ENTERGY ARKANSAS INC
10-Q, 1997-05-06
ELECTRIC SERVICES
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_____________________________________________________________________
                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                  
                              FORM 10-Q
                                  
(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, 1997

          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                    72-1229752
                (a Delaware corporation)               
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                                 
1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                                 
1-2703          ENTERGY GULF STATES, INC.              74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                                 
1-8474          ENTERGY LOUISIANA, INC.                72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                                 
0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 368-5000               
                                                                 
0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                                 
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 368-5000               
                                                       
_____________________________________________________________________

<PAGE>

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

Yes     X      No

Common Stock Outstanding                Outstanding at April 30, 1997
Entergy Corporation      ($0.01 par value)             237,666,428



<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES
               INDEX TO QUARTERLY REPORT ON FORM 10-Q
                           March 31, 1997
                                  
                                                        Page Number

Definitions                                                 1
Management's Financial Discussion and Analysis
 - Liquidity and Capital Resources                          3
Management's Financial Discussion and Analysis
 - Significant Factors and Known Trends                     6
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                 10
     Statements of Consolidated Income (Loss)              13
     Statements of Consolidated Cash Flows                 14
     Consolidated Balance Sheets                           16
     Selected Operating Results                            18
  Entergy Arkansas, Inc.:
     Results of Operations                                 19
     Statements of Income                                  20
     Statements of Cash Flows                              21
     Balance Sheets                                        22
     Selected Operating Results                            24
  Entergy Gulf States, Inc.:
     Results of Operations                                 26
     Statements of Income (Loss)                           28
     Statements of Cash Flows                              29
     Balance Sheets                                        30
     Selected Operating Results                            32
  Entergy Louisiana, Inc.:
     Results of Operations                                 33
     Statements of Income                                  34
     Statements of Cash Flows                              35
     Balance Sheets                                        36
     Selected Operating Results                            38
  Entergy Mississippi, Inc.:
     Results of Operations                                 39
     Statements of Income                                  40
     Statements of Cash Flows                              41
     Balance Sheets                                        42
     Selected Operating Results                            44
  Entergy New Orleans, Inc.:
     Results of Operations                                 45
     Statements of Income                                  46
     Statements of Cash Flows                              47
     Balance Sheets                                        48
     Selected Operating Results                            50
  System Energy Resources, Inc.:
     Results of Operations                                 51
     Statements of Income                                  52
     Statements of Cash Flows                              53
     Balance Sheets                                        54
Notes to Financial Statements for Entergy
 Corporation and Subsidiaries                              56
Part II:
  Item 1.  Legal Proceedings                               66
  Item 5.  Other Information                               67
  Item 6.  Exhibits and Reports on Form 8-K                67
Experts                                                    69
Signature                                                  70
      
      
<PAGE>      

      This combined Quarterly Report on Form 10-Q is separately filed
by  Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States,
Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New
Orleans,   Inc.,  and  System  Energy  Resources,  Inc.   Information
contained herein relating to any individual company is filed by  such
company  on its own behalf.  Each company makes representations  only
as  to itself and makes no other representations whatsoever as to any
other   company.   This  combined  Quarterly  Report  on  Form   10-Q
supplements  and  updates the Annual Report  on  Form  10-K  for  the
calendar  year  ended  December 31, 1996,  filed  by  the  individual
registrants with the SEC and should be read in conjunction therewith.

       Investors   are  cautioned  that  forward-looking   statements
contained  herein with respect to the revenues, earnings, competitive
performance,  or  other  prospects  for  the  business   of   Entergy
Corporation,   Entergy   Arkansas,  Entergy  Gulf   States,   Entergy
Louisiana,  Entergy Mississippi, Entergy New Orleans, System  Energy,
or their affiliated companies may be influenced by factors that could
cause  actual  outcomes and results to be materially  different  than
projected.  Such factors include, but are not limited to, the effects
of  weather,  the  performance of generating units, fuel  prices  and
availability, regulatory decisions and the effects of changes in law,
capital  spending requirements, the evolution of competition, changes
in accounting standards, and other factors.

                                  
                             DEFINITIONS

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

   Abbreviation or Acronym        Term

Algiers                  15th  Ward  of  the  City  of  New  Orleans,
                         Louisiana
ALJ                      Administrative Law Judge
ANO                      Arkansas Nuclear One Plant
ANO 1                    Unit No. 1 of ANO
ANO 2                    Unit No. 2 of ANO
Cajun                    Cajun Electric Power Cooperative, Inc.
Capital Funds Agreement  Agreement,  dated as of June  21,  1974,  as
                         amended,  between System Energy and  Entergy
                         Corporation, and the assignments thereof
CitiPower                CitiPower Ltd.
Council                  Council   of   the  City  of  New   Orleans,
                         Louisiana
domestic utility
 companies               Entergy   Arkansas,  Entergy  Gulf   States,
                         Entergy Louisiana, Entergy Mississippi,  and
                         Entergy New Orleans, collectively
Entergy                  Entergy  Corporation and its various  direct
                         and indirect subsidiaries
Entergy Arkansas         Entergy  Arkansas,  Inc., formerly  Arkansas
                         Power & Light Company
Entergy Corporation      Entergy Corporation, a Delaware corporation,
                         successor to Entergy Corporation, a  Florida
                         corporation
Entergy Enterprises      Entergy Enterprises, Inc.
Entergy Gulf States      Entergy  Gulf  States, Inc.,  formerly  Gulf
                         States  Utilities Company (including  wholly
                         owned  subsidiaries  - Varibus  Corporation,
                         GSG&T, Inc., Prudential Oil & Gas, Inc., and
                         Southern Gulf Railway Company)
Entergy Louisiana        Entergy  Louisiana, Inc., formerly Louisiana
                         Power & Light Company
Entergy Mississippi      Entergy    Mississippi,    Inc.,    formerly
                         Mississippi Power & Light Company
Entergy New Orleans      Entergy  New  Orleans,  Inc.,  formerly  New
                         Orleans Public Service Inc.
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 Services         Entergy Services, Inc.
EPA                      U.S. Environmental Protection Agency
EPAct                    Energy Policy Act of 1992
FASB                     Financial Accounting Standards Board
FERC                     Federal Energy Regulatory Commission


<PAGE>

Abbreviation or Acronym           Term

Form 10-K                The  combined Annual Report on Form 10-K for
                         the   year  ended  December  31,  1996,   of
                         Entergy,  Entergy  Arkansas,  Entergy   Gulf
                         States,     Entergy    Louisiana,    Entergy
                         Mississippi, Entergy New Orleans, and System
                         Energy
Grand Gulf 1             Unit No. 1 (nuclear) of the Grand Gulf Plant
ISES                     Independence   Steam   Electric   Generating
                         Station
kWh                      Kilowatt-hour(s)
LPSC                     Louisiana Public Service Commission
London Electricity       London Electricity plc - a regional electric
                         company  serving London, England, which  was
                         acquired by Entergy on February 7, 1997
Merger                   The combination transaction, consummated  on
                         December  31,  1993, by which  Entergy  Gulf
                         States   became  a  subsidiary  of   Entergy
                         Corporation and Entergy Corporation became a
                         Delaware corporation
MPSC                     Mississippi Public Service Commission
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
PCBs                     Polychlorinated biphenyls
PUCHA                    Public Utility Holding Company Act of  1935,
                         as amended
PUCT                     Public Utility Commission of Texas
PURPA                    Public Utility Regulatory Policies Act
River Bend               River  Bend  Nuclear  Plant,  owned  70%  by
                         Entergy Gulf States
RUS                      Rural Utilities Service
SEC                      Securities and Exchange Commission
SFAS                     Statement  of Financial Accounting Standards
                         as  promulgated by the Financial  Accounting
                         Standards Board
System Energy            System Energy Resources, Inc.
System Fuels             System Fuels, Inc.
Waterford 3              Unit No. 3 (nuclear) of the Waterford Plant
                                  

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                   LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

      Net cash flow from operations for Entergy, the domestic utility
companies, and System Energy for the first quarter of 1997  and  1996
was as follows:

                               First Quarter    First Quarter
          Company                  1997             1996
                                        (In Millions)
                                       
          Entergy                 $486.1           $268.3
          Entergy Arkansas        $142.6           $111.8
          Entergy Gulf States     $110.7           $ 34.8
          Entergy Louisiana       $ 76.2           $ 88.7
          Entergy Mississippi     $ 35.7           $ 29.7
          Entergy New Orleans     $ 12.6           $ (2.9)
          System Energy           $ 69.8           $ 67.7

      The positive cash flow from operations for the domestic utility
companies results from continued efforts to streamline operations and
to  reduce  costs,  as well as from collections under  rate  phase-in
plans  that  exceed current cash requirements for the related  costs.
In  the income statement, these revenue collections are offset by the
amortization of previously deferred costs so that there is no  effect
on  net income.  These phase-in plans will continue to contribute  to
Entergy's cash position over the next several years.  The Grand  Gulf
1 phase-in plans will expire in 1998 for Entergy Arkansas and Entergy
Mississippi,  and  in  2001 for Entergy New  Orleans.   Entergy  Gulf
States' phase-in plan for River Bend will expire in 1998, and Entergy
Louisiana's phase-in plan for Waterford 3 will expire in June 1997.

Financing Sources

      As  discussed in Note 8, the acquisition of London  Electricity
for  $2.1 billion was accomplished in February 1997.  The acquisition
was  financed  with  $1.7  billion of debt that  is  non-recourse  to
Entergy  Corporation, and $392 million of equity provided by  Entergy
Corporation from available cash and borrowings under its $300 million
line  of  credit.  Excluding the London Electricity investment,  cash
from operations, supplemented by cash on hand, was sufficient to meet
substantially  all  investing  and  financing  requirements  of   the
domestic  utility  companies  and System  Energy,  including  capital
expenditures, dividends, and debt and preferred stock maturities  for
the first quarter of 1997.

      Entergy has been able to fund the capital requirements for  its
domestic  utility companies with cash from operations resulting  from
the items discussed above in "Cash Flows".  Should additional cash be
needed  to  fund  investments or retire debt,  the  domestic  utility
companies  and System Energy have the ability, subject to  regulatory
approval  and  compliance  with issuance  tests,  to  issue  debt  or
preferred securities to meet such requirements.  In addition, to  the
extent  market conditions and interest and dividend rates allow,  the
domestic  utility  companies  and  System  Energy  will  continue  to
refinance and/or redeem higher cost debt and preferred stock prior to
maturity.   The domestic utility companies may continue to  establish
special  purpose trusts as financing subsidiaries for the purpose  of
issuing  preferred trust securities, such as those issued in 1996  by
Entergy Louisiana Capital I and Entergy Arkansas Capital I, and those
issued  in  January 1997 by Entergy Gulf States Capital  I.   Entergy
Corporation, the domestic utility companies, and System  Energy  also
have SEC authorization to effect short-term borrowings.  See Notes 4,
5,  6,  7,  and  9  in  the Form 10-K for additional  information  on
Entergy's capital and refinancing requirements in 1997-2001.
                
<PAGE>                
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                   LIQUIDITY AND CAPITAL RESOURCES


      As  of  March  31, 1997, Entergy Corporation had  $275  million
outstanding on its $300 million bank credit facility which amount had
been used for the acquisition of London Electricity in February 1997.
Also,  Entergy  Technology Holding Company  (ETHC)  had  $20  million
outstanding on its $100 million bank line of credit as of  March  31,
1997.   See  Note 4 to the Form 10-K for information on the  domestic
utility   companies'   and  System  Energy's   short-term   borrowing
authorizations and bank lines of credit.

Financing Uses

      Productive  investment by Entergy Corporation  is  integral  to
enhancing   the  long-term  value  of  its  common  stock.    Entergy
Corporation   has   been  expanding  its  investments   in   business
opportunities overseas as well as in the United States.  Through  the
first   quarter  of  1997,  Entergy  Corporation  had   acquired   or
participated  in  foreign electric ventures in Australia,  Argentina,
Chile,  Pakistan,  Peru,  and the United Kingdom,  and  had  acquired
several telecommunications-based businesses in the United States.  As
of  March 31, 1997, Entergy Corporation had a net investment of  $1.2
billion  in  equity  capital in businesses other  than  its  domestic
utility   companies.   See  Note  8  for  a  discussion  of   Entergy
Corporation's acquisition of London Electricity on February 7, 1997.

      To  make  capital investments, fund its subsidiaries,  and  pay
dividends,  Entergy  Corporation will  utilize  internally  generated
funds,  cash  on hand, funds available under its $300 million  credit
facility,  funds  received from its dividend reinvestment  and  stock
purchase  plan, and other bank financings as required.   See  Note  3
herein for information regarding proceeds from the issuance of common
stock  related to Entergy's dividend reinvestment and stock  purchase
plan in the first quarter of 1997.  See Note 9 in the Form 10-K for a
discussion  of  capital requirements.  Entergy  Corporation  receives
funds  through dividend payments from its subsidiaries.   During  the
first  quarter  of  1997,  such dividend payments  from  subsidiaries
totaled  $102.4 million.  In order to improve its capital  structure,
Entergy  Gulf  States has not paid common stock dividends  since  the
third  quarter  of  1994.   In the first  quarter  of  1997,  Entergy
Corporation   paid   $105   million  of   common   stock   dividends.
Declarations of dividends on common stock are made at the  discretion
of  Entergy  Corporation's Board of Directors.  Management  will  not
recommend  future  dividend  increases  to  the  Board  unless   such
increases  are  justified  by  adequate earnings  growth  of  Entergy
Corporation  and its subsidiaries.  See Note 8 in the Form  10-K  for
information on dividend restrictions.

Entergy Corporation and Entergy Gulf States

     See Notes 1 and 2 regarding River Bend and Cajun litigation.  An
adverse   ruling  regarding  River  Bend  could  result  in   up   to
approximately $276 million of potential write-offs (net of  tax)  and
up  to $210 million in refunds of previously collected revenue.  Such
write-offs  and charges could result in substantial net losses  being
reported in the future by Entergy Gulf States, with resulting adverse
adjustments  to the common equity of Entergy Corporation and  Entergy
Gulf  States.   Adverse resolution of these matters could  negatively
affect Entergy Gulf States' ability to obtain financing, which  could
in  turn affect Entergy Gulf States' liquidity and ability to  resume
paying common stock dividends.

<PAGE>

                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                   LIQUIDITY AND CAPITAL RESOURCES


Entergy Corporation and System Energy

      Under  the  Capital  Funds Agreement, Entergy  Corporation  has
agreed  to  supply  to System Energy sufficient capital  to  maintain
System  Energy's  equity capital at a minimum of  35%  of  its  total
capitalization (excluding short-term debt), to permit  the  continued
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 thereunder 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
may  be terminated by the parties thereto, subject to the consent  of
certain creditors.
                                  

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                SIGNIFICANT FACTORS AND KNOWN TRENDS


       See   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
SIGNIFICANT  FACTORS  AND KNOWN TRENDS" in the Form  10-K,  including
"Open    Access    Transmission",    "Municipalization",    "Industry
Consolidation",  "Functional Unbundling", and "Effects  of  Alternate
Energy  Sources  on  Retail Electric Sales to  Industrial  and  Large
Commercial  Customers" for a discussion of the increasing competitive
pressures facing Entergy and the electric utility industry.  See "ANO
Matters",  and  "Property Tax Exemptions" in  the  Form  10-K  for  a
discussion of other significant issues affecting Entergy.  Set  forth
below  are  recent  developments to the Form 10-K  for  the  sections
presented.

Competition and Industry Challenges

Transition to Competition Filings

       See   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
SIGNIFICANT  FACTORS AND KNOWN TRENDS" in the Form 10-K  and  Note  2
herein  for  a discussion of the domestic utility companies'  filings
with  their respective state regulators concerning the transition  to
competition.  Entergy Gulf States made a supplemental filing with the
PUCT  on  April  4,  1997,  outlining a comprehensive  market  reform
proposal calling for the establishment of retail competition, service
quality  standards,  a regional power exchange,  and  an  independent
system  operator.   Entergy Gulf States requested  from  the  PUCT  a
reciprocal  commitment  ensuring  the  full  recovery  of   prudently
incurred investments previously approved by regulators.  The PUCT has
scheduled  the  transition  to  competition  hearings  to  begin   in
September 1997.

      The MPSC conducted hearings in April 1997 on various transition
to  competition  issues,  including the  recoverability  of  stranded
costs,   the  potential  for  cost  shifting,  and  electric   supply
reliability  and  expects to issue an order in mid-1997  outlining  a
plan for restructuring the electric utility industry in Mississippi.

      Entergy  Arkansas  filed  a supplement  to  its  transition  to
competition with the APSC on May 1, 1997.  This filing is similar  to
the  supplemental  filing made by Entergy Gulf  States  as  discussed
above.  See Note 2 for additional information regarding this filing.

      The Council established two new dockets in March 1997 regarding
electric  and  gas utility service competition in  the  City  of  New
Orleans.   One docket will address competitive issues, including  the
advisability   of   implementing  competition,   recoverability   and
measurement of stranded costs, maximization of consumer savings  from
competition   and  minimization  of  cost-shifting,   and   potential
conflicts  between  federal, state, and  local  regulators,  as  such
issues relate to electric and gas service currently being provided to
New Orleans customers by Entergy New Orleans.  The second docket will
address  the same issues related to the provision of electric service
to Algiers customers by Entergy Louisiana.  A procedural schedule was
established  which required comments to be filed in  April  1997  and
sets  hearings for May, July and October 1997.  Entergy  New  Orleans
intends  to file a specific transition to competition plan  following
these hearings.

Retail and Wholesale Rate Issues

      See  Note 2 to the Form 10-K and Note 2 herein for a discussion
of the ongoing trend of regulator mandated rate reductions as well as
incentive  and  performance-based regulation and  filings  made  with
state and local regulators regarding an orderly transition to a  more
competitive market for electricity.
                                  
<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                SIGNIFICANT FACTORS AND KNOWN TRENDS
                                  
                                  
Legislative Activity

      A  number  of bills recently have been introduced  in  Congress
calling for deregulation of the electric power industry.  Included in
these  proposals  are  some that would amend or repeal  PUCHA  and/or
PURPA.   These  bills  generally  have  provisions  that  would  give
consumers  the  ability  to  choose  their  own  electricity  service
provider.   A  major  issue before Congress is  whether  the  federal
government should establish a definitive timetable for all states  to
offer  direct  retail access to customers and, if so, the  timing  of
such.  One bill introduced in early April would require direct retail
access  no  later  than January 1, 1999.  The  first  three  of  four
scheduled  congressional  field hearings on electricity  deregulation
were held during  April and early May 1997.

       Entergy  has  been  a  participant  in  discussions  aimed  at
developing   legislation   related  to  electric   utility   industry
restructuring  and  competition that could be  passed  by  the  Texas
Legislature  before  it adjourns June 2, 1997.   Entergy  intends  to
continue to have an active role in these discussions.

      The  Arkansas Senate has passed a resolution requesting a study
of  the impact of competition in the electric utility industry on the
citizens  of  Arkansas,  the  electric  utility  industry,  and   the
regulatory authority of the APSC.  This study is scheduled  to  begin
no later than December 1, 1997.

Domestic and Foreign Investments

      Entergy  Corporation seeks opportunities to expand its domestic
and  foreign businesses that are not regulated by domestic state  and
local   utility  regulatory  authorities.   Such  business   ventures
currently  include  power  development  and  operations  and   retail
services  related  to  the utility business. Refer  to  "MANAGEMENT'S
FINANCIAL  DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL RESOURCES"
for  a  discussion  of  Entergy  Corporation's  1997  investments  in
nonregulated   and   foreign   energy-related   businesses.     These
investments  may  involve  a  greater risk  than  domestic  regulated
utility   enterprises.   In  the  first  quarter  of  1997,   Entergy
Corporation's   domestic   and  foreign  energy-related   investments
increased consolidated net income by approximately $28 million.

       Entergy   Nuclear  Inc.  (Entergy  Nuclear)  began   providing
management  and operations services in February 1997 for  an  initial
period of up to one year to Maine Yankee Atomic Power Company  (Maine
Yankee)  at its Maine Yankee nuclear plant.  The creation of  Entergy
Nuclear  and  its  undertaking with Maine Yankee  are  authorized  by
existing  SEC  orders  previously  granted  to  Entergy  Enterprises.
Entergy Corporation has an application pending at the SEC to create a
different structure under which Entergy Nuclear would engage in  this
business for other nuclear utilities.

     As of April 30, 1997, Entergy Corporation controlled over 99% of
the  common shares of London Electricity.  For additional information
related  to  this  acquisition, see Note 8  herein.   Through  London
Electricity,  Entergy  expects to gain  valuable  experience  in  the
deregulated United Kingdom electricity market that can be transferred
to the expected deregulated market  in  the  United  States.   London 
Electricity  expects  to be  in a  fully  competitive  supply  market 
beginning April 1998.  In conjunction with the acquisition of  London  
Electricity,  Entergy established  an international retail operations 
group  to  coordinate the  retail electric  operations  in the United 
Kingdom, Australia, and Argentina.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                SIGNIFICANT FACTORS AND KNOWN TRENDS


      In February 1997, Entergy Richmond Power Corporation, a wholly-
owned  subsidiary of Entergy Power Development Corporation, sold  its
50%  interest in Richmond Power Enterprise LP (owner of  a  gas-fired
electric  and  steam generation facility), to a third party  for  $10
million, realizing an after tax gain of $2.7 million.

      Refer  to  "MANAGEMENT'S FINANCIAL DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT FACTORS AND KNOWN TRENDS" in the Form 10-K, and  Note  8,
herein,  for  a  discussion of Entergy's major nonregulated  business
opportunities and foreign energy-related investments.

Windfall Profits Tax

      As a result of Parliamentary elections held on May 1, 1997,  in
which  the Labour Party gained control of the British government,  it
is  anticipated  that legislation imposing a "windfall  profits  tax"
will be proposed.  There has been widespread speculation that such  a
tax,  which  would  raise  funds to address the  government's  budget
deficit,  would be targeted at regional electric utilities,  such  as
London Electricity, and possibly other utility service providers.  It
is  impossible to predict at this time if or when such a tax will  be
enacted, or the amount of the tax.  However, such a tax could have  a
material adverse effect upon London Electricity's net income.

Deregulated Utility Operations

       Entergy   Gulf   States  discontinued  regulatory   accounting
principles  in  1989  for  its  wholesale  jurisdiction   and   steam
department,  and  in  1991 for the Louisiana deregulated  portion  of
River  Bend.   Net  income  from these operations  during  the  first
quarter of 1997 was $4.6 million compared to $6.2 million during  the
first quarter of 1996.

     The decrease in net income from these deregulated operations for
the  first  quarter  of 1997 was principally due to  decreased  steam
products   revenues,  partially  offset  by  reduced  operation   and
maintenance  expenses.  The future impact of the deregulated  utility
operations   on  Entergy's  and  Entergy  Gulf  States'  results   of
operations  and  financial position will depend on  future  operating
costs,  future efficiency and availability of generating  units,  and
future  market  prices  for energy over the  remaining  life  of  the
assets.

Accounting Issues

       See   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
SIGNIFICANT FACTORS AND KNOWN TRENDS" and Note 1 in the Form 10-K for
a  discussion of the impact of the adoption by Entergy of  SFAS  121,
"Accounting  for the Impairment of Long-Lived Assets  and  for  Long-
Lived Assets to be Disposed Of", effective January 1, 1996.

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

      In  the  event that all or a portion of a utility's  operations
cease   to   meet  those  criteria  for  various  reasons,  including
deregulation, a change in the method of regulation, or  a  change  in
the competitive environment for the utility's regulated services, the
utility  is  required to discontinue application of SFAS 71  for  the
relevant  portion of its operations by eliminating from  the  balance
sheet the effects of any actions of regulators recorded as regulatory
assets  and liabilities.  The effect of discontinuing the application
of  SFAS  71  would  have  a  material adverse  impact  on  Entergy's
financial statements.


<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                SIGNIFICANT FACTORS AND KNOWN TRENDS


       The   SEC  has  expressed  concern  regarding  the  continuing
applicability  of  SFAS  71 to the financial  statements  of  certain
California  electric utilities.  California regulators have  directed
these   utilities  to  transition  to  a  fully  competitive   retail
environment by 2002, with a 10 percent rate reduction for residential
and  small commercial customers becoming effective January  1,  1998,
and  full  recovery of above market rate investment and  other  costs
(stranded costs).  The SEC is concerned that this plan does not  meet
the  criteria  of SFAS 71 that rates be set on an individual  company
cost-of-service  basis.  It is anticipated that the  Emerging  Issues
Task  Force  of  the  FASB will address this issue  during  the  next
several   months.   The  ultimate  resolution  of  this   issue   has
significant financial accounting and reporting implications  for  the
domestic utility companies' transition to competition filings.

      The  domestic utility companies' and System Energy's  financial
statements  continue to apply SFAS 71 for their regulated operations,
except  for those portions of Entergy Gulf States' business described
in "Deregulated Utility Operations" above.  Although discussions with
regulatory authorities regarding retail competition have occurred and
are  expected to continue, management does not expect any  definitive
outcomes  in  the  foreseeable future, and therefore,  the  regulated
operations  continue to apply SFAS 71.  See Note 1 to the  Form  10-K
for additional discussion of Entergy's application of SFAS 71.

      Accounting  for Decommissioning Costs - In February  1996,  the
FASB  issued  an  exposure draft of a proposed  SFAS  addressing  the
accounting for decommissioning costs of nuclear generating  units  as
well  as liabilities related to the closure and removal of all  long-
lived assets.  See Note 1 for a discussion of proposed changes in the
accounting for decommissioning/closure costs and the potential impact
of these changes on Entergy.

Financial Derivatives

      Derivative instruments have been used by Entergy on  a  limited
basis.   Entergy has a policy that financial derivatives  are  to  be
used  only  to  mitigate  business  risks  and  not  for  speculative
purposes.   See Notes 7 and 9 to the Form 10-K and Note 4 herein  for
additional  information  concerning Entergy's derivative  instruments
outstanding as of December 31, 1996, and March 31, 1997.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  

       On   February  7,  1997,  Entergy  Corporation  finalized  its
acquisition  of London Electricity.  In accordance with the  purchase
method of accounting, the results of operations for the first quarter
of  1996  of  Entergy Corporation and subsidiaries  reported  in  the
Statements  of  Consolidated Income (Loss)  and  Cash  Flows  do  not
include London Electricity's results of operations.  Consolidated net
income  for the first quarter of 1997 includes a positive effect  due
to  the inclusion of London Electricity for the portion of the  first
quarter  subsequent  to  February  1.   See  Note  8  for  additional
information regarding London Electricity.

Net Income

      Consolidated net income increased for the first quarter of 1997
primarily due to the $174 million net of tax write-off of River  Bend
rate  deferrals in 1996 pursuant to SFAS 121.  Excluding  this  item,
net income would have increased $23 million for the first quarter  of
1997  due  to the increase in foreign utility income, resulting  from
the  inclusion  of  London  Electricity  and  increased  earnings  of
CitiPower.  London Electricity contributed earnings of $15.6  million
(or  $0.07  per  share) to  first  quarter  consolidated  net income.  
CitiPower's net  income increased  primarily due  to decreases in the 
average  cost  of  purchased  power  and  increases  in  the  average 
temperature  experienced  during  the  first  two  months  of 1997 in
Melbourne, Australia.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1997  and  1996  are
discussed under "Revenues and Sales," "Expenses," and "Other" below.

Revenues and Sales

      The  changes  in  electric operating revenues  associated  with
Entergy's domestic regulated operations for the first quarter of 1997
are as follows:

                                               First Quarter      
Description                                 Increase/(Decrease)
                                               (In Millions)      
                                                                  
Change in base revenues                          ($23.0)          
Rate riders                                        (4.5)          
Fuel cost recovery                                 62.9          
Sales volume/weather                                3.8          
Other revenue (including unbilled)                 13.5          
Sales for resale                                  (13.9)          
                                                  -----
   Total                                          $38.8          
                                                  =====                

      Electric  operating revenues of the domestic utility  companies
and System Energy increased for the first quarter of 1997 as a result
of  higher fuel adjustment revenues, which do not affect net  income,
partially  offset  by  rate  reductions at various  domestic  utility
companies.   Fuel adjustment revenues increased due  to  higher  fuel
prices.

      Nonregulated  and  foreign  energy  related  business  revenues
increased  for the first quarter of 1997 due mainly to  the  February
1997 acquisition of London Electricity.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  

Expenses

      Operating expenses for the portion of the first quarter of 1997
subsequent  to  February 1 include the operating expenses  of  London
Electricity,  which were not included in the prior  year's  financial
statements.   Excluding the operating expenses of London Electricity,
Entergy's operating expenses increased for the first quarter of  1997
as discussed below.

      For  the  first quarter of 1997, fuel expenses increased  as  a
result  of  higher fuel prices as discussed above.  The  increase  in
depreciation,  amortization,  and  decommissioning  is  due  to   (i)
additional depreciation recorded by System Energy associated with the
sale  and  leaseback in 1989 of a portion of Grand Gulf  1  and  (ii)
plant  additions  and improvements.  Rate deferrals recorded  in  the
first  quarter  of  1996 relate primarily to the  LPSC-approved  rate
deferral of the Waterford 3 property tax first imposed in 1996.  This
tax is currently included in base rates.

Other

     Other income increased for the first quarter of 1997 as a result
of  the 1996 write-off of River Bend rate deferrals pursuant to  SFAS
121  and  a  decrease  in Grand Gulf 1 carrying  charges  at  Entergy
Arkansas due to a decline in the deferral balance.  Excluding  London
Electricity,  interest  on long-term debt  decreased  for  the  first
quarter  of  1997 due primarily to ongoing retirement and refinancing
of  higher  cost debt.  Interest on debt associated with  the  London
Electricity acquisition more than offset this decrease.   Income  tax
expense increased primarily due to higher pretax income.
                                  
<PAGE>
<TABLE>
<CAPTION>

                    ENTERGY CORPORATION AND SUBSIDIARIES
                  STATEMENTS OF CONSOLIDATED INCOME (LOSS)
             For the Three Months Ended March 31, 1997 and 1996
                               (Unaudited)

                                                                    1997            1996
                                                            (In Thousands, Except Share Data)
<S>                                                                <C>             <C>
Operating Revenues:
  Electric                                                         $1,451,925      $1,413,068
  Natural gas                                                          57,496          57,473
  Steam products                                                       11,089          15,578
  Nonregulated and foreign energy-related businesses                  525,243         112,873
                                                                   ----------      ----------
        Total                                                       2,045,753       1,598,992
                                                                   ----------      ----------

Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                       398,742         375,764
     Purchased power                                                  420,962         158,157
     Nuclear refueling outage expenses                                 17,236          14,209
     Other operation and maintenance                                  426,087         353,212
  Depreciation, amortization, and decommissioning                     228,029         194,567
  Taxes other than income taxes                                        92,991          88,971
  Rate deferrals                                                       (9,575)        (19,802)
  Amortization of rate deferrals                                       99,063          91,511
                                                                   ----------      ----------
        Total                                                       1,673,535       1,256,589
                                                                   ----------      ----------

Operating Income                                                      372,218         342,403
                                                                   ----------      ----------

Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                  3,033           2,558
  Write-off of River Bend rate deferrals                                    -        (194,498)
  Miscellaneous - net                                                  17,393          10,778
                                                                   ----------      ----------
        Total                                                          20,426        (181,162)
                                                                   ----------      ----------

Interest Charges:
  Interest on long-term debt                                          185,490         172,843
  Other interest - net                                                 11,905          11,847
  Distributions on preferred securities of subsidiaries                 4,172               -
  Allowance for borrowed funds used
   during construction                                                 (2,437)         (2,138)
  Preferred and preference dividend requirements of
   subsidiaries and other                                              16,723          18,081
                                                                   ----------      ----------
        Total                                                         215,853         200,633
                                                                   ----------      ----------

Income (Loss) Before Income Taxes                                     176,791         (39,392)

Income Taxes                                                           67,029          47,680
                                                                   ----------      ----------

Net Income (Loss)                                                    $109,762        ($87,072)
                                                                   ==========      ==========

Earnings (loss) per average common share                                $0.47          ($0.38)
Dividends declared per common share                                     $0.45           $0.90
Average number of common shares outstanding                       235,133,608     227,780,604

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     ENTERGY CORPORATION AND SUBSIDIARIES
                     STATEMENTS OF CONSOLIDATED CASH FLOWS
              For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)

                                                                                         1997          1996
                                                                                           (In Thousands)
<S>                                                                                    <C>           <C>
Operating Activities:
  Net income (loss)                                                                    $109,762      ($87,072)
  Noncash items included in net income (loss):
    Write-off of River Bend rate deferrals                                                    -       194,498
    Change in rate deferrals/excess capacity-net                                        111,036       105,388
    Depreciation, amortization, and decommissioning                                     228,029       194,567
    Deferred income taxes and investment tax credits                                    (53,743)      (45,013)
    Allowance for equity funds used during construction                                  (5,470)       (2,558)
  Changes in working capital:
    Receivables                                                                         115,155        37,148
    Fuel inventory                                                                       32,438        23,212
    Accounts payable                                                                   (201,617)      (32,984)
    Taxes accrued                                                                       119,438        65,289
    Interest accrued                                                                    (10,637)      (65,276)
    Other working capital accounts                                                       98,914       (81,209)
  Decommissioning trust contributions                                                   (14,656)      (12,146)
  Other                                                                                 (42,584)      (25,535)
                                                                                     ----------    ----------
    Net cash flow provided by operating activities                                      486,065       268,309
                                                                                     ----------    ----------

Investing Activities:
  Construction/capital expenditures                                                    (125,743)     (131,435)
  Allowance for equity funds used during construction                                     5,470         2,558
  Nuclear fuel purchases                                                                (54,155)      (65,430)
  Proceeds from sale/leaseback of nuclear fuel                                           68,319        46,872
  Acquisition of CitiPower                                                                    -    (1,156,112)
  Acquisition of London Electricity, net of cash acquired                            (2,021,501)            -
  Investment in nonregulated/nonutility properties                                       12,515        (5,171)
                                                                                     ----------    ----------
    Net cash flow used in investing activities                                       (2,115,095)   (1,308,718)
                                                                                     ----------    ----------

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     ENTERGY CORPORATION AND SUBSIDIARIES
                     STATEMENTS OF CONSOLIDATED CASH FLOWS
              For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)

                                                                                         1997          1996
                                                                                           (In Thousands)
<S>                                                                                    <C>         <C>
Financing Activities:
  Proceeds from the issuance of:
    General and refunding mortgage bonds                                                     -       39,608
    First mortgage bonds                                                                84,490      198,250
    Bank notes and other long-term debt                                              1,630,280      946,167
    Common Stock                                                                        98,695            -
    Preferred securities of subsidiaries trust                                          82,323            -
  Retirement of:
    First mortgage bonds                                                                     -     (133,687)
    General and refunding mortgage bonds                                               (87,965)           -
    Other long-term debt                                                                     -      (92,744)
  Redemption of preferred stock                                                       (101,728)     (19,704)
  Changes in short-term borrowings - net                                               258,274      277,000
  Common stock dividends paid                                                         (105,035)     (99,714)
                                                                                    ----------   ----------
    Net cash flow provided by financing activities                                   1,859,334    1,115,176
                                                                                    ----------   ----------

Effect of exchange rates on cash and cash equivalents                                     (758)          40
                                                                                    ----------   ----------

Net increase in cash and cash equivalents                                              229,546       74,807

Cash and cash equivalents at beginning of period                                       388,703      533,590
                                                                                    ----------   ----------

Cash and cash equivalents at end of period                                            $618,249     $608,397
                                                                                    ==========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                              $223,444     $239,354
    Income taxes                                                                        $3,002      $12,032
  Noncash investing and financing activities:
     Change in unrealized depreciation of
       decommissioning trust assets                                                    ($1,119)     ($4,265)

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

               ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)


                                                                             1997              1996
                              ASSETS                                             (In Thousands)
<S>                                                                        <C>              <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                                   $125,027           $34,807
    Temporary cash investments - at cost,
      which approximates market                                             391,130           346,782
    Special deposits                                                        102,092             7,114
                                                                        -----------       -----------
           Total cash and cash equivalents                                  618,249           388,703
  Notes receivable                                                            9,524             1,384
  Accounts receivable:
    Customer (less allowance for doubtful accounts of
       $26.4 million in 1997 and $9.2 million in 1996)                      562,916           324,687
    Other                                                                   148,717            99,066
    Accrued unbilled revenues                                               468,238           351,429
  Deferred fuel                                                              86,965           122,184
  Fuel inventory                                                            122,195           139,603
  Materials and supplies - at average cost                                  375,985           339,622
  Rate deferrals                                                            411,483           444,543
  Prepayments and other                                                     190,884           151,312
                                                                        -----------       -----------
           Total                                                          2,995,156         2,362,533
                                                                        -----------       -----------

Other Property and Investments:
  Decommissioning trust funds                                               375,933           357,962
  Non-regulated investments                                                 502,629           513,058
  Other                                                                      78,417            59,053
                                                                        -----------       -----------
           Total                                                            956,979           930,073
                                                                        -----------       -----------

Utility Plant:
  Electric                                                               25,039,087        22,811,164
  Plant acquisition adjustment - Entergy Gulf States                        451,359           455,425
  Electric plant under leases                                               680,246           679,991
  Property under capital leases - electric                                  143,857           147,277
  Natural gas                                                               175,093           168,143
  Steam products                                                             81,743            81,743
  Construction work in progress                                             411,694           401,676
  Nuclear fuel under capital leases                                         284,489           250,651
  Nuclear fuel                                                               58,030           112,625
                                                                        -----------       -----------
           Total                                                         27,325,598        25,108,695
  Less - accumulated depreciation and amortization                        9,045,596         8,885,572
                                                                        -----------       -----------
           Utility plant - net                                           18,280,002        16,223,123
                                                                        -----------       -----------

Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                          321,517           399,493
    SFAS 109 regulatory asset - net                                       1,194,590         1,196,041
    Unamortized loss on reacquired debt                                     212,183           217,664
    Other regulatory assets                                                 436,340           435,652
  Long-term receivables                                                     211,524           216,082
  CitiPower license (net of $3.8 million of amortization)                   598,897           606,214
  London Electricity license (net of $6.4 million of amortization)        1,541,414                 -
  Other                                                                     399,960           379,419
                                                                        -----------       -----------
           Total                                                          4,916,425         3,450,565
                                                                        -----------       -----------

           TOTAL                                                        $27,148,562       $22,966,294
                                                                        ===========       ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

               ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                            1997              1996
               LIABILITIES AND SHAREHOLDERS' EQUITY                             (In Thousands)
<S>                                                                      <C>                <C>
Current Liabilities:
  Currently maturing long-term debt                                      $412,332          $345,620
  Notes payable                                                           567,811            20,686
  Accounts payable                                                        511,661           554,558
  Customer deposits                                                       181,693           155,534
  Taxes accrued                                                           370,004           180,340
  Accumulated deferred income taxes                                        47,248            78,010
  Interest accrued                                                        195,834           203,425
  Dividends declared                                                        5,486             8,950
  Obligations under capital leases                                        152,077           151,287
  Other                                                                   280,575           184,157
                                                                      -----------       -----------
           Total                                                        2,724,721         1,882,567
                                                                      -----------       -----------

Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                     4,674,949         3,770,760
  Accumulated deferred investment tax credits                             602,793           607,641
  Obligations under capital leases                                        277,012           247,360
  Other                                                                 1,791,020         1,298,306
                                                                      -----------       -----------
           Total                                                        7,345,774         5,924,067
                                                                      -----------       -----------

  Long-term debt                                                        9,422,701         7,590,804
  Subsidiaries' preferred stock with sinking fund                         200,237           216,986
  Subsidiary's preference stock                                           150,000           150,000
  Company-obligated mandatorily redeemable
   preferred securities of subsidiary trust holding
   solely junior subordinated deferrable debentures                       215,000           130,000

Shareholders' Equity:
 Subsidiaries' preferred stock without sinking fund                       345,954           430,955
 Common stock, $.01 par value, authorized 500,000,000
    shares; issued 237,865,027 shares in 1997 and
    234,456,457 shares in 1996                                              2,378             2,345
  Paid-in capital                                                       4,410,325         4,320,591
  Retained earnings                                                     2,345,917         2,341,703
  Cumulative foreign currency translation adjustment                       20,966            21,725
  Less - treasury stock (1,131,223 shares in 1997 and
   1,496,118 shares in 1996)                                               35,411            45,449
                                                                      -----------       -----------
           Total                                                        7,090,129         7,071,870
                                                                      -----------       -----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                      $27,148,562       $22,966,294
                                                                      ===========       ===========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                   ENTERGY CORPORATION AND SUBSIDIARIES
                        SELECTED OPERATING RESULTS
           For the Three Months Ended March 31, 1997 and 1996
                                (Unaudited)

                                           Three Months Ended  Increase/
                Description                   1997      1996   (Decrease)    %
                                                    (In Millions)
<S>                                          <C>       <C>         <C>        <C>
Domestic Electric Operating Revenues:
  Residential                                $ 502.1   $ 507.1     ($5.0)     (1)
  Commercial                                   368.3     354.5      13.8       4
  Industrial                                   496.9     460.3      36.6       8
  Governmental                                  41.6      38.7       2.9       7
                                           --------- ---------    ------
    Total retail                             1,408.9   1,360.6      48.3       4
  Sales for resale                              76.6      90.1     (13.5)    (15)
  Other                                        (33.6)    (37.6)      4.0     (11)
                                           --------- ---------    ------
    Total                                  $ 1,451.9 $ 1,413.1    $ 38.8       3
                                           ========= =========    ======
Billed Electric Energy
 Sales (Millions of kWh):
  Residential                                  6,399     6,667      (268)     (4)
  Commercial                                   4,895     4,792       103       2
  Industrial                                  10,897    10,445       452       4
  Governmental                                   595       556        39       7
                                           --------- ---------    ------
    Total retail                              22,786    22,460       326       1
  Sales for resale                             2,425     2,575      (150)     (6)
                                           --------- ---------    ------
    Total                                     25,211    25,035       176       1
                                           ========= =========    ======

</TABLE>
<PAGE>                                  

                       ENTERGY ARKANSAS, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Net Income

      Net  income  decreased for the first quarter  of  1997  due  to
reduced operating revenues, partially offset by lower income taxes.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1997  and  1996  are
discussed under "Revenues and Sales," "Expenses," and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1997 are as follows:

                                                 First Quarter       
Description                                   Increase/(Decrease)    
                                                 (In Millions)       
Change in base revenues                               $0.9          
Rate riders                                            1.4          
Fuel cost recovery                                     3.8          
Sales volume/weather                                  (0.8)          
Other revenue (including unbilled)                   (10.1)          
Sales for resale                                      (3.6)          
                                                     -----
   Total                                             ($8.4)          
                                                     =====                

      Electric operating revenues decreased for the first quarter  of
1997  primarily  due  to an decrease in unbilled  revenue.   Unbilled
revenue  decreased  primarily  due to milder  weather  in  the  first
quarter of 1997.

Expenses

      Operating  expenses  increased for the first  quarter  of  1997
primarily  due to an increase in the amortization of   Grand  Gulf  1
rate  deferrals.  The increase in the amortization of  Grand  Gulf  1
rate  deferrals is due to an increase in amortization  prescribed  in
the Grand Gulf 1 rate phase-in plan.

Other

     Miscellaneous other income - net decreased for the first quarter
of 1997 due to reduced Grand Gulf 1 carrying charges as a result of a
decline  in  the deferral balance.  Income tax expense decreased  for
the first quarter of 1997 because of lower pretax income.

<PAGE>                    
<TABLE>
<CAPTION>
                         ENTERGY ARKANSAS, INC.
                          STATEMENTS OF INCOME
          For the Three Months Ended March 31, 1997 and 1996
                              (Unaudited)

                                                                       1997            1996
                                                                          (In Thousands)

<S>                                                                  <C>             <C>
Operating Revenues                                                   $374,731        $383,081
                                                                     --------        --------

Operating Expenses:
  Operation and maintenance:
     Fuel and fuel-related expenses                                    66,593          65,200
     Purchased power                                                   94,734          98,625
     Nuclear refueling outage expenses                                  6,900           7,542
     Other operation and maintenance                                   85,716          83,265
  Depreciation, amortization, and decommissioning                      41,449          41,030
  Taxes other than income taxes                                         9,428           9,018
  Amortization of rate deferrals                                       39,021          36,446
                                                                     --------        --------
        Total                                                         343,841         341,126
                                                                     --------        --------

Operating Income                                                       30,890          41,955
                                                                     --------        --------

Other Income:
  Allowance for equity funds used
   during construction                                                  1,443           1,090
  Miscellaneous - net                                                   5,325           8,239
                                                                     --------        --------
        Total                                                           6,768           9,329
                                                                     --------        --------

Interest Charges:
  Interest on long-term debt                                           24,450          24,835
  Other interest - net                                                    929           1,027
  Distributions on preferred securities of subsidiary                   1,275                   -
  Allowance for borrowed funds used
   during construction                                                   (868)           (665)
                                                                     --------        --------
        Total                                                          25,786          25,197
                                                                     --------        --------

Income Before Income Taxes                                             11,872          26,087

Income Taxes                                                            2,024           6,819
                                                                     --------        --------

Net Income                                                              9,848          19,268

Preferred Stock Dividend Requirements
  and Other                                                             2,832           4,458
                                                                     --------        --------

Earnings Applicable to Common Stock                                    $7,016         $14,810
                                                                     ========        ========

See Notes to Financial Statements.
</TABLE>
<PAGE>                            
<TABLE>
<CAPTION>
                            
                            ENTERGY ARKANSAS, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)

                                                                                         1997          1996
                                                                                            (In Thousands)
<S>                                                                                      <C>          <C>
Operating Activities:
  Net income                                                                             $9,848       $19,268
  Noncash items included in net income:
    Change in rate deferrals/excess capacity-net                                         40,661        35,953
    Depreciation, amortization, and decommissioning                                      41,449        41,030
    Deferred income taxes and investment tax credits                                    (21,515)      (18,102)
    Allowance for equity funds used during construction                                  (1,443)       (1,090)
  Changes in working capital:
    Receivables                                                                          61,901        24,582
    Fuel inventory                                                                        3,511         3,174
    Accounts payable                                                                    (22,825)       (3,762)
    Taxes accrued                                                                        26,040        26,025
    Interest accrued                                                                       (421)      (14,743)
    Other working capital accounts                                                       (6,349)        2,326
  Decommissioning trust contributions                                                    (4,046)       (4,140)
  Provision for estimated losses and reserves                                             3,036           529
  Other                                                                                  12,726           733
                                                                                       --------      --------
    Net cash flow provided by operating activities                                      142,573       111,783
                                                                                       --------      --------

Investing Activities:
  Construction expenditures                                                             (32,479)      (32,250)
  Allowance for equity funds used during construction                                     1,443         1,090
  Nuclear fuel purchases                                                                (35,574)      (19,081)
  Proceeds from sale/leaseback of nuclear fuel                                           35,595        18,470
                                                                                       --------      --------
    Net cash flow used in investing activities                                          (31,015)      (31,771)
                                                                                       --------      --------

Financing Activities:
  Proceeds from issuance of first mortgage bonds                                         84,490        84,256
  Retirement of first mortgage bonds                                                    (30,000)      (30,437)
  Dividends paid:
    Common stock                                                                        (26,400)            -
    Preferred stock                                                                      (5,663)       (8,917)
                                                                                       --------      --------
    Net cash flow provided by financing activities                                       22,427        44,902
                                                                                       --------      --------

Net increase in cash and cash equivalents                                               133,985       124,914

Cash and cash equivalents at beginning of period                                         43,857        11,798
                                                                                       --------      --------

Cash and cash equivalents at end of period                                             $177,842      $136,712
                                                                                       ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                                $22,208       $37,479
    Income taxes                                                                         $4,260        $6,460
  Noncash investing and financing activities:
    Acquisition of nuclear fuel                                                         $27,500             -
    Change in unrealized appreciation (depreciation) of
     decommissioning trust assets                                                          $143       ($4,363)

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      
                      ENTERGY ARKANSAS, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
                              ASSETS                                              (In Thousands)
<S>                                                                         <C>                <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                                    $18,302            $5,117
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                 29,404            17,462
        Other                                                                42,228            21,278
     Special deposits                                                        87,908                 -
                                                                         ----------        ----------
           Total cash and cash equivalents                                  177,842            43,857
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $2.3 million in 1997 and 1996)                                       55,866            71,144
    Associated companies                                                     29,034            45,303
    Other                                                                     3,557             5,862
    Accrued unbilled revenues                                                76,715           104,764
  Fuel inventory - at average cost                                           53,808            57,319
  Materials and supplies - at average cost                                   83,715            72,976
  Rate deferrals                                                            136,923           153,141
  Deferred excess capacity                                                    6,630             9,005
  Deferred nuclear refueling outage costs                                    18,552            24,534
  Prepayments and other                                                       5,838             7,491
                                                                         ----------        ----------
           Total                                                            648,480           595,396
                                                                         ----------        ----------

Other Property and Investments:
  Investment in subsidiary companies - at equity                             11,211            11,211
  Decommissioning trust fund                                                209,944           203,274
  Other - at cost (less accumulated depreciation)                             3,858             5,058
                                                                         ----------        ----------
           Total                                                            225,013           219,543
                                                                         ----------        ----------

Utility Plant:
  Electric                                                                4,588,636         4,578,728
  Property under capital leases                                              56,977            57,869
  Construction work in progress                                              95,239            83,524
  Nuclear fuel under capital lease                                          104,206            79,103
  Nuclear fuel                                                                    -            27,500
                                                                         ----------        ----------
           Total                                                          4,845,058         4,826,724
  Less - accumulated depreciation and amortization                        2,016,518         1,976,204
                                                                         ----------        ----------
           Utility plant - net                                            2,828,540         2,850,520
                                                                         ----------        ----------

Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                           53,181            75,249
    SFAS 109 regulatory asset - net                                         245,278           244,767
    Unamortized loss on reacquired debt                                      55,772            56,664
    Other regulatory assets                                                  82,271            80,257
  Other                                                                      31,302            31,421
                                                                         ----------        ----------
           Total                                                            467,804           488,358
                                                                         ----------        ----------

           TOTAL                                                         $4,169,837        $4,153,817
                                                                         ==========        ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                      ENTERGY ARKANSAS, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                             1997              1996
               LIABILITIES AND SHAREHOLDERS' EQUITY                              (In Thousands)
<S>                                                                         <C>               <C>
Current Liabilities:
  Currently maturing long-term debt                                         $90,052           $32,465
  Notes payable                                                                 667               667
  Accounts payable:
    Associated companies                                                     45,912            91,205
    Other                                                                    92,557            97,589
  Customer deposits                                                          23,087            21,800
  Taxes accrued                                                              80,234            54,194
  Accumulated deferred income taxes                                          59,149            70,506
  Interest accrued                                                           27,204            27,625
  Co-owner advances                                                          29,691            33,873
  Deferred fuel cost                                                         11,331             6,955
  Obligations under capital leases                                           53,044            53,012
  Other                                                                      13,241            17,967
                                                                         ----------        ----------
           Total                                                            526,169           507,858
                                                                         ----------        ----------

Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                         777,449           785,994
  Accumulated deferred investment tax credits                               107,205           108,307
  Obligations under capital leases                                          108,139            83,940
  Other                                                                     117,804           113,998
                                                                         ----------        ----------
           Total                                                          1,110,597         1,092,239
                                                                         ----------        ----------

Long-term debt                                                            1,254,122         1,255,388
Preferred stock with sinking fund                                            40,027            40,027
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                           60,000            60,000

Shareholders' Equity:
  Preferred stock without sinking fund                                      116,350           116,350
  Common stock, $0.01 par value, authorized
    325,000,000 shares; issued and outstanding
    46,980,196 shares                                                           470               470
  Paid-in capital                                                           590,169           590,169
  Retained earnings                                                         471,933           491,316
                                                                         ----------        ----------
           Total                                                          1,178,922         1,198,305
                                                                         ----------        ----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                         $4,169,837        $4,153,817
                                                                         ==========        ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ENTERGY ARKANSAS, INC.
                       SELECTED OPERATING RESULTS
            For the Three Months Ended March 31, 1997 and 1996


                                           Three Months Ended  Increase/
                Description                   1997      1996   (Decrease)     %
                                                   (In Millions)
<S>                                          <C>       <C>         <C>        <C>
Electric Operating Revenues:
  Residential                                $ 131.4   $ 132.2     ($0.8)     (1)
  Commercial                                    72.6      70.6       2.0       3
  Industrial                                    81.6      77.7       3.9       5
  Governmental                                   4.3       4.1       0.2       5
                                             -------   -------     -----
    Total retail                               289.9     284.6       5.3       2
  Sales for resale
     Associated companies                       60.8      59.8       1.0       2
     Non-associated companies                   44.2      48.8      (4.6)     (9)
  Other                                        (20.2)    (10.1)    (10.1)    100
                                             -------   -------     -----
    Total                                    $ 374.7   $ 383.1     ($8.4)     (2)
                                             =======   =======     =====
Billed Electric Energy
 Sales (Millions of kWh):
  Residential                                  1,518     1,571       (53)     (3)
  Commercial                                   1,008       996        12       1
  Industrial                                   1,570     1,525        45       3
  Governmental                                    60        56         4       7
                                             -------   -------     -----
    Total retail                               4,156     4,148         8       -
  Sales for resale
     Associated companies                      2,974     2,654       320      12
     Non-associated companies                  1,496     1,674      (178)    (11)
                                             -------   -------     -----
    Total                                      8,626     8,476       150       2
                                             =======   =======     =====
</TABLE>
<PAGE>                                  
                      ENTERGY GULF STATES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Net Income

     Net income increased for the first quarter of 1997 primarily due
to the $174 million net of tax write-off of River Bend rate deferrals
required  by the adoption of SFAS 121 in the first quarter  of  1996.
Excluding  the  effect  of the write-off, net income  for  the  first
quarter of 1997 would have increased approximately $10.8 million  due
to  increased  sales  volume and a decrease in  other  operation  and
maintenance expenses and interest on long-term debt.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1997  and  1996  are
discussed under "Revenues and Sales," "Expenses," and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1997 are as follows:

            Description            Increase/(Decrease)
                                      (In Millions)        
                                                           
Change in base revenues                    ($16.9)         
Fuel cost recovery                           22.3         
Sales volume/weather                          6.5         
Other revenue (including unbilled)           17.2         
Sales for resale                             (7.1)         
                                            -----
   Total                                    $22.0         
                                            =====               

      Electric operating revenues increased for the first quarter  of
1997  as  a  result of higher fuel adjustment revenues and  increased
other revenue, partially offset by a reduction in base revenue.  Fuel
adjustment revenues, which do not affect net income, increased due to
elevated fuel prices.  The increase in other revenue is primarily due
to  an increase in unbilled revenue.  Unbilled revenue increased  due
to  increased generation in the first quarter of 1997.  Base revenues
decreased  primarily due to rate reductions implemented for Louisiana
retail customers in February 1997.

      Gas  operating revenues increased for the first quarter of 1997
due  to  an  increase in the fixed fuel factor granted by  the  LPSC.
This   increase  permits  recovery  of  previously  uncollected   gas
revenues.
                                  
Expenses

      Operating expenses increased for the first quarter of 1997 as a
result  of higher fuel expenses, including purchased power, partially
offset  by  a  decrease in other operation and maintenance  expenses.
Purchased  power  increased  because of  higher  energy  requirements
resulting  from  higher  sales  to non-associated  utilities.   Other
operation  and  maintenance expenses decreased as  a  result  of  the
receipt  by Entergy Gulf States of proceeds from the sale of  Cajun's
share  of  River Bend power.  See Note 1 for additional  information.
No such sales were made in the first quarter of 1996 due to a nuclear
refueling outage at River Bend.

<PAGE>
                      ENTERGY GULF STATES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Other

      Other income increased for the first quarter of 1997, primarily
due  to  the write-off of River Bend rate deferrals required  by  the
adoption of SFAS 121 in the first quarter of 1996.  Interest  charges
decreased due to the retirement of certain high cost long-term  debt.
Income taxes increased due to higher pretax income.

<PAGE>
<TABLE>
<CAPTION>

                         ENTERGY GULF STATES, INC.
                        STATEMENTS OF INCOME (LOSS)
           For the Three Months Ended March 31, 1997 and 1996
                               (Unaudited)

                                                                      1997            1996
                                                                          (In Thousands)
<S>                                                                  <C>             <C>
Operating Revenues:
  Electric                                                           $448,138        $426,177
  Natural gas                                                          22,101          14,876
  Steam products                                                       11,089          15,578
                                                                     --------        --------
        Total                                                         481,328         456,631
                                                                     --------        --------


Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                       120,392         117,409
     Purchased power                                                   79,341          67,834
     Nuclear refueling outage expenses                                  2,645           2,360
     Other operation and maintenance                                   83,262          96,741
  Depreciation, amortization, and decommissioning                      52,968          51,251
  Taxes other than income taxes                                        29,207          26,334
  Amortization of rate deferrals                                       20,499          17,644
                                                                     --------        --------
        Total                                                         388,314         379,573
                                                                     --------        --------

Operating Income                                                       93,014          77,058
                                                                     --------        --------

Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                    725             493
  Write-off of River Bend rate deferrals                                      -      (194,498)
  Miscellaneous - net                                                   4,101           4,940
                                                                     --------        --------
        Total                                                           4,826        (189,065)
                                                                     --------        --------

Interest Charges:
  Interest on long-term debt                                           41,986          46,488
  Other interest - net                                                  2,738             950
  Distributions on preferred securities of subsidiary                   1,322               -
  Allowance for borrowed funds used
   during construction                                                   (619)           (428)
                                                                     --------        --------
        Total                                                          45,427          47,010
                                                                     --------        --------

Income (Loss) Before Income Taxes                                      52,413        (159,017)

Income Taxes                                                           19,878          (6,760)
                                                                     --------        --------

Net Income (Loss)                                                      32,535        (152,257)

Preferred Stock Dividend Requirements
  and Other                                                             8,943           7,219
                                                                     --------        --------
Earnings (Loss) Applicable to Common Stock                            $23,592       ($159,476)
                                                                     ========       =========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                           ENTERGY GULF STATES, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)

                                                                                         1997          1996
                                                                                           (In Thousands)
<S>                                                                                     <C>         <C>
Operating Activities:
  Net income (loss)                                                                     $32,535     ($152,257)
  Noncash items included in net income (loss):
    Write-off of River Bend rate deferrals                                                    -       194,498
    Change in rate deferrals                                                             20,275        17,644
    Depreciation, amortization, and decommissioning                                      52,968        51,251
    Deferred income taxes and investment tax credits                                      6,614        (6,812)
    Allowance for equity funds used during construction                                    (725)         (493)
  Changes in working capital:
    Receivables                                                                         (15,453)        8,020
    Fuel inventory                                                                        3,838         6,822
    Accounts payable                                                                    (19,558)         (902)
    Taxes accrued                                                                         4,981        (6,976)
    Interest accrued                                                                      7,099       (21,462)
    Deferred fuel                                                                        (3,648)      (30,733)
    Other working capital accounts                                                       12,860       (25,779)
  Decommissioning trust contributions                                                    (1,481)       (1,481)
  Provision for estimated losses and reserves                                            (2,284)        2,648
  Other                                                                                  12,638           777
                                                                                       --------      --------
    Net cash flow provided by operating activities                                      110,659        34,765
                                                                                       --------      --------

Investing Activities:
  Construction expenditures                                                             (27,932)      (36,419)
  Allowance for equity funds used during construction                                       725           493
  Nuclear fuel purchases                                                                      -       (22,188)
  Proceeds from sale/leaseback of nuclear fuel                                                -        23,375
                                                                                       --------      --------
    Net cash flow used in investing activities                                          (27,207)      (34,739)
                                                                                       --------      --------

Financing Activities:
  Proceeds from the issuance of:
    Long-term debt                                                                            -           780
    Preferred securities of subsidiary trust                                             82,323             -
  Retirement of first mortgage bonds                                                    (41,965)      (20,000)
  Redemption of preferred and preference stock                                          (89,367)       (4,204)
  Dividends paid on preferred and preference stock                                       (6,940)       (7,132)
                                                                                       --------      --------
    Net cash flow used in financing activities                                          (55,949)      (30,556)
                                                                                       --------      --------

Net increase (decrease) in cash and cash equivalents                                     27,503       (30,530)

Cash and cash equivalents at beginning of period                                        122,406       234,604
                                                                                       --------      --------

Cash and cash equivalents at end of period                                             $149,909      $204,074
                                                                                       ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                                $34,925       $66,212
    Change in unrealized appreciation of
      decommissioning trust assets                                                          $41             -

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     ENTERGY GULF STATES, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
                              ASSETS                                              (In Thousands)
<S>                                                                         <C>               <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                                    $18,670            $6,573
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                 47,463            45,234
        Other                                                                83,776            70,599
                                                                         ----------        ----------
           Total cash and cash equivalents                                  149,909           122,406
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $2.0 million in 1997 and 1996)                                       97,876            87,883
    Associated companies                                                      2,179             2,777
    Other                                                                    31,475            30,758
    Accrued unbilled revenues                                                80,692            75,351
  Deferred fuel costs                                                       103,151            99,503
  Accumulated deferred income taxes                                          57,947            56,714
  Fuel inventory - at average cost                                           41,171            45,009
  Materials and supplies - at average cost                                   91,750            86,157
  Rate deferrals                                                             92,164           105,456
  Prepayments and other                                                      13,756            16,321
                                                                         ----------        ----------
           Total                                                            762,070           728,335
                                                                         ----------        ----------

Other Property and Investments:
  Decommissioning trust fund                                                 43,960            41,983
  Other - at cost (less accumulated depreciation)                            38,859            38,358
                                                                         ----------        ----------
           Total                                                             82,819            80,341
                                                                         ----------        ----------

Utility Plant:
  Electric                                                                7,137,572         7,112,021
  Natural Gas                                                                47,017            45,443
  Steam products                                                             81,743            81,743
  Property under capital leases                                              72,363            72,800
  Construction work in progress                                             106,291           112,137
  Nuclear fuel under capital lease                                           43,276            49,833
                                                                         ----------        ----------
           Total                                                          7,488,262         7,473,977
  Less - accumulated depreciation and amortization                        2,890,955         2,846,083
                                                                         ----------        ----------
           Utility plant - net                                            4,597,307         4,627,894
                                                                         ----------        ----------

Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                          107,086           120,158
    SFAS 109 regulatory asset - net                                         376,921           372,817
    Unamortized loss on reacquired debt                                      53,071            54,761
    Other regulatory assets                                                  42,919            45,139
    Long-term receivables                                                   211,524           216,082
  Other                                                                     187,450           185,921
                                                                         ----------        ----------
           Total                                                            978,971           994,878
                                                                         ----------        ----------

           TOTAL                                                         $6,421,167        $6,431,448
                                                                         ==========        ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     ENTERGY GULF STATES, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
               LIABILITIES AND SHAREHOLDERS' EQUITY                               (In Thousands)
<S>                                                                        <C>               <C>
Current Liabilities:
  Currently maturing long-term debt                                        $150,865          $160,865
  Accounts payable:
    Associated companies                                                     50,169            55,630
    Other                                                                    71,444            85,541
  Customer deposits                                                          26,724            25,572
  Taxes accrued                                                              41,128            36,147
  Interest accrued                                                           56,750            49,651
  Nuclear refueling reserve                                                  15,283            12,354
  Obligations under capital leases                                           39,650            39,110
  Other                                                                      29,993            18,186
                                                                         ----------        ----------
           Total                                                            482,006           483,056
                                                                         ----------        ----------

Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                       1,220,762         1,200,935
  Accumulated deferred investment tax credits                               218,289           219,188
  Obligations under capital leases                                           75,989            83,524
  Deferred River Bend finance charges                                        27,599            33,688
  Other                                                                     535,948           539,752
                                                                         ----------        ----------
           Total                                                          2,078,587         2,077,087
                                                                         ----------        ----------

Long-term debt                                                            1,883,401         1,915,346
Preferred stock with sinking fund                                            75,210            77,459
Preference stock                                                            150,000           150,000
Company - obligated mandatorily redeemable
    preferred securities of subsidiary trust holding
    solely junior subordinated deferrable debentures                         85,000                 -


Shareholders' Equity:
  Preferred stock without sinking fund                                       51,444           136,444
  Common stock, no par value, authorized
    200,000,000 shares; issued and outstanding
    100 shares                                                              114,055           114,055
  Paid-in capital                                                         1,152,575         1,152,689
  Retained earnings                                                         348,889           325,312
                                                                         ----------        ----------
           Total                                                          1,666,963         1,728,500
                                                                         ----------        ----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                         $6,421,167        $6,431,448
                                                                         ==========        ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                          ENTERGY GULF STATES, INC.
                         SELECTED OPERATING RESULTS
            For the Three Months Ended March 31, 1997 and 1996
                                 (Unaudited)
                                                                            
                                           Three Months Ended  Increase/    
                Description                   1997      1996   (Decrease)     % 
                                                    (In Millions)
<S>                                          <C>       <C>         <C>        <C>
Electric Department Operating Revenues:
  Residential                                $ 133.6   $ 134.7    ($ 1.1)     (1)
  Commercial                                   105.4     102.5       2.9       3 
  Industrial                                   177.9     160.6      17.3      11
  Governmental                                   8.0       7.0       1.0      14 
                                             -------   -------     -----
    Total retail                               424.9     404.8      20.1       5  
  Sales for resale                                                               
     Associated companies                        9.0       2.8       6.2     221
     Non-associated companies                    5.7      19.0     (13.3)    (70)
  Other                                          8.6      (0.4)      9.0    2250 
                                             -------   -------     -----
    Total Electric Department                $ 448.2   $ 426.2    $ 22.0       5 
                                             =======   =======    ======
Billed Electric Energy
 Sales (Millions of kWh):
  Residential                                  1,793     1,825       (32)     (2)
  Commercial                                   1,488     1,462        26       2 
  Industrial                                   4,165     3,901       264       7 
  Governmental                                   115        92        23      25 
                                             -------   -------     -----
    Total retail                               7,561     7,280       281       4 
  Sales for resale                                                            
     Associated companies                         46        56       (10)    (18)
     Non-associated companies                    664       500       164      33
                                             -------   -------     -----
    Total Electric Department                  8,271     7,836       435       6
                                             =======   =======     =====
</TABLE>
<PAGE>
                       ENTERGY LOUISIANA, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS

Net Income

     Net income decreased for the first quarter of 1997 primarily due
to  a decrease in base revenues and to an increase in other operation
and  maintenance expenses.  These factors were partially offset by  a
decrease in income taxes.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1997  and  1996  are
discussed under "Revenues and Sales", "Expenses" , and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1997 are as follows:
                                                                  
                                                    First Quarter
Description                                      Increase/(Decrease)
                                                     (In Millions)           
                                                                        
Change in base revenues                                  ($5.7)    
Fuel cost recovery                                        22.4    
Sales volume/weather                                      (2.2)    
Other revenue (including unbilled)                         4.2    
Sales for resale                                          (2.5)    
                                                         -----
   Total                                                 $16.2    
                                                         =====

      Electric operating revenues increased for the first quarter  of
1997  primarily due to higher fuel adjustment revenues, which do  not
affect net income. This increase was partially offset by a prior year
base  rate reduction ordered in the second quarter of 1996 and  lower
sales volume due to warmer weather in the first quarter of 1997.
Fuel adjustment revenues increased due to higher fuel prices.

Expenses

      Operating expenses increased for the first quarter of 1997 as a
result  of  increases  in fuel expenses, higher other  operation  and
maintenance  expenses,  and the impact of  1996  rate  deferrals,  as
discussed below.  The increase in fuel expenses for the first quarter
of  1997  is  primarily  the  result of higher  fuel  prices.   Other
operation  and  maintenance expenses increased due to higher  nuclear
maintenance  expenses.  Waterford 3 property taxes recorded  in  1996
were  offset by the recording of the LPSC-approved rate deferral  for
these  taxes.  Depreciation expense increased due to plant  additions
and improvements.

Other

     Income taxes decreased due to lower pretax income.

<PAGE>
<TABLE>
<CAPTION>

                           ENTERGY LOUISIANA, INC.
                            STATEMENTS OF INCOME
            For the Three Months ended March 31, 1997 and 1996
                                (Unaudited)


                                                                      1997            1996
                                                                         (In Thousands)
<S>                                                                  <C>             <C>
Operating Revenues                                                   $433,983        $417,767
                                                                     --------        --------

Operating Expenses:
  Operation and maintenance:
     Fuel and fuel-related expenses                                   112,916          90,680
     Purchased power                                                   96,196         100,875
     Nuclear refueling outage expenses                                  3,975           4,000
     Other operation and maintenance                                   74,085          65,770
  Depreciation, amortization, and decommissioning                      44,371          41,741
  Taxes other than income taxes                                        18,239          19,734
  Rate deferrals                                                                       (6,859)
  Amortization of rate deferrals                                        6,321           6,660
                                                                     --------        --------
        Total                                                         356,103         322,601
                                                                     --------        --------

Operating Income                                                       77,880          95,166
                                                                     --------        --------

Other Income:
  Allowance for equity funds used
   during construction                                                    218             277
  Miscellaneous - net                                                    (641)            286
                                                                     --------        --------
        Total                                                            (423)            563
                                                                     --------        --------

Interest Charges:
  Interest on long-term debt                                           30,083          30,717
  Other interest - net                                                  1,935           2,336
  Distributions on preferred securities of subsidiary                   1,575               -
  Allowance for borrowed funds used
   during construction                                                   (378)           (408)
                                                                     --------        --------
        Total                                                          33,215          32,645
                                                                     --------        --------

Income Before Income Taxes                                             44,242          63,084

Income Taxes                                                           18,070          22,554
                                                                     --------        --------

Net Income                                                             26,172          40,530

Preferred Stock Dividend Requirements
  and Other                                                             3,592           4,915
                                                                     --------        --------

Earnings Applicable to Common Stock                                   $22,580         $35,615
                                                                     ========        ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months ended March 31, 1997 and 1996
                                  (Unaudited)


                                                                                          1997          1996
                                                                                            (In Thousands)

<S>                                                                                     <C>           <C>
Operating Activities:
  Net income                                                                            $26,172       $40,530
  Noncash items included in net income:
    Change in rate deferrals                                                              2,826         6,660
    Depreciation, amortization, and decommissioning                                      44,371        41,741
    Deferred income taxes and investment tax credits                                    (17,008)       (4,169)
    Allowance for equity funds used during construction                                    (218)         (277)
  Changes in working capital:
    Receivables                                                                           2,259         6,447
    Accounts payable                                                                    (33,184)       (2,740)
    Taxes accrued                                                                        23,535        40,406
    Interest accrued                                                                    (21,862)      (17,143)
    Deferred fuel                                                                        23,843        (3,784)
    Other working capital accounts                                                       18,534        (7,543)
  Decommissioning trust contributions                                                    (4,393)       (4,393)
  Provision for estimated losses and reserves                                             2,586          (615)
  Other                                                                                   8,734        (6,382)
                                                                                       --------      --------
    Net cash flow provided by operating activities                                       76,195        88,738
                                                                                       --------      --------

Investing Activities:
  Construction expenditures                                                             (12,421)      (26,235)
  Allowance for equity funds used during construction                                       218           277
  Nuclear fuel purchases                                                                (32,685)            -
  Proceeds from sale/leaseback of nuclear fuel                                           32,685             -
                                                                                       --------      --------
    Net cash flow used in investing activities                                          (12,203)      (25,958)
                                                                                       --------      --------

Financing Activities:
  Proceeds from the issuance of first mortgage bonds                                          -       113,994
  Retirement of:
    First mortgage bonds                                                                (16,000)      (35,000)
    Other long-term debt                                                                      -           (44)
  Redemption of preferred stock                                                          (7,500)       (7,500)
  Changes in short-term borrowings - net                                                 (6,694)      (28,468)
  Dividends paid:
    Common stock                                                                        (26,900)      (14,400)
    Preferred stock                                                                      (3,490)       (5,151)
                                                                                       --------      --------
    Net cash flow (used in) provided by financing activities                            (60,584)       23,431
                                                                                       --------      --------

Net increase in cash and cash equivalents                                                 3,408        86,211

Cash and cash equivalents at beginning of period                                         23,746        34,370
                                                                                       --------      --------

Cash and cash equivalents at end of period                                              $27,154      $120,581
                                                                                       ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest - net of amount capitalized                                               $52,242       $48,455
    Change in unrealized depreciation of
        decommissioning trust assets                                                      ($321)         ($94)

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                      ENTERGY LOUISIANA, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
                              ASSETS                                              (In Thousands)
<S>                                                                          <C>               <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                                     $4,926            $1,804
    Temporary cash investments - at cost,
      which approximates market                                              22,228            21,942
                                                                         ----------        ----------
           Total cash and cash equivalents                                   27,154            23,746
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $1.4 million in 1997 and 1996)                                       75,952            73,823
    Associated companies                                                     12,060            11,606
    Other                                                                     5,998             7,053
    Accrued unbilled revenues                                                60,092            63,879
  Deferred fuel costs                                                             -            18,347
  Accumulated deferred income taxes                                          15,692             1,465
  Materials and supplies - at average cost                                   87,548            78,449
  Rate deferrals                                                              2,923             5,749
  Deferred nuclear refueling outage costs                                     2,412             5,300
  Prepaid income tax                                                              -            24,651
  Prepayments and other                                                      11,712            10,234
                                                                         ----------        ----------
           Total                                                            301,543           324,302
                                                                         ----------        ----------

Other Property and Investments:
  Nonutility property                                                        22,492            22,525
  Decommissioning trust fund                                                 55,108            50,481
  Investment in subsidiary companies - at equity                             14,230            14,230
                                                                         ----------        ----------
           Total                                                             91,830            87,236
                                                                         ----------        ----------

Utility Plant:
  Electric                                                                5,005,501         4,997,456
  Property under capital leases                                             232,582           232,582
  Construction work in progress                                              52,768            56,180
  Nuclear fuel under capital lease                                           62,287            38,157
  Nuclear fuel                                                                1,506            34,191
                                                                         ----------        ----------
           Total                                                          5,354,644         5,358,566
  Less - accumulated depreciation and amortization                        1,921,269         1,881,847
                                                                         ----------        ----------
           Utility plant - net                                            3,433,375         3,476,719
                                                                         ----------        ----------

Deferred Debits and Other Assets:
  Regulatory assets:
    SFAS 109 regulatory asset - net                                         292,910           295,836
    Unamortized loss on reacquired debt                                      36,531            37,552
    Other regulatory assets                                                  27,203            30,320
  Other                                                                      27,100            27,313
                                                                         ----------        ----------
           Total                                                            383,744           391,021
                                                                         ----------        ----------

           TOTAL                                                         $4,210,492        $4,279,278
                                                                         ==========        ==========
See Notes to Financial Statements.
                      
</TABLE>                      
<PAGE>
<TABLE>
<CAPTION>
                      ENTERGY LOUISIANA, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
               LIABILITIES AND SHAREHOLDERS' EQUITY                              (In Thousands)
<S>                                                                         <C>               <C>
Current Liabilities:
  Currently maturing long-term debt                                         $53,400           $34,275
  Notes payable - associated companies                                       24,372            31,066
  Accounts payable:
    Associated companies                                                     40,825            73,389
    Other                                                                    56,245            89,550
  Customer deposits                                                          59,974            59,070
  Taxes accrued                                                              30,925             7,390
  Interest accrued                                                           27,387            49,249
  Dividends declared                                                          3,252             3,489
  Deferred fuel costs                                                         5,496                 -
  Obligations under capital leases                                           28,000            28,000
  Other                                                                       5,609             4,940
                                                                         ----------        ----------
           Total                                                            335,485           380,418
                                                                         ----------        ----------

Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                         826,793           831,093
  Accumulated deferred investment tax credits                               138,494           139,899
  Obligations under capital leases                                           34,287            10,156
  Deferred interest - Waterford 3 lease obligation                           17,055            16,809
  Other                                                                     118,626           114,665
                                                                         ----------        ----------
           Total                                                          1,135,255         1,112,622
                                                                         ----------        ----------

Long-term debt                                                            1,338,229         1,373,233
Preferred stock with sinking fund                                            85,000            92,500
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                           70,000            70,000

Shareholders' Equity:
  Preferred stock without sinking fund                                      100,500           100,500
  Common stock, no par value, authorized
    250,000,000 shares; issued and outstanding
    165,173,180 shares                                                    1,088,900         1,088,900
  Capital stock expense and other                                            (2,321)           (2,659)
  Retained earnings                                                          59,444            63,764
                                                                         ----------        ----------
           Total                                                          1,246,523         1,250,505
                                                                         ----------        ----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                         $4,210,492        $4,279,278
                                                                         ==========        ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY LOUISIANA, INC.
                        SELECTED OPERATING RESULTS
            For the Three Months Ended March 31, 1997 and 1996
                               (Unaudited)

                                           Three Months Ended  Increase/
                Description                   1997      1996   (Decrease)     %
                                                   (In Millions)
<S>                                          <C>       <C>        <C>         <C>
Electric Operating Revenues:
  Residential                                $ 133.3   $ 135.3    ($ 2.0)     (1)
  Commercial                                    89.5      86.0       3.5       4
  Industrial                                   188.1     175.6      12.5       7
  Governmental                                   9.0       8.5       0.5       6
                                             -------   -------     -----
    Total retail                               419.9     405.4      14.5       4
  Sales for resale
     Associated companies                        0.3       0.2       0.1      50
     Non-associated companies                   11.9      14.5      (2.6)    (18)
  Other                                          1.9      (2.3)      4.2     183
                                             -------   -------     -----
    Total                                    $ 434.0   $ 417.8   $  16.2       4
                                             =======   =======   =======
Billed Electric Energy
 Sales (Millions of kWh):
  Residential                                  1,723     1,826      (103)     (6)
  Commercial                                   1,103     1,092        11       1
  Industrial                                   4,325     4,213       112       3
  Governmental                                   119       115         4       3
                                             -------   -------     -----
    Total retail                               7,270     7,246        24     -
  Sales for resale
     Associated companies                          7         3         4     133
     Non-associated companies                    140       233       (93)    (40)
                                             -------   -------     -----
    Total                                      7,417     7,482       (65)     (1)
                                             =======   =======     =====
</TABLE>
<PAGE>
                      
                      ENTERGY MISSISSIPPI, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
Net Income

      Net  income decreased for the first quarter of 1997 as a result
of  an increase in other operation and maintenance expenses partially
offset by a decrease in income tax expense.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1997  and  1996  are
discussed under "Revenues and Sales," "Expenses," and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1997 are as follows:
                                          First Quarter     
Description                             Increase/(Decrease)
                                          (In Millions)     
                                                            
Change in base revenues                       ($0.3)         
Grand Gulf rate rider                          (5.9)         
Fuel cost recovery                              8.1         
Sales volume/weather                              -         
Other revenue (including unbilled)             (2.7)         
Sales for resale                               (2.8)         
                                              -----
   Total                                      ($3.6)         
                                              =====              

      Electric operating revenues decreased for the first quarter  of
1997,  due  to decreases in the Grand Gulf 1 rate rider revenues  and
sales  for  resale, which do not affect net income.  These  decreases
were partially offset by an increase in the fuel adjustment revenues,
which  also  have  no  impact on net income.  In connection  with  an
annual MPSC review, in October 1996, Entergy Mississippi's Grand Gulf
1  rate  rider was decreased based on the estimate of costs over  the
next year.  Therefore, Grand Gulf 1 rate rider revenues for the first
quarter of 1997 were lower than revenues for the same period in 1996.
Sales   for  resale,  specifically  sales  to  associated  companies,
decreased primarily due to changes in the generation requirements and
availability  among the domestic utility companies.  Fuel  adjustment
clause  revenues  increased due to higher fuel  costs,  as  discussed
below.

Expenses

      Operating expenses increased for the first quarter of 1997  due
to  increases  in  fuel,  purchased power, and  other  operation  and
maintenance expenses.  Fuel and purchased power expenses increased as
a  result  of higher fuel costs for the first quarter of  1997.   The
increase  in  other operation and maintenance expenses was  partially
due  to the settlement of an injury claim.  Higher contract work  and
materials  and supplies expenses in the first quarter  of  1997  also
contributed  to  the  increase  in other  operation  and  maintenance
expense.

      Rate  deferrals reducing operating expenses in  1996  and  1997
represent  the  deferral  of  Entergy Mississippi's  portion  of  the
proposed  System  Energy rate increase.  See Note  2  for  a  further
discussion.

Other

      Income  tax  expense for the first quarter  of  1997  decreased
because of lower pretax income.
                      
<PAGE>
<TABLE>
<CAPTION>



                         ENTERGY MISSISSIPPI, INC.
                           STATEMENTS OF INCOME
               For the Three Months Ended March 31, 1997 and 1996
                                (Unaudited)

                                                                       1997            1996
                                                                          (In Thousands)
<S>                                                                  <C>             <C>
Operating Revenues                                                   $200,328        $203,902
                                                                     --------        --------

Operating Expenses:
  Operation and maintenance:
     Fuel and fuel-related expenses                                    40,023          39,746
     Purchased power                                                   70,359          67,312
     Other operation and maintenance                                   30,020          27,649
  Depreciation and amortization                                        10,699          10,027
  Taxes other than income taxes                                        10,336           9,585
  Rate deferrals                                                       (7,614)         (7,151)
  Amortization of rate deferrals                                       23,811          26,264
                                                                     --------        --------
        Total                                                         177,634         173,432
                                                                     --------        --------

Operating Income                                                       22,694          30,470
                                                                     --------        --------

Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                    286             273
  Miscellaneous - net                                                    (312)            (78)
                                                                     --------        --------
        Total                                                             (26)            195
                                                                     --------        --------

Interest Charges:
  Interest on long-term debt                                           10,623          11,039
  Other interest - net                                                  1,336             940
  Allowance for borrowed funds used
   during construction                                                   (231)           (224)
                                                                     --------        --------
        Total                                                          11,728          11,755
                                                                     --------        --------

Income Before Income Taxes                                             10,940          18,910

Income Taxes                                                            2,588           5,986
                                                                     --------        --------

Net Income                                                              8,352          12,924

Preferred Stock Dividend Requirements
  and Other                                                             1,115           1,248
                                                                     --------        --------

Earnings Applicable to Common Stock                                    $7,237         $11,676
                                                                     ========        ========

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                           ENTERGY MISSISSIPPI, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)

                                                                                         1997          1996
                                                                                           (In Thousands)
<S>                                                                                     <C>           <C>
Operating Activities:
  Net income                                                                             $8,352       $12,924
  Noncash items included in net income:
    Change in rate deferrals                                                             35,710        31,475
    Depreciation and amortization                                                        10,699        10,027
    Deferred income taxes and investment tax credits                                     (6,269)       (7,907)
    Allowance for equity funds used during construction                                    (286)         (273)
  Changes in working capital:
    Receivables                                                                          23,627         4,269
    Fuel inventory                                                                          963         1,055
    Accounts payable                                                                     (7,461)        4,350
    Taxes accrued                                                                        (7,668)      (10,253)
    Interest accrued                                                                     (4,197)       (9,419)
    Other working capital accounts                                                           95         4,977
  Change in other regulatory assets                                                     (18,506)      (12,428)
  Other                                                                                    (231)          927
                                                                                       --------      --------
    Net cash flow provided by operating activities                                       35,684        29,724
                                                                                       --------      --------

Investing Activities:
  Construction expenditures                                                             (10,468)      (19,297)
  Allowance for equity funds used during construction                                       286           273
                                                                                       --------      --------
    Net cash flow used in investing activities                                          (10,182)      (19,024)
                                                                                       --------      --------

Financing Activities:
  Retirement of first mortgage bonds                                                          -       (25,000)
  Redemption of preferred stock                                                          (7,000)       (8,000)
  Changes in short-term borrowings - net                                                (11,141)       17,436
  Dividends paid:
    Common stock                                                                         (9,200)       (7,700)
    Preferred stock                                                                      (1,128)       (1,392)
                                                                                       --------      --------
    Net cash flow used in financing activities                                          (28,469)      (24,656)
                                                                                       --------      --------

Net decrease in cash and cash equivalents                                                (2,967)      (13,956)

Cash and cash equivalents at beginning of period                                          9,498        16,945
                                                                                       --------      --------

Cash and cash equivalents at end of period                                               $6,531        $2,989
                                                                                       ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                                $15,620       $20,860
    Income taxes                                                                              -        $4,932

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                     ENTERGY MISSISSIPPI, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
                              ASSETS                                              (In Thousands)
<S>                                                                          <C>               <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                                     $6,531            $2,384
    Special deposits                                                              -             7,114
                                                                         ----------        ----------
           Total cash and cash equivalents                                    6,531             9,498
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $1.4 million in 1997 and 1996)                                       34,510            44,809
    Associated companies                                                      1,905             4,382
    Other                                                                     1,033             2,014
    Accrued unbilled revenues                                                39,513            49,383
  Fuel inventory - at average cost                                            5,698             6,661
  Materials and supplies - at average cost                                   21,408            17,567
  Rate deferrals                                                            141,656           142,504
  Prepayments and other                                                       5,125             7,434
                                                                         ----------        ----------
           Total                                                            257,379           284,252
                                                                         ----------        ----------

Other Property and Investments:
  Investment in subsidiary companies - at equity                              5,531             5,531
  Other - at cost (less accumulated depreciation)                             7,886             7,923
                                                                         ----------        ----------
           Total                                                             13,417            13,454
                                                                         ----------        ----------

Utility Plant:
  Electric                                                                1,638,705         1,633,484
  Construction work in progress                                              48,831            47,373
                                                                         ----------        ----------
           Total                                                          1,687,536         1,680,857
  Less - accumulated depreciation and amortization                          642,726           635,754
                                                                         ----------        ----------
           Utility plant - net                                            1,044,810         1,045,103
                                                                         ----------        ----------

Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                           69,726           104,588
    SFAS 109 regulatory asset - net                                          14,819            11,813
    Unamortized loss on reacquired debt                                       9,042             9,254
    Other regulatory assets                                                  64,815            46,309
  Other                                                                       6,628             6,693
                                                                         ----------        ----------
           Total                                                            165,030           178,657
                                                                         ----------        ----------

           TOTAL                                                         $1,480,636        $1,521,466
                                                                         ==========        ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     ENTERGY MISSISSIPPI, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                             1997              1996
               LIABILITIES AND SHAREHOLDERS' EQUITY                              (In Thousands)
<S>                                                                         <C>               <C>
Current Liabilities:
  Currently maturing long-term debt                                         $96,015           $96,015
  Notes payable - associated companies                                       39,112            50,253
  Accounts payable:
    Associated companies                                                     32,164            32,878
    Other                                                                    16,954            23,701
  Customer deposits                                                          26,690            26,258
  Taxes accrued                                                              18,814            26,482
  Accumulated deferred income taxes                                          58,309            58,634
  Interest accrued                                                           16,712            20,909
  Other                                                                       5,002             3,065
                                                                         ----------        ----------
           Total                                                            309,772           338,195
                                                                         ----------        ----------

Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                         246,960           249,522
  Accumulated deferred investment tax credits                                25,045            25,422
  Other                                                                      18,794            19,445
                                                                         ----------        ----------
           Total                                                            290,799           294,389
                                                                         ----------        ----------

Long-term debt                                                              399,100           399,054
Preferred stock with sinking fund                                                 -             7,000

Shareholders' Equity:
  Preferred stock without sinking fund                                       57,881            57,881
  Common stock, no par value, authorized
    15,000,000 shares; issued and outstanding
    8,666,357 shares                                                        199,326           199,326
  Capital stock expense and other                                               (42)             (143)
  Retained earnings                                                         223,800           225,764
                                                                         ----------        ----------
           Total                                                            480,965           482,828
                                                                         ----------        ----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                         $1,480,636        $1,521,466
                                                                         ==========        ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                         ENTERGY MISSISSIPPI, INC.
                        SELECTED OPERATING RESULTS
            For the Three Months Ended March 31, 1997 and 1996
                              (Unaudited)

                                           Three Months Ended  Increase/
                Description                   1997      1996   (Decrease)     %
                                                    (In Millions)
<S>                                           <C>       <C>       <C>         <C>
Electric Operating Revenues:
  Residential                                 $ 75.2    $ 77.5    ($ 2.3)     (3)
  Commercial                                    64.5      62.3       2.2       4
  Industrial                                    43.0      40.8       2.2       5
  Governmental                                   6.7       6.9      (0.2)     (3)
                                             -------   -------     -----
    Total retail                               189.4     187.5       1.9       1
  Sales for resale
     Associated companies                       11.0      13.6      (2.6)    (19)
     Non-associated companies                    5.1       5.3      (0.2)     (4)
  Other                                         (5.2)     (2.5)     (2.7)   (108)
                                             -------   -------     -----
    Total                                    $ 200.3   $ 203.9    ($ 3.6)     (2)
                                             =======   =======    ======
Billed Electric Energy
 Sales (Millions of kWh):
  Residential                                    991     1,055       (64)     (6)
  Commercial                                     819       777        42       5
  Industrial                                     723       694        29       4
  Governmental                                    80        81        (1)     (1)
                                             -------   -------     -----
    Total retail                               2,613     2,607         6     -
  Sales for resale
     Associated companies                        197       269       (72)    (27)
     Non-associated companies                    102       116       (14)    (12)
                                             -------   -------     -----
    Total                                      2,912     2,992       (80)     (3)
                                             =======   =======     =====
</TABLE>
<PAGE>
                       ENTERGY NEW ORLEANS, INC.                  

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS

Net Income

      Net  income decreased for the first quarter of 1997 as a result
of  reduced  natural gas sales, partially offset  by  reduced  income
taxes.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1997  and  1996  are
discussed under "Revenues and Sales," "Expenses," and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1997 are as follows:

                                            First Quarter      
Description                              Increase/(Decrease)
                                            (In Millions)      
                                                               
Change in base revenues                         ($1.0)          
Fuel cost recovery                                6.3          
Sales volume/weather                              0.3          
Other revenue (including unbilled)                0.1          
Sales for resale                                 (0.8)          
                                                 ----
   Total                                         $4.9          
                                                 ====

      Electric operating revenues increased for the first quarter  of
1997  due  to an increase in fuel adjustment revenues, which  do  not
affect  net  income.   Fuel  adjustment  revenues  increased  due  to
elevated  fuel prices during the period for which fuel revenues  were
billed.

      Gas  operating revenues decreased for the first quarter of 1997
due  to a lower unit purchase price for gas purchased for resale  and
due to a reduction in sales.  Milder weather in the first quarter  of
1997 is primarily responsible the reduction in sales.

Expenses

      Operating expenses increased for the first quarter of 1997  due
to increased taxes other than income taxes and increased amortization
of  rate deferrals.  Taxes other than income taxes increased  due  to
higher  franchise taxes resulting from a December 1996 Council  order
increasing Entergy New Orleans' annual franchise fee from 2.5% to  5%
of gross revenues.  The increase in amortization of rate deferrals in
the  first  quarter of 1997 is primarily a result of increased  over-
recovery of Grand Gulf 1 related costs in 1997 compared to 1996.

Other

      Income tax expense decreased for the first quarter of 1997  due
to lower pretax income.

<PAGE>
<TABLE>
<CAPTION>


                         ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF INCOME
            For the Three Months Ended March 31, 1997 and 1996
                                (Unaudited)

                                                                       1997            1996
                                                                         (In Thousands)
<S>                                                                   <C>             <C>
Operating Revenues:
  Electric                                                            $89,561         $84,683
  Natural gas                                                          35,395          42,597
                                                                     --------        --------
        Total                                                         124,956         127,280
                                                                     --------        --------


Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                        42,782          41,436
     Purchased power                                                   36,582          38,739
     Other operation and maintenance                                   15,255          16,424
  Depreciation and amortization                                         5,193           4,971
  Taxes other than income taxes                                         8,886           6,863
  Rate deferrals                                                       (1,961)         (1,401)
  Amortization of rate deferrals                                        9,464           4,496
                                                                     --------        --------
        Total                                                         116,201         111,528
                                                                     --------        --------

Operating Income                                                        8,755          15,752
                                                                     --------        --------

Other Income:
  Allowance for equity funds used
   during construction                                                     80              74
  Miscellaneous - net                                                      31             774
                                                                     --------        --------
        Total                                                             111             848
                                                                     --------        --------

Interest Charges:
  Interest on long-term debt                                            3,623           4,059
  Other interest - net                                                    291             282
  Allowance for borrowed funds used
   during construction                                                    (63)            (59)
                                                                     --------        --------
        Total                                                           3,851           4,282
                                                                     --------        --------

Income Before Income Taxes                                              5,015          12,318

Income Taxes                                                            2,197           4,283
                                                                     --------        --------

Net Income                                                              2,818           8,035

Preferred Stock Dividend Requirements
  and Other                                                               241             241
                                                                     --------        --------

Earnings Applicable to Common Stock                                    $2,577          $7,794
                                                                     ========        ========

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                           ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)

                                                                                          1997          1996
                                                                                            (In Thousands)
<S>                                                                                      <C>           <C>
Operating Activities:
  Net income                                                                             $2,818        $8,035
  Noncash items included in net income:
    Change in rate deferrals                                                              7,848         7,565
    Depreciation and amortization                                                         5,193         4,971
    Deferred income taxes and investment tax credits                                     (3,654)        2,270
    Allowance for equity funds used during construction                                     (80)          (74)
  Changes in working capital:
    Receivables                                                                           6,890         5,675
    Accounts payable                                                                     (2,210)       (5,397)
    Taxes accrued                                                                         7,052         2,584
    Interest accrued                                                                     (2,602)       (2,917)
    Other working capital accounts                                                      (10,556)      (18,263)
  Other                                                                                   1,896        (7,339)
                                                                                       --------       -------
    Net cash flow provided by (used in) operating activities                             12,595        (2,890)
                                                                                       --------       -------

Investing Activities:
  Construction expenditures                                                                (684)       (7,919)
  Allowance for equity funds used during construction                                        80            74
                                                                                       --------       -------
    Net cash flow used in investing activities                                             (604)       (7,845)
                                                                                       --------       -------

Financing Activities:
  Proceeds from the issuance of general and refunding mortgage bonds                          -        39,608
  Retirement of first mortgage bonds                                                          -       (23,250)
  Dividends paid:
    Common stock                                                                         (2,800)       (3,300)
    Preferred stock                                                                        (482)         (482)
                                                                                       --------       -------
   Net cash flow (used in) provided by financing activities                              (3,282)       12,576
                                                                                       --------       -------

Net increase in cash and cash equivalents                                                 8,709         1,841

Cash and cash equivalents at beginning of period                                         17,510        49,746
                                                                                       --------       -------

Cash and cash equivalents at end of period                                              $26,219       $51,587
                                                                                       ========       =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                                 $6,360        $7,054

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     ENTERGY NEW ORLEANS, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
                              ASSETS                                              (In Thousands)
<S>                                                                          <C>               <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                                     $3,366            $1,015
    Temporary cash investments - at cost,
      which approximates market:
       Associated companies                                                   3,558             7,435
       Other                                                                  5,111             9,060
     Special deposits                                                        14,184                 -
                                                                           --------          --------
           Total cash and cash equivalents                                   26,219            17,510
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $0.7 million in 1997 and 1996)                                       23,971            27,430
    Associated companies                                                      1,264               714
    Other                                                                     2,826             1,764
    Accrued unbilled revenues                                                12,021            17,064
  Deferred electric fuel and resale gas costs                                 7,399             7,290
  Materials and supplies - at average cost                                   12,913             9,904
  Rate deferrals                                                             37,818            37,692
  Prepayments and other                                                      11,542             7,157
                                                                           --------          --------
           Total                                                            135,973           126,525
                                                                           --------          --------

Other Property and Investments:
  Investment in subsidiary companies - at equity                              3,259             3,259
                                                                           --------          --------

Utility Plant:
  Electric                                                                  507,265           503,061
  Natural gas                                                               128,076           122,700
  Construction work in progress                                               8,784            18,247
                                                                           --------          --------
           Total                                                            644,125           644,008
  Less - accumulated depreciation and amortization                          352,390           347,790
                                                                           --------          --------
           Utility plant - net                                              291,735           296,218
                                                                           --------          --------

Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                           91,524            99,498
    SFAS 109 regulatory asset - net                                           5,276             6,051
    Unamortized loss on reacquired debt                                       1,583             1,647
    Other regulatory assets                                                  17,976            15,908
  Other                                                                         806               890
                                                                           --------          --------
           Total                                                            117,165           123,994
                                                                           --------          --------

           TOTAL                                                           $548,132          $549,996
                                                                           ========          ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     ENTERGY NEW ORLEANS, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
               LIABILITIES AND SHAREHOLDERS' EQUITY                             (In Thousands)
<S>                                                                         <C>               <C>
Current Liabilities:
  Currently maturing long-term debt                                         $12,000           $12,000
  Accounts payable:
    Associated companies                                                     14,824            18,757
    Other                                                                    15,853            14,130
  Customer deposits                                                          19,067            18,974
  Taxes accrued                                                               8,256             1,204
  Accumulated deferred income taxes                                           3,429             5,584
  Interest accrued                                                            2,723             5,325
  Provision for rate refund                                                  16,274            19,465
  Other                                                                       1,566             1,521
                                                                           --------          --------
           Total                                                             93,992            96,960
                                                                           --------          --------

Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                          70,621            72,895
  Accumulated deferred investment tax credits                                 7,837             7,984
  Accumulated provision for property insurance                               15,666            15,666
  Other                                                                      28,444            24,713
                                                                           --------          --------
           Total                                                            122,568           121,258
                                                                           --------          --------

Long-term debt                                                              168,904           168,888

Shareholders' Equity:
  Preferred stock without sinking fund                                       19,780            19,780
  Common Shareholder's Equity:
   Common stock, $4 par value, authorized
    10,000,000 shares; issued and outstanding
    8,435,900 shares                                                         33,744            33,744
  Paid-in capital                                                            36,294            36,294
  Retained earnings subsequent to the elimination of
     the accumulated deficit on November 30, 1988                            72,850            73,072
                                                                           --------          --------
           Total                                                            162,668           162,890
                                                                           --------          --------


Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                           $548,132          $549,996
                                                                           ========          ========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY NEW ORLEANS, INC.
                        SELECTED OPERATING RESULTS
          For the Three Months Ended March 31, 1997 and 1996
                                (Unaudited)


                                           Three Months Ended  Increase/
                Description                   1997      1996   (Decrease)     %
                                                   (In Millions)
<S>                                           <C>       <C>       <C>         <C>
Electric Operating Revenues:
  Residential                                 $ 28.7    $ 31.7    ($ 3.0)     (9)
  Commercial                                    36.3      33.2       3.1       9
  Industrial                                     6.2       5.6       0.6      11
  Governmental                                  13.6      12.2       1.4      11
                                             -------   -------     -----
    Total retail                                84.8      82.7       2.1       3
  Sales for resale
     Associated companies                        1.9       1.9       0.0     -
     Non-associated companies                    1.7       2.5      (0.8)    (32)
  Other                                          1.2      (2.4)      3.6    (150)
                                             -------   -------     -----
    Total                                     $ 89.6    $ 84.7     $ 4.9       6
                                             =======   =======     =====
Billed Electric Energy
 Sales (Millions of kWh):
  Residential                                    374       391       (17)     (4)
  Commercial                                     478       465        13       3
  Industrial                                     114       111         3       3
  Governmental                                   221       212         9       4
                                             -------   -------     -----
    Total retail                               1,187     1,179         8       1
  Sales for resale
     Associated companies                         47        45         2       4
     Non-associated companies                     23        52       (29)    (56)
                                             -------   -------     -----
    Total                                      1,257     1,276       (19)     (1)
                                             =======   =======     =====
</TABLE>
<PAGE>                                  
                    SYSTEM ENERGY RESOURCES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  

Net Income

      Net income increased slightly for the first quarter of 1997  as
compared  to the same period in 1996 primarily as a result  of  lower
interest  charges,  partially offset by increased  nuclear  refueling
outage  expenses  and depreciation, amortization and  decommissioning
expenses.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1997  and  1996  are
discussed under "Revenues," "Expenses," and "Other" below.

Revenues

     Operating revenues recover operating expenses, depreciation, and
capital  costs  attributable to Grand  Gulf  1.   Capital  costs  are
computed by allowing a return on System Energy's common equity  funds
allocable  to its net investment in Grand Gulf 1 and adding  to  such
amount System Energy's effective interest cost for its debt allocable
to  its  investment  in  Grand Gulf 1.  Operating  revenues  remained
relatively unchanged for the first quarter of 1997.

Expenses

      Operating expenses increased for the first quarter of 1997  due
to  higher nuclear refueling outage expenses and higher depreciation,
amortization, and decommissioning expenses. Nuclear refueling  outage
expenses  increased due to costs that were deferred from the November
1996  outage,  which are now being amortized over an 18 month  period
beginning  December 1996.  In the majority of 1996, such  costs  were
expensed  as  incurred.  The increase in depreciation,  amortization,
and  decommissioning expense is due to the recognition of  additional
depreciation  associated with the sale and leaseback  in  1989  of  a
portion of Grand Gulf 1, in accordance with regulatory approval.

Other

      Interest charges decreased for the first quarter of 1997 due to
the  refinancing of higher cost long-term debt in 1996.  Income taxes
decreased due to lower pretax income.

<PAGE>
<TABLE>
<CAPTION>

                      SYSTEM ENERGY RESOURCES, INC.
                          STATEMENTS OF INCOME
            For the Three Months Ended March 31, 1997 and 1996
                               (Unaudited)

                                                                      1997            1996
                                                                         (In Thousands)

<S>                                                                  <C>             <C>
Operating Revenues                                                   $155,662        $156,424
                                                                     --------        --------

Operating Expenses:
  Operation and maintenance:
     Fuel and fuel-related expenses                                    12,017          12,840
     Nuclear refueling outage expenses                                  3,717             308
     Other operation and maintenance                                   20,390          21,433
  Depreciation, amortization, and decommissioning                      38,797          31,999
  Taxes other than income taxes                                         6,425           6,906
                                                                     --------        --------
        Total                                                          81,346          73,486
                                                                     --------        --------

Operating Income                                                       74,316          82,938
                                                                     --------        --------

Other Income:
  Allowance for equity funds used
   during construction                                                    280             350
  Miscellaneous - net                                                   1,323             839
                                                                     --------        --------
        Total                                                           1,603           1,189
                                                                     --------        --------

Interest Charges:
  Interest on long-term debt                                           30,758          37,953
  Other interest - net                                                  1,782           1,991
  Allowance for borrowed funds used
   during construction                                                   (279)           (354)
                                                                     --------        --------
        Total                                                          32,261          39,590
                                                                     --------        --------

Income Before Income Taxes                                             43,658          44,537

Income Taxes                                                           19,313          21,007
                                                                     --------        --------

Net Income                                                            $24,345         $23,530
                                                                     ========        ========

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                         SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)

                                                                                          1997          1996
                                                                                           (In Thousands)
<S>                                                                                     <C>           <C>
Operating Activities:
  Net income                                                                            $24,345       $23,530
  Noncash items included in net income:
    Depreciation, amortization, and decommissioning                                      38,797        31,999
    Deferred income taxes and investment tax credits                                    (11,568)       (8,897)
    Allowance for equity funds used during construction                                    (280)         (350)
  Changes in working capital:
    Receivables                                                                          (2,294)       (2,870)
    Accounts payable                                                                     (2,241)       17,326
    Taxes accrued                                                                        15,587        13,735
    Interest accrued                                                                     (2,171)      (10,825)
    Other working capital accounts                                                         (220)       (4,711)
  Decommissioning trust contributions                                                    (1,579)       (2,131)
  FERC Settlement - refund obligation                                                    (1,082)         (956)
  Provision for estimated losses and reserves                                            12,808        13,954
  Other                                                                                    (263)       (2,137)
                                                                                       --------      --------
    Net cash flow provided by operating activities                                       69,839        67,667
                                                                                       --------      --------

Investing Activities:
  Construction expenditures                                                              (1,699)       (1,384)
  Allowance for equity funds used during construction                                       280           350
  Nuclear fuel purchases                                                                    (39)         (733)
  Proceeds from sale/leaseback of nuclear fuel                                               39             -
                                                                                       --------      --------
    Net cash flow used in investing activities                                           (1,419)       (1,767)
                                                                                       --------      --------

Financing Activities:
  Proceeds from the issuance of long term debt                                                -        89,192
  Retirement of long term debt                                                                -       (92,700)
  Changes in short-term borrowings - net                                                      -        (2,990)
  Common stock dividends paid                                                           (37,100)      (23,300)
                                                                                       --------      --------
    Net cash flow used in financing activities                                          (37,100)      (29,798)
                                                                                       --------      --------

Net  increase in cash and cash equivalents                                               31,320        36,102

Cash and cash equivalents at beginning of period                                         92,315           240
                                                                                       --------      --------

Cash and cash equivalents at end of period                                             $123,635       $36,342
                                                                                       ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                                $32,398       $48,911
    Income taxes                                                                              -        $1,500
  Noncash investing and financing activities:
    Change in unrealized appreciation (depreciation) of
    decommissioning trust assets                                                          ($982)         $192

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                   SYSTEM ENERGY RESOURCES, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                             1997              1996
                              ASSETS                                               (In Thousands)
<S>                                                                           <C>                 <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                                      $ -                 $26
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                 50,750            41,600
        Other                                                                72,885            50,689
                                                                         ----------        ----------
           Total cash and cash equivalents                                  123,635            92,315
  Accounts receivable:
    Associated companies                                                     74,455            71,337
    Other                                                                     1,698             2,522
  Materials and supplies - at average cost                                   66,823            66,302
  Deferred nuclear refueling outage costs                                    20,772            24,005
  Prepayments and other                                                       7,644             4,929
                                                                         ----------        ----------
           Total                                                            295,027           261,410
                                                                         ----------        ----------

Other Property and Investments:
  Decommissioning trust fund                                                 66,922            62,223
                                                                         ----------        ----------

Utility Plant:
  Electric                                                                2,994,191         2,994,445
  Electric plant under leases                                               447,663           447,409
  Construction work in progress                                              43,061            41,362
  Nuclear fuel under capital lease                                           74,719            83,558
                                                                         ----------        ----------
           Total                                                          3,559,634         3,566,774
  Less - accumulated depreciation and amortization                        1,003,292           974,472
                                                                         ----------        ----------
           Utility plant - net                                            2,556,342         2,592,302
                                                                         ----------        ----------

Deferred Debits and Other Assets:
  Regulatory assets:
    SFAS 109 regulatory asset - net                                         259,385           264,758
    Unamortized loss on reacquired debt                                      56,185            57,785
    Other regulatory assets                                                 201,156           207,214
  Other                                                                      15,387            15,601
                                                                         ----------        ----------
           Total                                                            532,113           545,358
                                                                         ----------        ----------

           TOTAL                                                         $3,450,404        $3,461,293
                                                                         ==========        ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                   SYSTEM ENERGY RESOURCES, INC.
                           BALANCE SHEETS
               March 31, 1997 and December 31, 1996
                            (Unaudited)

                                                                              1997              1996
               LIABILITIES AND SHAREHOLDER'S EQUITY                              (In Thousands)
<S>                                                                         <C>               <C>
Current Liabilities:
  Currently maturing long-term debt                                         $10,000           $10,000
  Accounts payable:
    Associated companies                                                     25,330            18,245
    Other                                                                     9,510            18,836
  Taxes accrued                                                              83,410            67,823
  Interest accrued                                                           32,024            34,195
  Obligations under capital leases                                           28,000            28,000
  Other                                                                       2,089             2,306
                                                                         ----------        ----------
           Total                                                            190,363           179,405
                                                                         ----------        ----------

Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                         606,908           624,020
  Accumulated deferred investment tax credits                               102,778           103,647
  Obligations under capital leases                                           46,719            55,558
  FERC Settlement - refund obligation                                        51,757            52,839
  Other                                                                     184,227           165,517
                                                                         ----------        ----------
           Total                                                            992,389         1,001,581
                                                                         ----------        ----------

Long-term debt                                                            1,418,969         1,418,869

Common Shareholder's Equity:
  Common stock, no par value, authorized
    1,000,000 shares; issued and outstanding
    789,350 shares                                                          789,350           789,350
  Retained earnings                                                          59,333            72,088
                                                                         ----------        ----------
           Total                                                            848,683           861,438
                                                                         ----------        ----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                         $3,450,404        $3,461,293
                                                                         ==========        ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>                                  
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
                    NOTES TO FINANCIAL STATEMENTS
                             (Unaudited)

NOTE 1.  COMMITMENTS AND CONTINGENCIES

Cajun - River Bend  (Entergy Corporation and Entergy Gulf States)

      Entergy  Gulf States and Cajun, respectively, own 70%  and  30%
undivided interests in River Bend (operated by Entergy Gulf  States),
and  42% and 58% undivided interests in Big Cajun 2, Unit 3 (operated
by  Cajun).   These  relationships have spawned  a  number  of  long-
standing  disputes  and  claims between the  parties.   An  agreement
setting forth terms for the resolution of all such disputes has  been
reached by Entergy Gulf States, the Cajun bankruptcy trustee, and the
RUS,  and  was approved by the United States District Court  for  the
Middle  District  of Louisiana (District Court) on  August  26,  1996
(Cajun Settlement).  On September 6, 1996, the Committee of Unsecured
Creditors in the Cajun bankruptcy proceeding filed a Notice of Appeal
to  the  United States Court of Appeals for the Fifth Circuit  (Fifth
Circuit),  objecting  that  the order approving  the  settlement  was
separate  from  the  approval  of  a  plan  of  reorganization   and,
therefore, improper.  The Cajun Settlement is subject to this  appeal
and  approvals by the appropriate regulatory agencies.  Entergy  Gulf
States  has  made filings with the FERC and the SEC seeking  approval
for the transfer of certain Cajun transmission assets to Entergy Gulf
States.  Management  believes that it  is  probable  that  the  Cajun
Settlement  will ultimately be approved and consummated. On  December
16,  1996,  the Bankruptcy Court began hearings on the balloting  and
the  plan  that  will be adopted. See Note 9 of  the  Form  10-K  for
additional  information  regarding  the  Cajun  litigation,   Cajun's
bankruptcy proceedings, and related filings.

      The  terms of the Cajun Settlement include, but are not limited
to,  the following: (i) Cajun's interest in River Bend will be turned
over  to  the RUS, which will have the option to retain the interest,
sell it to a third party, or transfer it to Entergy Gulf States at no
cost; (ii) Cajun will set aside a total of $125 million for its share
of the decommissioning costs of River Bend; (iii) Cajun will transfer
certain  transmission assets to Entergy Gulf States; (iv)  Cajun  and
Entergy  Gulf  States will settle transmission disputes  and  release
each  other  from claims for payment under transmission arrangements,
as  discussed  under "Cajun - Transmission Service"  below;  (v)  all
funds  paid by Entergy Gulf States into the registry of the  District
Court  will  be returned to Entergy Gulf States; (vi) Cajun  will  be
released  from  its  unpaid past, present, and future  liability  for
River Bend costs and expenses; and (vii) all litigation between Cajun
and  Entergy  Gulf States will be dismissed.  Based on  the  District
Court's  approval  of  the Cajun Settlement, the  litigation  accrual
established  in 1994 for possible losses associated with  the  Cajun-
River Bend litigation was reversed in September 1996.

      Cajun  has not paid its full share of capital costs,  operating
and   maintenance   expenses,  and  other  costs  for   repairs   and
improvements  to  River Bend since 1992. Cajun's  unpaid  portion  of
River  Bend  operating  and maintenance expenses  (including  nuclear
fuel)   and  capital  costs  for  the  first  quarter  of  1997   was
approximately  $12.4  million. The cumulative cost  to  Entergy  Gulf
States resulting from Cajun's failure to pay its full share of  River
Bend-related costs, reduced by the proceeds from the sale by  Entergy
Gulf  States  of Cajun's share of River Bend power and payments  into
the  registry of the District Court for Entergy Gulf States'  portion
of expenses for Big Cajun 2, Unit 3, was $6.0 million as of March 31,
1997.  Cajun's  unpaid  portion of the River Bend  related  costs  is
reflected  in  long-term receivables which is substantially  reserved 
for  in  other  deferred  credits.  As  discussed  above,  the  Cajun  
Settlement will  conclude  all disputes regarding the non-payment  by  
Cajun  of River  Bend  operating  and  maintenance  expenses.   Cajun 
continues to pay its share of decommissioning costs for River Bend.

      The  RUS entered into an agreement as of February 11, 1997  for
the sale of Cajun's 30% interest in River Bend to PECO Energy Company
(PECO)  pursuant  to  authorization granted in the  Bankruptcy  Court
Order of August 26, 1996.  Under the terms of this agreement, the RUS
may  accept proposals from other parties, and PECO has the option  to
terminate.   To  accomplish  the  sale  of  the  assets,  the   Cajun
bankruptcy  trustee has filed a motion to sell the Cajun  River  Bend
interest,  which  motion also seeks an order extending  the  time  by
which  the Cajun Settlement must be consummated from June 1, 1997  to
December 31, 1997.  The RUS and Entergy Gulf States have consented to
the motion.  The motion is set for hearing on May 29, 1997 before the
Bankruptcy Court.

Cajun  - Transmission Service  (Entergy Corporation and Entergy  Gulf
States)

      Entergy  Gulf States and Cajun are parties to FERC  proceedings
relating to transmission service charge disputes.  As a result of the
proposed  Cajun  Settlement,  the FERC has  dismissed  or  placed  in
abeyance various proceedings pending before it, to which Cajun or the
Cajun  Trustee  are  parties, that would be  resolved  by  the  Cajun
Settlement.   See Note 9 in the Form 10-K for additional  information
regarding these FERC proceedings and FERC orders issued as  a  result
of such proceedings.

      Under Entergy Gulf States' interpretation of a 1992 FERC order,
as modified by FERC's orders issued on August 3, 1995, and October 2,
1995,  and as agreed to by the Cajun bankruptcy trustee,  Cajun would
owe  Entergy Gulf States approximately $71.6 million as of March  31,
1997.   Entergy  Gulf States further estimates that  if  it  were  to
prevail  in  its May 1992 motion for rehearing and on  certain  other
issues decided adversely to Entergy Gulf States in the February 1995,
August  1995, and October 1995 FERC orders, which Entergy Gulf States
has  appealed,  Cajun  would  owe Entergy Gulf  States  approximately
$160.5 million as of March 31, 1997.  If Cajun were to prevail in its
May  1992  motion for rehearing to FERC, and if Entergy  Gulf  States
were not to prevail in its May 1992 motion for rehearing to FERC, and
if  Cajun were to prevail in appealing FERC's August and October 1995
orders,   Entergy   Gulf  States  estimates  it   would   owe   Cajun
approximately $114.1 million as of March 31, 1997.  The above amounts
are  exclusive  of a $7.3 million payment by Cajun  on  December  31,
1990,  which the parties agreed to apply to the disputed transmission
service  charges.  Pending FERC's ruling on the May 1992 motions  for
rehearing, Entergy Gulf States has continued to bill Cajun  utilizing
the   historical  billing  methodology  and  has  recorded  underpaid
transmission  charges, including interest, in the  amount  of  $145.8
million  as of March 31, 1997.  This amount is reflected in long-term
receivables  with  an offsetting reserve in other  deferred  credits.
FERC  has determined that the collection of the pre-petition debt  of
Cajun  is  an  issue  properly decided in the bankruptcy  proceeding.
Refer  to  "Cajun - River Bend" above for a discussion of  the  Cajun
Settlement.

Cajun - Coal Contracts  (Entergy Corporation and Entergy Gulf States)

      On  January  13, 1997, Entergy Gulf States filed a  declaratory
judgment  action  in  the  U.S.  Bankruptcy  Court  where  the  Cajun
bankruptcy  is  pending, seeking a ruling that  Entergy  Gulf  States
would  not  be liable for damages to certain coal suppliers  for  Big
Cajun  II,  Unit  3, if the Cajun bankruptcy trustee were  to  reject
their  coal  contracts as a part of a plan of reorganization  in  the
bankruptcy  proceeding.  In its pleading, Entergy Gulf  States  takes
the  position that it is not a party to, and has no liability  under,
those coal contracts.

      On  February  12,  1997,  the  coal  suppliers  and  the  Cajun
bankruptcy  Trustee  filed  a response in  the  declaratory  judgment
action  and made certain counterclaims and crossclaims.  They contend
that  Entergy  Gulf  States' declaratory judgment  action  should  be
dismissed  and, in the alternative, argue that Cajun is Entergy  Gulf
States'  agent in the procurement of coal for Big Cajun II,  Unit  3,
and  that  Entergy Gulf States is a party to and has liability  under
the  coal  supply contracts.  The potential  liability, should  these
contracts be rejected, is uncertain, but could be materially  adverse
to Entergy Gulf States.

     This matter, which has not been scheduled for a hearing, will be
strongly contested by Entergy Gulf States.  However, at present there
is  no  basis  upon which to predict the timing or  outcome  of  this
litigation.

Capital  Requirements  and Financing  (Entergy  Corporation,  Entergy
Arkansas,   Entergy   Gulf   States,   Entergy   Louisiana,   Entergy
Mississippi, Entergy New Orleans, and System Energy)

      See  Note  9  to the Form 10-K for information on the  domestic
utility  companies'  and  System Energy's  construction  expenditures
(excluding nuclear fuel), for the years 1997, 1998, and 1999 and long-
term  debt  and  preferred stock maturities  and  cash  sinking  fund
requirements for the period 1997-1999.

Nuclear  Insurance,  Spent  Nuclear Fuel, and  Decommissioning  Costs
(Entergy Corporation, Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana,  Entergy  Mississippi, Entergy  New  Orleans,  and  System
Energy)

      See  Note  9  to  the  Form  10-K for  information  on  nuclear
liability,  property  and replacement power  insurance,  related  NRC
regulations,  the  disposal of spent nuclear fuel,  other  high-level
radioactive  waste,  and decommissioning costs associated  with  ANO,
River Bend, Waterford 3, and Grand Gulf 1.

      The  FASB  issued an exposure draft of a proposed  SFAS  (which
proposed  a  1997  effective  date) in February  1996  regarding  the
recognition, measurement and classification of decommissioning  costs
for nuclear power plants. The proposed SFAS would require measurement
of  the  liability  for  closure  and removal  of  long-lived  assets
(including  decommissioning) based on discounted future  cash  flows.
Those  future  cash flows should be determined by estimating  current
costs  and  adjusting for inflation, efficiencies that may be  gained
from  experience  with  similar  activities,  and  consideration   of
reasonable future advances in technology.

      After  receiving comments on the exposure draft, the  FASB  has
decided  that the effective date for the proposed SFAS will be  later
than  1997,  although  a  final  effective  date  has  not  yet  been
announced.  If current electric utility industry accounting practices
with  respect to nuclear decommissioning and other closure costs  are
changed,  annual  provisions  for  such  costs  could  increase,  the
estimated  cost for decommissioning/closure could be  recorded  as  a
liability  rather than as accumulated depreciation,  and  trust  fund
income  from  decommissioning trusts could be reported as  investment
income rather than as a reduction to decommissioning expense.

ANO Matters  (Entergy Corporation and Entergy Arkansas)

     Cracks in certain steam generator tubes at ANO 2 were discovered
and repaired during an outage in March 1992.  Further inspections and
repairs were conducted at subsequent refueling and mid-cycle outages,
including  the  most recent forced outage in November 1996.  ANO  2's
output  has  been  reduced by 23 megawatts  due  to  steam  generator
fouling  and tube plugging.  The unit may be approaching the  current
limit  for  the number of steam generator tubes that can  be  plugged
with  the  unit  in operation.  If the established limit  is  reached
during  a  future  outage,  it  could become  necessary  for  Entergy
Operations  to  insert  sleeves in steam generator  tubes  that  were
previously plugged.  On October 25, 1996, Entergy Corporation's Board
of  Directors authorized Entergy Operations to negotiate a  contract,
with  appropriate  cancellation provisions, for the  fabrication  and
replacement of the steam generators at ANO 2.  Entergy estimates  the
cost  of  fabrication and replacement of the steam generators  to  be
approximately $150 million. Letters of intent for the fabrication and
installation  have  been  entered into by Entergy  Operations,  which
includes  a  commitment for not more than $4.2  million  through  May
1997.   Contracts are expected to be entered into  in  1997.   It  is
anticipated  that  the steam generators will be  installed  during  a
planned  refueling  outage in 2000.  Entergy Operations  periodically
meets with the NRC to discuss the results of inspections of the steam
generator tubes, as well as the timing of future inspections.

Environmental Issues

(Entergy Arkansas)

     In May 1995, Entergy Arkansas was named as a defendant in a suit
by  Reynolds Metals Company (Reynolds), seeking to recover a share of
the  costs associated with the clean-up of hazardous substances at  a
site  south of Arkadelphia, Arkansas.  Reynolds alleges that  it  has
spent  $11.2  million to clean-up the site, and  that  the  site  was
contaminated  with  PCBs  for  which  Entergy  Arkansas  bears   some
responsibility.   Entergy  Arkansas,  voluntarily,  at  its  expense,
completed  remediation at a nearby substation site and believes  that
it  has  no liability for contamination at that portion of  the  site
that  is  subject to the Reynolds suit and is contesting the lawsuit.
An  August 1997 trial date has been tentatively scheduled. Regardless
of  the outcome, Entergy Arkansas does not believe this matter  would
have  a  materially  adverse  effect on its  financial  condition  or
results of operations.  See "Environmental Regulation" in Item  1  of
Part  I  of  the  Form  10-K for additional information  on  the  PCB
contamination at the two former Reynolds plant sites in  Arkansas  to
which Entergy Arkansas had supplied power.

(Entergy Gulf States)

      Entergy  Gulf  States  has  been designated  as  a  potentially
responsible  party  for  the  clean-up  of  certain  hazardous  waste
disposal sites. Entergy Gulf States is currently negotiating with the
EPA  and state authorities regarding the clean-up of certain of these
sites.   As  of  March  31, 1997, a remaining recorded  liability  of
$21.4  million existed relating to the clean-up of the sites at which
Entergy  Gulf  States  has been designated a potentially  responsible
party.   See "Environmental Regulation" in Item 1 of Part  I  of  the
Form  10-K for additional discussion of the sites where Entergy  Gulf
States has been designated as a potentially responsible party by  the
EPA and related litigation.

(Entergy Louisiana)

      During  1993, the Louisiana Department of Environmental Quality
issued new rules for solid waste regulation, including regulation  of
wastewater  impoundments.   Entergy  Louisiana  has  determined  that
certain of its power plant waste water impoundments were affected  by
these  regulations and chose to upgrade or close them.   A  remaining
recorded liability in the amount of $6.7 million existed at March 31,
1997,  for waste water upgrades and closures to be completed  by  the
end  of  1997.  Cumulative expenditures relating to the upgrades  and
closures  of waste water impoundments were $7.1 million as  of  March
31, 1997.

Waterford 3 Lease Obligations  (Entergy Louisiana)

      On  September  28, 1989, Entergy Louisiana entered  into  three
transactions  for  the  sale  and leaseback  of  undivided  interests
(aggregating approximately 9.3%) in Waterford 3.  Upon the occurrence
of  certain events, Entergy Louisiana may be obligated to pay amounts
sufficient  to  permit the Owner Participants to  withdraw  from  the
lease  transactions, and Entergy Louisiana may be required to  assume
the  outstanding  bonds issued by the Owner Trustee  to  finance,  in
part, its acquisition of the undivided interests in Waterford 3.  See
Note 10 to the Form 10-K for further information.

Reimbursement Agreement  (System Energy)

      Under  a  bank  letter  of credit and reimbursement  agreement,
System  Energy  has agreed to a number of covenants relating  to  the
maintenance  of  certain  capitalization and  fixed  charge  coverage
ratios.   System Energy agreed, during the term of the agreement,  to
maintain   its   equity  at  not  less  than  33%  of  its   adjusted
capitalization  (defined in the 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 agreement, a ratio of  adjusted  net
income to interest expense (calculated, in each case, as specified in
the agreement) of at least 1.60 times earnings.  System Energy was in
compliance with the above covenants at March 31, 1997.  See Note 9 to
the Form 10-K for further information.

Employment Litigation

(Entergy Corporation, Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana, and Entergy New Orleans)

      See Note 9 to the Form 10-K for further information relating to
lawsuits  filed  by former employees asserting they  were  wrongfully
terminated  and/or discriminated against on the basis of  age,  race,
and/or sex.

(Entergy Corporation and Entergy Arkansas)

      Entergy  Corporation and Entergy Arkansas are defendants  in  a
number  of  lawsuits filed in federal court on behalf of a  total  of
approximately 62 plaintiffs who claim they were illegally  terminated
from their jobs due to discrimination on the basis of age or race.

     The first of these lawsuits, originally involving 29 plaintiffs,
was  tried  before a jury beginning in April 1997.  Settlements  were
reached  with two of the plaintiffs prior to the trial.   On  May  1,
1997,  the  jury  rendered  findings  as  to  22  of  the  plaintiffs
indicating  that Entergy had no liability to them for discrimination.
The  jury  did  find  that  Entergy had  intentionally  discriminated
against the remaining 5 plaintiffs on the basis of age.  As a result,
these  plaintiffs will be awarded damages equal to twice  their  back
pay plus lost future wages and attorneys' fees.  It is estimated that
the  back  pay will not exceed approximately $500,000, while  damages
for lost future wages and attorneys' fees remain to be decided in  an
ensuing  phase of the proceedings in this case.  A date for the  next
phase of the case has not yet been set.

      A  trial date for another suit, involving 18 plaintiffs is  set
for  May  1997.   Another of the suits is set for trial  in  November
1997.  No trial dates have been set for the remaining cases.


NOTE 2.  RATE AND REGULATORY MATTERS

River Bend  (Entergy Corporation and Entergy Gulf States)

      In  1988,  the  PUCT  granted Entergy Gulf States  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).  At the same time, 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 (Abeyed Deferrals).

      The  PUCT's  order  has been the subject of  several  appellate
proceedings,  culminating in an appeal to  the  Texas  Supreme  Court
(Supreme  Court).  On January 31, 1997, the Supreme Court  issued  an
opinion reversing the PUCT's order and remanding the case to the PUCT
for  further proceedings.  The Supreme Court found that the PUCT  had
prejudiced  Entergy  Gulf States' rights by  attempting  to  defer  a
ruling  on  the  abeyed  plant costs and incorrectly  determined  the
amount of federal income tax expense that should have been allowed in
rates.  The Supreme Court ruled that the PUCT could choose either  to
conduct  hearings and take further evidence or to decide the case  on
the  original  evidence.  On February 18, 1997, the Texas  Office  of
Public  Utility Counsel filed a motion for rehearing of  the  Supreme
Court's decision, arguing that the Supreme Court's remand should have
instructed  the  PUCT  as to how the case should  be  dealt  with  on
remand.   Entergy  Gulf  States filed a brief in  opposition  to  the
motion  for  rehearing  on February 25, 1997.   Entergy  Gulf  States
believes  it  to  be unlikely that the Supreme Court will  grant  the
motion for rehearing.  No procedural schedule has yet been issued  by
the PUCT concerning the case on remand.

      As of March 31, 1997, the River Bend plant costs disallowed for
retail  ratemaking purposes in Texas and the River Bend  plant  costs
held   in   abeyance   totaled  (net  of  taxes   and   depreciation)
approximately  $12  million  and  $264  million,  respectively.   The
Allowed  Deferrals were approximately $75 million, net of  taxes  and
amortization, as of March 31, 1997.  Entergy Gulf States estimates it
has  collected approximately $210 million of revenues as of March 31,
1997,  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 refunds could be required and future revenues
based  upon  the  Allowed  Deferrals could also  be  lost.   However,
management  believes that it is probable that the  Allowed  Deferrals
will continue to be recovered in rates.

      As a result of the application of SFAS 121, Entergy Gulf States
wrote  off  Abeyed Deferrals of $169 million, net of  tax,  effective
January  1, 1996.  In light of the continuing proceedings before  the
PUCT  and the courts (including the January 31, 1997 decision of  the
Texas  Supreme Court), Entergy Gulf States has made no write-offs  or
reserves  for  the  River Bend plant-related costs.   At  this  time,
management and legal counsel are unable to predict the amount of  the
abeyed and previously disallowed River Bend plant costs, if any, that
may ultimately be allowed in Entergy Gulf States' Texas retail rates.

      In  prior proceedings involving other utilities, the  PUCT  has
held  that  the  original  cost  of  nuclear  power  plants  will  be
recoverable  in  electric  rates  to  the  extent  those  costs  were
prudently  incurred.  In another proceeding Entergy Gulf  States  has
previously  filed with the PUCT 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  reconciliation 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.   In  particular, 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  for  different
reasons.   Appeals  of  two  of these PUCT  decisions  are  currently
pending.   Based upon the PUCT's prior decisions, management believes
that  River Bend construction costs were prudently incurred and  that
it  is  reasonably  possible that it will recover through  rates,  or
otherwise  through  means such as a deregulated asset  plan,  all  or
substantially all of the abeyed River Bend plant costs.  In the event
of  an  adverse  ruling in this case, a net of tax write-off,  as  of
March  31,  1997,  of up to $276 million and up to  $210  million  in
refunds of previously collected revenue could be required.

Retail Rate Proceedings

Filings with the APSC

(Entergy Corporation and Entergy Arkansas)

     In October 1996, Entergy Arkansas filed a proposal with the APSC
designed   to  achieve  an  orderly  transition  to  retail  electric
competition in Arkansas.  Entergy Arkansas supplemented its  proposal
with  a  May  1, 1997 filing.  The proposal includes a rate  decrease
totaling  $158 million over a two year period beginning January  1998
and provides for a universal service charge for customers that remain
connected  to  Entergy Arkansas' electric facilities  but  choose  to
purchase  their  electricity  from another  source.   Although  these
proposals  allow  for  the complete recovery of the  remaining  plant
investment  associated  with  ANO 1, ANO  2,  and  Entergy  Arkansas'
portion  of  Grand Gulf 1 as of December 31, 1995, over a seven  year
period,  the NRC operating licenses for these plants permit continued
operation  until  the  years  2014,  2018,  and  2022,  respectively.
Hearings are expected to begin in September 1997.

Filings with the PUCT  (Entergy Corporation and Entergy Gulf States)

      In December 1995, Entergy Gulf States filed a petition with the
PUCT for reconciliation of fuel and purchased power expenses for  the
period  January 1, 1994, through June 30, 1995.  Entergy Gulf  States
believes  that  there was an under-recovered fuel balance,  including
interest,  of $22.4 million as of June 1995.  Hearings were concluded
in  October  1996, and in April 1997 the PUCT issued its final  order
which  approved recovery of approximately $18.8 million of the under-
recovered  fuel balance, including interest.  In April 1997,  various
parties  to  the  proceeding, including Entergy  Gulf  States,  filed
motions for rehearing, which are currently pending before the PUCT.

      In  accordance with the Merger agreement, Entergy  Gulf  States
filed  a  rate proceeding with the PUCT in November 1996.   In  April
1996,   certain  cities  served  by  Entergy  Gulf  States   (Cities)
instituted  investigations  of  the reasonableness  of  Entergy  Gulf
States'  rates.   In  May  1996, the Cities agreed  to  forego  their
pending  investigation based on the assurance that any rate  decrease
ordered  in the November 1996 filing will be retroactive to  June  1,
1996, and will accrue interest until refunded.  The agreement further
provides  that no base rate increase will be retroactive.  Subsequent
to  the  November 1996 filing, the Cities passed ordinances  reducing
Entergy Gulf States' rates by $43.6 million.  Entergy Gulf States has
appealed these ordinances with the PUCT, and these appeals have  been
consolidated  in  the  pending  rate  proceeding.   Included  in  the
November  1996 filing was a proposal to achieve an orderly transition
to  retail  electric  competition in Texas,  similar  to  the  filing
described  below that Entergy Gulf States made with the  LPSC.   This
filing with the PUCT will be litigated in four phases as follows: (i)
fuel  factor/fuel reconciliation phase, of which Entergy Gulf  States
believes  there was an under-recovered fuel balance of $41.4 million,
including  interest,  for the period July 1, 1995  through  June  30,
1996;  (ii)  revenue  requirement phase; (iii)  cost  allocation/rate
design  phase; and (iv) competitive issues phase.  Hearings on  these
matters  are  scheduled to begin in June 1997.  No assurance  can  be
given as to the outcome of these hearings.

Filings with the LPSC

(Entergy Corporation and Entergy Gulf States)

      On  May 31, 1995, Entergy Gulf States filed its second required
post-Merger earnings analysis with the LPSC. Hearings on this  review
were  held in December 1995.  On October 4, 1996, the LPSC issued  an
order requiring a $33.3 million annual base rate reduction and a $9.6
million  refund.   One component of the rate reduction  removes  from
base rates approximately $13.4 million annually of costs that will be
recovered  in  the  future through the fuel  adjustment  clause.   On
October  23, 1996, Entergy Gulf States appealed the LPSC's order  and
obtained  an  injunction  to stay the order,  except  insofar  as  it
requires  the  $13.4  million reduction, which  Entergy  Gulf  States
implemented  in November 1996.  In addition, pursuant to  an  October
1996 settlement with the LPSC, Entergy Gulf States will be allowed to
recover  $8.1  million annually related to certain gas transportation
and  storage  facilities costs.  This amount will be  applied  as  an
offset against any refund that may be required by a final judgment in
Entergy Gulf States' appeal of the second post-Merger earnings review
order.

      On  May  31, 1996, Entergy Gulf States filed its third required
post-Merger earnings analysis with the LPSC.  Based on this  earnings
filing,  on  June  1,  1996, Entergy Gulf States implemented  a  $5.3
million annual rate reduction.  Hearings on this filing concluded  in
March  1997.  An additional rate reduction may be required  upon  the
issuance by the LPSC of a final rate order.

(Entergy Corporation, Entergy Gulf States, and Entergy Louisiana)

     In October 1996, Entergy Gulf States and Entergy Louisiana filed
proposals with the LPSC designed to achieve an orderly transition  to
retail  electric  competition in Louisiana, while protecting  certain
classes of ratepayers from bearing the burden of cost shifting.   The
proposals  do  not increase rates for any customer  class.   However,
these  proposals  do  provide  for a  universal  service  charge  for
customers  that remain connected to Entergy Gulf States'  or  Entergy
Louisiana's   electric  facilities  but  choose  to  purchase   their
electricity from another source.  In addition, the proposals  include
a base rate freeze, which would be put into effect for seven years in
the  Louisiana  areas  serviced by Entergy Gulf  States  and  Entergy
Louisiana.  Although these proposals allow for the complete  recovery
of  the  remaining plant investment associated with River  Bend,  and
Waterford  3  as of December 31, 1995, over a seven year period,  the
NRC  operating  licenses for these plants permit continued  operation
until  the  years  2025 and 2024, respectively.   Hearings  on  these
proposals are expected to begin in June 1997.

     In February 1997, the LPSC identified certain issues embodied in
the Entergy Gulf States and Entergy Louisiana proposals that will  be
included in those companies' annual rate filings expected to be  made
on  May  30, 1997, and other issues that now will be included  in  an
ongoing  generic  regulatory proceeding examining  electric  industry
restructuring.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

     On March 15, 1997, Entergy Mississippi filed its annual earnings
review  with the MPSC under its formula rate plan for the  1996  test
year.   In  April  1997,  the  MPSC  issued  an  order  requiring   a
prospective  rate  reduction of $11.2 million.  This  rate  reduction
went into effect May 1, 1997.

      Entergy  Mississippi has initiated discussions  with  the  MPSC
regarding  an  orderly  transition to a more competitive  market  for
electricity.   In August 1996, Entergy Mississippi filed  a  proposal
with  the MPSC for a rate rider to assure recovery of all Grand  Gulf
costs  incurred to serve customers.  The rider would maintain current
rates  for electric service provided by Entergy Mississippi and would
apply  to  customers within Entergy Mississippi's  service  area  who
obtain  electricity  in the future from a source other  than  Entergy
Mississippi.  Entergy Mississippi designed this rider to assure  that
commitments  made under the current system of regulation are  honored
and  that  cost  burdens are not unfairly transferred from  departing
customers to those who remain on the Entergy Mississippi system.   On
August  22,  1996, the MPSC remanded this proposal and established  a
generic  docket to consider competition for retail electric  service.
Hearings  on  this docket concluded in April 1997, and  an  order  is
expected mid-year.

Filings  with  the  Council   (Entergy Corporation  and  Entergy  New
Orleans)

     The Council issued a resolution in February 1997 indicating that
it  will  conduct an investigation of the justness and reasonableness
of  Entergy  New  Orleans' allowed rate of return,  base  rates,  and
adjustment clauses.  The Council established hearing dates  in  April
1997 on the issue of rate of return, and directed Entergy New Orleans
to  make a cost of service and revenue requirement filing on  May  1,
1997.   In  April 1997, Entergy New Orleans proposed  a  $16  million
prospective rate reduction in order to resolve the disputed  rate  of
return  and other issues raised in the first phase of the proceeding.
The  proposed settlement would also postpone the cost of service  and
revenue  requirement  filing until September 1997.   The  Council  is
considering the proposed settlement and a decision is expected in May
1997.   A procedural schedule has not been set with respect to  these
other issues.

Proposed Rate Increase

(System Energy)

      System  Energy filed an application with FERC on May 12,  1995,
for  a  $65.5  million rate increase.  The request seeks  changes  to
System  Energy's rate schedule, including increases  in  the  revenue
requirement  associated with decommissioning costs, the  depreciation
rate,  and  the  rate of return on common equity.  The  request  also
includes  a proposed change in the accounting recognition of  nuclear
refueling outage costs from that of expensing those costs as incurred
to  the  deferral and amortization method described in  Note  1  with
respect  to  Entergy Arkansas.  On December 12, 1995,  System  Energy
implemented  a  $65.5  million  rate  increase,  subject  to  refund.
Management has decided to record a reserve for a portion of the  rate
increase.  Hearings on System Energy's request began in January  1996
and  were  completed in February 1996.  On July  11,  1996,  the  ALJ
issued  an  initial  decision  in this proceeding  that  agreed  with
certain  of  System  Energy's  proposals,  including  the  change  in
accounting  for  nuclear refueling outage costs,  while  rejecting  a
proposed  increase  in  return on common equity  and  recommending  a
slight  decrease.  The ALJ also rejected the proposed change  in  the
decommissioning  cost  methodology.   The  decision  of  the  ALJ  is
preliminary and may be modified in the final decision from FERC which
is  expected in the second quarter of 1997.  Management is unable  to
predict the final outcome of the rate increase request or the  amount
of any refunds in excess of reserves that may be required.

(Entergy Mississippi)

      Entergy Mississippi's allocation of the proposed System  Energy
wholesale  rate increase is $21.6 million annually.   In  July  1995,
Entergy  Mississippi filed a schedule with the MPSC that  defers  the
retail  recovery  of the System Energy rate increase.   The  deferral
plan,  which  was approved by the MPSC, began in December  1995,  the
effective date of the System Energy rate increase, and will end after
the  issuance  of  a final order by FERC.  The final  amount  of  the
deferred rate increase is to be amortized over 48 months beginning in
October 1998.

(Entergy New Orleans)

      Entergy  New Orleans' allocation of the proposed System  Energy
wholesale rate increase is $11.1 million annually.  In February 1996,
Entergy New Orleans filed a plan with the Council to defer 50% of the
amount  of  the System Energy rate increase.  The deferral  began  in
February  1996  and will end after the issuance of a final  order  by
FERC.


NOTE 3.  COMMON STOCK (Entergy Corporation)

      During  the  first quarter of 1997, Entergy Corporation  issued
364,895  shares of its previously repurchased common stock,  reducing
the  amount  held  as  treasury stock by approximately  $10  million.
Entergy  Corporation issued these shares to meet the requirements  of
its  various stock plans.  In addition, Entergy Corporation  received
proceeds  of $90.7 million from the issuance of 3,408,570  shares  of
common stock under its dividend reinvestment and stock purchase  plan
during the first quarter of 1997.


NOTE 4.  LONG-TERM DEBT

(Entergy Corporation)

     See Note 7 of the Form 10-K for a discussion of Entergy Power UK
plc's  credit facility.  945 million British Pounds (1.55 billion  US
dollars)  of  variable  rate borrowings were outstanding  under  this
facility as of March 31, 1997.  The weighted average interest rate on
the borrowings outstanding as of March 31, 1997 was 7.92%.

      Entergy  Power UK plc (Entergy Power UK) entered  into  several
interest rate swaps to reduce the impact of interest rate changes  on
its debt related to the London Electricity acquisition.  The interest
rate  swap agreements involve the exchange of fixed and floating rate
interest  payments  periodically over  the  life  of  the  agreements
without  the  exchange of the underlying principal amounts.   If  the
counterparties to an interest rate swap agreement were to default  on
contractual  payments, the subsidiary could be exposed  to  increased
costs  related to replacing the original agreement. However,  Entergy
Power  UK  does not anticipate nonperformance by any counterparty  to
any  interest  rate swap in effect at March 31, 1997.  At  March  31,
1997,  Entergy  Power  UK  was a party to a notional  amount  of  400
million  British  Pounds of interest rate swaps with  maturity  dates
ranging from March 2000 to September 2001.

(Entergy Arkansas)

      On  April  18, 1997, Entergy Arkansas redeemed,  prior  to  its
maturity, $87.6 million of its 10.00% Series First Mortgage Bonds due
February  1,  2020, at a price equal to 100% of the principal  amount
thereof, using funds deposited with the mortgage trustee pursuant  to
the  annual maintenance and replacement fund requirement as  provided
under Entergy Arkansas' mortgage.

(Entergy New Orleans)

     On April 1, 1997, Entergy New Orleans retired $12 million of its
5.875%  Series First Mortgage Bonds upon maturity.  These bonds  were
retired with internally generated cash.  As these bonds were the last
outstanding under the 1944 Mortgage and Deed of Trust of Entergy  New
Orleans,  the  Mortgage  was  canceled.   Entergy  New  Orleans  will
continue to operate with its 1987 Mortgage.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

      On  April  9,  1997, Entergy Corporation's Board  of  Directors
declared  a  common stock dividend of 45 cents per share  payable  on
June 1, 1997, to holders of record on May 14, 1997.


NOTE   6.     RESTRUCTURING  COSTS   (Entergy  Corporation,   Entergy
Arkansas,   Entergy   Gulf   States,   Entergy   Louisiana,   Entergy
Mississippi, and Entergy New Orleans)

      In  1994  and  1995, Entergy implemented various  restructuring
programs  to  reduce the number of employees and consolidate  offices
and  facilities.   The  programs were designed to  reduce  costs  and
improve   operating   efficiencies.   The   restructuring   liability
associated  with these programs was $3.2 million as of  December  31,
1996.   Approximately  $1.4  million of  restructuring  charges  were
incurred  in  the  first quarter of 1997, resulting  in  a  remaining
liability  of  $1.8 million as of March 31, 1997.  The  restructuring
charges  primarily include employee severance costs  related  to  the
expected  termination  of approximately 2,750  employees  in  various
groups.  As of March 31, 1997, approximately 2,740 of these employees
had  either been terminated or accepted voluntary separation packages
under the restructuring plan.

       In   December   1996,  Entergy  recorded  $21.3   million   of
restructuring charges (of which $18 million was recorded  by  Entergy
Services)    associated   with   the   transition   to   competition.
Approximately  $5.2 million of charges related to the  transition  to
competition were incurred in the first quarter of 1997, resulting  in
a remaining liability of $16.1 million as of March 31, 1997.


NOTE 7.  ACCOUNTING ISSUES (Entergy Corporation)

      New  Accounting Standard - In March 1997, the FASB issued  SFAS
128,  "Earnings  per Share", effective for financial  statements  for
periods ending after December 15, 1997.  This statement will simplify
the  computation  of  earnings  per  share  for  many  companies   by
eliminating calculation provisions which were required by  the  prior
earnings per share standard, Accounting Principles Board Opinion  15.
The adoption of SFAS 128 is not expected to have a material effect on
the calculation of earnings per share for Entergy Corporation.


NOTE   8.    ACQUISITION   OF  LONDON  ELECTRICITY   plc     (Entergy
Corporation)

      On  December  18,  1996, Entergy made a formal  cash  offer  to
acquire London Electricity for $2.1 billion.  London Electricity is a
regional electric company serving approximately two million customers
in  the metropolitan area of London, England.  The offer was approved
by authorities in the United Kingdom, and as of February 7, 1997, the
offer was made unconditional.  Entergy, through Entergy Power UK plc,
now  controls  over  99% of the common shares of London  Electricity.
Through procedures available under applicable law, Entergy expects to
gain  control  of 100% of  the  common  shares of London Electricity.  
Entergy has included the results of operations of London  Electricity
in its results of  operations  beginning on February 1, 1997 based on
management's determination  that effective  control was  met  on that  
date.  The acquisition  was financed with $1.7 billion of  debt  that  
is  non-recourse  to  Entergy Corporation  and $392 million of equity  
provided by  Entergy Corporation  from  available cash and borrowings 
under its $300 million line of credit.

     The cost of the London Electricity license is being amortized on
a  straight-line  basis over a 40 year period beginning  February  1,
1997.   As of March 31, 1997, the unamortized balance of the  license
was  $1.5  billion,  which is based on a preliminary  purchase  price
allocation.

      In accordance with the purchase method of accounting, the first
quarter results of operations for Entergy Corporation reported in its
Statements  of  Consolidated Income (Loss)  and  Cash  Flows  do  not
reflect  London  Electricity's results of operations for  any  period
prior  to  February  1, 1997.  The pro forma combined  revenues,  net
income,   and  earnings  per  common  share  of  Entergy  Corporation
presented below give effect to the acquisition as if it had  occurred
on   January  1,  1996  and  1997,  respectively.   This  pro   forma
information  is  not  necessarily  indicative  of  the   results   of
operations  that  would  have  occurred  had  the  acquisition   been
consummated for the period for which it is being given effect.

                                     For the First Quarter of:      
                                      1997             1996 (a)
                      (In Thousands of U.S. Dollars, Except Share Data)        
                                                                    
  Operating revenues                $2,294,376         $ 2,165,679
  Net income (loss)                 $  128,686         $  (84,968)
  Earnings (loss) per average       $      .55         $     (.37)
   common share
                                                       

(a)  - Net income in 1996 includes the $174 million net of tax write-
off of River Bend rate deferrals pursuant to SFAS 121.
                 __________________________________

     In the opinion of Entergy Corporation, Entergy Arkansas, Entergy
Gulf  States,  Entergy  Louisiana, Entergy Mississippi,  Entergy  New
Orleans,  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  Entergy  Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans 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
                     PART II. OTHER INFORMATION
                                  
                                  
Item 1.  Legal Proceedings

Employment   Litigation   (Entergy  Corporation,  Entergy   Arkansas,
Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans)

     See "Employment Litigation" in Item 1 of Part I of the Form 10-K
for  information  relating  to lawsuits  filed  by  former  employees
asserting   they  were  wrongfully  terminated  and/or  discriminated
against due to age, race, and/or sex.

      Entergy  Corporation and Entergy Arkansas are defendants  in  a
number  of  lawsuits filed in federal court on behalf of a  total  of
approximately 62 plaintiffs who claim they were illegally  terminated
from their jobs due to discrimination on the basis of age or race.

     The first of these lawsuits, originally involving 29 plaintiffs,
was  tried  before a jury beginning in April 1997.  Settlements  were
reached  with two of the plaintiffs prior to the trial.   On  May  1,
1997,  the  jury  rendered  findings  as  to  22  of  the  plaintiffs
indicating  that Entergy had no liability to them for discrimination.
The  jury  did  find  that  Entergy had  intentionally  discriminated
against the remaining 5 plaintiffs on the basis of age.  As a result,
these  plaintiffs will be awarded damages equal to twice  their  back
pay plus lost future wages and attorneys' fees.  It is estimated that
the  back  pay will not exceed approximately $500,000, while  damages
for lost future wages and attorneys' fees remain to be decided in  an
ensuing  phase of the proceedings in this case.  A date for the  next
phase of the case has not yet been set.

      A  trial date for another suit, involving 18 plaintiffs is  set
for  May  1997.   Another of the suits is set for trial  in  November
1997.  No trial dates have been set for the remaining cases.

Federal Income Tax Audit (Entergy Corporation, Entergy Louisiana, and
System Energy)

      In  August  1994, Entergy received an IRS report  covering  the
federal income tax audit of Entergy Corporation and subsidiaries  for
the  years  1988  -  1990.  The report asserts  an  $80  million  tax
deficiency  for  the  1990 consolidated federal  income  tax  returns
related  primarily to the utilization of accelerated  investment  tax
credits  associated with Waterford 3 and Grand Gulf  nuclear  plants.
Changes  to the initial report, made in the IRS appeal process,  have
reduced  the  assessment related to the issue by $22 million  to  $58
million.   Entergy  and  the  Appeals  Officer  agreed  to  pursue  a
"technical advice" ruling from the IRS National Office to address the
remainder of the issue.  In March 1997, Entergy Corporation  received
notification  that the IRS National Office had ruled  in  its  favor,
thereby negating the asserted deficiency and resolving the audit.

Cajun - Coal Contracts  (Entergy Corporation and Entergy Gulf States)

      On  January  13, 1997, Entergy Gulf States filed a  declaratory
judgment  action  in  the  U.S.  Bankruptcy  Court  where  the  Cajun
bankruptcy  is  pending, seeking a ruling that  Entergy  Gulf  States
would  not  be liable for damages to certain coal suppliers  for  Big
Cajun  II,  Unit  3, if the Cajun bankruptcy trustee were  to  reject
their  coal  contracts as a part of a plan of reorganization  in  the
bankruptcy  proceeding.  In its pleading, Entergy Gulf  States  takes
the  position that it is not a party to, and has no liability  under,
those coal contracts.

      On  February  12,  1997,  the  coal  suppliers  and  the  Cajun
bankruptcy  Trustee  filed  a response in  the  declaratory  judgment
action  and made certain counterclaims and crossclaims.  They contend
that  Entergy  Gulf  States' declaratory judgment  action  should  be
dismissed  and, in the alternative, argue that Cajun is Entergy  Gulf
States'  agent in the procurement of coal for Big Cajun II,  Unit  3,
and  that  Entergy Gulf States is a party to and has liability  under
the  coal  supply contracts.  The potential  liability, should  these
contracts be rejected, is uncertain, but could be materially  adverse
to Entergy Gulf States.

     This matter, which has not been scheduled for a hearing, will be
strongly contested by Entergy Gulf States.  However, at present there
is  no  basis  upon which to predict the timing or  outcome  of  this
litigation.

Item 5.  Other Information

Earnings  Ratios   (Entergy Arkansas, Entergy  Gulf  States,  Entergy
Louisiana,  Entergy  Mississippi, Entergy  New  Orleans,  and  System
Energy)

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

                           Ratios of Earnings to Fixed Charges
                                   Twelve Months Ended          
                                        December 31,              March 31,
                        1992    1993       1994      1995    1996   1997
                                                                         
Entergy Arkansas        2.28    3.11(b)    2.32      2.56    2.93   2.83
Entergy Gulf States     1.72    1.54        .36(c)   1.86    1.47   2.49
Entergy Louisiana       2.79    3.06       2.91      3.18    3.16   3.04
Entergy Mississippi     2.37    3.79(b)    2.12      2.92    3.40   3.24
Entergy New Orleans     2.66    4.68(b)    1.91      3.93    3.51   3.13
System Energy           2.04    1.87       1.23      2.07    2.21   2.27
                                                                         

                              Ratios of Earnings to Combined Fixed 
                                 Charges and Preferred Dividends
                                      Twelve Months Ended           
                                          December 31,             March 31,
                           1992    1993      1994     1995    1996   1997
                                                                          
Entergy Arkansas           1.86    2.54(b)   1.97     2.12    2.44   2.40
Entergy Gulf States (a)    1.37    1.21       .29(c)  1.54    1.19   2.06
Entergy Louisiana          2.18    2.39      2.43     2.60    2.64   2.57
Entergy Mississippi        1.97    3.08(b)   1.81     2.51    2.94   2.83
Entergy New Orleans        2.36    4.12(b)   1.73     3.56    3.22   2.86
                                                                          
(a)  "Preferred  Dividends" in the case of  Entergy  Gulf  States
     also include dividends on preference stock.
     
(b)  Earnings  for the year ended December 31, 1993, include  $81
     million,  $52 million, and $18 million for Entergy Arkansas,
     Entergy  Mississippi, and Entergy New Orleans, respectively,
     related  to  the change in accounting principle  to  provide
     for the accrual of estimated unbilled revenues.
     
(c)  Earnings  for the year ended December 31, 1994, for  Entergy
     Gulf  States  were not adequate to cover fixed  charges  and
     combined  fixed  charges and preferred dividends  by  $144.8
     million and $197.1 million, respectively.
     

Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*
      
**  4(a) -    Fifty-fourth Supplemental Indenture, dated as of March
              1,  1997,  to Entergy Arkansas' Mortgage and  Deed  of
              Trust, dated as of October 1, 1944 (filed as Exhibit C-
              2(a)  to  Form  U5S  for the year ended  December  31,
              1996).
              
    23(a) -   Consent of Sandlin Associates.
              
    27(a) -   Financial  Data  Schedule for Entergy Corporation  and
              Subsidiaries as of March 31, 1997.
              
    27(b) -   Financial  Data  Schedule for Entergy Arkansas  as  of
              March 31, 1997.
              
    27(c) -   Financial Data Schedule for Entergy Gulf States as  of
              March 31, 1997.
              
    27(d) -   Financial  Data Schedule for Entergy Louisiana  as  of
              March 31, 1997.
              
    27(e) -   Financial Data Schedule for Entergy Mississippi as  of
              March 31, 1997.
              
    27(f) -   Financial Data Schedule for Entergy New Orleans as  of
              March 31, 1997.
              
    27(g) -   Financial Data Schedule for System Energy as of  March
              31, 1997.
              
    99(a) -   Entergy Arkansas Computation of Ratios of Earnings  to
              Fixed  Charges  and  of  Earnings  to  Combined  Fixed
              Charges and Preferred Dividends, as defined.
              
    99(b) -   Entergy  Gulf States Computation of Ratios of Earnings
              to  Fixed  Charges and of Earnings to  Combined  Fixed
              Charges and Preferred Dividends, as defined.
              
    99(c) -   Entergy Louisiana Computation of Ratios of Earnings to
              Fixed  Charges  and  of  Earnings  to  Combined  Fixed
              Charges and Preferred Dividends, as defined.
              
    99(d) -   Entergy  Mississippi Computation of Ratios of Earnings
              to  Fixed  Charges and of Earnings to  Combined  Fixed
              Charges and Preferred Dividends, as defined.
              
    99(e) -   Entergy  New Orleans 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,
              Entergy   Arkansas,  Entergy  Gulf   States,   Entergy
              Louisiana,  Entergy Mississippi, Entergy New  Orleans,
              and  System Energy for the fiscal year ended  December
              31, 1996, 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).
___________________________

Pursuant   to   Item  601(b)(4)(iii)  of  Regulation   S-K,   Entergy
Corporation  agrees  to furnish to the Commission  upon  request  any
instrument  with respect to long-term debt that is not registered  or
listed  herein  as an Exhibit because the total amount of  securities
authorized  under  such  agreement does not  exceed  ten  percent  of
Entergy Corporation and its subsidiaries on a consolidated basis.

 *   Reference  is  made to a duplicate list of  exhibits  being
     filed as a part of this report on Form 10-Q for the quarter
     ended  March  31, 1997, which list, prepared in  accordance
     with  Item  102  of Regulation S-T of the SEC,  immediately
     precedes the exhibits being filed with this report on  Form
     10-Q for the quarter ended March 31, 1997.
           
**   Incorporated herein by reference as indicated.
           
     (b)   Reports on Form 8-K
           
     Entergy     
           
           A current report on Form 8-K, dated February 7, 1997,
           was  filed  with the SEC on April 21, 1997, reporting
           information  under  Item  7.  "Financial  Statements,
           ProForma Financial Statements and Exhibits."
           
                                  
                               EXPERTS

      The  statements attributed to Sandlin Associates regarding  the
analysis  of River Bend construction costs of Entergy Gulf States  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
                         ENTERGY ARKANSAS, INC.
                         ENTERGY GULF STATES, INC.
                         ENTERGY LOUISIANA, INC.
                         ENTERGY MISSISSIPPI, INC.
                         ENTERGY NEW ORLEANS, INC.
                         SYSTEM ENERGY RESOURCES, INC.



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



Date:  May 6, 1997







                                             Exhibit 23(a)


                           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,
Entergy  Arkansas, Inc., Entergy Gulf States, Inc. ("Entergy
Gulf States"), Entergy Louisiana, Inc., Entergy Mississippi,
Inc.,   Entergy   New  Orleans,  Inc.,  and  System   Energy
Resources, Inc.  We further consent to the incorporation  by
reference  of  such reference to our firm into Entergy  Gulf
States' Registration Statements on Form S-3 (File Numbers 33-
49739  and 33-51181), Form S-8 (File Numbers 2-76551 and  2-
98011)  and  on  Form  S-2 (File Number 333-17911)  of  such
reference and Statements.


                                        /s/ L. S. Sandlin

                                        SANDLIN ASSOCIATES
                                        Management
Consultants

Pasco, Washington
May 5, 1997



<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Corporation financial statements for the quarter ended March 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<SUBSIDIARY>
   <NUMBER> 023
   <NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   18,280,002
<OTHER-PROPERTY-AND-INVEST>                    956,979
<TOTAL-CURRENT-ASSETS>                       2,995,156
<TOTAL-DEFERRED-CHARGES>                     4,916,425
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                              27,148,562
<COMMON>                                         2,378
<CAPITAL-SURPLUS-PAID-IN>                    4,410,325
<RETAINED-EARNINGS>                          2,345,917
<TOTAL-COMMON-STOCKHOLDERS-EQ>               7,090,129
                          200,237
                                    345,954
<LONG-TERM-DEBT-NET>                         9,422,701
<SHORT-TERM-NOTES>                             567,811
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  412,332
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    277,012
<LEASES-CURRENT>                               152,077
<OTHER-ITEMS-CAPITAL-AND-LIAB>               9,011,818
<TOT-CAPITALIZATION-AND-LIAB>               27,148,562
<GROSS-OPERATING-REVENUE>                    2,045,753
<INCOME-TAX-EXPENSE>                            67,029
<OTHER-OPERATING-EXPENSES>                   1,673,535
<TOTAL-OPERATING-EXPENSES>                   1,673,535
<OPERATING-INCOME-LOSS>                        372,218
<OTHER-INCOME-NET>                              20,426
<INCOME-BEFORE-INTEREST-EXPEN>                 392,644
<TOTAL-INTEREST-EXPENSE>                       199,130
<NET-INCOME>                                   109,762
                     16,723
<EARNINGS-AVAILABLE-FOR-COMM>                  109,762
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         486,065
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Arkansas, Inc. financial statements for the quarter ended March 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000007323
<NAME> ENTERGY ARKANSAS, INC.
<SUBSIDIARY>
   <NUMBER> 001
   <NAME> ENTERGY ARKANSAS, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,828,540
<OTHER-PROPERTY-AND-INVEST>                    225,013
<TOTAL-CURRENT-ASSETS>                         648,480
<TOTAL-DEFERRED-CHARGES>                       467,804
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,169,837
<COMMON>                                           470
<CAPITAL-SURPLUS-PAID-IN>                      590,169
<RETAINED-EARNINGS>                            471,933
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,178,922
                           40,027
                                    116,350
<LONG-TERM-DEBT-NET>                         1,254,122
<SHORT-TERM-NOTES>                                 667
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   90,052
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    108,139
<LEASES-CURRENT>                                53,044
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,444,864
<TOT-CAPITALIZATION-AND-LIAB>                4,169,837
<GROSS-OPERATING-REVENUE>                      374,731
<INCOME-TAX-EXPENSE>                             2,024
<OTHER-OPERATING-EXPENSES>                     343,841
<TOTAL-OPERATING-EXPENSES>                     343,841
<OPERATING-INCOME-LOSS>                         30,890
<OTHER-INCOME-NET>                               6,768
<INCOME-BEFORE-INTEREST-EXPEN>                  37,658
<TOTAL-INTEREST-EXPENSE>                        25,786
<NET-INCOME>                                     9,848
                      2,832
<EARNINGS-AVAILABLE-FOR-COMM>                    7,016
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         142,573
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy Gulf
States, Inc. financial statements for the quarter ended March 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000044570
<NAME> ENTERGY GULF STATES, INC.
<SUBSIDIARY>
   <NUMBER> 006
   <NAME> ENTERGY GULF STATES, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    4,597,307
<OTHER-PROPERTY-AND-INVEST>                     82,819
<TOTAL-CURRENT-ASSETS>                         762,070
<TOTAL-DEFERRED-CHARGES>                       978,971
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               6,421,167
<COMMON>                                       114,055
<CAPITAL-SURPLUS-PAID-IN>                    1,152,575
<RETAINED-EARNINGS>                            348,889
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,666,963
                           75,210
                                     51,444
<LONG-TERM-DEBT-NET>                         1,883,401
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  150,865
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     75,989
<LEASES-CURRENT>                                39,650
<OTHER-ITEMS-CAPITAL-AND-LIAB>               2,529,089
<TOT-CAPITALIZATION-AND-LIAB>                6,421,167
<GROSS-OPERATING-REVENUE>                      481,328
<INCOME-TAX-EXPENSE>                            19,878
<OTHER-OPERATING-EXPENSES>                     388,314
<TOTAL-OPERATING-EXPENSES>                     388,314
<OPERATING-INCOME-LOSS>                         93,014
<OTHER-INCOME-NET>                               4,826
<INCOME-BEFORE-INTEREST-EXPEN>                  97,840
<TOTAL-INTEREST-EXPENSE>                        45,427
<NET-INCOME>                                    32,535
                      8,943
<EARNINGS-AVAILABLE-FOR-COMM>                   23,592
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         110,659
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy 
Louisiana, Inc. financial statements for the quarter ended March 31, 1997 and 
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000060527
<NAME> ENTERGY LOUISIANA, INC.
<SUBSIDIARY>
   <NUMBER> 012
   <NAME> ENTERGY LOUISIANA, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    3,433,375
<OTHER-PROPERTY-AND-INVEST>                     91,830
<TOTAL-CURRENT-ASSETS>                         301,543
<TOTAL-DEFERRED-CHARGES>                       383,744
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,210,492
<COMMON>                                     1,088,900
<CAPITAL-SURPLUS-PAID-IN>                       (2,321)
<RETAINED-EARNINGS>                             59,444
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,246,523
                           85,000
                                    100,500
<LONG-TERM-DEBT-NET>                         1,338,229
<SHORT-TERM-NOTES>                              24,372
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   53,400
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     34,287
<LEASES-CURRENT>                                28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,400,681
<TOT-CAPITALIZATION-AND-LIAB>                4,210,492
<GROSS-OPERATING-REVENUE>                      433,983
<INCOME-TAX-EXPENSE>                            18,070
<OTHER-OPERATING-EXPENSES>                     356,103
<TOTAL-OPERATING-EXPENSES>                     356,103
<OPERATING-INCOME-LOSS>                         77,880
<OTHER-INCOME-NET>                                (423)
<INCOME-BEFORE-INTEREST-EXPEN>                  77,457
<TOTAL-INTEREST-EXPENSE>                        33,215
<NET-INCOME>                                    26,172
                      3,592
<EARNINGS-AVAILABLE-FOR-COMM>                   22,580
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          76,195
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy 
Mississippi, Inc. financial statements for the quarter ended March 31, 1997 
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000066901
<NAME> ENTERGY MISSISSIPPI, INC.
<SUBSIDIARY>
   <NUMBER> 016
   <NAME> ENTERGY MISSISSIPPI, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,044,810
<OTHER-PROPERTY-AND-INVEST>                     13,417
<TOTAL-CURRENT-ASSETS>                         257,379
<TOTAL-DEFERRED-CHARGES>                       165,030
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               1,480,636
<COMMON>                                       199,326
<CAPITAL-SURPLUS-PAID-IN>                          (42)
<RETAINED-EARNINGS>                            223,800
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 480,965
                                0
                                     57,881
<LONG-TERM-DEBT-NET>                           399,100
<SHORT-TERM-NOTES>                              39,112
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   96,015
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 465,444
<TOT-CAPITALIZATION-AND-LIAB>                1,480,636
<GROSS-OPERATING-REVENUE>                      200,328
<INCOME-TAX-EXPENSE>                             2,588
<OTHER-OPERATING-EXPENSES>                     177,634
<TOTAL-OPERATING-EXPENSES>                     177,634
<OPERATING-INCOME-LOSS>                         22,694
<OTHER-INCOME-NET>                                (26)
<INCOME-BEFORE-INTEREST-EXPEN>                  22,668
<TOTAL-INTEREST-EXPENSE>                        11,728
<NET-INCOME>                                     8,352
                      1,115
<EARNINGS-AVAILABLE-FOR-COMM>                    7,237
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          35,684
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy 
New Orleans, Inc. financial statements for the quarter ended March 31, 1997 
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000071508
<NAME> ENTERGY NEW ORLEANS, INC.
<SUBSIDIARY>
   <NUMBER> 017
   <NAME> ENTERGY NEW ORLEANS, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      291,735
<OTHER-PROPERTY-AND-INVEST>                      3,259
<TOTAL-CURRENT-ASSETS>                         135,973
<TOTAL-DEFERRED-CHARGES>                       117,165
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 548,132
<COMMON>                                        33,744
<CAPITAL-SURPLUS-PAID-IN>                       36,294
<RETAINED-EARNINGS>                             72,850
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 162,668
                                0
                                     19,780
<LONG-TERM-DEBT-NET>                           168,904
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   12,000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 204,560
<TOT-CAPITALIZATION-AND-LIAB>                  548,132
<GROSS-OPERATING-REVENUE>                      124,956
<INCOME-TAX-EXPENSE>                             2,197
<OTHER-OPERATING-EXPENSES>                     116,201
<TOTAL-OPERATING-EXPENSES>                     116,201
<OPERATING-INCOME-LOSS>                          8,755
<OTHER-INCOME-NET>                                 111
<INCOME-BEFORE-INTEREST-EXPEN>                   8,866
<TOTAL-INTEREST-EXPENSE>                         3,851
<NET-INCOME>                                     2,818
                        241
<EARNINGS-AVAILABLE-FOR-COMM>                    2,577
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          12,595
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from System 
Energy, Inc. financial statements for the quarter ended March 31, 1997 
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000202584
<NAME> SYSTEM ENERGY RESOURCES, INC.
<SUBSIDIARY>
   <NUMBER> 018
   <NAME> SYSTEM ENERGY RESOURCES, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,556,342
<OTHER-PROPERTY-AND-INVEST>                     66,922
<TOTAL-CURRENT-ASSETS>                         295,027
<TOTAL-DEFERRED-CHARGES>                       532,113
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               3,450,404
<COMMON>                                       789,350
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                             59,333
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 848,683
                                0
                                          0
<LONG-TERM-DEBT-NET>                         1,418,969
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   10,000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     46,719
<LEASES-CURRENT>                                28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,098,033
<TOT-CAPITALIZATION-AND-LIAB>                3,450,404
<GROSS-OPERATING-REVENUE>                      155,662
<INCOME-TAX-EXPENSE>                            19,313
<OTHER-OPERATING-EXPENSES>                      81,346
<TOTAL-OPERATING-EXPENSES>                      81,346
<OPERATING-INCOME-LOSS>                         74,316
<OTHER-INCOME-NET>                               1,603
<INCOME-BEFORE-INTEREST-EXPEN>                  75,919
<TOTAL-INTEREST-EXPENSE>                        32,261
<NET-INCOME>                                    24,345
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   24,345
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          69,839
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE>                                                                                                    
<CAPTION>
                                                                Exhibit 99(a)

                   Entergy Arkansas, Inc.
   Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends

                                                                                                                                 
                                                                                                                           March 31,
                                                            1992         1993         1994         1995           1996       1997
<S>                                                         <C>          <C>          <C>          <C>          <C>        <C>
Fixed charges, as defined:
  Interest on long-term debt                                $120,317     $107,771     $101,439     $102,339     $93,852    $93,463
  Interest on notes payable                                      117          349        1,311          678         688        660
  Amortization of expense and premium on debt-net(cr)          1,359        2,702        4,563        4,514       4,679      4,684
  Other interest                                               2,308        8,769        3,501        7,806       5,570      5,499
  Dividends on preferred securities of subsidiary trust         --           --           --           --         1,927      3,202
  Interest applicable to rentals                              17,657       16,860       19,140       18,158      19,121     17,051
                                                            ----------------------------------------------------------------------
Total fixed charges, as defined                              141,758      136,451      129,954      133,495     125,837    124,559

Preferred dividends, as defined (a)                           32,195       30,334       23,234       27,636      24,731     22,109
                                                            ----------------------------------------------------------------------
Combined fixed charges and preferred dividends, as defined  $173,953     $166,785     $153,188     $161,131    $150,568   $146,668
                                                            ======================================================================

Earnings as defined:

  Net Income                                                $130,529     $205,297     $142,263     $136,666    $157,798    148,378
  Add:
    Provision for income taxes:
      Federal & State                                         57,089       58,162       83,300      105,964     128,982    127,600
    Deferred - net                                             3,490       34,748      (17,939)     (28,225)    (39,772)   (43,236)
    Investment tax credit adjustment - net                    (9,989)     (10,573)     (36,141)      (5,658)     (4,765)    (4,714)
    Fixed charges as above                                   141,758      136,451      129,954      133,495     125,837    124,559
                                                            ----------------------------------------------------------------------
Total earnings, as defined                                  $322,877     $424,085     $301,437     $342,242    $368,080   $352,587
                                                            ======================================================================
Ratio of earnings to fixed charges, as defined                  2.28         3.11         2.32         2.56        2.93       2.83
                                                            ======================================================================
Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                1.86         2.54         1.97         2.12        2.44       2.40
                                                            ======================================================================


- ------------------------
(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)

                      Entergy Gulf States, Inc.
       Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends

                                                             
                                                                                                                          March 31,
                                                                1992         1993         1994       1995        1996       1997 
<S>                                                          <C>          <C>          <C>         <C>         <C>        <C>
Fixed charges, as defined:
  Interest on long-term debt                                  $197,218     $172,494     $167,082   $181,994    $172,191   $167,870
  Interest on notes payable                                     21,155       19,440       20,203        810         800        749
  Other interest                                                26,564       10,561        7,957      8,074      12,019     13,857
  Amortization of expense and premium on debt-net(cr)            3,479        8,104        8,892      9,346       7,455     10,274
  Dividends on preferred securities of subsidiary trust           --           --           --         --          --        1,322
  Interest applicable to rentals                                23,759       23,455       21,539     16,648      14,887     13,860
                                                              --------------------------------------------------------------------
Total fixed charges, as defined                                272,175      234,054      225,673    216,872     207,352    207,932

Preferred dividends, as defined (a)                             69,617       65,299       52,210     44,651      48,690     42,994
                                                              --------------------------------------------------------------------
Combined fixed charges and preferred dividends, as defined    $341,792     $299,353     $277,883   $261,523    $256,042   $250,926
                                                              ====================================================================
Earnings as defined:

Income (loss) from continuing operations before 
  extraordinary items and the cumulative effect of 
  accounting changes                                          $139,413      $69,462     ($82,755)  $122,919     ($3,887)   180,905
  Add:
    Income Taxes                                                55,860       58,016      (62,086)    63,244     102,091    128,728
    Fixed charges as above                                     272,175      234,054      225,673    216,872     207,352    207,932
                                                              --------------------------------------------------------------------
Total earnings, as defined (b)                                $467,448     $361,532      $80,832   $403,035    $305,556   $517,565
                                                              ====================================================================
Ratio of earnings to fixed charges, as defined                    1.72         1.54         0.36       1.86        1.47       2.49
                                                              ====================================================================
Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                  1.37         1.21         0.29       1.54        1.19       2.06
                                                              ====================================================================

(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, for GSU were not adequate 
    to cover fixed charges combined fixed charges and preferred dividends by 
    $144.8 million and $197.1 million, respectively.

</TABLE>


<TABLE>                                                                                                                    
<CAPTION>
                                                                 Exhibit 99(c)

                     Entergy Louisiana, Inc.
     Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                                         March 31,
                                                            1992         1993         1994         1995         1996        1997
<S>                                                       <C>          <C>          <C>          <C>          <C>         <C>
Fixed charges, as defined:
  Interest on long-term debt                              $128,672     $124,633     $124,820     $124,507    $117,609     $116,947
  Interest on notes payable                                    150          898        1,948        1,932       2,143        2,466
  Other interest charges                                     5,591        5,706        4,546        5,278       4,795        4,071
  Dividends on preferred securities of subsidiary trust                                                         2,870        4,445
  Amortization of expense and premium on debt - net(cr)      7,100        5,720        5,130        5,184       4,995        5,024
  Interest applicable to rentals                             9,363        8,519        8,332        9,332      10,601        9,771
                                                          ------------------------------------------------------------------------
Total fixed charges, as defined                            150,876      145,476      144,776      146,233     143,013      142,724

Preferred dividends, as defined (a)                         42,026       40,779       29,171       32,847      28,234       26,083
                                                          ------------------------------------------------------------------------
Combined fixed charges and preferred dividends, 
  as defined                                              $192,902     $186,255     $173,947     $179,080    $171,247     $168,807
                                                          ========================================================================
Earnings as defined:

  Net Income                                              $182,989     $188,808     $213,839     $201,537    $190,762     $176,404
  Add:
    Provision for income taxes:
      Federal and State                                     36,465       70,552       79,260      114,665      97,169      105,521
    Deferred Federal and State - net                        51,889       43,017       21,580        8,148      27,237       14,391
    Investment tax credit adjustment - net                  (1,317)      (2,756)     (37,552)      (5,699)     (5,847)      (5,836)
    Fixed charges as above                                 150,876      145,476      144,776      146,233     143,013      142,724
                                                          ------------------------------------------------------------------------
Total earnings, as defined                                $420,902     $445,097     $421,903     $464,884    $452,334     $433,204
                                                          ========================================================================
Ratio of earnings to fixed charges, as defined                2.79         3.06         2.91         3.18        3.16         3.04
                                                          ========================================================================
Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                              2.18         2.39         2.43         2.60        2.64         2.57
                                                          ========================================================================

- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed 
    by dividing the preferred dividend requirement by one hundred percent 
    (100%) minus the income tax rate.
</TABLE>


<TABLE>                                                  
<CAPTION>
                                                               Exhibit 99(d)

                      Entergy Mississippi, Inc.
       Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
                            December 31,
                                                                   
                                                                                                                          March 31,
                                                            1992         1993         1994         1995          1996         1997
<S>                                                        <C>          <C>          <C>          <C>           <C>         <C>
Fixed charges, as defined:
  Interest on long-term debt                               $60,709      $52,099      $46,081      $46,241       $42,897     $42,490
  Interest on notes payable                                     36            7        1,348          474         1,633       1,963
  Other interest charges                                     1,636        1,795        3,581        4,164         2,237       2,303
  Amortization of expense and premium on debt-net(cr)        1,685        1,458        1,754          756         1,240       1,233
  Interest applicable to rentals                               521        1,264        1,716        2,173         2,165       2,141
                                                          -------------------------------------------------------------------------
Total fixed charges, as defined                             64,587       56,623       54,480       53,808        50,172      50,130

Preferred dividends, as defined (a)                         12,823       12,990        9,447        9,004         7,720       7,222
                                                          -------------------------------------------------------------------------
Combined fixed charges and preferred dividends, 
 as defined                                                $77,410      $69,613      $63,927      $62,812       $57,892     $57,352
                                                          =========================================================================
Earnings as defined:

  Net Income                                               $65,036     $101,743      $48,779      $68,667       $79,210      74,638
  Add:
    Provision for income taxes:
      Federal and State                                      4,463       54,418       46,884       71,651        73,994      68,958
    Deferred Federal and State - net                        20,430          539      (26,763)     (35,224)      (29,390)    (29,645)
    Investment tax credit adjustment - net                  (1,746)       1,036       (7,645)      (1,550)       (3,497)     (1,606)
    Fixed charges as above                                  64,587       56,623       54,480       53,808        50,172      50,154
                                                          -------------------------------------------------------------------------
Total earnings, as defined                                $152,770     $214,359     $115,735     $157,352      $170,489    $162,499
                                                          =========================================================================
Ratio of earnings to fixed charges, as defined                2.37         3.79         2.12         2.92          3.40        3.24
                                                          =========================================================================
Ratio of earnings to combined fixed charges and  
  preferred dividends, as defined                             1.97         3.08         1.81         2.51          2.94        2.83
                                                          =========================================================================

- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by 
    dividing the preferred dividend requirement by one hundred percent (100%) 
    minus the income tax rate.

</TABLE>


<TABLE>                                                                                                                           
<CAPTION>
                                                              Exhibit 99(e)

                      Entergy New Orleans, Inc.
       Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                                         March 31,
                                                           1992         1993         1994         1995          1996       1997
<S>                                                      <C>          <C>          <C>          <C>          <C>           <C>
Fixed charges, as defined:
  Interest on long-term debt                             $22,934      $19,478      $16,382      $15,330       $14,787      $14,403
  Interest on notes payable                                 --           --            153          130           146          133
  Other interest charges                                   1,714        1,016        1,027        1,723           890          912
  Amortization of expense and premium on debt-net(cr)        576          598          710          619           481          429
  Interest applicable to rentals                             444          544        1,245          916           831          867
                                                        --------------------------------------------------------------------------
Total fixed charges, as defined                           25,668       21,636       19,517       18,718        17,135       16,744

Preferred dividends, as defined (a)                        3,214        2,952        2,071        1,964         1,549        1,609
                                                        --------------------------------------------------------------------------
Combined fixed charges and preferred dividends, 
  as defined                                             $28,882      $24,588      $21,588      $20,682       $18,684      $18,353
                                                        ==========================================================================
Earnings as defined:

  Net Income                                             $26,424      $47,709      $13,211      $34,386       $26,776      $21,559
  Add:
    Provision for income taxes:
      Federal and State                                   16,575       27,479       22,606       22,465        28,490       32,475
    Deferred Federal and State - net                        (340)       5,203      (15,674)      (1,364)      (11,587)     (17,669)
    Investment tax credit adjustment - net                  (170)        (744)      (2,332)        (634)         (687)        (675)
    Fixed charges as above                                25,668       21,636       19,517       18,718        17,135       16,744
                                                        --------------------------------------------------------------------------
Total earnings, as defined                               $68,157     $101,283      $37,328      $73,571       $60,127      $52,434
                                                        ==========================================================================
Ratio of earnings to fixed charges, as defined              2.66         4.68         1.91         3.93          3.51         3.13
                                                        ==========================================================================
Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                            2.36         4.12         1.73         3.56          3.22         2.86
                                                        ==========================================================================

- ------------------------
(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(f)

                    System Energy Resources, Inc.
       Computation of Ratios of Earnings to Fixed Charges and
                Ratios of Earnings to Fixed Charges


                                                                                                                   March 31,
                                                       1992         1993         1994         1995          1996       1997
<S>                                                  <C>          <C>          <C>          <C>          <C>           <C>
Fixed charges, as defined:
  Interest on long-term debt                         $196,618     $184,818     $162,517     $136,916      $128,704     $120,979
  Interest on notes payable                              --           --             88          473           289          206
  Amortization of expense and premium on debt-net       6,417        4,520        6,731        6,104         6,672        7,202
  Interest applicable to rentals                        6,265        6,790        7,546        6,475         6,223        5,617
  Other interest charges                                1,506        1,600        7,168        8,019         8,055        7,929
                                                     --------------------------------------------------------------------------
Total fixed charges, as defined                      $210,806     $197,728     $184,050     $157,987      $149,943     $141,933
                                                     ==========================================================================
Earnings as defined:
  Net Income                                         $130,141      $93,927       $5,407      $93,039       $98,668     $ 99,483
  Add:
    Provision for income taxes:
      Federal and State                                35,082       48,314       67,477      120,830        33,146       34,124
      Deferred Federal and State - net                 23,648       60,690      (27,374)     (41,871)       52,447       49,776
    Investment tax credit adjustment - net             30,123      (30,452)      (3,265)      (3,466)       (3,472)      (3,472)
    Fixed charges as above                            210,806      197,728      184,050      157,987       149,943      141,933
                                                     --------------------------------------------------------------------------
Total earnings, as defined                           $429,800     $370,207     $226,295     $326,519      $330,732     $321,844
                                                     ==========================================================================
Ratio of earnings to fixed charges, as defined           2.04         1.87         1.23         2.07          2.21         2.27
                                                     ==========================================================================

</TABLE>



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