ENTERGY ARKANSAS INC
10-Q, 1999-08-13
ELECTRIC SERVICES
Previous: ARABIAN SHIELD DEVELOPMENT CO, 10-Q, 1999-08-13
Next: ASSOCIATED BANC-CORP, 10-Q, 1999-08-13



  _____________________________________________________________________
                              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 June 30, 1999

          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) 576-4000

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) 576-4000

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) 576-4000

1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)
                Echelon One
                1340 Echelon Parkway
                Jackson, Mississippi 39213
                Telephone (601) 368-5000
_________________________________________________________________________

<PAGE>

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

Yes     X      No

Common Stock Outstanding                Outstanding at July 31, 1999
Entergy Corporation      ($0.01 par value)      246,833,959

      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 reports herein 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,  1998,  and  the
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed
by  the  individual  registrants with the SEC,  and  should  be  read  in
conjunction therewith.


                       Forward Looking Information

      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,  Inc.,  Entergy  Gulf States, Inc.,  Entergy  Louisiana,  Inc.,
Entergy  Mississippi, Inc., Entergy New Orleans, Inc., and System  Energy
Resources,  Inc.  or  their affiliated companies  may  be  influenced  by
factors that could cause actual outcomes to be materially different  than
anticipated.  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,  interest rate changes and  changes  in  financial
markets  generally,  changes  in foreign  currency  exchange  rates,  the
ability to locate and correct computer codes relevant to Year 2000 issues
and related matters, and other factors.


<PAGE>

                  ENTERGY CORPORATION AND SUBSIDIARIES
                 INDEX TO QUARTERLY REPORT ON FORM 10-Q
                              June 30, 1999

                                                        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                      7
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                 11
     Consolidated Statements of Income and
       Comprehensive Income                                17
     Consolidated Statements of Cash Flows                 18
     Consolidated Balance Sheets                           20
     Selected Operating Results                            22
  Entergy Arkansas, Inc.:
     Results of Operations                                 23
     Income Statements                                     26
     Statements of Cash Flows                              27
     Balance Sheets                                        28
     Selected Operating Results                            30
  Entergy Gulf States, Inc.:
     Results of Operations                                 31
     Income Statements                                     35
     Statements of Cash Flows                              37
     Balance Sheets                                        38
     Selected Operating Results                            40
  Entergy Louisiana, Inc.:
     Results of Operations                                 41
     Income Statements                                     43
     Statements of Cash Flows                              45
     Balance Sheets                                        46
     Selected Operating Results                            48
  Entergy Mississippi, Inc.:
     Results of Operations                                 49
     Income Statements                                     51
     Statements of Cash Flows                              53
     Balance Sheets                                        54
     Selected Operating Results                            56
  Entergy New Orleans, Inc.:
     Results of Operations                                 57
     Income Statements                                     59
     Statements of Cash Flows                              61
     Balance Sheets                                        62
     Selected Operating Results                            64
  System Energy Resources, Inc.:
     Results of Operations                                 65
     Income Statements                                     67
     Statements of Cash Flows                              69
     Balance Sheets                                        70
Notes to Financial Statements for Entergy Corporation
  and Subsidiaries                                         72
Part II:
  Item 1.  Legal Proceedings                               81
  Item 4.  Submission of Matters to a Vote of
             Security Holders                              83
  Item 5.  Other Information                               85
  Item 6.  Exhibits and Reports on Form 8-K                86
Signature                                                  88


<PAGE>

                             DEFINITIONS

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

   Abbreviation or Acronym        Term

AFUDC                    Allowance for Funds Used During Construction
ALJ                      Administrative Law Judge
ANO                      Arkansas Nuclear One Plant
ANO 1                    Unit No. 1 of ANO
ANO 2                    Unit No. 2 of ANO
APSC                     Arkansas Public Service Commission
Board                    Board of Directors of Entergy Corporation
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  Pty.,  an  electric  distribution
                         company  serving  Melbourne,  Australia  and
                         surrounding  suburbs, which was acquired  by
                         Entergy  effective January 5, 1996  and  was
                         sold effective December 31, 1998.
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
EPA                      U.S. Environmental Protection Agency
ETHC                     Entergy Technology Holding Company
EWG                      Exempt wholesale generator under PUHCA
Entergy                  Entergy  Corporation and its various  direct
                         and indirect subsidiaries
Entergy Arkansas         Entergy    Arkansas,   Inc.,   an   Arkansas
                         corporation
Entergy Corporation      Entergy Corporation, a Delaware corporation
Entergy Gulf States      Entergy   Gulf   States,   Inc.,   a   Texas
                         corporation    (including    wholly    owned
                         subsidiaries  - Varibus Corporation,  GSG&T,
                         Inc.,  Prudential  Oil  &  Gas,  Inc.,   and
                         Southern Gulf Railway Company)
Entergy London           Entergy  London  Investments  plc,  formerly
                         Entergy  Power UK plc (including its  wholly
                         owned subsidiary, London Electricity)
Entergy Louisiana        Entergy   Louisiana,   Inc.,   a   Louisiana
                         corporation
Entergy Mississippi      Entergy  Mississippi,  Inc.,  a  Mississippi
                         corporation
Entergy New Orleans      Entergy   New  Orleans,  Inc.,  a  Louisiana
                         corporation
FERC                     Federal Energy Regulatory Commission
FUCO                     an   exempt  foreign utility  company  under
                         PUHCA
Form 10-K                The  combined Annual Report on Form 10-K for
                         the year ended December 31, 1998 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
Independence             Independence Steam Electric Station  (coal),
                         owned  16%  by  Entergy  Arkansas,  25%   by
                         Entergy  Mississippi,  and  11%  by  Entergy
                         Power, Inc.
LPSC                     Louisiana Public Service Commission
London Electricity       London  Electricity plc, a regional electric
                         company  serving London, England, which  was
                         acquired  by  Entergy effective February  1,
                         1997  and  was  sold effective  December  4,
                         1998.
MPSC                     Mississippi Public Service Commission
MW                       Megawatt(s)
NRC                      Nuclear Regulatory Commission
Owner Participant        A  corporation that, in connection with  the
                         Waterford 3 sale and leaseback transactions,
                         has  acquired  a beneficial  interest  in  a
                         trust,  the  Owner Trustee of which  is  the
                         owner  and lessor of undivided interests  in
                         Waterford 3
Owner Trustee            Each institution and/or individual acting as
                         Owner  Trustee under a trust agreement  with
                         an  Owner Participant in connection with the
                         Waterford 3 sale and leaseback transactions
PUCT                     Public Utility Commission of Texas
PUHCA                    Public Utility Holding Company Act of  1935,
                         as amended
River Bend               River  Bend Nuclear Plant, owned by  Entergy
                         Gulf States
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., an  Arkansas
                         corporation
UK                       The  United  Kingdom of  Great  Britain  and
                         Northern Ireland
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

Operations

      Net  cash  flow  from operations for Entergy  Corporation,  the
domestic  utility  companies, and System Energy for  the  six  months
ended June 30, 1999 and 1998 was as follows:


                              Six Months Ended     Six Months Ended
    Company                    June 30, 1999        June 30, 1998
                                         (In Millions)

    Entergy Corporation            $ 555.6              $653.3
    Entergy Arkansas               $ 102.6              $ 95.3
    Entergy Gulf States            $  81.8              $161.7
    Entergy Louisiana              $ 139.0              $128.7
    Entergy Mississippi            $  34.9              $ 73.3
    Entergy New Orleans            $  19.8              $  6.3
    System Energy                  $ 201.8              $ 93.2

      Entergy's  consolidated  cash flow  from  operations  decreased
compared  to 1998 principally due to the completion of rate  phase-in
plans  and  adverse rate activity at certain of the domestic  utility
companies, and an increase in cash used by competitive businesses.

      Rate phase-in plans contributed to cash flow from operations in
1998.  Under these plans, revenues collected exceed the cash cost  of
expenses.  These plans positively impacted cash flow from operations,
but  had no net income effect because the higher revenues were offset
by  the  amortization of previously deferred costs.  During 1998  the
following phase-in plans were completed:

     o Entergy Gulf States' Louisiana retail phase-in plan for River
       Bend in February;
     o Entergy  Mississippi's phase-in plan for Grand Gulf  1  in
       September; and
     o Entergy Arkansas' phase-in plan for Grand Gulf 1 in November.

     The operating cash flow used by competitive businesses was $60.6
million  for the six months ended June 30, 1999.  For the six  months
ended  June  30,  1998,  the competitive businesses  provided  $155.9
million to operating cash flow.  This change was principally due to:

     o the sales of London Electricity and CitiPower in December 1998,
       which had provided positive operating cash flow in 1998 but
       contributed no operating cash flow in 1999; and
     o a net loss for the power marketing and trading business in 1999
       compared to net income in 1998, which caused this business to use
       operating cash flow in 1999 whereas it provided operating cash flow
       in 1998.

The   increase  in  operating  cash  flow  used  by  the  competitive
businesses was partially offset by:

     o the sales of Efficient Solutions, Inc. in September 1998 and
       Entergy Security, Inc. in January 1999, which had used operating cash
       flow in 1998 and used none in 1999; and
     o positive operating cash flow contributed by the global power
       development business, which had used operating cash flow in 1998.

<PAGE>

                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


Investing Activities

      Net cash used in investing activities decreased compared to the
six  months  ended  June 30, 1998 principally due  to  the  sales  of
Entergy  Security,  Inc.  in January 1999 and  Entergy  Power  Edesur
Holding,  LTD,  TeleCorp Holding Corporation, Inc., Entergy  Hyperion
Telecommunications    of   Mississippi,   LLC,    Entergy    Hyperion
Telecommunications   of   Louisiana,  LLC,   and   Entergy   Hyperion
Telecommunications of Arkansas, LLC in June 1999.

Financing Activities

     Net cash used in financing activities increased compared to 1998
principally due to:

     o the redemption of preferred stock in 1999 at Entergy Gulf States
       and Entergy Louisiana; and
     o the repayment of a line of credit by Entergy Corporation and
       ETHC with a portion of the proceeds from the sale of Entergy
       Security, Inc.

      These uses were partially offset by borrowings under the credit
facilities  associated  with  the construction  of  the  Saltend  and
Damhead  Creek  power  plants by Entergy's global  power  development
business and a reduction in the amount of debt retirements at Entergy
Arkansas.

Capital Resources

     Entergy requires capital resources for:

     o    construction and other capital expenditures;
     o    debt and preferred stock maturities;
     o    capital investments;
     o    funding of subsidiaries; and
     o    dividend and interest payments.

       Management   provides   more   information   on   construction
expenditures  and  long-term debt and preferred stock  maturities  in
Note 9 to the financial statements in the Form 10-K.

     Entergy's sources to meet its capital requirements include:

     o    internally generated funds;
     o    cash on hand;
     o    debt or preferred stock issuances;
     o    bank financing under new or existing facilities;
     o    short-term borrowings; and
     o    sales of businesses.

      During the six months ended June 30, 1999, cash from operations
and  cash  on  hand  met  substantially all investing  and  financing
requirements  of  the domestic utility companies and  System  Energy.
During  this  period Entergy Corporation received  dividend  payments
totaling $81.7 million from the domestic utility companies and System
Energy.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


      As  of  June 30, 1999, Entergy had committed short-term  credit
facilities  in the amount of $550 million, of which $440 million  was
unused.  The status of Entergy's short-term credit facilities  is  as
follows:

     o At June 30, 1999, Entergy Corporation had $60 million of
       borrowings outstanding under a $250 million bank credit facility that
       expires in September 1999.
     o Entergy Corporation had no borrowings outstanding and ETHC had
       $50 million of borrowings outstanding under a joint $50 million bank
       line of credit at June 30, 1999.  This line had been reduced from
       $100 million in June 1999 and was terminated on July 6, 1999.
       Proceeds from the June 1999 sales of TeleCorp Holding Corporation,
       Inc., Entergy Hyperion Telecommunications of Mississippi, LLC,
       Entergy Hyperion Telecommunications of Louisiana, LLC, and Entergy
       Hyperion Telecommunications of Arkansas, LLC were used to repay the
       borrowings outstanding under this line.
     o The external credit lines of the domestic utility companies
       expired on May 31, 1999 and were not renewed.
     o Entergy's global power development business entered into a $250
       million bank credit facility in March 1999 that will expire on August
       25, 1999, but had no borrowings outstanding under this facility as of
       June 30, 1999.  The commitment fee for this facility is currently
       .15% of the undrawn amount.

     In November 1996, SEC authorization was received by the domestic
utility  companies to increase their short-term borrowing  limits  to
amounts  totaling  $1.3 billion.  This included  a  total  short-term
borrowing limit for the domestic utility companies of $1.078 billion.
This  authorization is effective through November 30,  2001.   As  of
June  30,  1999, only Entergy Mississippi had borrowings  outstanding
from the money pool, in the amount of $21 million.  The money pool is
an   inter-company  borrowing  arrangement  designed  to  reduce  the
domestic   utility  companies'  dependence  on  external   short-term
borrowings.

      All  securities  issuances  by Entergy,  the  domestic  utility
companies,  and  System  Energy are subject to  regulatory  approval.
Preferred stock and debt issuances are subject to issuance tests  set
forth  in  corporate charters, bond indentures, and other agreements.
The  domestic  utility companies may also establish  special  purpose
trusts  or  limited  partnerships as financing subsidiaries  for  the
purpose of issuing quarterly income preferred securities.

      Management  expects  that the domestic  utility  companies  and
System  Energy will continue to refinance or redeem higher cost  debt
and preferred stock prior to maturity to the extent market conditions
and interest and dividend rates are favorable.

       Entergy's  global  power  development  business  is  currently
constructing two combined cycle gas turbine merchant power plants  in
the  UK.   The  first  is a 1200 MW plant known as  Saltend.   It  is
expected to begin commercial operation in the first quarter of  2000.
The  second is a 792 MW plant known as Damhead Creek.  It is expected
to  begin  commercial operation in the fourth quarter of  2000.   The
financing  of the construction of these two power plants is discussed
in Note 7 to the financial statements in the Form 10-K.

      On  July 13, 1999, Entergy's non-utility nuclear power business
acquired from Boston Edison Company (BECO) the 670 MW Pilgrim Nuclear
Station located in Plymouth, Massachusetts.  The acquisition included
the plant, real estate, materials and supplies, and nuclear fuel, for
a  purchase  price of $81 million.  As part of the Pilgrim  purchase,
BECO  has  funded  a $471 million decommissioning  trust  fund.   The
purchase  price  was  funded with proceeds from  the  sales  of  non-
regulated businesses.  Further discussion of this acquisition can  be
found in "Part I, Item 1, Other Businesses" in the Form 10-K.


<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


      Entergy's  ability to invest in domestic and foreign generation
businesses  is subject to the SEC's regulations under PUHCA.   Absent
SEC  approval,  these  regulations limit the  aggregate  amount  that
Entergy,  but  not  its non-regulated FUCO and EWG subsidiaries,  may
invest in domestic and foreign utility businesses to an amount  equal
to 50% of consolidated retained earnings at the time an investment is
made.  Due to the sale of electric distribution businesses in the  UK
and  Australia in 1998, Entergy's FUCO and EWG subsidiaries have  the
ability  to  make significant additional investments in domestic  and
foreign generation businesses.

      Entergy has also made investments in energy-related businesses,
including  power marketing and trading.  Under the SEC's  regulations
pursuant  to  PUHCA,  the  SEC  imposes  a  limit  equal  to  15%  of
consolidated  capitalization on the amount that may  be  invested  in
such businesses without specific SEC approval.  Entergy currently has
considerable  capacity to make additional investments  of  this  type
before such limits would be exceeded.

      In the six months ended June 30, 1999, Entergy Corporation paid
$144.1  million in cash dividends on its common stock.   Declarations
of  dividends on Entergy's common stock are made at the discretion of
the  Board.   The Board evaluates the level of Entergy  common  stock
dividends  based  upon  Entergy's earnings  and  financial  strength.
Dividend  restrictions  are discussed in  Note  8  to  the  financial
statements in the Form 10-K.

     In October 1998, the Board approved a plan for the repurchase of
Entergy  common  stock  through December  31,  2001  to  fulfill  the
requirements  of various compensation and benefit plans.   The  stock
repurchase plan provides for purchases in the open market of up to  5
million  shares for an aggregate consideration of up to $250 million.
In  addition, on July 30, 1999, the Board approved the commitment  of
up  to $750 million in funds towards the repurchase of Entergy common
stock.   These  purchases  will be made  on  a  discretionary  basis,
utilizing internal funds.  See Note 3 to the financial statements for
stock repurchases and issuances made during the six months ended June
30, 1999.

      See  Note  4 to the financial statements in this report  for  a
discussion of Entergy's recent long-term debt activity.  See Notes 4,
5,  6,  7, 9 and 10 to the financial statements in the Form 10-K  for
additional information on Entergy's and its subsidiaries' capital and
refinancing requirements in 1999-2003.

Entergy Corporation and System Energy

       Pursuant  to  the  Capital  Funds  Agreement  between  Entergy
Corporation  and  System Energy, Entergy Corporation  has  agreed  to
supply System Energy with sufficient capital to:

     o maintain System Energy's equity capital at a minimum of 35% of
       its total capitalization (excluding short-term debt);
     o permit the continued commercial operation of Grand Gulf 1;
     o pay in full all System Energy indebtedness for borrowed money
       when due; and
     o enable System Energy to make payments on specific debt under
       supplements to the agreement assigning System Energy's rights in the
       agreement as security for the specific debt.

      The  Capital  Funds Agreement and other Grand  Gulf  1  related
agreements  are more thoroughly discussed in Note 9 to the  financial
statements in the Form 10-K.


<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
"Domestic  Competition  -  Regulatory  and  Legislative  Activity   -
Transition-to-Competition   Filings",  "Industrial   and   Commercial
Customers",  and "Other Electric Utility Trends" for a discussion  of
the  increasing competitive pressures facing Entergy and the electric
utility  industry.  See also "Market Risks" in the Form  10-K  for  a
discussion of other significant issues affecting Entergy.  Set  forth
below are recent updates to the information contained in the Form 10-
K under the other headings contained therein.

      Several  significant events have affected and will continue  to
affect  Entergy's  results of operations.   During  the  past  twelve
months,  Entergy sold its interests in London Electricity, CitiPower,
Efficient   Solutions,  Inc.,  and  most  of  its  telecommunications
businesses,  producing  significant  cash  receipts  which  are  non-
recurring.   Entergy's  power marketing and trading  activities  have
increased  operating revenues and expenses during the three  and  six
months  ended June 30, 1999.  For more information see Note 6 to  the
financial statements included in this report.  In addition,  on  July
30, 1999, the Board approved the commitment of up to $750 million  in
funds   towards  the  repurchase  of  Entergy  common  stock.   These
purchases  will be made on a discretionary basis, utilizing  internal
funds.  Finally, the domestic operating companies have been and  will
continue to be subject to regulatory proceedings relating to  several
issues, including but not limited to their transition to competition,
rate  recovery, and accounting matters, some or all of  which  impact
their  results of operations negatively.  All of these factors affect
Entergy's  competitive businesses and domestic utility companies  and
will affect Entergy's results of operations in the future.

Domestic Competition

Regulatory and Legislative Activity

Open Access

     In  April  1999, Entergy filed a proposal seeking guidance  from
FERC  regarding the formation of a separate, independent transmission
company  (Transco), which would own, operate, control,  and  maintain
transmission  assets.  Transco member companies, which could  include
companies  other  than  Entergy or its  subsidiaries,  would  receive
passive ownership, but no voting rights.  The transmission assets and
related  employees  of  the  domestic  utility  companies  would   be
transferred to the Transco.

     In 1999, FERC issued an order in response to Entergy's proposal.
FERC  concluded that passive ownership of a Transco by  a  generating
company  or  other  market  participant  could  meet  FERC's  current
independence  and  governance requirements provided  the  Transco  is
structured  to  address certain issues and concerns raised  by  FERC.
The  issues  and  concerns identified by FERC relate to  the  Transco
board selection process, the Transco board's fiduciary obligations to
the  member  companies, the ability of Transco  to  raise  additional
capital, and restrictions on transactions between the Transco and the
member companies.  Management expects to make additional filings with
federal, state, and local regulatory authorities addressing these and
other issues and seeking necessary approvals for the formation of the
Transco.    If  approved,  the  Transco  would  likely   not   become
operational  until 2001 or 2002, depending upon the  timing  of  such
regulatory approvals.

Legislative Activity

     In  April  1999,  the governor of Arkansas  signed  into  law  a
restructuring  bill  passed  by the Arkansas  Legislature.   The  law
provides  for retail open access by electric utilities on January  1,
2002.   The APSC may delay implementation of retail open access,  but
not  beyond  June 30, 2003.  The new law provides for the opportunity
for  recovery of stranded costs pursuant to a review and approval  by
the  APSC, and for securitization of the allowed stranded costs.  The
law  also  requires  Entergy Arkansas and  other  utilities  to  make
filings   separating  (unbundling)  their  costs   into   generation,
transmission,  and distribution functions.  Entergy Arkansas'  filing
must  be  made  by January 1, 2000.  Utilities that own  transmission
facilities   must  subject  them  to  operation  by  an   independent
transmission organization.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS

     In  June  1999,  the  governor  of  Texas  signed  into  law   a
restructuring bill passed by the Texas Legislature.  The law provides
for retail open access by most electric utilities on January 1, 2002,
market  power mitigation measures, the opportunity for stranded  cost
recovery, and securitization of regulatory assets and stranded costs.
The  law also requires unbundling of the generation, transmission and
distribution, and retail provider functions, and requires  filing  of
the  utilities' plans to unbundle functions by January 10, 2000.  The
market power mitigation measures include a limit on the ownership  of
generation  assets by a power generation company within  a  specified
region.  It is uncertain what the implications of this limit will  be
for Entergy Gulf States or the Entergy system generally.  However, it
is  possible that the legislation could result in Entergy Gulf States
having  to  use mitigation measures including divesting some  of  its
generation  assets, should it be determined that  it  has  generation
market  power.  The law also requires affected utilities to  sell  at
auction, at least 60 days before January 1, 2002, entitlements to  at
least   15%   of  their  Texas  jurisdictional  installed  generation
capacity.  The obligation to auction capacity continues for up to  60
months  after  January 1, 2002.  Pursuant to the law, utilities  that
own  transmission facilities must subject them to operational control
by  an  independent transmission organization.  The PUCT and  various
participants  in  the  industry  are  currently  in  the  process  of
implementing  the  legislation through various rulemaking  and  other
proceedings.

Regulatory Activity

     The  LPSC has directed its staff to develop a Louisiana-specific
competition  plan by January 1, 2001 for its consideration.   Through
mid-2000, the LPSC staff will convene technical conferences and study
various  potential effects of retail competition.  No  specific  date
has  been targeted for the start of competition, should it be decided
that competition in Louisiana is in the public interest.

      See  Note  2 to the financial statements in the Form  10-K  for
information regarding the Revised Proposed Transition Plan (the Plan)
issued by the MPSC in June 1998.  The MPSC continues to hold periodic
hearings   and   request  informational  filings  regarding   various
potential   effects  of  retail  competition.   Enabling  legislation
necessary to implement the Plan cannot be considered until  the  next
session  of the Mississippi Legislature, which is scheduled to  begin
in January 2000.

State and Local Regulation

      As  discussed in Note 2 to the financial statements in the Form
10-K,  the  PUCT  had issued for comment proposed "Code  of  Conduct"
rules  governing transactions between utilities and their affiliates.
In  June  1999, the PUCT withdrew its proposed rules, and is expected
to  propose new rules in August 1999.  The new rules are expected  to
implement  the  requirement of the new Texas retail open  access  law
that  the  PUCT  adopt a code of conduct to ensure that,  during  the
transition  to  and  after the introduction  of  retail  competition,
utilities  do  not  give  an impermissible advantage  to  competitive
affiliates.   The PUCT currently plans to adopt final  rules  by  the
fall  of 1999.  Management cannot predict what form the adopted rules
will have and, therefore, what their impact will be.

      Entergy  Mississippi implemented a $13.3 million rate reduction
effective May 1999 based on its annual performance-based formula rate
plan   filing  for  the  1998  test  year.   In  June  1999,  Entergy
Mississippi  revised  its  filing resulting  in  an  additional  rate
reduction  of  approximately  $1.5  million,  effective  July   1999.
Entergy  Louisiana  submitted  its  fourth  annual  performance-based
formula rate plan filing for the 1998 test year in April 1999,  which
indicated that Entergy Louisiana would implement a $20.7 million base
rate  reduction effective August 1999.  Based on Entergy  Louisiana's
filing  and  on  subsequent comments filed by Entergy Louisiana,  the
LPSC staff, and other parties, Entergy Louisiana expects to implement
a  rate reduction of approximately $15.0 million, effective August 1,
1999.   Entergy  Louisiana's filing will then be subject  to  further
review  by  the  LPSC,  which may result in an additional  change  in
rates.  No procedural schedule has been established by the LPSC.


<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


Accounting Issues

Continued Application of SFAS 71

      The  domestic utility companies' and System Energy's  financial
statements  principally reflect assets and costs  based  on  existing
cost-based   ratemaking   regulation   in   accordance   with    SFAS
71,"Accounting  for  the  Effects of Certain  Types  of  Regulation".
Continued  applicability  of  SFAS 71  to  the  financial  statements
requires   that   rates  set  by  an  independent  regulator   on   a
cost-of-service basis be charged to and collected from customers  for
the  foreseeable  future.  The electric utility  industry's  movement
toward  a  combination  of  competition  and  a  modified  regulatory
environment  could  result in rates that are not  based  on  cost  of
service.  If a utility company is required to discontinue application
of  SFAS  71  for  a portion or all of its operations,  it  could  be
required to remove regulatory assets and liabilities from its balance
sheet.

      As  discussed  above, definitive outcomes  have  not  yet  been
determined  regarding  the  transition  to  competition  filings   in
Entergy's jurisdictions; therefore, the regulated operations  of  the
domestic  utility companies and System Energy continue to apply  SFAS
71.  Arkansas and Texas have enacted retail open access laws, but the
laws  do not provide sufficient detail to determine definitively  how
Entergy Arkansas' and Entergy Gulf States' regulated operations  will
be  affected.   The laws provide for the recovery of  stranded  costs
subsequent to a process of review and approval by the APSC  or  PUCT.
Until such a review is concluded, it is anticipated that both Entergy
Arkansas  and  Entergy Gulf States will continue to  apply  SFAS  71.
Discontinuation of the application of SFAS 71 by the domestic utility
companies  and System Energy could have a material adverse impact  on
Entergy's  financial  statements.  The  application  of  SFAS  71  is
discussed  more thoroughly in Note 1 to the financial  statements  in
the Form 10-K.

Year 2000 Issues

      Management  has  been  evaluating  its  computer  software  and
hardware, databases, embedded microprocessors (collectively  referred
to  as "IT and non-IT assets"), suppliers, and other relationships to
determine  actions required to prevent problems related to  the  Year
2000,  and  the  resources  required to take  such  actions.   Unless
corrected,  these  problems  may result in  malfunctions  in  certain
software applications, databases, and computer equipment with respect
to  dates  on  or  after January 1, 2000.  These  malfunctions  could
disrupt  operations of nuclear or fossil generating plants, operation
of   transmission   and   distribution   systems,   and   access   to
interconnections  with neighboring utilities, and could  cause  other
operational  problems.  While it is not possible  to  anticipate  all
future events, especially when third parties are involved, management
believes  the most reasonably likely worst case scenario is  isolated
disruptions of service, which should be rapidly restored.

     Management has adopted a four-step approach to address Year 2000
issues including:

     o an inventory of all IT and non-IT assets;
     o an assessment to determine if the IT and non-IT assets are
       critical to the business and, if so, whether Year 2000 has an impact
       on them;
     o remediation or replacement of critical systems determined to be
       Year 2000 deficient; and
     o certification of such critical systems to confirm Year 2000
       compliance.

      Management has completed its inventory of IT and non-IT assets,
identified  systems  and  equipment that could  be  affected  by  the
millennium change, and assessed the risk of potential failure for its
assets.  Management  defines  services  or  products  as  Year   2000
"compliant"  when  they perform the business, office  automation,  or
process  control  requirements  as  designed  into  the  twenty-first
century.   Management defines an asset as "certified"  as  Year  2000
compliant  after  it  has  been modified, or upgraded  if  necessary,
tested, and deployed in the operating environment.  Certification  of
Entergy's  IT and non-IT assets that significantly affect service  to
customers,  and  of  IT and non-IT assets that do  not  significantly
affect service to customers, but are important to Entergy operations,
was complete by the end of the second quarter of 1999.


<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


      Management  has  completed an assessment of  its  vendors  that
affect  Entergy's operations with respect to Year 2000  issues.   All
vendors  have been contacted by letter, and vendors whose failure  to
provide   services  would  quickly  downgrade  or  suspend  Entergy's
operations  have  been  interviewed  and  evaluated  for  Year   2000
readiness.  Entergy's goal is to receive written confirmation of  the
Year 2000 readiness of these critical vendors.  Entergy's contingency
plans   will   include  utilization  of  alternative  suppliers   and
stockpiling  of  fuel and other supplies.  Management will  implement
Year 2000 contingency plans for vendors throughout 1999.

      Maintenance  or modification costs associated  with  Year  2000
compliance  are being expensed as incurred, while the  costs  of  new
software  are  being  capitalized and amortized over  the  software's
useful  life.   Management's  current  estimate  of  maintenance  and
modification  costs related to Year 2000 issues which  have  been  or
will  be  incurred  between 1998 and mid-2000  is  approximately  $54
million.   Entergy  has incurred approximately $44  million  of  this
total  through  June 1999.  These expenses are being  funded  through
operating  cash  flows.   Additionally, total capitalized  costs  for
projects accelerated due to Year 2000 issues are estimated to be  $19
million.   Entergy  has incurred approximately $15  million  of  this
total through June 1999.

      Based  on  the Year 2000 risk determinations of management,  an
independent  consultant's  risk  assessment,  and  the   results   of
certification activities, management has created and is  implementing
contingency  plans  throughout  1999 to  address  Year  2000  issues.
Management completed its written contingency plans by the end of June
1999, using the guidelines issued by the Nuclear Energy Institute and
the  guidelines  issued  by the North American  Electric  Reliability
Council.   The  contingency  plans address  various  types  of  asset
failures that could cause disruptions in service, and create specific
mitigation  strategies to rapidly restore service to customers.   For
example, to mitigate the risk of loss of generation, Entergy  intends
to  carry more generation reserve than normal within its control area
during  the hours surrounding midnight, December 31, 1999.   Although
Entergy  is taking steps that it believes will address the Year  2000
issue,  this  issue presents risks that may not be entirely  foreseen
and   eliminated   and  which  could  significantly  affect   utility
operations and financial performance.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the three months ended June 30,  1999
compared to the three months ended June 30, 1998, primarily due to  a
decrease  in  operating  revenues and an increase  in  income  taxes,
partially  offset  by  decreases in operating expenses  and  interest
charges, and an increase in other income.

      Net income increased slightly for the six months ended June 30,
1999 compared to the six months ended June 30, 1998, primarily due to
decreases in operating expenses and interest charges and an  increase
in  other  income,  partially  offset  by  a  decrease  in  operating
revenues, and an increase in income taxes.

     Note 6 to the financial statements provides a detailed breakdown
of financial information by business segment.  Competitive businesses
are  included in the following segments discussed in Note  6:   power
marketing  and  trading, Entergy London, CitiPower, and  other.   Net
income for the three and six months ended June 30, 1998 reflected the
results  of  operations  for  Entergy  London,  CitiPower,  Efficient
Solutions,  Inc.,  Entergy  Security,  Inc.,  Entergy  Power   Edesur
Holdings,  Entergy Hyperion Telecommunications, and TeleCorp  Holding
Corporation, Inc.  These businesses were sold between late  1998  and
mid-1999,  and  are therefore not included in some or all  of  1999's
results of operations.

Revenues and Sales

Domestic Utility Companies and System Energy

      The changes in electric operating revenues associated with  the
domestic  utility companies for the three and six months  ended  June
30, 1999 are as follows:

                                 Three Months Ended   Six Months Ended
Description                      Increase/Decrease)  Increase/(Decrease)
                                               (In Millions)
Base revenues                          $116.1               $82.2
Rate riders                             (43.5)              (83.4)
Fuel cost recovery                       51.3                24.6
Sales volume/weather                     12.7                32.1
Other revenue (including unbilled)       (3.1)                4.2
Sales for resale                        (22.7)              (30.4)
                                       ------               -----
   Total                               $110.8               $29.3
                                       ======               =====

Base revenues

      Base  revenues increased $116 million and $82 million  for  the
three and six months ended June 30, 1999, respectively, primarily due
to:

     o a $93.6 million reversal of regulatory reserves associated with
       the accelerated amortization of accounting order deferrals  in
       conjunction with the Texas rate settlement, the net income effect
       of which is largely offset by the amortization of rate deferrals
       discussed below; and
     o reserves  of $33 million recorded for actual and potential
       refunds to Louisiana and Texas retail customers during the three and
       six months ended June 30, 1999 compared to $101 million of reserves
       recorded during the same periods in 1998 for the anticipated effects
       of the rate proceedings in Texas.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     These  increases  were  partially offset  by  annual  base  rate
reductions  at  Entergy Gulf States in the Louisiana jurisdiction  of
$87  million and $18 million implemented in February and August 1998,
respectively, and by Texas retail annual base rate reductions of  $69
million and $4.2 million implemented in December 1998 and March 1999,
respectively.

Rate rider

      Rate  rider revenues do not affect net income because they  are
offset by specific incurred expenses.

      Rate  rider revenues decreased $44 million and $83 million  for
the  three  and  six months ended June 30, 1999, respectively,  as  a
result  of  a  revised Grand Gulf rider.  This new  rider  eliminated
revenues  attributable  to the Grand Gulf phase-in  plan,  which  was
completed  in  November 1998 for Entergy Arkansas and September  1998
for  Entergy Mississippi.  These decreases were partially  offset  by
the implementation of the Grand Gulf Accelerated Recovery Tariffs  at
Entergy   Arkansas  and  Entergy  Mississippi,  which  allows   these
companies to accelerate a portion of the payments of their Grand Gulf
purchased power obligations.  The tariffs became effective in January
1999 and October 1998, respectively.

Fuel cost recovery

      Fuel  cost  recovery revenues do not affect net income  because
they are an increase to revenues that are offset by specific incurred
fuel costs.

      Fuel  cost  recovery  revenues increased $51  million  and  $25
million   for  the  three  and  six  months  ended  June  30,   1999,
respectively, due to:

     o a shift from lower priced nuclear fuel to higher priced gas at
       Entergy Louisiana due to the nuclear refueling outage at Waterford 3;
     o an increased fuel factor at Entergy Gulf States;
     o a fuel surcharge implemented in Entergy Gulf States' Texas
       jurisdiction in February 1999;
     o an increase in the energy cost recovery rate effective April
       1999 at Entergy Arkansas; and
     o increased fuel expense resulting from increased generation due
       to outages in 1998 at Entergy Arkansas.

Sales volume/weather

     Sales volume increased $13 million and $32 million for the three
and six months ended June 30, 1999 due to:

     o an increase in usage and the number of customers at Entergy Gulf
       States, especially in the higher margin residential and commercial
       sectors; and
     o an increase in usage at Entergy Louisiana.

     Such  increases were partially offset by decreased usage in  the
lower margin industrial customer class at Entergy Gulf States.


<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS

Other revenue

     Other  revenue for the three and six months ended June 30,  1999
was  affected  by  a  change in estimated unbilled  revenues  of  the
domestic utility companies.  The changed estimate more closely aligns
the  fuel  component of unbilled revenues with regulatory  treatment.
The net effect of this change was to increase other revenue, although
this  increase  was largely offset by milder weather  in  1999.   The
change in estimate is expected to affect comparisons of quarterly and
year-to-date revenue to applicable prior period amounts  through  the
first  quarter  of  2000.  Comparative impacts are also  affected  by
seasonal variations in demand.

Sales for resale

     Sales  for resale decreased $23 million and $30 million for  the
three  and  six months ended June 30, 1999, respectively, principally
due  to  decreased  generation available for sale  to  non-affiliates
because of refueling outages at affiliate plants in 1999.

Competitive Businesses

      Competitive  business  revenues  decreased  approximately  $296
million and $875 million for the three and six months ended June  30,
1999,  respectively.  These decreases were primarily due to the  sale
of Entergy London, CitiPower, and Efficient Solutions, Inc. in 1998.

      These  decreases  were  partially  offset  by  increased  sales
revenues  in the power marketing and trading business.  However,  the
impact  on  net  income from these revenues was more than  offset  by
increased  power purchased and fuel and gas purchased for  resale  as
discussed in Expenses and other below, which resulted in a decline in
operating income for this business for the three and six months ended
June  30,  1999 compared to the three and six months ended  June  30,
1998.

Expenses and other

Domestic Utility Companies and System Energy

Fuel and purchased power expenses

      Fuel expenses increased for the three and six months ended June
30, 1999 principally due to:

     o the 1998 completion of a customer refund obligation under the
       1997 energy cost recovery agreement at Entergy Arkansas, which
       lowered 1998 fuel cost recoveries;
     o an increase in the energy cost recovery rate effective April
       1999 at Entergy Arkansas; and
     o a shift from lower priced nuclear fuel to higher priced gas due
       to nuclear outages at Entergy Louisiana.

     Fuel expenses also increased for the three months ended June 30,
1999 due to:

     o an increase in deferred fuel cost recovery in 1999 at Entergy
       Louisiana as a result of a settlement refund in 1998;
     o a  shift  to  higher cost gas generation  due  to  reduced
       availability  at Nelson 6 and the extended River Bend  nuclear
       refueling outage at Entergy Gulf States; and
     o reduced fuel cost deferrals at Entergy Gulf States as a result
       of  the  higher fuel factor and fuel surcharge  in  the  Texas
       jurisdiction in 1999.

     Fuel  expenses also increased for the six months ended June  30,
1999  due  to increased generation in 1999 as a result of maintenance
and refueling outages in 1998 at Entergy Arkansas.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


      Purchased power expenses decreased for the three and six months
ended  June  30,  1999  principally due to a shift  to  lower  priced
generation  at  Entergy Arkansas, Entergy Gulf  States,  and  Entergy
Louisiana.

Other regulatory credits

      Other regulatory credits decreased for the three and six months
ended  June  30,  1999  primarily due to an  increase  in  regulatory
charges  at System Energy related to the implementation of the  Grand
Gulf  Accelerated  Recovery Tariffs at Entergy Arkansas  and  Entergy
Mississippi.   These  tariffs allow System  Energy  to  increase  its
recovery  of  Grand Gulf 1 plant investment costs.  The decrease  was
also  due to a lesser amount of under-recovery of Grand Gulf 1  costs
at Entergy Arkansas.

Amortization of rate deferrals

     The  amortization  of  rate deferrals increased  for  the  three
months  ended June 30, 1999 primarily due to an increase in the  rate
of  amortization of the Texas portion of River Bend accounting  order
deferrals at Entergy Gulf States through December 2001 as a result of
the  PUCT's approval of the settlement agreement in June  1999.   See
Note  2  for  the  discussion  of this  settlement  agreement.   This
increase was partially offset by the expiration of the Grand  Gulf  1
rate  phase-in  plans at Entergy Arkansas and Entergy Mississippi  in
November and September 1998, respectively.

     The  amortization of rate deferrals decreased for the six months
ended June 30, 1999 primarily due to the expiration of the Grand Gulf
1  rate phase-in plans at Entergy Arkansas and Entergy Mississippi in
November and September 1998, respectively, and the completion of  the
Louisiana  retail rate phase-in plan for River Bend at  Entergy  Gulf
States  in  February 1998.  These decreases were partially offset  by
increased  amortization  at Entergy Gulf States  due  to  the  PUCT's
approval of the settlement agreement in June 1999.

Other income

      Other  income  increased $10.7 million at the domestic  utility
companies for the three months ended June 30, 1999 primarily due to:

     o the reversal of the provision for the abeyed River Bend plant
       costs at Entergy Gulf States, which exceeded the write-down of the
       plant as the result of the June 1999 PUCT approval of the settlement
       agreement; and
     o an  increase  in  allowance for equity funds  used  during
       construction due to large nuclear projects at Entergy Arkansas and
       Entergy Louisiana.

Interest charges

      Interest  charges increased for the three and six months  ended
June  30,  1999  due to an adjustment to interest  on  the  potential
refund  of  System Energy's proposed rate increase.  See Note  2  for
further discussion.  This increase was partially offset by a decrease
in  interest  due  to the retirement, redemption, or  refinancing  of
certain long-term debt at Entergy Gulf States, Entergy Louisiana, and
System Energy for the three and six months ended June 30, 1999 and at
Entergy Arkansas for the six months ended June 30, 1999.


<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Competitive Businesses

Fuel and purchased power expenses

      As  compared  to  the comparable prior year periods,  fuel  and
purchased power expenses increased in the power marketing and trading
business by $313 million for the three months ended June 30, 1999 and
$405  million for the six months ended June 30, 1999 principally  due
to increased gas trading volume.

Other operation and maintenance expenses

     Other operation and maintenance expenses decreased for the three
and six months ended June 30, 1999 compared  to  the  three  and  six
months ended June 30, 1998 principally due  to  the   business  sales
previously discussed.  The decrease  was partially   offset   by  the
elimination   of   profits   on intercompany  power  transactions and
an  increase  for  the power  marketing and trading business compared
to the  three and  six  months ended June 30, 1998.  Power  marketing
and trading  increases resulted from higher  gas trading  volumes and
staffing levels and increased risk management and back-office support.

Other income

      Other income increased for the three and six months ended  June
30, 1999 due principally to:

     o a $26.7 million ($17 million net of tax) gain on the sale of
       Entergy Power Edesur Holdings in June 1999;
     o a $12.9 million ($8.0 million net of tax) gain on the sale of
       Entergy Hyperion Telecommunications in June 1999; and
     o interest income of $35.4 million in 1999 on the proceeds of the
       sales of Entergy London and CitiPower.

     Other  income also increased for the six months ended  June  30,
     1999 due to:

     o a $12.5 million ($.6 million net of tax) gain on the sale of
       Entergy Security, Inc. in January 1999; and
     o a $7.6 million ($4.9 million net of tax) adjustment to the final
       sale price of CitiPower in January 1999.

     These  increases  are partially offset by the  following  income
recorded  in the first quarter of 1998 from an Entergy investment  in
Asia:

     o    dividend income of $9.1 million; and
     o    a gain of $1.0 million on the partial sale of the investment.

Interest charges

     Interest on long-term debt was decreased by $63 million and $125
million   for  the  three  and  six  months  ended  June  30,   1999,
respectively, by the retirement of debt associated with  the  Entergy
London and CitiPower businesses.


<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Income Taxes

      The  effective income tax rates for the three months ended June
30,  1999 and 1998 were 29.2% and 23.6%, respectively.  The effective
income tax rates for the six months ended June 30, 1999 and 1998 were
31.8%  and  29.4%,  respectively.   The  effective  income  tax  rate
increased primarily due to the recording of a deferred tax benefit in
June  1998  related  to  the  expected utilization  of  capital  loss
carryforwards,  partially  offset by the recording  of  deferred  tax
benefits in June 1999 related to expected utilization of foreign  tax
credits.

<PAGE>
<TABLE>
<CAPTION>

                     ENTERGY CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
            For the Three and Six Months ended June 30, 1999 and 1998
                                  (Unaudited)


                                                          Three Months Ended          Six Months Ended
                                                         1999         1998           1999         1998
OPERATING REVENUES                                           (In Thousands, Except Per Share Data)
<S>                                                    <C>           <C>           <C>          <C>
Domestic electric                                      $1,613,136    $1,502,357    $2,851,719   $2,822,409
Natural gas                                                22,149        24,188        59,880       74,613
Steam products                                              7,254        12,125        15,550       20,525
Competitive businesses                                    673,865       970,144     1,029,177    1,904,359
                                                       ----------    ----------    ----------   ----------
TOTAL                                                   2,316,404     2,508,814     3,956,326    4,821,906
                                                       ----------    ----------    ----------   ----------

OPERATING EXPENSES

Operating and Maintenance:
   Fuel, fuel related expenses, and
      gas purchased for resale                            490,871       327,854       893,844      676,817
   Purchased power                                        676,827       808,264     1,050,626    1,586,938
   Nuclear refueling outage expenses                       17,135        21,015        36,820       43,689
   Other operation and maintenance                        400,706       500,505       768,338      984,193
Decommissioning                                            10,758        11,926        23,432       23,949
Taxes other than income taxes                              83,053        90,318       166,121      186,112
Depreciation and amortization                             177,181       233,163       361,549      473,598
Other regulatory credits, net                              (2,845)      (25,017)      (18,970)     (59,783)
Amortization of rate deferrals                             88,767        68,076        97,180      148,176
                                                       ----------    ----------    ----------   ----------
TOTAL OPERATING EXPENSES                                1,942,453     2,036,104     3,378,940    4,063,689
                                                       ----------    ----------    ----------   ----------

OPERATING INCOME                                          373,951       472,710       577,386      758,217
                                                       ----------    ----------    ----------   ----------

OTHER INCOME (DEDUCTIONS)

Allowance for equity funds used during construction         7,348         3,274        12,759        5,623
Gain on sale of assets                                     40,718         3,586        61,301       13,121
Miscellaneous - net                                        30,064        14,622        50,016       36,660
                                                       ----------    ----------    ----------   ----------
TOTAL                                                      78,130        21,482       124,076       55,404
                                                       ----------    ----------    ----------   ----------

INTEREST AND OTHER CHARGES

Interest on long-term debt                                120,164       191,310       242,695      382,886
Other interest - net                                       36,942        14,053        45,483       24,155
Dividends on preferred securities of subsidiaries           4,710         8,950         9,419       20,128
Allowance for borrowed funds used during construction      (5,926)       (2,682)      (10,405)      (4,562)
                                                       ----------    ----------    ----------   ----------
TOTAL                                                     155,890       211,631       287,192      422,607
                                                       ----------    ----------    ----------   ----------

INCOME BEFORE INCOME TAXES                                296,191       282,561       414,270      391,014

Income taxes                                               86,433        66,582       131,606      114,981
                                                       ----------    ----------    ----------   ----------

CONSOLIDATED NET INCOME                                   209,758       215,979       282,664      276,033

Preferred dividend requirements of subsidiaries and others  9,981        11,704        20,706       23,480
                                                       ----------    ----------    ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                              199,777       204,275       261,958      252,553

OTHER COMPREHENSIVE INCOME

Foreign currency translation adjustment                    (1,337)      (20,541)         (958)      (3,848)
                                                       ----------    ----------    ----------   ----------

COMPREHENSIVE INCOME                                     $198,440      $183,734      $261,000     $248,705
                                                       ==========    ==========    ==========   ==========
Earnings per average common share:
     Basic and diluted                                      $0.81         $0.83         $1.06        $1.03
Dividends declared per common share                         $0.30         $0.45         $0.60        $0.90
      Average number of common shares outstanding:
     Basic                                            246,795,710   246,452,120   246,688,052  246,187,736
     Diluted                                          247,207,417   246,555,555   246,962,310  246,373,335

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

                ENTERGY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
          For The Six Months Ended June 30, 1999 and 1998
                              (Unaudited)

                                                                               1999      1998
                                                                                (In Thousands)
<S>                                                                          <C>        <C>
OPERATING ACTIVITIES
   Consolidated Net Income                                                    $282,664  $276,033
   Noncash items included in net income:
    Amortization of  rate deferrals                                             97,180   148,176
    Reserve for regulatory adjustments                                          13,344   138,902
    Other regulatory charges                                                   (18,970)  (59,783)
    Depreciation, amortization, and decommissioning                            384,981   497,547
    Deferred income taxes and investment tax credits                          (180,410)  (88,348)
    Allowance for equity funds used during construction                        (12,759)   (5,623)
    Gain on sale of assets                                                     (61,301)  (13,121)
  Changes in working capital (Net of effects from dispositions):
    Receivables                                                               (427,677)  (54,452)
    Fuel inventory                                                             (36,600)    3,868
    Accounts payable                                                           353,302   (38,423)
    Taxes accrued                                                              262,406   134,994
    Interest accrued                                                           (35,306)      590
    Deferred fuel                                                              (18,029)  (81,916)
    Other working capital accounts                                             (86,458)  (35,683)
   Decommissioning trust contributions and realized change in trust assets     (35,738)  (37,674)
  Provision for estimated losses and reserves                                  (24,632) (118,290)
  Changes in other regulatory assets                                           (32,960)  (36,546)
  Other                                                                        132,513    23,084
                                                                             --------- ---------
    Net cash flow provided by operating activities                             555,550   653,335
                                                                             --------- ---------

  INVESTING ACTIVITIES
   Construction/capital expenditures                                          (545,842) (454,309)
   Allowance for equity funds used during construction                          12,759     5,623
   Nuclear fuel purchases                                                      (92,196)  (41,126)
   Proceeds from sale/leaseback of nuclear fuel                                 75,097    37,666
   Proceeds from sale of businesses                                            351,082     2,511
   Investment in other nonregulated/nonutility properties                      (14,406)  (50,844)
   Other                                                                        11,909    (7,360)
                                                                             --------- ---------
    Net cash flow used in investing activities                                (201,597) (507,839)
                                                                             --------- ---------

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                ENTERGY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
          For The Six Months Ended June 30, 1999 and 1998
                             (Unaudited)

                                                            1999        1998
                                                               (In Thousands)
<S>                                                        <C>        <C>
FINANCING ACTIVITIES
  Proceeds from the issuance of:
    First mortgage bonds                                     74,691     112,556
    G&R mortgage bonds                                      124,192      78,703
    Other long-term debt                                    418,337     201,070
    Common stock                                             11,664      15,228
  Retirement of:
    First mortgage bonds                                   (245,887)   (341,335)
    G&R mortgage bonds                                     (132,412)    (80,000)
    Other long-term debt                                   (229,813)   (125,389)
  Repurchase of common stock                                (14,957)          -
  Redemption of preferred stock                             (76,758)     (6,250)
  Changes in short-term borrowings - net                   (215,500)    186,167
  Dividends paid:
    Preferred stock                                         (21,671)    (23,580)
    Common stock                                           (144,059)   (221,772)
                                                           --------    --------
    Net cash flow used in financing activities             (452,173)   (204,602)
                                                           --------    --------

Effect of exchange rates on cash and cash equivalents          (541)      1,894
                                                           --------    --------

Net decrease in cash and cash equivalents                   (98,761)    (57,212)

Cash and cash equivalents at beginning of period          1,184,495     830,547
                                                         ----------    --------

Cash and cash equivalents at end of period               $1,085,734    $773,335
                                                         ==========    ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                   $319,456    $412,674
    Income taxes                                            $50,819     $78,761
  Noncash investing and financing activities:
     Change in unrealized appreciation of
       decommissioning trust assets                         $24,544     $22,854


See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                June 30, 1999 and December 31, 1998
                             (Unaudited)

                                                                1999             1998
                        ASSETS                                       (In Thousands)

CURRENT ASSETS
 <S>                                                          <C>             <C>
 Cash and cash equivalents:
   Cash                                                          $102,903        $386,764
   Temporary cash investments - at cost,
    which approximates market:
     Other                                                        837,831         797,731
    Special deposits                                              145,000               -
                                                              -----------     -----------
       Total cash and cash equivalents                          1,085,734       1,184,495
                                                              -----------     -----------
Notes receivable                                                  958,779         959,328
Accounts receivable:
  Customer                                                        278,570         280,648
   Allowance for doubtful accounts                                 (7,130)        (10,300)
   Other                                                          500,440         197,362
  Accrued unbilled revenues                                       365,652         245,350
                                                              -----------     -----------
       Total receivables                                        1,137,532         713,060
                                                              -----------     -----------
Deferred fuel costs                                               187,617         169,589
Fuel inventory - at average cost                                  124,014          90,408
Materials and supplies - at average cost                          368,576         374,674
Rate deferrals                                                     33,727          37,507
Deferred nuclear refueling outage costs                            49,399          37,138
Prepayments and other                                             137,954          77,749
                                                              -----------     -----------
TOTAL                                                           4,083,332       3,643,948
                                                              -----------     -----------

OTHER PROPERTY AND INVESTMENTS

Investment in subsidiary companies - at equity                        214             214
Decommissioning trust funds                                       769,299         709,018
Non-utility property - at cost (less accumulated depreciation     205,650         205,660
Non-regulated investments                                         287,354         557,347
Other - at cost (less accumulated depreciation)                    17,717          16,041
                                                              -----------     -----------
TOTAL                                                           1,280,234       1,488,280
                                                              -----------     -----------

UTILITY PLANT

Electric                                                       22,924,700      22,704,572
Plant acquisition adjustment                                      415,062         423,195
Property under capital lease                                      782,035         789,045
Natural gas                                                       185,799         183,621
Steam products                                                     81,549          80,537
Construction work in progress                                   1,159,065         911,278
Nuclear fuel under capital lease                                  322,783         282,595
Nuclear fuel                                                       32,061          29,690
                                                              -----------     -----------
TOTAL UTILITY PLANT                                            25,903,054      25,404,533
Less - accumulated depreciation and amortization              (10,732,127)    (10,075,951)
                                                              -----------     -----------
UTILITY PLANT - NET                                            15,170,927      15,328,582
                                                              -----------     -----------

DEFERRED DEBITS AND OTHER ASSETS

Regulatory assets:
    Rate deferrals                                                 31,696         125,095
    SFAS 109 regulatory asset - net                             1,111,175       1,141,318
    Unamortized loss on reacquired debt                           193,401         191,786
    Other regulatory assets                                       598,142         528,179
Long-term receivables                                              33,474          34,617
Other                                                             581,351         354,889
                                                              -----------     -----------
TOTAL                                                           2,549,239       2,375,884
                                                              -----------     -----------

TOTAL ASSETS                                                  $23,083,732     $22,836,694
                                                              ===========     ===========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                June 30, 1999 and December 31, 1998
                             (Unaudited)

                                                                1999             1998
         LIABILITIES AND SHAREHOLDERS' EQUITY                       (In Thousands)

CURRENT LIABILITIES
<S>                                                           <C>             <C>
Currently maturing long-term debt                                $411,297        $255,221
Notes payable                                                      60,593         296,790
Accounts payable:
  Other                                                           867,987         522,072
Customer deposits                                                 152,663         148,972
Taxes accrued                                                     544,807         284,847
Accumulated deferred income taxes                                  64,081          31,976
Nuclear refueling outage costs                                      4,036          16,991
Interest accrued                                                  150,022         185,688
Co-owner advances                                                  15,268           4,073
Obligations under capital leases                                  176,247         176,270
Other                                                              70,039          58,909
                                                              -----------     -----------
TOTAL                                                           2,517,040       1,981,809
                                                              -----------     -----------

DEFERRED CREDITS AND OTHER LIABILITIES

Accumulated deferred income taxes                               3,362,764       3,538,332
Accumulated deferred investment tax credits                       529,981         565,744
Obligations under capital leases                                  252,717         220,209
FERC settlement - refund obligation                                40,338          43,159
Other regulatory liabilities                                      194,961         153,163
Decommissioning                                                   118,630         107,365
Transition to competition                                          94,554          90,623
Regulatory reserves                                               381,120         674,310
Accumulated provisions                                            252,532         252,321
Other                                                             862,100         635,024
                                                              -----------     -----------
TOTAL                                                           6,089,697       6,280,250
                                                              -----------     -----------

Long-term debt                                                  6,458,758       6,596,617
Preferred stock with sinking fund                                  90,850         167,523
Preference stock                                                  150,000         150,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                215,000         215,000

SHAREHOLDERS' EQUITY

Preferred stock without sinking fund                              338,454         338,455
Common stock, $.01 par value, authorized 500,000,000
   shares; issued 246,954,406 shares in 1999 and
   246,829,076 shares in 1998                                       2,470           2,468
Paid-in capital                                                 4,632,526       4,630,609
Retained earnings                                               2,640,373       2,526,888
Cumulative foreign currency translation adjustment               (47,697)        (46,739)
Less - treasury stock, at cost (129,009 shares in 1999 and
  208,907 shares in 1998)                                           3,739           6,186
                                                              -----------     -----------
TOTAL                                                           7,562,387       7,445,495
                                                              -----------     -----------

Commitments and Contingencies (Notes 1 and 2)

             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $23,083,732     $22,836,694
                                                              ===========     ===========
See Notes To Financial Statements.

</TABLE>
<PAGE>
                     ENTERGY CORPORATION AND SUBSIDIARIES
                         SELECTED OPERATING RESULTS
           For the Three and Six Months Ended June 30, 1999 and 1998
                                 (Unaudited)


                                   Three Months Ended  Increase/
          Description             1999       1998      (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                    $ 497.8   $ 503.7        ($5.9)      (1)
  Commercial                       358.8     360.8         (2.0)      (1)
  Industrial                       449.5     439.5         10.0        2
  Governmental                      38.4      42.7         (4.3)     (10)
                                -------------------------------
    Total retail                 1,344.5   1,346.7         (2.2)       -
  Sales for resale                  88.9     107.3        (18.4)     (17)
  Other                            179.7      48.3        131.4      272
                                -------------------------------
    Total                       $1,613.1  $1,502.3      $ 110.8        7
                                ===============================

Billed Electric Energy
 Sales (GWH):
  Residential                      6,850     6,697          153        2
  Commercial                       5,741     5,496          245        4
  Industrial                      10,827    10,854          (27)       -
  Governmental                       624       669          (45)      (7)
                                -------------------------------
    Total retail                  24,042    23,716          326        1
  Sales for resale                 2,094     2,645         (551)     (21)
                                -------------------------------
    Total                         26,136    26,361         (225)      (1)
                                ===============================


                                  Six Months Ended    Increase/
          Description             1999       1998    (Decrease)     %
                                   (In Millions)
Domestic Electric Operating
Revenues:
  Residential                    $ 929.8   $ 966.7      ($36.9)      (4)
  Commercial                       675.0     693.5       (18.5)      (3)
  Industrial                       856.2     884.2       (28.0)      (3)
  Governmental                      74.4      84.2        (9.8)     (12)
                                ------------------------------
    Total retail                 2,535.4   2,628.6       (93.2)      (4)
  Sales for resale                 163.9     190.4       (26.5)     (14)
  Other                            152.4       3.4       149.0    4,382
                                ------------------------------
    Total                       $2,851.7  $2,822.4      $ 29.3        1
                                ==============================

Billed Electric Energy
 Sales (GWH):
  Residential                     13,267    12,937         330        3
  Commercial                      10,910    10,325         585        6
  Industrial                      21,043    21,266        (223)      (1)
  Governmental                     1,213     1,297         (84)      (6)
                                ------------------------------
    Total retail                  46,433    45,825         608        1
  Sales for resale                 4,303     4,574        (271)      (6)
                                ------------------------------
    Total                         50,736    50,399         337        1
                                ==============================




<PAGE>

                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS

Net Income

      Net  income decreased for the three months ended June 30,  1999
compared  to  the three months ended June 30, 1999 primarily  due  to
decreased   electric  operating  revenues  and  increased   operating
expenses, partially offset by decreased income taxes.

      Net  income  decreased for the six months ended June  30,  1999
compared  to  the  six months ended June 30, 1998  primarily  due  to
decreased  electric operating revenues, partially offset by decreased
operating expenses and income taxes.

Revenues and Sales

     The changes in electric operating revenues for the three and six
months ended June 30, 1999 are as follows:

                                 Three Months Ended   Six Months Ended
Description                      Increase/Decrease)  Increase/(Decrease)
                                               (In Millions)

Base revenues                             $0.3            $0.8
Rate riders                              (15.4)          (29.6)
Fuel cost recovery                        10.0            11.8
Sales volume/weather                      (0.4)            5.7
Other revenue (including unbilled)       (29.4)          (29.1)
Sales for resale                          30.7            18.4
                                         -----          ------
Total                                    ($4.2)         ($22.0)
                                         =====          ======

Rate rider

      Rate rider revenues do not affect net income because they  are
offset by specific incurred expenses.

      Rate  rider  revenues decreased for the three and  six  months
ended June 30, 1999 as a result of a revised Grand Gulf rider, which
includes consideration of the expiration of the Grand Gulf 1  phase-
in  plan  in  November  1998, partially offset  by  the  Grand  Gulf
Accelerated  Recovery Tariff (GGART).  The tariff  was  designed  to
allow  Entergy  Arkansas to pay down a portion  of  its  Grand  Gulf
purchased  power  obligation in advance  of  the  implementation  of
retail  access  in  Arkansas.  The rider and GGART became  effective
with the first billing cycle in January 1999.

Fuel cost recovery

      Fuel  cost recovery revenues do not affect net income  because
they  are  an  increase  to revenues that  are  offset  by  specific
incurred fuel costs.

      Fuel  cost recovery revenues increased for the three  and  six
months ended June 30, 1999 due to:

     o an increase in the energy cost recovery rate effective April
       1999; and
     o increased fuel expense resulting from increased generation in
       1999 due to outages in 1998.


<PAGE>
                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS

Other revenue

      Other revenue for the three and six months ended June 30,  1999
decreased  primarily due to a change in estimated unbilled  revenues.
The  changed  estimate  more closely aligns  the  fuel  component  of
unbilled revenues with regulatory treatment.  Milder weather in  1999
also  contributed  to  this  decrease.  The  change  in  estimate  is
expected to affect comparisons of quarterly and year-to-date  revenue
to applicable prior period amounts through the first quarter of 2000.
Comparative  impacts  are  also affected by  seasonal  variations  in
demand.

Sales for resale

      Sales  for resale increased for the three and six months  ended
June  30, 1999 due to increased generation availability in 1999 as  a
result  of  maintenance  outages  in  1998.   Refueling  outages   at
affiliate  plants in 1999 resulted in a shift in sales to  affiliated
companies.

Expenses

Fuel and fuel related expenses

        Fuel  expenses increased for the three and six  months  ended
June  30,  1999  due  to  the 1998 completion of  a  customer  refund
obligation  under  the  1997 energy  cost  recovery  agreement, which
lowered 1998 fuel cost recoveries, and an increase in the energy cost
recovery rate effective April 1999.   The increase in the energy cost
recovery  rate  allows   Entergy   Arkansas  to  recover   previously
under-recovered fuel expenses.

      The increase in fuel expenses for the six months ended June 30,
1999  was  also  due  to  increased nuclear fuel  and  coal  expense.
Nuclear  fuel and coal expenses increased due to increased generation
in  1999  as  a  result  of more maintenance  and  refueling  outages
occurring in 1998 than in 1999.

Purchased power

      Purchased power expenses decreased for the three and six months
ended  June 30, 1999 due to a shift to lower priced nuclear and  coal
generation resulting from increased generation availability  in  1999
as  a  result of more refueling and maintenance outages occurring  in
1998 than in 1999.

Other operation and maintenance

     Other operation and maintenance expenses decreased for the three
and  six  months  ended  June  30,  1999  principally  due   to   the
capitalization of costs associated with  return to  service  projects
for certain fossil plants.

     The decrease in other operation and maintenance expenses for the
six months ended June 30, 1999 was also due to:

     o a mid-cycle outage in February and March 1998 at ANO 2; and
     o increased insurance distributions in 1999 due to improved plant
       insurance ratings.


<PAGE>
                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS

Other regulatory credits

      Other regulatory credits decreased for the three and six months
ended  June  30,  1999 due to lower under-recovery of  Grand  Gulf  1
costs.

Amortization of rate deferrals

      The  amortization of Grand Gulf 1 rate deferrals decreased  for
the three and six months ended June 30, 1999 due to the completion of
the Grand Gulf 1 rate phase-in plan in November 1998.

Income taxes

      The  effective income tax rates for the three months ended June
30,  1999 and 1998 were 32.4% and 38.3%, respectively.  The effective
income tax rates for the six months ended June 30, 1999 and 1998 were
29.3%  and  38.9%, respectively.  The decreases in the effective  tax
rates  were  due  to  lower  pretax income and  flow-through  of  tax
benefits related to accumulated provision for property insurance.


<PAGE>
<TABLE>
<CAPTION>

                        ENTERGY ARKANSAS, INC.
                          INCOME STATEMENTS
     For the Three and Six Months Ended June 30, 1999 and 1998
                              (Unaudited)


                                                             Three Months Ended    Six Months Ended
                                                              1999       1998       1999     1998
                                                                (In Thousands)      (In Thousands)
<S>                                                          <C>        <C>       <C>       <C>
OPERATING REVENUES

Domestic electric                                            $387,191   $391,357  $699,160  $721,146
                                                             --------   --------  --------  --------

OPERATING EXPENSES

Operating and Maintenance:
   Fuel, fuel related expenses, and
      gas purchased for resale                                 84,855     29,142   133,647    75,365
   Purchased power                                            102,800    114,997   197,743   210,312
   Nuclear refueling outage expenses                            7,464      7,728    15,530    15,819
   Other operation and maintenance                             83,255     90,498   165,464   176,296
Decommissioning                                                 2,317      3,024     4,777     6,236
Taxes other than income taxes                                   9,259      9,840    18,516    20,200
Depreciation and amortization                                  40,929     41,748    82,598    83,797
Other regulatory credits                                       (3,900)   (11,524)  (11,487)  (22,105)
Amortization of rate deferrals                                      -     22,067         -    44,135
                                                             --------   --------  --------  --------

TOTAL OPERATING EXPENSES                                      326,979    307,520   606,788   610,055
                                                             --------   --------  --------  --------

OPERATING INCOME                                               60,212     83,837    92,372   111,091
                                                             --------   --------  --------  --------

OTHER INCOME (DEDUCTIONS)

Allowance for equity funds used during construction             3,434      1,628     5,845     2,332
Gain/(loss) on sale of assets                                      (1)        (1)       (2)    1,775
Miscellaneous - net                                              (193)     1,679       744     6,773
                                                             --------   --------  --------  --------
TOTAL                                                           3,240      3,306     6,587    10,880
                                                             --------   --------  --------  --------

INTEREST AND OTHER CHARGES

Interest on long-term debt                                     20,024     21,657    40,698    45,121
Other interest - net                                            1,565        604     3,090     1,360
Dividends on preferred securities of subsidiaries               1,275      1,275     2,550     2,550
Allowance for borrowed funds used during construction          (2,221)    (1,164)   (3,878)   (1,651)
                                                             --------   --------  --------  --------
TOTAL                                                          20,643     22,372    42,460    47,380
                                                             --------   --------  --------  --------

INCOME BEFORE INCOME TAXES                                     42,809     64,771    56,499    74,591

Income taxes                                                   13,880     24,804    16,559    29,001
                                                             --------   --------  --------  --------

NET INCOME                                                     28,929     39,967    39,940    45,590

Preferred dividend requirements of subsidiaries and others      2,403      2,593     4,824     5,219
                                                             --------   --------  --------  --------
EARNINGS APPLICABLE TO
COMMON STOCK                                                  $26,526    $37,374   $35,116   $40,371
                                                             ========   ========  ========  ========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ENTERGY ARKANSAS, INC.
                         STATEMENTS OF CASH FLOWS
          For the Six Months Ended June 30, 1999 and 1998
                                (Unaudited)


                                                                 1999      1998
                                                                 (In Thousands)
<S>                                                            <C>         <C>
OPERATING ACTIVITIES
  Net income                                                    $39,940    $45,590
  Noncash items included in net income:
    Amortization of rate deferrals                                    -     44,135
    Other regulatory charges                                    (11,487)   (22,105)
    Depreciation, amortization, and decommissioning              87,375     90,033
    Deferred income taxes and investment tax credits             (8,302)     2,886
    Allowance for equity funds used during construction          (5,845)    (2,332)
    Gain/loss on sale of assets                                       2     (1,775)
  Changes in working capital:
    Receivables                                                 (14,680)   (34,717)
    Fuel inventory                                              (14,509)    (4,465)
    Accounts payable                                              3,009     69,394
    Taxes accrued                                                12,283      9,714
    Interest accrued                                               (927)    (4,013)
    Deferred fuel costs                                          23,797    (43,643)
    Other working capital accounts                                8,018    (12,921)
  Decommissioning trust contributions and realized
      change in trust assets                                    (10,111)   (12,678)
  Provision for estimated losses and reserves                   (13,954)    (3,076)
  Changes in other regulatory assets                            (29,612)   (14,911)
  Other                                                          37,603     (9,858)
                                                              ---------   --------
    Net cash flow provided by operating activities              102,600     95,258
                                                              ---------   --------

INVESTING ACTIVITIES
  Construction expenditures                                    (122,428)   (81,803)
  Allowance for equity funds used during construction             5,845      2,332
  Nuclear fuel purchases                                        (25,859)    (6,997)
  Proceeds from sale/leaseback of nuclear fuel                   25,859      6,997
                                                              ---------   --------
    Net cash flow used in investing activities                 (116,583)   (79,471)
                                                              ---------   --------

FINANCING ACTIVITIES
  Retirement of:
     First mortgage bonds                                       (38,287)  (105,774)
     Other long-term debt                                          (980)   (45,500)
  Redemption of preferred stock                                  (2,027)    (4,000)
  Dividends paid:
    Common stock                                                 (8,200)    (7,500)
    Preferred stock                                              (4,873)    (5,318)
                                                              ---------   --------
    Net cash flow used in financing activities                  (54,367)  (168,092)
                                                              ---------   --------

Net decrease in cash and cash equivalents                       (68,350)  (152,305)

Cash and cash equivalents at beginning of period                108,748    203,391
                                                              ---------   --------

Cash and cash equivalents at end of period                      $40,398    $51,086
                                                              =========   ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $41,712    $48,855
    Income taxes                                                $12,250    $16,747
  Noncash investing and financing activities:
    Change in unrealized appreciation of
     decommissioning trust assets                               $13,289    $15,048

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             ENTERGY ARKANSAS, INC.
                                BALANCE SHEETS
                     June 30, 1999 and December 31, 1998
                                  (Unaudited)


                                                                    1999           1998
                           ASSETS                                    (In Thousands)
<S>                                                               <C>           <C>
CURRENT ASSETS

 Cash and cash equivalents:
   Cash                                                               $8,394        $9,814
   Temporary cash investments - at cost,
    which approximates market:
      Associated companies                                             7,342        15,643
      Other                                                           24,662        83,291
                                                                  ----------    ----------
       Total cash and cash equivalents                                40,398       108,748
                                                                  ----------    ----------
Accounts receivable:
  Customer                                                            69,664        72,234
  Allowance for doubtful accounts                                     (1,753)       (1,753)
  Associated companies                                                42,514        34,502
  Other                                                                3,989         4,510
  Accrued unbilled revenues                                           82,843        73,083
                                                                  ----------    ----------
       Total receivables                                             197,257       182,576
                                                                  ----------    ----------
Deferred fuel costs                                                   17,394        41,191
Fuel inventory - at average cost                                      34,361        19,852
Materials and supplies - at average cost                              90,362        89,033
Deferred nuclear refueling outage costs                               24,455        17,787
Prepayments and other                                                  6,927         5,557
                                                                  ----------    ----------
TOTAL                                                                411,154       464,744
                                                                  ----------    ----------

OTHER PROPERTY AND INVESTMENTS

Investment in subsidiary companies - at equity                        11,214        11,214
Decommissioning trust funds                                          326,684       303,285
Non-utility property - at cost (less accumulated depreciation)         1,466         1,468
Other - at cost (less accumulated depreciation)                        4,401         3,602
                                                                  ----------    ----------
TOTAL                                                                343,765       319,569
                                                                  ----------    ----------

UTILITY PLANT

Electric                                                           4,784,412     4,731,699
Property under capital lease                                          47,937        49,415
Construction work in progress                                        245,188       201,853
Nuclear fuel under capital lease                                     100,053        95,589
Nuclear fuel                                                           6,216             -
                                                                  ----------    ----------
TOTAL UTILITY PLANT                                                5,183,806     5,078,556
Less - accumulated depreciation and amortization                  (2,351,938)   (2,275,170)
                                                                  ----------    ----------
UTILITY PLANT - NET                                                2,831,868     2,803,386
                                                                  ----------    ----------

DEFERRED DEBITS AND OTHER ASSETS

Regulatory assets:
    SFAS 109 regulatory asset - net                                  256,646       248,275
    Unamortized loss on reacquired debt                               50,129        51,747
    Other regulatory assets                                          118,167        96,927
Other                                                                 13,976        22,003
                                                                  ----------    ----------
TOTAL                                                                438,918       418,952
                                                                  ----------    ----------

TOTAL ASSETS                                                      $4,025,705    $4,006,651
                                                                  ==========    ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             ENTERGY ARKANSAS, INC.
                                BALANCE SHEETS
                     June 30, 1999 and December 31, 1998
                                  (Unaudited)

                                                                      1999          1998
            LIABILITIES AND SHAREHOLDERS' EQUITY                       (In Thousands)
<S>                                                               <C>           <C>
CURRENT LIABILITIES

Currently maturing long-term debt                                       $340        $1,094
Notes payable                                                            667           667
Accounts payable:
  Associated companies                                                49,229        47,963
  Other                                                               81,712        79,969
Customer deposits                                                     25,926        25,196
Taxes accrued                                                         80,868        68,585
Accumulated deferred income taxes                                     22,825        24,162
Interest accrued                                                      24,358        25,285
Co-owner advances                                                     23,397         4,073
Obligations under capital leases                                      63,679        64,068
Other                                                                 13,466        16,183
                                                                  ----------    ----------
TOTAL                                                                386,467       357,245
                                                                  ----------    ----------

DEFERRED CREDITS AND OTHER LIABILITIES

Accumulated deferred income taxes                                    761,069       756,571
Accumulated deferred investment tax credits                           96,215        98,768
Obligations under capital leases                                      84,410        80,936
Other regulatory liabilities                                          79,196        65,583
Transition to competition                                             94,554        90,623
Accumulated provisions                                                37,450        51,404
Other                                                                 57,255        56,400
                                                                  ----------    ----------
TOTAL                                                              1,210,149     1,200,285
                                                                  ----------    ----------

Long-term debt                                                     1,127,404     1,172,285
Preferred stock with sinking fund                                     20,000        22,027
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
Additional paid-in capital                                           590,134       590,134
Retained earnings                                                    514,731       487,855
                                                                  ----------    ----------
TOTAL                                                              1,221,685     1,194,809
                                                                  ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

                   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $4,025,705    $4,006,651
                                                                  ==========    ==========
See Notes To Financial Statements.

</TABLE>
<PAGE>

                          ENTERGY ARKANSAS, INC.
                        SELECTED OPERATING RESULTS
           For the Three and Six Months Ended June 30, 1999
                                (Unaudited)


                                   Three Months Ended  Increase/
          Description              1999      1998     (Decrease)     %
                                   (In Millions)
Electric Operating Revenues:
  Residential                    $ 110.9   $ 118.3       ($7.4)      (6)
  Commercial                        68.5      68.9        (0.4)      (1)
  Industrial                        80.7      78.4         2.3        3
  Governmental                       3.6       3.6           -        -
                                 -----------------------------
    Total retail                   263.7     269.2        (5.5)      (2)
  Sales for resale
     Associated companies           60.8      25.4        35.4      139
     Non-associated companies       49.3      54.0        (4.7)      (9)
  Other                             13.4      42.8       (29.4)     (69)
                                 -----------------------------
    Total                        $ 387.2   $ 391.4       ($4.2)      (1)
                                 =============================

Billed Electric Energy
 Sales (GWH):
  Residential                      1,310     1,358         (48)      (4)
  Commercial                       1,128     1,116          12        1
  Industrial                       1,694     1,641          53        3
  Governmental                        57        56           1        2
                                 -----------------------------
    Total retail                   4,189     4,171          18        -
  Sales for resale
     Associated companies          2,734       863       1,871      217
     Non-associated companies      1,295     1,236          59        5
                                 -----------------------------
    Total                          8,218     6,270       1,948       31
                                 =============================


                                 Six Months Ended     Increase/
          Description             1999       1998    (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                    $ 227.6   $ 239.2      ($11.6)      (5)
  Commercial                       128.1     128.3        (0.2)       -
  Industrial                       151.4     150.8         0.6        -
  Governmental                       6.9       7.0        (0.1)      (1)
                                 -----------------------------
    Total retail                   514.0     525.3       (11.3)      (2)
  Sales for resale
     Associated companies           90.3      59.6        30.7       52
     Non-associated companies       85.8      98.1       (12.3)     (13)
  Other                              9.1      38.2       (29.1)     (76)
                                 -----------------------------
    Total                        $ 699.2   $ 721.2      ($22.0)      (3)
                                 =============================

Billed Electric Energy
 Sales (GWH):
  Residential                      2,865     2,861           4        -
  Commercial                       2,187     2,119          68        3
  Industrial                       3,300     3,208          92        3
  Governmental                       112       111           1        1
                                 -----------------------------
    Total retail                   8,464     8,299         165        2
  Sales for resale
     Associated companies          4,270     2,500       1,770       71
     Non-associated companies      2,116     2,409        (293)     (12)
                                 -----------------------------
    Total                         14,850    13,208       1,642       12
                                 =============================

<PAGE>
                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the three and six months ended June 30,
1999  compared  to  the  three and six months  ended  June  30,  1998
primarily  due to increased operating revenues and other  income  and
decreased  interest expense, partially offset by increased  operating
expenses and income taxes.

Revenues and Sales

Electric operating revenues

     The changes in electric operating revenues for the three and six
months ended June 30, 1999 are as follows:

                                  Three Months Ended   Six Months Ended
           Description            Increase/(Decrease) Increase/(Decrease)
                                                (In Millions)

Base revenues                             $127.1            $94.1
Fuel cost recovery                          12.7              4.3
Sales volume/weather                         2.5             10.0
Other revenue (including unbilled)           5.6             10.3
Sales for resale                           (19.4)           (18.2)
                                          ------           ------
   Total                                  $128.5           $100.5
                                          ======           ======


Base revenues

      Base revenues increased for the three and six months ended June
30, 1999 primarily due to:

     o a $93.6 million reversal of regulatory reserves associated with
       the accelerated amortization of accounting order deferrals  in
       conjunction with the Texas rate settlement, the net income effect
       of which is largely offset by the amortization of rate deferrals
       discussed below; and
     o reserves  of $33 million recorded for actual and potential
       refunds to Louisiana and Texas retail customers during the three and
       six months ended June 30, 1999 compared to $101 million of reserves
       recorded during the same periods in 1998 for the anticipated effects
       of the rate proceedings in Texas.

     Partially offsetting these increases were:

     o annual base rate reductions in the Louisiana jurisdiction of  $87
       million and $18 million that were implemented in February and August
       1998, respectively; and
     o Texas retail annual base rate reductions of $69 million and  $4.2
       million in December 1998 and March 1999, respectively.

Fuel cost recovery

     Fuel  cost  recovery revenues do not affect net  income  because
they are an increase to revenues that are offset by specific incurred
fuel costs.

<PAGE>
                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     Fuel  cost  recovery revenues increased for the  three  and  six
months ended June 30, 1999 due to:

     o a higher fuel factor in 1999; and
     o a  fuel surcharge implemented in the Texas jurisdiction in
       February 1999.

The  increase  was partially offset by reduced fuel recovery  in  the
Louisiana  jurisdiction  due  to  lower  fuel  prices  and  decreased
generation for the period included in fuel cost recovery revenues.

Sales volume/weather

      Sales volume increased for the three and six months ended  June
30,  1999 due to an increase in usage and the number of customers  in
the  higher  margin  residential  and  commercial  customer  classes,
partially  offset  by decreased usage in the lower margin  industrial
customer class.

Other revenue

      Other revenue for the three and six months ended June 30,  1999
increased  primarily due to a change in estimated unbilled  revenues.
The  changed  estimate  more closely aligns  the  fuel  component  of
unbilled  revenues  with  regulatory treatment.   This  increase  was
partially  offset by milder weather in 1999.  The change in  estimate
is  expected  to  affect  comparisons of quarterly  and  year-to-date
revenue  to applicable prior period amounts through the first quarter
of   2000.    Comparative  impacts  are  also  affected  by  seasonal
variations in demand.

Sales for resale

     Sales for resale revenues decreased for the three and six months
ended June 30, 1999 due to less generation available for sale because
of  the extended refueling outage at River Bend which began in  early
April  1999.   River Bend was brought back on-line at full  power  on
July 14, 1999.

Gas operating revenues

      Gas  operating revenues decreased for the six months ended June
30, 1999 primarily due to lower prices of gas purchased for resale as
well  as  decreased  usage  as a result  of  warmer  winter  weather,
especially in the residential and commercial sectors.

Steam operating revenues

      Steam operating revenues decreased for the three and six months
ended  June  30,  1999 due to a new lease arrangement  for  Louisiana
Station  1  that  began in June 1999. Less revenue will  be  realized
under  the new lease arrangement compared to the previous arrangement
with the steam customer.

Expenses

Fuel and purchased power

     Fuel and purchased power expenses increased for the three months
ended  June  30, 1999 primarily due to a shift to gas generation  and
purchased  power  from associated companies because  of  the  reduced
availability  of  Nelson  6  and  the  extended  River  Bend  nuclear
refueling  outage.  Fuel and purchased power expenses also  increased
due  to  reduced fuel cost deferrals as a result of the  higher  fuel
factor and fuel surcharge in the Texas jurisdiction in 1999.


<PAGE>
                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other operation and maintenance

     Other operation and maintenance expenses increased for the three
and  six  months ended June 30, 1999 principally due to increases  in
employee  benefit expense, casualty reserve accruals, and maintenance
of general plant.

Taxes other than income taxes

      Taxes  other than income taxes decreased for the three and  six
months ended June 30, 1999 principally due to reduced local franchise
taxes as a result of less revenue being subject to the tax in 1999.

Depreciation and amortization

     Depreciation and amortization decreased for the three and six
months ended June 30, 1999 due to:

     o reduced transmission and distribution depreciation rates as a
       result of compliance with PUCT and LPSC rate orders; and
     o reduced amortization of the River Bend 2 cancellation loss as a
       result of the completion of amortization for the Louisiana portion of
       the loss and the reduction in amortization of the Texas portion in
       accordance with a PUCT rate order.

      These factors were partially offset by an increase in the River
Bend  depreciation rate as a result of compliance with PUCT and  LPSC
rate orders.

Amortization of rate deferrals

     The  amortization of rate deferrals increased for the three  and
six  months ended June 30, 1999 primarily due to the PUCT's  approval
in  June  1999  of the settlement agreement in Entergy  Gulf  States'
November  1998  rate filing.  This agreement calls for  an  increased
rate  of  amortization  of  the  Texas  portion  of  the  River  Bend
accounting  order deferrals over a period ending December  31,  2001.
The previous amortization period for these deferrals was scheduled to
run  through late 2009.  Partially offsetting this increase  for  the
six  month  period  was  a  reduction in  the  amortization  of  rate
deferrals due to the completion of the Louisiana retail rate phase-in
plan for River Bend in February 1998.

Other

Other income

      Other income increased for the three and six months ended  June
30,  1999  primarily due to income recognized as the  result  of  the
previously  estimated regulatory reserve for the  abeyed  River  Bend
plant costs being greater than the actual required writedown.

Interest charges

      Interest charges decreased for the three months and six  months
ended  June 30, 1999 primarily due to the retirement, redemption,  or
refinancing  of certain long-term debt in 1998 and the first  quarter
of 1999.


<PAGE>
                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Income taxes

     The  effective income tax rates for the three months ended  June
30,  1999  and 1998 were 48.6% and 16.1%, respectively.  The increase
in  1999  was  primarily due to a net loss in 1998  compared  to  net
income in 1999.

     The effective income tax rates for the six months ended June 30,
1999  and  1998 were 49.0% and 55.7%, respectively.  The decrease  in
1999  was  primarily  due to increased pre-tax  income  reducing  the
impact of permanent differences and flow-through items.

<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY GULF STATES, INC.
                            INCOME STATEMENTS
        For the Three and Six Months Ended June 30, 1999 and 1998
                               (Unaudited)


                                                             Three Months Ended    Six Months Ended
                                                               1999       1998      1999      1998
                                                                (In Thousands)       (In Thousands)
<S>                                                         <C>         <C>       <C>       <C>
OPERATING REVENUES

Domestic electric                                            $534,022   $405,476  $937,828  $837,339
Natural gas                                                     5,267      6,055    16,984    23,300
Steam products                                                  7,254     12,125    15,550    20,525
                                                             --------   --------  --------  --------
TOTAL                                                         546,543    423,656   970,362   881,164
                                                             --------   --------  --------  --------

OPERATING EXPENSES

Operating and Maintenance:
   Fuel, fuel related expenses, and
      gas purchased for resale                                132,690    128,968   271,265   247,254
   Purchased power                                             86,937     80,972   132,529   159,632
   Nuclear refueling outage expenses                            2,678      3,675     5,357     8,224
   Other operation and maintenance                            106,500     98,160   206,055   196,700
Decommissioning                                                 1,510      1,969     4,790     3,848
Taxes other than income taxes                                  26,085     28,057    55,810    58,968
Depreciation and amortization                                  49,325     51,257    99,832   104,120
Other regulatory credits                                       (2,892)    (3,201)  (12,287)   (9,983)
Amortization of rate deferrals                                 82,124      2,269    84,393    17,210
                                                             --------   --------  --------  --------
TOTAL OPERATING EXPENSES                                      484,957    392,126   847,744   785,973
                                                             --------   --------  --------  --------

OPERATING INCOME                                               61,586     31,530   122,618    95,191
                                                             --------   --------  --------  --------

OTHER INCOME (DEDUCTIONS)

Allowance for equity funds used during construction             1,091        688     2,317     1,300
Gain/(loss) on sale of assets                                     462        394       909       774
Miscellaneous - net                                             5,957      2,143     6,554     5,723
                                                             --------   --------  --------  --------
TOTAL                                                           7,510      3,225     9,780     7,797
                                                             --------   --------  --------  --------

INTEREST AND OTHER CHARGES

Interest on long-term debt                                     34,288     38,717    69,528    77,088
Other interest - net                                              888        971     1,572     1,715
Dividends on preferred securities of subsidiaries               1,859      1,859     3,719     3,719
Allowance for borrowed funds used during construction          (1,026)      (547)   (2,135)   (1,014)
                                                             --------   --------  --------  --------
TOTAL                                                          36,009     41,000    72,684    81,508
                                                             --------   --------  --------  --------

INCOME (LOSS) BEFORE INCOME TAXES                              33,087     (6,245)   59,714    21,480

Income taxes                                                   16,065     (1,004)   29,255    11,965
                                                             --------   --------  --------  --------

CONSOLIDATED NET INCOME (LOSS)                                 17,022     (5,241)   30,459     9,515

Preferred dividend requirements of subsidiaries and others      4,115      4,774     8,666     9,588
                                                             --------   --------  --------  --------
EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                                                  $12,907   ($10,015)  $21,793      ($73)
                                                             ========   ========  ========  ========

See Notes to Financial Statements.

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

                          ENTERGY GULF STATES, INC.
                          STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 1999 and 1998
                                (Unaudited)


                                                                1999         1998
                                                                 (In Thousands)
<S>                                                             <C>          <C>
OPERATING ACTIVITIES:
  Net income                                                     $30,459      $9,515
  Noncash items included in net income:
    Amortization of rate deferrals                                84,393      17,210
    Reserve for regulatory adjustments                           (53,479)    101,255
    Other regulatory credits                                     (12,287)     (9,983)
    Depreciation, amortization, and decommissioning              104,622     107,968
    Deferred income taxes and investment tax credits                 367     (29,286)
    Allowance for equity funds used during construction           (2,317)     (1,300)
    Gain/loss on sale of assets                                     (909)       (774)
  Changes in working capital:
    Receivables                                                  (36,193)    (14,082)
    Fuel inventory                                               (13,939)      2,910
    Accounts payable                                              (2,652)    (10,274)
    Taxes accrued                                                 26,997      28,932
    Interest accrued                                                (754)       (209)
    Deferred fuel costs                                          (10,501)    (23,103)
    Other working capital accounts                               (15,889)     (7,269)
  Decommissioning trust contributions and realized
      change in trust assets                                      (5,866)     (7,466)
  Provision for estimated losses and reserves                      2,694      (3,443)
  Changes in other regulatory assets                              13,228       2,299
  Other                                                          (26,190)     (1,245)
                                                                --------    --------
    Net cash flow provided by operating activities                81,784     161,655
                                                                --------    --------

INVESTING ACTIVITIES:
  Construction expenditures                                      (77,340)    (52,288)
  Allowance for equity funds used during construction              2,317       1,300
  Nuclear fuel purchases                                         (37,930)       (200)
  Proceeds from sale/leaseback of nuclear fuel                    37,930         193
                                                                --------    --------
    Net cash flow used in investing activities                   (75,023)    (50,995)
                                                                --------    --------

FINANCING ACTIVITIES:
  Proceeds from issuance of:
     Other long-term debt                                         21,775      21,600
  Retirement of:
     First mortgage bonds                                        (25,000)    (25,000)
     Other long-term debt                                        (22,095)        (25)
  Redemption of preferred and preference stock                   (24,731)     (2,250)
  Dividends paid:
    Common stock                                                       -     (80,315)
    Preferred stock                                               (8,758)     (9,588)
                                                                --------    --------
    Net cash flow used in financing activities                   (58,809)    (95,578)
                                                                --------    --------

Net increase (decrease) in cash and cash equivalents             (52,048)     15,082

Cash and cash equivalents at beginning of period                 131,432     165,164
                                                                --------    --------

Cash and cash equivalents at end of period                       $79,384    $180,246
                                                                ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                         $72,247     $79,147
    Income taxes                                                 $10,934     $22,532
  Noncash investing and financing activities:
    Change in unrealized appreciation of
     decommissioning trust assets                                 $9,658      $3,154

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

                        ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                  June 30, 1999 and December 31, 1998
                              (Unaudited)


                                                                    1999         1998
                          ASSETS                                      (In Thousands)
<S>                                                              <C>          <C>
CURRENT ASSETS

 Cash and cash equivalents:
     Cash                                                            $7,756      $11,629
   Temporary cash investments - at cost,
    which approximates market:
     Associated companies                                            11,601       15,696
     Other                                                           60,027      104,107
                                                                 ----------   ----------
     Total cash and cash equivalents                                 79,384      131,432
                                                                 ----------   ----------
Accounts receivable:
  Customer                                                           74,226       78,961
  Allowance for doubtful accounts                                    (1,735)      (1,735)
  Associated companies                                                8,682        7,554
  Other                                                              25,129       28,265
  Accrued unbilled revenues                                         102,505       59,569
                                                                 ----------   ----------
     Total receivables                                              208,807      172,614
                                                                 ----------   ----------
Deferred fuel costs                                                 143,397      132,896
Fuel inventory - at average cost                                     44,140       30,201
Materials and supplies - at average cost                            108,004      108,345
Rate deferrals                                                        5,607        9,077
Prepayments and other                                                23,123       20,495
                                                                 ----------   ----------
TOTAL                                                               612,462      605,060
                                                                 ----------   ----------

OTHER PROPERTY AND INVESTMENTS

Decommissioning trust funds                                         225,294      209,770
Non-utility property - at cost (less accumulated depreciation)      175,991      165,272
Other - at cost (less accumulated depreciation)                      13,315       12,427
                                                                 ----------   ----------
TOTAL                                                               414,600      387,469
                                                                 ----------   ----------

UTILITY PLANT

Electric                                                          7,307,565    7,250,789
Property under capital lease                                         50,794       54,427
Natural gas                                                          51,553       51,053
Steam products                                                       81,549       80,537
Construction work in progress                                       106,382      105,121
Nuclear fuel under capital lease                                     86,345       46,572
                                                                 ----------   ----------
TOTAL UTILITY PLANT                                               7,684,188    7,588,499
Less - accumulated depreciation and amortization                 (3,543,569)  (3,141,518)
                                                                 ----------   ----------
UTILITY PLANT - NET                                               4,140,619    4,446,981
                                                                 ----------   ----------

DEFERRED DEBITS AND OTHER ASSETS

Regulatory assets:
    Rate deferrals                                                    8,410       89,333
    SFAS 109 regulatory asset - net                                 364,048      376,406
    Unamortized loss on reacquired debt                              40,379       42,879
    Other regulatory assets                                          89,044       89,914
Long-term receivables                                                33,474       34,617
Other                                                                21,904      221,085
                                                                 ----------   ----------
TOTAL                                                               557,259      854,234
                                                                 ----------   ----------

TOTAL ASSETS                                                     $5,724,940   $6,293,744
                                                                 ==========   ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                  June 30, 1999 and December 31, 1998
                              (Unaudited)


                                                                     1999         1998
           LIABILITIES AND SHAREHOLDERS' EQUITY                        (In Thousands)
<S>                                                              <C>          <C>
CURRENT LIABILITIES

Currently maturing long-term debt                                   $46,025      $71,515
Accounts payable
  Associated companies                                               57,303       60,932
  Other                                                              92,079       91,102
Customer deposits                                                    32,191       31,462
Taxes accrued                                                        82,777       55,780
Accumulated deferred income taxes                                    30,827       21,260
Nuclear refueling outage costs                                        4,036       16,991
Interest accrued                                                     41,878       42,631
Obligations under capital leases                                     34,859       34,343
Other                                                                15,149       16,325
                                                                 ----------   ----------
TOTAL                                                               437,124      442,341
                                                                 ----------   ----------

DEFERRED CREDITS AND OTHER LIABILITIES

Accumulated deferred income taxes                                 1,072,541    1,081,598
Accumulated deferred investment tax credits                         181,679      193,509
Obligations under capital leases                                    102,280       66,656
Other regulatory liabilities                                         23,647       30,287
Regulatory reserves                                                 139,341      515,023
Accumulated provisions                                               63,594       60,899
Other                                                               259,606      455,996
                                                                 ----------   ----------
TOTAL                                                             1,842,688    2,403,968
                                                                 ----------   ----------

Long-term debt                                                    1,632,264    1,631,658
Preferred stock with sinking fund                                    35,850       60,497
Preference stock                                                    150,000      150,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                   85,000       85,000

SHAREHOLDERS' EQUITY

Preferred stock without sinking fund                                 51,444       51,444
  Common stock, no par value, authorized
   200,000,000 shares; issued and outstanding
   100 shares                                                       114,055      114,055
Additional paid-in capital                                        1,152,575    1,152,575
Retained earnings                                                   223,940      202,206
                                                                 ----------   ----------
TOTAL                                                             1,542,014    1,520,280
                                                                 ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $5,724,940   $6,293,744
                                                                 ==========   ==========
See Notes To Financial Statements.

</TABLE>
<PAGE>
                        ENTERGY GULF STATES, INC.
                       SELECTED OPERATING RESULTS
          For the Three and Six Months Ended June 30, 1999
                               (Unaudited)


                                  Three Months Ended  Increase/
         Description             1999       1998      (Decrease)    %
                                   (In Millions)
Electric Operating Revenues:
  Residential                   $ 137.2   $ 139.5        ($2.3)      (2)
  Commercial                      103.0     103.2         (0.2)       -
  Industrial                      170.4     174.6         (4.2)      (2)
  Governmental                      6.8      10.6         (3.8)     (36)
                                ------------------------------
    Total retail                  417.4     427.9        (10.5)      (2)
  Sales for resale
     Associated companies           0.9       8.3         (7.4)     (89)
     Non-associated companies      15.3      27.3        (12.0)     (44)
  Other                           100.4     (58.0)       158.4      273
                                ------------------------------
    Total                       $ 534.0   $ 405.5      $ 128.5       32
                                ==============================

Billed Electric Energy
 Sales (GWH):
  Residential                     2,039     1,947           92        5
  Commercial                      1,784     1,646          138        8
  Industrial                      4,442     4,615         (173)      (4)
  Governmental                      102       166          (64)     (39)
                                ------------------------------
    Total retail                  8,367     8,374           (7)       -
  Sales for resale
     Associated companies            17       205         (188)     (92)
     Non-associated companies       428       946         (518)     (55)
                                ------------------------------
    Total                         8,812     9,525         (713)      (7)
                                ==============================


                                 Six Months Ended     Increase/
         Description             1999       1998      (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                   $ 253.4   $ 267.8       ($14.4)      (5)
  Commercial                      194.5     203.5         (9.0)      (4)
  Industrial                      326.6     350.2        (23.6)      (7)
  Governmental                     13.3      21.3         (8.0)     (38)
                                ------------------------------
    Total retail                  787.8     842.8        (55.0)      (7)
  Sales for resale
     Associated companies           4.7      10.1         (5.4)     (53)
     Non-associated companies      36.0      48.8        (12.8)     (26)
  Other                           109.3     (64.4)       173.7      270
                                ------------------------------
    Total                       $ 937.8   $ 837.3      $ 100.5       12
                                ==============================

Billed Electric Energy
 Sales (GWH):
  Residential                     3,842     3,668          174        5
  Commercial                      3,384     3,088          296       10
  Industrial                      8,556     8,962         (406)      (5)
  Governmental                      202       319         (117)     (37)
                                ------------------------------
    Total retail                 15,984    16,037          (53)       -
  Sales for resale
     Associated companies           170       262          (92)     (35)
     Non-associated companies     1,413     1,447          (34)      (2)
                                ------------------------------
    Total                        17,567    17,746         (179)      (1)
                                ==============================

<PAGE>
                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the three and six months ended June 30,
1999  compared  to  the  three and six months  ended  June  30,  1998
primarily  due to an increase in operating revenue and a decrease  in
interest  charges,  partially  offset by  an  increase  in  operating
expenses and higher income taxes.

Revenues and Sales

     The changes in electric operating revenues for the three and six
months ended June 30, 1999 are as follows:

                                   Three Months Ended    Six Months Ended
           Description             Increase/(Decrease)  Increase/(Decrease)
                                                 (In Millions)

Base revenues                             ($7.8)             ($6.3)
Fuel cost recovery                         37.0               21.9
Sales volume/weather                        5.8                7.4
Other revenue (including unbilled)         53.1               59.4
Sales for resale                           (6.6)              (4.9)
                                          -----              -----
   Total                                  $81.5              $77.5
                                          =====              =====


Fuel cost recovery

      Fuel  cost  recovery revenues do not affect net income  because
they are an increase to revenues that are offset by specific incurred
fuel costs.

      Fuel  cost  recovery revenues increased for the three  and  six
months ended June 30, 1999 primarily due to a shift from lower priced
nuclear fuel to higher priced gas due to the nuclear refueling outage
at Waterford 3.

Other revenue

      Other revenue for the three and six months ended June 30,  1999
increased  primarily due to a change in estimated unbilled  revenues.
The  changed  estimate  more closely aligns  the  fuel  component  of
unbilled  revenues  with  regulatory treatment.   This  increase  was
partially  offset by milder weather in 1999.  The change in  estimate
is  expected  to  affect  comparisons of quarterly  and  year-to-date
revenue  to applicable prior period amounts through the first quarter
of   2000.    Comparative  impacts  are  also  affected  by  seasonal
variations in demand.

Expenses

Fuel and purchased power

      Fuel and purchased power expenses increased for the three  and
six  months  ended  June 30, 1999 due to a shift from  lower  priced
nuclear  fuel  to  higher  priced gas  due  to  nuclear  outages  at
Waterford 3.

<PAGE>

                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     Fuel  and purchased power expenses also increased for the three
months  ended  June  30, 1999 due to increased  deferred  fuel  cost
recovery in 1999 as a result of a settlement refund in 1998.

     These  increases  were  partially  offset  by  a  decrease   in
purchased  power  expenses  as a result  of  lower  unit  prices  of
purchased power from affiliated companies.

Other operation and maintenance

      Other  operation  and maintenance expenses decreased  for  the
three  and  six  months ended June 30, 1999 primarily due  insurance
settlement proceeds and the capitalization of costs associated  with
return to service projects.

Other

Interest charges

      Interest  on  long-term debt decreased for the  three  and  six
months   ended  June  30,  1999  primarily  due  to  the  redemption,
retirement, or refinancing of certain long-term debt during 1999.

Income taxes

      The  effective income tax rates for the three months ended June
30,  1999 and 1998 were 39.4% and 40.1%, respectively.  The effective
income tax rates for the six months ended June 30, 1999 and 1998 were
40.0% and 42.2%, respectively.  These decreases were due to increases
in  pretax  income reducing the impact of permanent  differences  and
flow through items.


<PAGE>
<TABLE>
<CAPTION>


                          ENTERGY LOUISIANA, INC.
                            INCOME STATEMENTS
         For the Three and Six Months Ended June 30, 1999 and 1998
                                (Unaudited)

                                                                Three Months Ended        Six Months Ended
                                                                 1999         1998        1999        1998
                                                                   (In Thousands)         (In Thousands)
<S>                                                            <C>          <C>         <C>         <C>
OPERATING REVENUES

Domestic electric                                              $505,601     $424,115    $857,736    $780,153
                                                               --------     --------    --------    --------
OPERATING EXPENSES

Operating and Maintenance:
   Fuel, fuel related expenses, and
      gas purchased for resale                                  104,399       71,008     162,623     145,710
   Purchased power                                               92,119      101,358     184,582     189,355
   Nuclear refueling outage expenses                              3,487        5,435       8,923      10,870
   Other operation and maintenance                               65,511       72,486     133,315     143,510
Decommissioning                                                   2,197        2,197       4,393       4,393
Taxes other than income taxes                                    18,426       17,013      36,670      35,471
Depreciation and amortization                                    40,184       40,955      81,963      82,837
Other regulatory charges (credits)                                    -         (877)          -      (1,755)
                                                               --------     --------    --------    --------
TOTAL OPERATING EXPENSES                                        326,323      309,575     612,469     610,391
                                                               --------     --------    --------    --------

OPERATING INCOME                                                179,278      114,540     245,267     169,762
                                                               --------     --------    --------    --------

OTHER INCOME (DEDUCTIONS)

Allowance for equity funds used during construction               1,732          459       2,493         820
Gain/(loss) on sale of assets                                         -            -           -       2,340
Miscellaneous - net                                                 621          229         579          29
                                                               --------     --------    --------    --------
TOTAL                                                             2,353          688       3,072       3,189
                                                               --------     --------    --------    --------

INTEREST AND OTHER CHARGES

Interest on long-term debt                                       26,691       28,848      53,744      57,610
Other interest - net                                              1,041        1,511       2,212       3,017
Dividends on preferred securities of subsidiaries                 1,575        1,575       3,150       3,150
Allowance for borrowed funds used during construction            (1,716)        (417)     (2,367)       (750)
                                                               --------     --------    --------    --------
TOTAL                                                            27,591       31,517      56,739      63,027
                                                               --------     --------    --------    --------

INCOME BEFORE INCOME TAXES                                      154,040       83,711     191,600     109,924

Income taxes                                                     60,669       34,165      76,742      46,461
                                                               --------     --------    --------    --------

NET INCOME                                                       93,371       49,546     114,858      63,463

Preferred dividend requirements of subsidiaries and others        2,378        3,254       5,048       6,507
                                                               --------     --------    --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                    $90,993      $46,292    $109,810     $56,956
                                                               ========     ========    ========    ========

See Notes to Financial Statements.


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

                        ENTERGY LOUISIANA, INC.
                       STATEMENTS OF CASH FLOWS
            For the Six Months Ended June 30, 1999 and 1998
                              (Unaudited)


                                                                 1999        1998
                                                                 (In Thousands)
<S>                                                             <C>          <C>
OPERATING ACTIVITIES
  Net income                                                    $114,858     $63,463
  Noncash items included in net income:
    Other regulatory charges                                           -      (1,755)
    Depreciation, amortization, and decommissioning               86,356      87,230
    Deferred income taxes and investment tax credits               8,042       1,866
    Allowance for equity funds used during construction           (2,493)       (820)
    Gain/loss on sale of assets                                        -      (2,340)
  Changes in working capital:
    Receivables                                                  (67,181)    (22,000)
    Fuel inventory                                                  (489)          -
    Accounts payable                                             (16,718)     (8,329)
    Taxes accrued                                                 79,628      39,707
    Interest accrued                                             (23,195)     (1,036)
    Deferred fuel costs                                          (17,934)     (5,491)
    Other working capital accounts                               (11,062)       (221)
  Decommissioning trust contributions and realized
      change in trust assets                                      (8,497)     (6,001)
  Provision for estimated losses and reserves                        112       2,962
  Changes in other regulatory assets                              13,901      10,169
  Other                                                          (16,283)    (28,716)
                                                                --------    --------
    Net cash flow provided by operating activities               139,045     128,688
                                                                --------    --------

INVESTING ACTIVITIES
  Construction expenditures                                      (55,932)    (42,204)
  Allowance for equity funds used during construction              2,493         820
  Nuclear fuel purchases                                         (11,308)          -
  Proceeds from sale/leaseback of nuclear fuel                    11,308           -
                                                                --------    --------
    Net cash flow used in investing activities                   (53,439)    (41,384)
                                                                --------    --------

FINANCING ACTIVITIES
  Proceeds from issuance of:
     First mortgage bonds                                         74,691     112,556
     Other long-term debt                                        113,535           -
  Retirement of:
     First mortgage bonds                                       (122,600)   (150,561)
     Other long-term debt                                         (6,547)       (115)
  Redemption of preferred stock                                  (50,000)          -
  Dividends paid:
    Common stock                                                 (31,900)    (24,300)
    Preferred stock                                               (5,632)     (6,507)
                                                                --------    --------
    Net cash flow used in financing activities                   (28,453)    (68,927)
                                                                --------    --------

Net increase in cash and cash equivalents                         57,153      18,377

Cash and cash equivalents at beginning of period                  96,710      49,749
                                                                --------    --------

Cash and cash equivalents at end of period                      $153,863     $68,126
                                                                ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest - net of amount capitalized                        $76,443     $59,040
     Income taxes                                                $12,270     $25,657
   Noncash investing and financing activities:
     Change in unrealized appreciation of
      decommissioning trust assets                                $2,389      $2,991

 See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           ENTERGY LOUISIANA, INC.
                               BALANCE SHEETS
                    June 30, 1999 and December 31, 1998
                                 (Unaudited)


                                                                     1999          1998
                         ASSETS                                       (In Thousands)
<S>                                                              <C>           <C>
CURRENT ASSETS

 Cash and cash equivalents:
   Cash                                                             $10,298       $10,187
   Temporary cash investments - at cost,
    which approximates market:
     Associated companies                                             6,552        13,680
     Other                                                           22,013        72,843
     Special deposits                                               115,000             -
                                                                 ----------    ----------
       Total cash and cash equivalents                              153,863        96,710
                                                                 ----------    ----------
Accounts receivable:
   Customer                                                          80,198        65,262
   Allowance for doubtful accounts                                   (1,164)       (1,164)
   Associated companies                                              15,444        20,095
   Other                                                              8,641        19,305
   Accrued unbilled revenues                                        118,100        50,540
                                                                 ----------    ----------
     Total receivables                                              221,219       154,038
                                                                 ----------    ----------
Deferred fuel costs                                                  10,136             -
Accumulated deferred income taxes                                     1,781        13,331
Fuel inventory - at average cost                                        489             -
Materials and supplies - at average cost                             80,745        82,220
Deferred nuclear refueling outage costs                              18,538         6,498
Prepayments and other                                                12,731        11,566
                                                                 ----------    ----------
TOTAL                                                               499,502       364,363
                                                                 ----------    ----------

OTHER PROPERTY AND INVESTMENTS

Investment in subsidiary companies - at equity                       14,230        14,230
Decommissioning trust funds                                          93,567        82,680
Non-utility property - at cost (less accumulated depreciation)       21,475        21,460
                                                                 ----------    ----------
TOTAL                                                               129,272       118,370
                                                                 ----------    ----------

UTILITY PLANT

Electric                                                          5,146,329     5,095,278
Property under capital lease                                        234,339       234,339
Construction work in progress                                        97,373        85,565
Nuclear fuel under capital lease                                     65,083        75,814
                                                                 ----------    ----------
TOTAL UTILITY PLANT                                               5,543,124     5,490,996
Less - accumulated depreciation and amortization                 (2,241,337)   (2,158,800)
                                                                 ----------    ----------
UTILITY PLANT - NET                                               3,301,787     3,332,196
                                                                 ----------    ----------

DEFERRED DEBITS AND OTHER ASSETS

Regulatory assets:
    SFAS 109 regulatory asset - net                                 259,018       270,068
    Unamortized loss on reacquired debt                              28,885        30,629
    Other regulatory assets                                          46,748        49,599
Other                                                                17,641        15,816
                                                                 ----------    ----------
TOTAL                                                               352,292       366,112
                                                                 ----------    ----------

TOTAL ASSETS                                                     $4,282,853    $4,181,041
                                                                 ==========    ==========
See Notes to Financial Statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           ENTERGY LOUISIANA, INC.
                               BALANCE SHEETS
                    June 30, 1999 and December 31, 1998
                                 (Unaudited)


                                                                     1999          1998
                                                                        (In Thousands)
<S>                                                              <C>           <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Currently maturing long-term debt                                  $231,985        $6,772
Accounts payable:
  Associated companies                                               36,582        43,051
  Other                                                              80,216        90,465
Customer deposits                                                    55,663        55,966
Taxes accrued                                                        97,831        18,203
Interest accrued                                                     30,107        53,302
Deferred fuel cost                                                        -         7,798
Obligations under capital leases                                     32,539        32,539
Other                                                                 9,607         7,644
                                                                 ----------    ----------
TOTAL                                                               574,530       315,740
                                                                 ----------    ----------

DEFERRED CREDITS AND OTHER LIABILITIES

Accumulated deferred income taxes                                   829,724       840,931
Accumulated deferred investment tax credits                         125,922       128,689
Obligations under capital leases                                     32,545        43,275
Other regulatory liabilities                                         13,225        10,836
Accumulated provisions                                               52,757        52,645
Other                                                                41,012        39,791
                                                                 ----------    ----------
TOTAL                                                             1,095,185     1,116,167
                                                                 ----------    ----------

Long-term debt                                                    1,168,410     1,332,315
Preferred stock with sinking fund                                    35,000        85,000
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)       (2,320)
Retained earnings                                                   152,649        74,739
                                                                 ----------    ----------
TOTAL                                                             1,339,728     1,261,819
                                                                 ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

               TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $4,282,853    $4,181,041
                                                                 ==========    ==========
See Notes To Financial Statements.

</TABLE>
<PAGE>

                        ENTERGY LOUISIANA, INC.
                      SELECTED OPERATING RESULTS
           For the Three and Six Months Ended June 30, 1999
                             (Unaudited)


                                 Three Months Ended    Increase/
          Description             1999       1998     (Decrease)        %
                                     (In Millions)
Electric Operating Revenues:
  Residential                    $ 145.2   $ 126.9        $ 18.3       14
  Commercial                        94.0      83.8          10.2       12
  Industrial                       156.3     136.4          19.9       15
  Governmental                       8.2       7.4           0.8       11
                                 -------------------------------
    Total retail                   403.7     354.5          49.2       14
  Sales for resale
     Associated companies            5.4       9.3          (3.9)     (42)
     Non-associated companies       13.1      15.8          (2.7)     (17)
  Other                             83.4      44.5          38.9       87
                                 -------------------------------
    Total                        $ 505.6   $ 424.1        $ 81.5       19
                                 ===============================

Billed Electric Energy
 Sales (GWH):
  Residential                      1,971     1,905            66        3
  Commercial                       1,287     1,275            12        1
  Industrial                       3,777     3,674           103        3
  Governmental                       115       114             1        1
                                 -------------------------------
    Total retail                   7,150     6,968           182        3
  Sales for resale
     Associated companies            142       207           (65)     (31)
     Non-associated companies        233       260           (27)     (10)
                                 -------------------------------
    Total                          7,525     7,435            90        1
                                 ===============================


                                  Six Months Ended     Increase/
          Description             1999       1998     (Decrease)        %
                                    (In Millions)
Electric Operating Revenues:
  Residential                    $ 257.4   $ 241.0        $ 16.4        7
  Commercial                       173.2     162.5          10.7        7
  Industrial                       294.6     286.0           8.6        3
  Governmental                      16.0      15.8           0.2        1
                                 -------------------------------
    Total retail                   741.2     705.3          35.9        5
  Sales for resale
     Associated companies            7.9      10.3          (2.4)     (23)
     Non-associated companies       24.3      26.8          (2.5)      (9)
  Other                             84.3      37.8          46.5      123
                                 -------------------------------
    Total                        $ 857.7   $ 780.2        $ 77.5       10
                                 ===============================

Billed Electric Energy
 Sales (GWH):
  Residential                      3,661     3,562            99        3
  Commercial                       2,418     2,364            54        2
  Industrial                       7,403     7,315            88        1
  Governmental                       230       238            (8)      (3)
                                 -------------------------------
    Total retail                  13,712    13,479           233        2
  Sales for resale
     Associated companies            240       235             5        2
     Non-associated companies        477       412            65       16
                                 -------------------------------
    Total                         14,429    14,126           303        2
                                  ==============================

<PAGE>

                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income decreased for the three and six months ended June 30,
1999  compared  to  the  three and six months  ended  June  30,  1998
primarily due to a decrease in electric operating revenues, partially
offset by a decrease in operating expenses and lower income taxes.

Revenues and Sales

     The changes in electric operating revenues for the three and six
months ended June 30, 1999 are as follows:

                                 Three Months Ended   Six Months Ended
           Description           Increase/(Decrease) Increase/(Decrease)
                                              (In Millions)

Base revenues                           ($1.8)             ($2.5)
Grand Gulf rate rider                   (28.2)             (53.8)
Fuel cost recovery                       (2.2)              (4.1)
Sales volume/weather                      2.0                3.9
Other revenue (including unbilled)      (25.3)             (26.6)
Sales for resale                        (18.8)             (13.7)
                                       ------             ------
   Total                               ($74.3)            ($96.8)
                                       ======             ======

Grand Gulf rate rider revenues

      Rate rider revenues do not affect net income because they  are
offset by specific incurred expenses.

      Grand  Gulf rate rider revenue decreased for the three and  six
months  ended  June 30, 1999 as a result of a new rider which  became
effective  October  1,  1998.   This new  rider  eliminated  revenues
attributable to the Grand Gulf phase-in plan, which was completed  in
September 1998.  However, this decrease was partially offset  by  the
Grand  Gulf  Accelerated  Recovery  Tariff,  which  became  effective
October 1, 1998.  This tariff provides for accelerated recovery of  a
portion   of   Entergy  Mississippi's  Grand  Gulf  purchased   power
obligation.

Other revenue

      Other revenue for the three and six months ended June 30,  1999
decreased  primarily due to a change in estimated unbilled  revenues.
The  changed  estimate  more closely aligns  the  fuel  component  of
unbilled revenues with regulatory treatment.  Milder weather in  1999
also  contributed  to  this  decrease.  The  change  in  estimate  is
expected to affect comparisons of quarterly and year-to-date  revenue
to applicable prior period amounts through the first quarter of 2000.
Comparative  impacts  are  also affected by  seasonal  variations  in
demand.

Sales for resale

      Sales  for resale decreased for the three and six months  ended
June  30,  1999  primarily due to a decrease in sales  to  associated
companies  due to changes in generation requirements and availability
among the domestic utility companies.

<PAGE>
                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS

Expenses

Fuel and purchased power expenses

      Fuel  and purchased power expenses decreased for the three  and
six  months ended June 30, 1999 due to a decrease in total generation
requirements.  The decrease for the three months ended June 30,  1999
was  partially  offset by a shift from lower priced  fuel  to  higher
priced  purchased power from affiliates as a result of plant  outages
in 1999.

Other operation and maintenance

     Other operation and maintenance expenses increased for the three
and  six  months ended June 30, 1999 principally due to plant outages
in  1999,  adjustments to compensation accruals, and an  increase  in
casualty reserves.

Amortization of rate deferrals

      Amortization of rate deferrals decreased for the three and  six
months ended June 30, 1999 due to the completion of the Grand Gulf  1
rate phase-in plan in September 1998.

Other

Income taxes

      The  effective income tax rates for the three months ended June
30,  1999 and 1998 remained relatively unchanged at 35.1% and  35.9%,
respectively.   The  effective income tax rates for  the  six  months
ended  June  30, 1999 and 1998 also remained relatively unchanged  at
33.7% and 34.1%, respectively.

<PAGE>
<TABLE>
<CAPTION>

                          ENTERGY MISSISSIPPI, INC.
                             INCOME STATEMENTS
        For the Three and Six Months Ended June 30, 1999 and 1998
                                 (Unaudited)


                                                                Three Months Ended       Six Months Ended
                                                                1999         1998        1999         1998
                                                                 (In Thousands)            (In Thousands)
<S>                                                           <C>          <C>         <C>          <C>
OPERATING REVENUES

Domestic electric                                             $194,637     $268,908    $377,080     $473,925
                                                              --------     --------    --------     --------
OPERATING EXPENSES

Operating and Maintenance:
   Fuel, fuel related expenses, and
       gas purchased for resale                                 37,341       59,089      96,775      110,401
   Purchased power                                              79,804       72,031     148,269      138,626
   Other operation and maintenance                              41,795       32,407      72,913       61,253
Taxes other than income taxes                                   11,042       11,043      21,744       22,198
Depreciation and amortization                                   10,984       11,078      22,500       22,394
Other regulatory credits                                        (6,958)      (7,451)    (17,971)     (22,029)
Amortization of rate deferrals                                       -       34,990           -       69,979
                                                              --------     --------    --------     --------
TOTAL OPERATING EXPENSES                                       174,008      213,187     344,230      402,822
                                                              --------     --------    --------     --------

OPERATING INCOME                                                20,629       55,721      32,850       71,103
                                                              --------     --------    --------     --------

OTHER INCOME (DEDUCTIONS)

Allowance for equity funds used during construction                225          (20)        368            -
Gain on sale of assets                                               -            -           -        1,024
Miscellaneous - net                                              1,872        1,004       3,490        2,031
                                                              --------     --------    --------     --------
TOTAL                                                            2,097          984       3,858        3,055
                                                              --------     --------    --------     --------

INTEREST AND OTHER CHARGES

Interest on long-term debt                                       9,800        9,885      19,022       19,461
Other interest - net                                               601          865       1,444        2,159
Allowance for borrowed funds used during construction             (341)         (92)       (696)        (132)
                                                              --------     --------    --------     --------
TOTAL                                                           10,060       10,658      19,770       21,488
                                                              --------     --------    --------     --------

INCOME BEFORE INCOME TAXES                                      12,666       46,047      16,938       52,670

Income taxes                                                     4,444       16,534       5,701       17,962
                                                              --------     --------    --------     --------

NET INCOME                                                       8,222       29,513      11,237       34,708

Preferred dividend requirements of subsidiaries and others         842          842       1,685        1,685
                                                              --------     --------    --------     --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                    $7,380      $28,671      $9,552      $33,023
                                                              ========     ========    ========     ========

See Notes to Financial Statements.

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

                         ENTERGY MISSISSIPPI, INC.
                         STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 1999 and 1998
                                (Unaudited)


                                                                 1999           1998
                                                                    (In Thousands)
<S>                                                             <C>           <C>
OPERATING ACTIVITIES
  Net income                                                     $11,237       $34,708
  Noncash items included in net income:
    Amortization of rate deferrals                                     -        69,979
    Other regulatory charges                                     (17,971)      (22,029)
    Depreciation, amortization, and decommissioning               22,500        22,394
    Deferred income taxes and investment tax credits              16,220       (15,721)
    Allowance for equity funds used during construction             (368)            -
    Gain/loss on sale of assets                                        -        (1,024)
  Changes in working capital:
    Receivables                                                   20,306       (29,623)
    Fuel inventory                                                (2,837)         (532)
    Accounts payable                                               1,060        15,398
    Taxes accrued                                                    149        20,395
    Interest accrued                                              (3,108)         (244)
    Deferred fuel costs                                           (1,341)       (1,618)
    Other working capital accounts                                 5,988          (254)
  Provision for estimated losses and reserves                        848        (3,299)
  Changes in other regulatory assets                             (34,867)      (40,825)
  Other                                                           17,079        25,642
                                                                --------      --------
    Net cash flow provided by operating activities                34,895        73,347
                                                                --------      --------

INVESTING ACTIVITIES
  Construction expenditures                                      (34,622)      (18,641)
  Allowance for equity funds used during construction                368             -
                                                                --------      --------
    Net cash flow used in investing activities                   (34,254)      (18,641)
                                                                --------      --------

FINANCING ACTIVITIES
  Proceeds from issuance of:
     G&R mortgage bonds                                          124,192        78,703
     Other long-term debt                                         29,570             -
  Retirement of:
     G&R mortgage bonds                                         (132,412)      (80,000)
     Other long-term debt                                           (865)          (20)
  Changes in short-term borrowing, net                            20,576       (35,521)
  Dividends paid:
    Common stock                                                  (9,100)      (16,900)
    Preferred stock                                               (1,685)       (1,685)
                                                                --------      --------
    Net cash flow provided (used) in financing activities         30,276       (55,423)
                                                                --------      --------

Net increase (decrease) in cash and cash equivalents              30,917          (717)

Cash and cash equivalents at beginning of period                   2,640         6,816
                                                                --------      --------

Cash and cash equivalents at end of period                       $33,557        $6,099
                                                                ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                         $22,648       $21,100
    Income taxes                                                 $23,711        $1,054

See Notes to Financial Statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                  June 30, 1999 and December 31, 1998
                               (Unaudited)


                                                                         1999          1998
                            ASSETS                                          (In Thousands)
<S>                                                                  <C>           <C>
CURRENT ASSETS

 Cash and cash equivalents:
    Cash                                                                 $3,557        $2,640
    Special deposits                                                     30,000             -
                                                                     ----------    ----------
       Total cash and cash equivalents                                   33,557         2,640
                                                                     ----------    ----------
Accounts receivable:
   Customer                                                              32,409        39,701
   Allowance for doubtful accounts                                       (1,217)       (1,217)
   Associated companies                                                   1,428         5,703
   Other                                                                    531         1,267
  Accrued unbilled revenues                                              37,900        45,904
                                                                     ----------    ----------
       Total receivables                                                 71,051        91,358
                                                                     ----------    ----------
Deferred fuel costs                                                       3,449         2,108
Accumulated deferred income taxes                                           651           665
Fuel inventory - at average cost                                          5,840         3,002
Materials and supplies - at average cost                                 16,301        17,149
Prepayments and other                                                    10,011        12,256
                                                                     ----------    ----------
TOTAL                                                                   140,860       129,178
                                                                     ----------    ----------

OTHER PROPERTY AND INVESTMENTS

Investment in subsidiary companies - at equity                            5,531         5,531
Non-utility property - at cost (less accumulated depreciation)            7,029         7,056
Other - at cost (less accumulated depreciation)                               -            13
                                                                     ----------    ----------
TOTAL                                                                    12,560        12,600
                                                                     ----------    ----------

UTILITY PLANT

Electric                                                              1,747,498     1,718,426
Property under capital lease                                                430           477
Construction work in progress                                            38,765        35,317
                                                                     ----------    ----------
TOTAL UTILITY PLANT                                                   1,786,693     1,754,220
Less - accumulated depreciation and amortization                       (705,150)     (685,214)
                                                                     ----------    ----------
UTILITY PLANT - NET                                                   1,081,543     1,069,006
                                                                     ----------    ----------

DEFERRED DEBITS AND OTHER ASSETS

Regulatory assets:
    SFAS 109 regulatory asset - net                                      25,449        25,515
    Unamortized loss on reacquired debt                                  14,945         7,981
    Other regulatory assets                                             135,533       100,601
Other                                                                     6,914         6,048
                                                                     ----------    ----------
TOTAL                                                                   182,841       140,145
                                                                     ----------    ----------

TOTAL ASSETS                                                         $1,417,804    $1,350,929
                                                                     ==========    ==========
See Notes to Financial Statements.




</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                  June 30, 1999 and December 31, 1998
                               (Unaudited)


                                                                         1999          1998
             LIABILITIES AND SHAREHOLDERS' EQUITY                           (In Thousands)
<S>                                                                  <C>           <C>
CURRENT LIABILITIES

Currently maturing long-term debt                                       $30,000           $20
Notes payable                                                            21,027           451
Accounts payable:
  Associated companies                                                   38,919        43,640
  Other                                                                  24,225        18,444
Customer deposits                                                        20,907        18,265
Taxes accrued                                                             6,161         6,013
Interest accrued                                                         11,524        14,632
Obligations under capital leases                                             92            92
Other                                                                     2,572         2,319
                                                                     ----------    ----------
TOTAL                                                                   155,427       103,876
                                                                     ----------    ----------

DEFERRED CREDITS AND OTHER LIABILITIES

Accumulated deferred income taxes                                       298,181       281,017
Accumulated deferred investment tax credits                              21,658        22,408
Obligations under capital leases                                            338           384
Accumulated provisions                                                    4,049         3,200
Other                                                                     2,823         4,331
                                                                     ----------    ----------
TOTAL                                                                   327,049       311,340
                                                                     ----------    ----------

Long-term debt                                                          462,778       463,616

SHAREHOLDERS' EQUITY

Preferred stock without sinking fund                                     50,381        50,381
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                                             (59)          (59)
Retained earnings                                                       222,902       222,449
                                                                     ----------    ----------
TOTAL                                                                   472,550       472,097
                                                                     ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

                    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $1,417,804    $1,350,929
                                                                     ==========    ==========
See Notes To Financial Statements.

</TABLE>
<PAGE>
                        ENTERGY MISSISSIPPI, INC.
                       SELECTED OPERATING RESULTS
           For the Three and Six Months Ended June 30, 1999
                              (Unaudited)


                                   Three Months Ended  Increase/
          Description             1999       1998     (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                     $ 70.1    $ 83.0      ($12.9)     (16)
  Commercial                        60.1      69.7        (9.6)     (14)
  Industrial                        36.7      43.5        (6.8)     (16)
  Governmental                       5.9       6.8        (0.9)     (13)
                                 -----------------------------
    Total retail                   172.8     203.0       (30.2)     (15)
  Sales for resale
     Associated companies            8.4      24.7       (16.3)     (66)
     Non-associated companies        6.6       9.1        (2.5)     (27)
  Other                              6.8      32.1       (25.3)     (79)
                                 -----------------------------
    Total                        $ 194.6   $ 268.9      ($74.3)     (28)
                                 =============================

Billed Electric Energy
 Sales (GWH):
  Residential                      1,028     1,005          23        2
  Commercial                         986       938          48        5
  Industrial                         787       790          (3)       -
  Governmental                        88        83           5        6
                                 -----------------------------
    Total retail                   2,889     2,816          73        3
  Sales for resale
     Associated companies            188       693        (505)     (73)
     Non-associated companies         89       146         (57)     (39)
                                 -----------------------------
    Total                          3,166     3,655        (489)     (13)
                                 =============================


                                  Six Months Ended     Increase/
          Description             1999       1998     (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                    $ 132.4   $ 157.9      ($25.5)     (16)
  Commercial                       115.2     132.5       (17.3)     (13)
  Industrial                        72.9      84.9       (12.0)     (14)
  Governmental                      11.6      13.2        (1.6)     (12)
                                 -----------------------------
    Total retail                   332.1     388.5       (56.4)     (15)
  Sales for resale
     Associated companies           30.3      42.0       (11.7)     (28)
     Non-associated companies       13.3      15.3        (2.0)     (13)
  Other                              1.4      28.1       (26.7)     (95)
                                 -----------------------------
    Total                        $ 377.1   $ 473.9      ($96.8)     (20)
                                 =============================

Billed Electric Energy
 Sales (GWH):
  Residential                      2,032     2,010          22        1
  Commercial                       1,875     1,774         101        6
  Industrial                       1,542     1,529          13        1
  Governmental                       170       159          11        7
                                 -----------------------------
    Total retail                   5,619     5,472         147        3
  Sales for resale
     Associated companies          1,165     1,233         (68)      (6)
     Non-associated companies        201       211         (10)      (5)
                                 -----------------------------
    Total                          6,985     6,916          69        1
                                 =============================
<PAGE>
                      ENTERGY NEW ORLEANS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the three and six months ended June 30,
1999  compared  to  the  three and six months  ended  June  30,  1998
primarily due to a decrease in operating expenses and an increase  in
other  income,  partially offset by a decrease in operating  revenues
and an increase in income taxes.

Revenues and Sales

Electric operating revenues

     The changes in electric operating revenues for the three and six
months ended June 30, 1999 are as follows:

                                  Three Months Ended   Six Months Ended
           Description           Increase/(Decrease)  Increase/(Decrease)
                                              (In Millions)

Base revenues                            ($1.7)             ($3.9)
Fuel cost recovery                        (6.2)              (9.3)
Sales volume/weather                       2.8                5.1
Other revenue (including unbilled)         3.4                4.4
Sales for resale                          (0.9)               0.7
                                         -----              -----
   Total                                 ($2.6)             ($3.0)
                                         =====              =====

Fuel cost recovery revenues

      Fuel  cost  recovery revenues do not affect net income  because
they are an increase to revenues that are offset by specific incurred
fuel costs.

      Fuel  cost  recovery revenues decreased for the three  and  six
months ended June 30, 1999 primarily due to a shift in generation mix
to lower priced fossil fuel.

Sales volume/weather

     Sales volume/weather increased for the six months ended June 30,
1999  primarily due to increased sales to commercial and governmental
customers.

Other revenue

      Other revenue for the three and six months ended June 30,  1999
increased  primarily due to a change in estimated unbilled  revenues.
The  changed  estimate  more closely aligns  the  fuel  component  of
unbilled  revenues  with  regulatory treatment.   This  increase  was
partially  offset by milder weather in 1999.  The change in  estimate
is  expected  to  affect  comparisons of quarterly  and  year-to-date
revenue  to applicable prior period amounts through the first quarter
of   2000.    Comparative  impacts  are  also  affected  by  seasonal
variations in demand.

Gas Operating Revenues

     Gas  operating revenues decreased for the three and  six  months
ended  June  30, 1999 primarily due to lower fuel prices  and  milder
weather.

<PAGE>
                      ENTERGY NEW ORLEANS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Expenses

Fuel and purchased power

      Fuel  and purchased power expenses decreased for the three  and
six  months  ended June 30, 1999 due to a shift from purchased  power
and  oil to gas because of lower gas unit prices, and due to a  plant
outage in April 1999.

      The decrease in fuel and purchased power expenses for the three
months ended June 30, 1999 was partially offset by increased recovery
of deferred fuel expenses as a result of the shift in generation mix.

      Fuel  and purchased power expenses also decreased for  the  six
months ended June 30, 1999 due to an under recovery of deferred  fuel
expenses  in  the gas operation resulting from decreased gas  revenue
coupled with increased fuel cost.

Other operation and maintenance

     Other operation and maintenance expenses decreased for the three
months  ended  June  30, 1999 primarily due to the capitalization  of
costs  associated with return to service projects for certain  fossil
plants.

     Other  operation and maintenance expense increased for  the  six
months  ended  June  30,  1999 due to an  increase  in  environmental
reserve provisions and adjustments to compensation accruals.

Amortization of rate deferrals

      Amortization of rate deferrals decreased for the three and  six
months ended June 30, 1999 primarily due to a schedule rate change in
the amortization of Grand Gulf 1 phase-in expenses.

Other

Income taxes

     For the three months ended June 30, 1999 and 1998, the effective
income  tax  rates were 39.6% and 41.0%, respectively.  For  the  six
months  ended June 30, 1999 and 1998, the effective income tax  rates
were  41.1% and 44.9%, respectively.  The decrease in tax  rates  for
the three and six months ended June 30, 1999 was primarily due to the
increase in allowance for equity funds used during construction.

<PAGE>
<TABLE>
<CAPTION>

                        ENTERGY NEW ORLEANS, INC.
                           INCOME STATEMENTS
       For the Three and Six Months Ended June 30, 1999 and 1998
                             (Unaudited)


                                                             Three Months Ended    Six Months Ended
                                                               1999      1998      1999       1998
                                                               (In Thousands)        (In Thousands)
<S>                                                          <C>       <C>       <C>        <C>
OPERATING REVENUES

Domestic electric                                            $104,404  $106,975  $184,446   $187,457
Natural gas                                                    16,882    18,132    42,897     51,312
                                                             --------  --------  --------   --------
TOTAL                                                         121,286   125,107   227,343    238,769
                                                             --------  --------  --------   --------

OPERATING EXPENSES

Operating and Maintenance:
   Fuel, fuel related expenses, and
       gas purchased for resale                                20,140    16,793    51,076     55,684
   Purchased power                                             41,464    52,067    77,916     86,829
   Other operation and maintenance                             17,293    19,944    40,272     37,086
Taxes other than income taxes                                  10,519     9,237    18,137     18,725
Depreciation and amortization                                   5,300     5,298    10,928     11,079
Other regulatory credits                                       (2,162)   (2,449)   (6,610)    (4,845)
Amortization of rate deferrals                                  6,643     8,750    12,786     16,852
                                                             --------  --------  --------   --------
TOTAL OPERATING EXPENSES                                       99,197   109,640   204,505    221,410
                                                             --------  --------  --------   --------

OPERATING INCOME                                               22,089    15,467    22,838     17,359
                                                             --------  --------  --------   --------

OTHER INCOME (DEDUCTIONS)

Allowance for equity funds used during construction               217        (9)      423         89
Gain/(loss) on sale of assets                                       -         -         -        458
Miscellaneous - net                                               559      (644)      972       (336)
                                                             --------  --------  --------   --------
TOTAL                                                             776      (653)    1,395        211
                                                             --------  --------  --------   --------

INTEREST AND OTHER CHARGES

Interest on long-term debt                                      3,319     3,430     6,638      6,859
Other interest - net                                              333       234       654        477
Allowance for borrowed funds used during construction            (156)        8      (311)       (68)
                                                             --------  --------  --------   --------
TOTAL                                                           3,496     3,672     6,981      7,268
                                                             --------  --------  --------   --------

INCOME BEFORE INCOME TAXES                                     19,369    11,142    17,252     10,302

Income taxes                                                    7,675     4,565     7,092      4,627
                                                             --------  --------  --------   --------

NET INCOME                                                     11,694     6,577    10,160      5,675

Preferred dividend requirements of subsidiaries and others        241       241       482        482
                                                             --------  --------  --------   --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                  $11,453    $6,336    $9,678     $5,193
                                                             ========  ========  ========   ========

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                        STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 1999 and 1998
                              (Unaudited)


                                                                  1999         1998
                                                                   (In Thousands)
<S>                                                               <C>          <C>
OPERATING ACTIVITIES
  Net income                                                      $10,160       $5,675
  Noncash items included in net income:
    Amortization of rate deferrals                                 12,786       16,852
    Other regulatory credits                                       (6,610)      (4,845)
    Depreciation, amortization, and decommissioning                10,928       11,079
    Deferred income taxes and investment tax credits                1,819       (2,745)
    Allowance for equity funds used during construction              (423)         (89)
    Gain/loss on sale of assets                                         -         (458)
  Changes in working capital:
    Receivables                                                    (6,185)      (7,563)
    Fuel inventory                                                  1,229        2,611
    Accounts payable                                                5,798         (885)
    Taxes accrued                                                   6,587        2,825
    Interest accrued                                                 (412)        (384)
    Deferred fuel costs                                           (12,050)      (8,061)
    Other working capital accounts                                   (718)      (6,420)
  Provision for estimated losses and reserves                      (1,568)      (2,247)
  Changes in other regulatory assets                               (7,499)      (3,577)
  Other                                                             5,956        4,538
                                                                  -------       ------
    Net cash flow provided by operating activities                 19,798        6,306
                                                                  -------       ------

INVESTING ACTIVITIES
  Construction expenditures                                       (25,718)      (7,688)
  Allowance for equity funds used during construction                 423           89
                                                                  -------       ------
    Net cash flow used in investing activities                    (25,295)      (7,599)
                                                                  -------       ------

FINANCING ACTIVITIES
    Preferred stock dividends paid                                   (723)        (482)
                                                                  -------       ------
    Net cash flow used in financing activities                       (723)        (482)
                                                                  -------       ------

Net decrease in cash and cash equivalents                          (6,220)      (1,775)

Cash and cash equivalents at beginning of period                   19,667       11,376
                                                                  -------       ------
Cash and cash equivalents at end of period                        $13,447       $9,601
                                                                  =======       ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid (received) during the period for:
    Interest - net of amount capitalized                           $7,524       $7,568
    Income taxes - net                                            ($4,644)      $4,802

See Notes to Financial Statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                   June 30, 1999 and December 31, 1998
                              (Unaudited)


                                                            1999         1998
                     ASSETS                                   (In Thousands)

<S>                                                      <C>          <C>
CURRENT ASSETS

 Cash and cash equivalents:
   Cash                                                    $3,116       $3,769
   Temporary cash investments - at cost,
    which approximates market:
     Associated companies                                   2,370        2,514
     Other                                                  7,961       13,384
                                                         --------     --------
       Total cash and cash equivalents                     13,447       19,667
                                                         --------     --------
Accounts receivable:
  Customer                                                 21,987       24,355
  Allowance for doubtful accounts                            (761)        (761)
  Associated companies                                        660          806
  Other                                                     4,484        3,835
  Accrued unbilled revenues                                24,304       16,254
                                                         --------     --------
     Total receivables                                     50,674       44,489
                                                         --------     --------
Deferred fuel costs                                        13,241        1,191
Fuel inventory - at average cost                            2,243        3,472
Materials and supplies - at average cost                    8,735        8,845
Rate deferrals                                             28,120       28,430
Prepayments and other                                       7,990        6,686
                                                         --------     --------
TOTAL                                                     124,450      112,780
                                                         --------     --------

OTHER PROPERTY AND INVESTMENTS

Investment in subsidiary companies - at equity              3,259        3,259
                                                         --------     --------

UTILITY PLANT

Electric                                                  527,837      514,685
Natural gas                                               134,246      132,568
Construction work in progress                              29,952       20,184
                                                         --------     --------
TOTAL UTILITY PLANT                                       692,035      667,437
Less - accumulated depreciation and amortization         (380,567)    (371,558)
                                                         --------     --------
UTILITY PLANT - NET                                       311,468      295,879
                                                         --------     --------

DEFERRED DEBITS AND OTHER ASSETS

Regulatory assets:
    Rate deferrals                                         23,286       35,762
    Unamortized loss on reacquired debt                     1,293        1,399
    Other regulatory assets                                29,056       21,558
Other                                                       1,269        1,267
                                                         --------     --------
TOTAL                                                      54,904       59,986
                                                         --------     --------

TOTAL ASSETS                                             $494,081     $471,904
                                                         ========     ========
See Notes to Financial Statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                   June 30, 1999 and December 31, 1998
                              (Unaudited)


                                                            1999         1998
      LIABILITIES AND SHAREHOLDERS' EQUITY                   (In Thousands)
<S>                                                      <C>          <C>
CURRENT LIABILITIES

Accounts payable:
  Associated companies                                    $17,902      $18,283
  Other                                                    17,187       11,008
Customer deposits                                          17,975       18,083
Taxes accrued                                               6,587            -
Accumulated deferred income taxes                          10,320        6,284
Interest accrued                                            4,507        4,919
Other                                                       2,126        1,782
                                                         --------     --------
TOTAL                                                      76,604       60,359
                                                         --------     --------

DEFERRED CREDITS AND OTHER LIABILITIES

Accumulated deferred income taxes                          53,608       57,214
Accumulated deferred investment tax credits                 6,635        6,894
SFAS 109 regulatory liability - net                         2,781          942
Other regulatory liabilities                                2,520        3,146
Accumulated provisions                                      7,799        9,367
Other                                                       8,559        8,116
                                                         --------     --------
TOTAL                                                      81,902       85,679
                                                         --------     --------

Long-term debt                                            169,051      169,018

SHAREHOLDERS' EQUITY

Preferred stock without sinking fund                       19,780       19,780
Common stock, $4 par value, authorized
  10,000,000 shares; issued and outstanding
  8,435,900 shares                                         33,744       33,744
Additional paid-in capital                                 36,293       36,294
Retained earnings                                          76,707       67,030
                                                         --------     --------
TOTAL                                                     166,524      156,848
                                                         --------     --------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $494,081     $471,904
                                                         ========     ========
See Notes To Financial Statements.

</TABLE>
<PAGE>
                        ENTERGY NEW ORLEANS, INC.
                        SELECTED OPERATING RESULTS
            For the Three and Six Months Ended June 30, 1999
                              (Unaudited)


                                   Three Months Ended   Increase/
          Description              1999       1998     (Decrease)     %
                                     (In Millions)
Electric Operating Revenues:
  Residential                     $ 34.4    $ 36.0       ($1.6)      (4)
  Commercial                        33.3      35.4        (2.1)      (6)
  Industrial                         5.5       6.4        (0.9)     (14)
  Governmental                      13.8      14.3        (0.5)      (3)
                                 -----------------------------
    Total retail                    87.0      92.1        (5.1)      (6)
  Sales for resale
     Associated companies            1.6       1.8        (0.2)     (11)
     Non-associated companies        2.5       3.2        (0.7)     (22)
  Other                             13.3       9.9         3.4       34
                                 -----------------------------
    Total                        $ 104.4   $ 107.0       ($2.6)      (2)
                                 =============================

Billed Electric Energy
 Sales (GWH):
  Residential                        502       481          21        4
  Commercial                         556       521          35        7
  Industrial                         127       133          (6)      (5)
  Governmental                       263       250          13        5
                                 -----------------------------
    Total retail                   1,448     1,385          63        5
  Sales for resale
     Associated companies             56        57          (1)      (2)
     Non-associated companies         49        57          (8)     (14)
                                 -----------------------------
    Total                          1,553     1,499          54        4
                                 =============================


                                  Six Months Ended     Increase/
          Description             1999       1998     (Decrease)     %
                                     (In Millions)
Electric Operating Revenues:
  Residential                     $ 59.0    $ 60.9       ($1.9)      (3)
  Commercial                        64.1      66.7        (2.6)      (4)
  Industrial                        10.8      12.3        (1.5)     (12)
  Governmental                      26.6      26.9        (0.3)      (1)
                                 -----------------------------
    Total retail                   160.5     166.8        (6.3)      (4)
  Sales for resale
     Associated companies            6.7       5.2         1.5       29
     Non-associated companies        4.5       5.3        (0.8)     (15)
  Other                             12.7      10.1         2.6       26
                                 -----------------------------
    Total                        $ 184.4   $ 187.4       ($3.0)      (2)
                                 =============================

Billed Electric Energy
 Sales (GWH):
  Residential                        866       836          30        4
  Commercial                       1,046       980          66        7
  Industrial                         242       251          (9)      (4)
  Governmental                       498       469          29        6
                                 -----------------------------
    Total retail                   2,652     2,536         116        5
  Sales for resale
     Associated companies            288       180         108       60
     Non-associated companies         96        95           1        1
                                 -----------------------------
    Total                          3,036     2,811         225        8
                                 =============================



<PAGE>
                    SYSTEM ENERGY RESOURCES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended June 30,  1999
primarily due to lower income taxes.

       Net  income decreased for the six months ended June  30,  1999
primarily  as  a result of the additional reserves recorded  for  the
potential refund of System Energy's proposed rate increase, partially
offset by lower income taxes.

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.
Operating revenues increased for the three and six months ended  June
30,  1999  due  to  the implementation of the Grand Gulf  Accelerated
Recovery  Tariff (GGART) at Entergy Arkansas and Entergy Mississippi.
The  tariff  was  designed  to  allow Entergy  Arkansas  and  Entergy
Mississippi to pay down a portion of their Grand Gulf purchased power
obligation  in  advance of the implementation of retail  access.   It
became  effective on January 1, 1999 and October 1, 1998 for  Entergy
Arkansas   and  Entergy  Mississippi,  respectively.  The  GGART   is
discussed in Note 2 to the financial statements in the Form 10K.

Expenses

Fuel expenses

      Fuel  expenses  do not affect net income because  they  are  an
increase to revenues that are offset by specific incurred fuel costs.

      Fuel expenses increased for the three and six months ended June
30,  1999  as a result of greater nuclear fuel generation  due  to  a
scheduled nuclear refueling outage in April and May 1998.

Other regulatory charges

      The  GGART does not affect net income because it is an increase
to revenues that is offset by specific incurred expenses.

      The increase in other regulatory charges for the three and  six
months  ended June 30, 1999 reflects the implementation of the  GGART
at Entergy Arkansas and Entergy Mississippi, as discussed above.

Other

Other income

      Other income increased for the three and six months ended  June
30,  1999  due to additional interest income earned on larger  short-
term cash equivalent investments.


<PAGE>
                    SYSTEM ENERGY RESOURCES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Interest charges

      Interest  on  long-term debt decreased for the  three  and  six
months  ended  June  30,  1999  as a result  of  the  refinancing  of
pollution control revenue bonds in November 1998, the redemption of a
series of first mortgage bonds in April 1999, and the refinancing  of
pollution control revenue bonds in May and June 1999.  Other interest
increased for the three and six months ended June 30, 1999 due to  an
adjustment  to  interest on the potential refund of  System  Energy's
proposed rate increase.

Income taxes

      The  effective income tax rates for the three months ended June
30,  1999  and 1998 were 31.1% and 45.2%, respectively. The effective
tax  rates  for  the six months ended June 30, 1999  were  38.8%  and
45.2%.  The decrease in 1999 was primarily due to the amortization of
investment tax credits related to Grand Gulf Unit 2.

<PAGE>
<TABLE>
<CAPTION>

                      SYSTEM ENERGY RESOURCES, INC.
                            INCOME STATEMENTS
       For the Three and Six Months Ended June 30, 1999 and 1998
                               (Unaudited)


                                                       Three Months Ended       Six Months Ended
                                                        1999         1998         1999       1998
                                                           (In Thousands)         (In Thousands)
<S>                                                   <C>         <C>           <C>        <C>
OPERATING REVENUES

Domestic electric                                      $159,505    $144,336     $300,122   $292,942
                                                       --------    --------     --------   --------
OPERATING EXPENSES

Operating and Maintenance:
   Fuel, fuel related expenses, and
      gas purchased for resale                           12,157       6,183       20,793     17,030
   Nuclear refueling outage expenses                      3,505       4,177        7,011      8,776
   Other operation and maintenance                       22,547      22,491       40,992     43,772
Decommissioning                                           4,736       4,736        9,472      9,472
Taxes other than income taxes                             6,767       6,876       13,518     13,638
Depreciation and amortization                            27,559      27,696       56,419     56,118
Other regulatory charges                                 13,540           -       29,385          -
                                                       --------    --------     --------   --------
TOTAL OPERATING EXPENSES                                 90,811      72,159      177,590    148,806
                                                       --------    --------     --------   --------

OPERATING INCOME                                         68,694      72,177      122,532    144,136
                                                       --------    --------     --------   --------

OTHER INCOME

Allowance for equity funds used during construction         648         528        1,313      1,081
Miscellaneous - net                                       4,145       2,507        8,204      5,612
                                                       --------    --------     --------   --------
TOTAL                                                     4,793       3,035        9,517      6,693
                                                       --------    --------     --------   --------

INTEREST AND OTHER CHARGES

Interest on long-term debt                               25,270      28,875       51,099     58,451
Other interest - net                                      5,891       1,614       32,642      3,267
Allowance for borrowed funds used during construction      (466)       (470)      (1,017)      (946)
                                                       --------    --------     --------   --------
TOTAL                                                    30,695      30,019       82,724     60,772
                                                       --------    --------     --------   --------

INCOME BEFORE INCOME TAXES                               42,792      45,193       49,325     90,057

Income taxes                                             13,309      20,414       19,142     40,691
                                                       --------    --------     --------   --------

NET INCOME                                              $29,483     $24,779      $30,183    $49,366
                                                       ========    ========     ========   ========

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF CASH FLOWS
                For the Six Months Ended June 30, 1999 and 1998
                                  (Unaudited)


                                                              1999        1998
                                                                (In Thousands)
<S>                                                           <C>        <C>
OPERATING ACTIVITIES
  Net income                                                  $30,183     $49,366
  Noncash items included in net income:
    Reserve for regulatory adjustments                         82,492      37,647
    Other regulatory charges                                   29,385           -
    Depreciation, amortization, and decommissioning            65,891      65,590
    Deferred income taxes and investment tax credits          (62,462)    (16,796)
    Allowance for equity funds used during construction        (1,313)     (1,081)
  Changes in working capital:
    Receivables                                               (21,918)        195
    Accounts payable                                           25,103      (9,692)
    Taxes accrued                                              45,944      (7,374)
    Interest accrued                                           (7,686)     (7,559)
    Other working capital accounts                              3,149      (9,376)
  Decommissioning trust contributions and realized
      change in trust assets                                  (11,264)    (11,528)
  Provision for estimated losses and reserves                    (228)       (501)
  Changes in other regulatory assets                           11,889      10,299
  Other                                                        12,630      (6,019)
                                                            ---------    --------
    Net cash flow provided by operating activities            201,795      93,171
                                                            ---------    --------

INVESTING ACTIVITIES
  Construction expenditures                                   (11,200)    (19,472)
  Allowance for equity funds used during construction           1,313       1,081
  Nuclear fuel purchases                                            -     (30,476)
  Proceeds from sale/leaseback of nuclear fuel                      -      30,476
                                                            ---------    --------
    Net cash flow used in investing activities                 (9,887)    (18,391)
                                                            ---------    --------

FINANCING ACTIVITIES
  Proceeds from issuance of:
     Other long-term debt                                     101,862           -
  Retirement of:
     First mortgage bonds                                     (60,000)    (60,000)
     Other long-term debt                                    (122,884)          -
    Common stock dividends paid                               (32,500)    (47,800)
                                                            ---------    --------
    Net cash flow used in financing activities               (113,522)   (107,800)
                                                            ---------    --------

Net increase (decrease) in cash and cash equivalents           78,386     (33,020)

Cash and cash equivalents at beginning of period              281,299     206,410
                                                            ---------    --------

Cash and cash equivalents at end of period                   $359,685    $173,390
                                                            =========    ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                      $70,231     $65,226
    Income taxes                                              $19,744     $54,956
  Noncash investing and financing activities
    Change in unrealized appreciation                           ($792)     $1,662
     (depreciation) of trust assets

See Notes to Financial Statements.


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

                        SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                    June 30, 1999 and December 31, 1998
                                (Unaudited)


                                                              1999          1998
                       ASSETS                                   (In Thousands)
<S>                                                        <C>           <C>
CURRENT ASSETS

 Cash and cash equivalents:
   Cash                                                           $63          $120
   Temporary cash investments - at cost,
    which approximates market:
     Associated companies                                      82,496        44,458
     Other                                                    277,126       236,721
                                                           ----------    ----------
     Total cash and cash equivalents                          359,685       281,299
                                                           ----------    ----------
Accounts receivable:
   Associated companies                                        79,861        80,713
   Other                                                       27,202         4,431
                                                           ----------    ----------
     Total receivables                                        107,063        85,144
                                                           ----------    ----------
Materials and supplies - at average cost                       62,844        62,203
Deferred nuclear refueling outage costs                         6,406        12,853
Prepayments and other                                           5,292         2,592
                                                           ----------    ----------
TOTAL                                                         541,290       444,091
                                                           ----------    ----------

OTHER PROPERTY AND INVESTMENTS

Decommissioning trust funds                                   123,754       113,282
                                                           ----------    ----------

UTILITY PLANT

Electric                                                    3,034,167     3,031,340
Property under capital lease                                  441,614       440,394
Construction work in progress                                  60,360        57,076
Nuclear fuel under capital lease                               71,302        64,621
                                                           ----------    ----------
TOTAL UTILITY PLANT                                         3,607,443     3,593,431
Less - accumulated depreciation and amortization           (1,252,532)   (1,198,266)
                                                           ----------    ----------
UTILITY PLANT - NET                                         2,354,911     2,395,165
                                                           ----------    ----------

DEFERRED DEBITS AND OTHER ASSETS

Regulatory assets:
    SFAS 109 regulatory asset - net                           208,795       221,996
    Unamortized loss on reacquired debt                        57,770        57,150
    Other regulatory assets                                   189,567       188,256
Other                                                          12,737        11,265
                                                           ----------    ----------
TOTAL                                                         468,869       478,667
                                                           ----------    ----------

TOTAL ASSETS                                               $3,488,824    $3,431,205
                                                           ==========    ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                    June 30, 1999 and December 31, 1998
                                (Unaudited)


                                                              1999          1998
                                                               (In Thousands)
        LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                        <C>           <C>
CURRENT LIABILITIES

Currently maturing long-term debt                            $102,947      $175,820
Accounts payable:
  Associated companies                                         47,186        25,975
  Other                                                        23,311        19,420
Taxes accrued                                                 122,750        76,806
Accumulated deferred income taxes                               2,542         5,022
Interest accrued                                               34,337        42,022
Obligations under capital leases                               41,835        41,835
Other                                                           1,585         1,543
                                                           ----------    ----------
TOTAL                                                         376,493       388,443
                                                           ----------    ----------

DEFERRED CREDITS AND OTHER LIABILITIES

Accumulated deferred income taxes                             452,016       506,727
Accumulated deferred investment tax credits                    94,957        96,695
Obligations under capital leases                               29,466        22,786
FERC settlement - refund obligation                            40,338        43,159
Other regulatory liabilities                                   76,373        43,309
Decommissioning                                               118,630       107,365
Regulatory reserves                                           241,779       159,287
Accumulated provisions                                          1,744         1,971
Other                                                          18,273        17,524
                                                           ----------    ----------
TOTAL                                                       1,073,576       998,823
                                                           ----------    ----------

Long-term debt                                              1,156,963     1,159,830

SHAREHOLDERS' EQUITY

  Common stock, no par value, authorized
   1,000,000 shares; issued and outstanding
   789,350 shares                                             789,350       789,350
  Retained earnings                                            92,442        94,759
                                                           ----------    ----------
TOTAL                                                         881,792       884,109
                                                           ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $3,488,824    $3,431,205
                                                           ==========    ==========
See Notes To Financial Statements.

</TABLE>
<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS
                             (Unaudited)


NOTE 1.  COMMITMENTS AND CONTINGENCIES

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

      See  "Cajun  - Coal Contracts" in Note 9 of the Form  10-K  for
information  relating to the declaratory judgment  actions  filed  by
Entergy  Gulf States in the U.S. Bankruptcy Court in which the  Cajun
bankruptcy  case  is pending.  The appeals of the bankruptcy  judge's
rulings  in the declaratory judgment actions have been stayed pending
a  resolution of the plan of reorganization confirmation  process  in
the bankruptcy case.

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

      See  Note  9  in  the  Form 10-K for information  on  Entergy's
estimated construction expenditures (excluding nuclear fuel) for  the
years  1999,  2000, and 2001 and long-term debt and  preferred  stock
maturities  and cash sinking fund requirements for the  period  1999-
2001.

Sales Warranties and Indemnities  (Entergy Corporation)

      See  Note  9  in  the  Form  10-K for  information  on  certain
warranties made by Entergy or its subsidiaries in the Entergy  London
and CitiPower sales transactions.

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  in  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  1,
ANO 2, River Bend, Waterford 3, and Grand Gulf 1.

      In  July  1999,  Entergy's non-utility nuclear  power  business
purchased  the 670 MW Pilgrim Nuclear Station (Pilgrim)  from  Boston
Edison (BECO).  As discussed in the Form 10-K, the Price-Anderson Act
assessment  exposure  for  Pilgrim  is  $88.1  million  per   nuclear
incident.   With  the  addition  of Pilgrim,  the  private  insurance
program  providing coverage for worker tort claims discussed  in  the
Form  10-K  provides for a maximum assessment of approximately  $18.6
million  for  Entergy's six nuclear units.  Pilgrim  is  insured  for
$1.15  billion  in  property  damages under  the  insurance  programs
discussed  in the Form 10-K.  Pilgrim's assessment maximum under  the
property damage and replacement power/business interruption insurance
programs discussed in the Form 10-K is $7.3 million.  The spent  fuel
storage  facility at Pilgrim is expected to provide storage  capacity
until  approximately 2003.  The facility will be modified to  provide
sufficient  capacity  through approximately 2012.   As  part  of  the
Pilgrim  purchase,  BECO  has funded a $471  million  decommissioning
trust  fund, which based on Entergy's estimate is adequate  to  cover
future decomissioning costs.

ANO Matters  (Entergy Corporation and Entergy Arkansas)

      See  Note  9 to the financial statements in the Form  10-K  for
information on cracks in a number of steam generator tubes at  ANO  2
that were discovered and repaired during an outage in March 1992, and
the  replacement of the steam generators scheduled in 2000.   Further
inspections  and repairs were conducted at subsequent  refueling  and
mid-cycle outages, including the most recent outage in February 1999.

Environmental Issues

(Entergy Gulf States)

      Entergy  Gulf  States  has  been designated  as  a  potentially
responsible  party (PRP) for the cleanup 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 June 30, 1999, a remaining recorded liability  of
approximately  $20 million existed relating to the clean  up  of  the
remaining  sites at which Entergy Gulf States has been  designated  a
PRP.   See "Environmental Regulation" in Item 1 of Part I of the Form
10-K  for  additional discussion of Entergy Gulf States environmental
clean-up activity and related litigation.

(Entergy Louisiana and Entergy New Orleans)

      During  1993, the Louisiana Department of Environmental Quality
(LDEQ)  issued  new  rules  for  solid  waste  regulation,  including
regulation of wastewater impoundments.  Entergy Louisiana and Entergy
New  Orleans  have  determined  that certain  of  their  power  plant
wastewater impoundments were affected by these regulations and  chose
to  upgrade or close them.  Cumulative expenditures relating  to  the
upgrades and closures of wastewater impoundments were $7.1 million as
of  June  30, 1999.  At June 30, 1999, remaining recorded liabilities
in the amount of $5.4 million and $0.5 million existed for wastewater
upgrades  and closures for Entergy Louisiana and Entergy New Orleans,
respectively.  Completion of this work is pending LDEQ approval.

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,   which   were
refinanced  in  1997.   Entergy Louisiana may  be  obligated  to  pay
amounts sufficient to permit the Owner Participants to withdraw  from
these  lease  transactions.  Additionally, Entergy Louisiana  may  be
required to assume the outstanding bonds issued by the Owner  Trustee
under  these  leases  to  finance, in part, its  acquisition  of  the
undivided interests in Waterford 3.  See Note 10 to the Form 10-K for
further information.

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

      Entergy  Corporation, Entergy Arkansas,  Entergy  Gulf  States,
Entergy Louisiana, and Entergy New Orleans are defendants in numerous
lawsuits   filed  by  former  employees  asserting  that  they   were
wrongfully terminated and/or discriminated against due to age,  race,
and/or  sex.   Entergy  Corporation, Entergy Arkansas,  Entergy  Gulf
States,  Entergy  Louisiana, and Entergy New Orleans  are  vigorously
defending  these  suits  and deny any liability  to  the  plaintiffs.
However, no assurance can be given as to the outcome of these cases.

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 June 30, 1999.  See Note 9  to
the Form 10-K for further information.

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

      In  addition to those discussed above, Entergy and the domestic
utility  companies are involved in a number of legal proceedings  and
claims in the ordinary course of their business.  While management is
unable  to predict the outcome of such litigation, it is not expected
that  the  ultimate resolution of these matters will have a  material
adverse  effect  on results of operations, cash flows,  or  financial
condition of these entities.


NOTE 2.  RATE AND REGULATORY MATTERS

Retail Rate Proceedings

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

     Entergy Arkansas' rate schedules include an Energy Cost Recovery
Rider  to recover the costs of fuel and purchased energy costs.   The
rider  utilizes  projected energy costs for the  twelve-month  period
commencing  on April 1 of each year to develop an energy  cost  rate,
which  is  redetermined annually and includes  a  true-up  adjustment
reflecting the over-recovery or under-recovery of the energy cost for
the prior calendar year.

      In March 1999, Entergy Arkansas filed its annually redetermined
energy  cost  rate with the APSC in accordance with the  Energy  Cost
Recovery  Rider  formula  and  special circumstance  agreement.   The
filing  reflected that an increase was warranted to offset an  under-
recovery  of  the energy costs for 1998.  The increased  energy  cost
rate is effective April 1999 through March 2000.

      See  Note  2  to  the Form 10-K for information  regarding  the
settlement agreement filed with the APSC and the establishment  of  a
transition  cost  account.   The estimated  transition  cost  account
reserve  recorded for Entergy Arkansas in 1998 was adjusted  in  June
1999  as a result of the final 1998 APSC order on the transition cost
account for a negative net income impact of $.9 million.  The results
of  operations  reflect these charges in operating expenses.   As  of
June 30, 1999, the transition cost account balance was $94.6 million.

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

     Previous  developments and information related to  Entergy  Gulf
States'  retail rate proceedings are presented in Note 2 to the  Form
10-K.

    In  June  1999,  the  PUCT  issued  its final order approving the
settlement  agreement  that  Entergy  Gulf  States  had entered  into
in February 1999.  On July 20, 1999,  intervenor  Office   of  Public
Utility Counsel (OPC)  filed  a  motion  for  rehearing,   addressing
limited portions  of  the  discussion included  in  the final  order.
On August 5, 1999,  the  PUCT voted  not to hear the OPC's motion for
rehearing.  The  OPC  then  filed  a  notice  to  withdraw  from  the
settlement alleging that the PUCT order was not materially consistent
with  the settlement agreement and that the withdrawal  rendered  the
agreement  null  and  void.  The  PUCT  is  expected to  consider the
matter  in  mid-August.   Entergy  Gulf  States  cannot  predict  the
impact   of  OPC's   notice  to  withdraw  on  this proceeding.   The
settlement  agreement  resolves  the  pending  appeal of Entergy Gulf
States' 1996 rate proceedings as well as  its 1998  rate  proceedings
and  all   of   the   settling  parties'  pending  appeals  in  other
matters, except  for  the  appeal  in  the  River  Bend  abeyed  cost
recovery  proceeding.  The  settlement  agreement  provides  for  the
following:

     o an annual $4.2 million base rate reduction, effective March 1,
       1999, which is in addition to the annual $69 million base rate
       reduction (net of River Bend accounting order deferrals) in the
       PUCT's second order on rehearing in October 1998;
     o a methodology for semi-annual revisions of the fixed fuel factor
       based on the market price of natural gas;
     o a base rate freeze through June 1, 2000;
     o amortization of the remaining River Bend accounting  order
       deferrals as of January 1, 1999, over three years on a straight-line
       basis, provided that such accounting order deferrals shall not be
       recognized  in any subsequent base rate case or stranded  cost
       calculation;
     o the dismissal of all pending appeals of the settling parties
       relating to Entergy Gulf States' proceedings with the PUCT, except
       the River Bend appeal discussed in Note 2 to the Form 10-K; and
     o the potential recovery in the River Bend appeal is limited to
       $115  million net plant in service as of January 1, 2002, less
       depreciation over the remaining life of the plant beginning January
       1, 2002 through the date the plant costs are included in rate base,
       provided that any such recovery shall not be used to increase rates
       above the level agreed to in the settlement agreement.

     As  a  result of the settlement agreement, in June 1999, Entergy
Gulf States

     o removed a $207.3 million deferred debit and the associated
       provision recorded for unrecovered purchased power costs and deferred
       revenue from Nelson Industrial Steam Company from its balance sheet,
       which had no net income impact on Entergy Gulf States;
     o removed the reserve for River Bend plant costs held in abeyance
       and reduced the plant asset, resulting in other income of $4.8
       million; and
     o removed the $93.9 million reserve for the amortization of River
       Bend  accounting  order deferrals to reflect  the  three  year
       amortization schedule detailed in the agreement.  The income impact
       of this removal was largely offset by an increase in the rate of
       amortization of the accounting order deferrals.

     In  December  1998,  the  PUCT issued  an  order  approving  the
implementation of a revised fixed fuel factor and fuel and  purchased
power  surcharge  that would result in increased  revenues  of  $42.4
million  annually  and recovery of $112.1 million of  under-recovered
fuel  costs,  inclusive of interest, over a 24-month  period.   These
increases  were  implemented in the first billing cycle  in  February
1999.  In March 1999, North Star Steel Texas, Inc. and certain cities
served by Entergy Gulf States appealed the PUCT's order to the  State
District  Court in Travis County, Texas.  Entergy Gulf States  cannot
predict  the  outcome  of such appeals, although  these  cities  have
agreed  to  dismiss  their  appeal upon approval  of  the  settlement
agreement described above.

     Based on the settlement agreement discussed above, Entergy  Gulf
States  has  adopted  a methodology for calculating  its  fixed  fuel
factor  based  on the market price of natural gas.  This  calculation
and  any necessary adjustments to the fuel factor will be made  semi-
annually effective March 1, 1999.  The calculation for March 1,  1999
showed  that the fuel factor adopted in the December 1998 PUCT  order
discussed  above should be reduced.  This fuel factor  reduction  was
approved by the PUCT in February 1999.  The amounts at issue in  this
proceeding  will  be  the subject of fuel reconciliation  proceedings
before  the  PUCT,  including  a fuel reconciliation  case  filed  by
Entergy Gulf States on July 15, 1999, in which the PUCT will consider
the  reasonableness of Entergy Gulf States' fuel and purchased  power
expenses  incurred  between  July 1,  1996  and  February  28,  1999.
Management   cannot  predict  the  ultimate  outcome  of   the   fuel
reconciliation proceedings.

     In  June 1999, the PUCT instituted a proceeding to consider  the
final  adjustment of the rate refunds that were ordered in the PUCT's
October  1998 second order on rehearing described in Note  2  to  the
Form  10-K.  These refunds were required to occur over the  fourteen-
month  period of August 1998 through September 1999.  The PUCT issued
an  order  on  July  16, 1999 adopting a methodology  which  requires
Entergy  Gulf  States  to  refund  approximately  an  additional  $24
million.  This refund was recorded in the second quarter of 1999  and
is   reflected  as  a  reduction  in  operating  revenues.    Further
proceedings before the PUCT will be required to determine the precise
amount of the refund.

Filings with the LPSC  (Entergy Corporation, Entergy Gulf States  and
Entergy Louisiana)

      In  September 1996, the LPSC completed the second phase of  its
review  of Entergy Gulf States' fuel costs, which covered the  period
October 1991 through December 1994.  In October 1996, the LPSC issued
an  order  requiring a $34.2 million refund.  The refund  includes  a
disallowance  of $14.3 million of capital costs (including  interest)
related  to certain gas transportation and storage facilities,  which
were  recovered through the fuel clause, and which have been refunded
pursuant  to  the October 1996 LPSC Settlement.  Entergy Gulf  States
will  be permitted to recover these costs in the future through  base
rates.   Subsequently, Entergy Gulf States appealed and  received  an
injunction  to stay this order, except insofar as the order  required
the  $14.3  million  refund.  In January 1999, the Louisiana  Supreme
Court  affirmed  the LPSC's October 1996 order.    Pursuant  to  this
decision,  Entergy  Gulf  States expects  to  refund  $26.2  million,
including  interest,  in  the  third  quarter  of  1999.   Management
reserved for this refund in 1998 in connection with estimates of  the
probable  outcome of this proceeding and the annual earnings  reviews
discussed in Note 2 to the Form 10-K.

     In  March  1999, the LPSC deferred making a decision on  whether
electric   industry   restructuring  is  in  the   public   interest.
Anticipating  that retail competition will be in the public  interest
at some future date, the LPSC approved the development of a Louisiana
specific  plan for possible future implementation.  The  LPSC  staff,
outside  consultants, and counsel were directed to work  together  to
analyze  and resolve outstanding issues and recommend a plan for  the
implementation of retail competition for consideration by the LPSC on
or  before  January  1, 2001.  Once the Louisiana  specific  plan  is
presented  to  the  LPSC,  and  if  it  is  determined  that   retail
competition  is  in  the  public interest, the  LPSC  staff,  outside
consultants,  counsel,  and industry members will  work  together  to
refine  the submitted plan in order that it can be implemented  at  a
future date.

     In  April  1999, Entergy Louisiana submitted its  fourth  annual
performance-based formula rate plan filing for the  1998  test  year.
The  filing indicated that a $20.7 million base rate reduction  might
be  appropriate,  for implementation on August  2,  1999.   Based  on
Entergy  Louisiana's  filing  and on  subsequent  comments  filed  by
Entergy  Louisiana,  the  LPSC  staff,  and  other  parties,  Entergy
Louisiana  implemented an interim  rate  reduction   of approximately
$15.0  million,  effective  August  1,  1999.   Entergy   Louisiana's
filing  will then be subject to further  review  by  the LPSC,  which
may  result  in  an   additional  change  in  rates.   No  procedural
schedule has been established by the LPSC.

     Also  in  April  1999, the Louisiana Supreme  Court  rendered  a
decision  in  the second post-Merger earnings review of Entergy  Gulf
States.   Previous  developments and information related  to  Entergy
Gulf States' post-Merger earnings reviews are presented in Note 2  to
the  financial  statements to the Form 10-K.   In  this  most  recent
decision,  the  Louisiana Supreme Court decided in favor  of  Entergy
Gulf  States on two of the issues raised in its appeal, one of  which
will  reduce the refund that Entergy Gulf States will be required  to
make  from $9.6 million to $6.0 million.  The case has been  remanded
to   the   LPSC,  and  management  is  continuing  to  evaluate   the
implications of this decision.

      In May 1999, Entergy Gulf States filed its sixth required post-
Merger  earnings analysis with the LPSC. This filing will be  subject
to review by the LPSC, which may result in a change in rates.

      In  June 1999, Entergy Gulf States recorded an additional  $8.8
million reserve for management's updated estimates of the outcomes of
the  annual earnings reviews and fuel cost review in Louisiana.  This
reserve is reflected as a reduction of Entergy Gulf States' operating
revenues.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

       In  March  1999,  Entergy  Mississippi  submitted  its  annual
performance-based formula rate plan filing for the  1998  test  year.
In  April 1999, the MPSC issued an order approving a prospective rate
reduction of $13.3 million.  This rate reduction went into effect May
1,  1999.   In June 1999, Entergy Mississippi revised its March  1999
filing to include a portion of refinanced long-term debt not included
in the original filing.  This revision resulted in an additional rate
reduction of approximately $1.5 million, effective July 1999.

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

      In  April  1999, Entergy New Orleans filed, in compliance  with
directives  of  the Council, a plan that would allow for  gas  retail
open  access in New Orleans.  The plan outlines the conditions  under
which Entergy New Orleans could support retail open access should the
Council  find  it in the public interest.  It is anticipated  that  a
hearing  process  on the public interest issue will be  completed  by
December 1999.

Proposed Rate Increase  (System Energy)

     As reported in the Form 10-K, System Energy filed an application
with  FERC in 1995 requesting a rate increase of $65.5 million.   The
rate  increase  was put into effect, subject to refund,  in  December
1995.  After holding hearings in 1996, a FERC ALJ found that portions
of  System Energy's request should be rejected, including a  proposed
increase  in return on common equity from 11% to 13% and a  requested
change  in  decommissioning cost methodology.  The ALJ recommended  a
decrease  in  the return on common equity from 11% to 10.86%.   Other
portions of System Energy's request for a rate increase were approved
by  the  ALJ.   All of the ALJ's findings are advisory,  and  may  be
accepted,  modified or rejected by FERC in a final  order.   No  such
order has been forthcoming.

      If  the FERC were to approve the ALJ's findings, System  Energy
would  be  required  to make a refund of money  collected  under  its
proposed  tariff in the amount of $212 million as of June  30,  1999,
together  with interest in the amount of $29.8 million.  As  of  June
30,  1999,  System Energy has provided reserves for such  refund  and
interest  thereon in the aggregate amount of $241.8 million.   It  is
not certain when FERC may issue a final order in this rate proceeding
or  whether  FERC will accept, modify, or reject the ALJ's  findings.
Although  management believes that the reserves discussed  above  are
adequate   to  reflect  the  probable  outcome  of  this  proceeding,
additional reserves or write-offs could be required in the future.


NOTE 3.  COMMON STOCK (Entergy Corporation)

      During  the six months ended June 30, 1999, Entergy Corporation
repurchased 505,550 shares of common stock in the open market.  These
shares   will  be  used  to  fulfill  the  requirements  of   various
compensation  and benefit plans.  Entergy Corporation issued  585,398
shares  of  its previously repurchased common stock to satisfy  stock
options exercised and employee stock purchases.  In addition, Entergy
Corporation  received proceeds of  $3.8 million from the issuance  of
125,330  shares  of common stock under its dividend reinvestment  and
stock purchase plan.

     In addition, on July 30, 1999, the Board approved the commitment
of  up  to  $750 million in funds towards the repurchase  of  Entergy
common stock.  These purchases will be made on a discretionary basis,
utilizing internal funds.


NOTE 4.  LONG-TERM DEBT

(Entergy Mississippi)

     On July 1, 1999 Entergy Mississippi redeemed, prior to maturity,
Pollution  Control Revenue Bonds totaling $30 million with rates  and
maturity  dates of 7.625% due 2012, 9.0% and 9.5% due 2013, and  9.5%
due  2014.  Proceeds from the issuance on May 28, 1999 of $30 million
of Pollution Control Revenue Refunding Bonds, accruing interest at  a
variable  rate,  initially  3.25%, due  2022,  were  used  for  these
redemptions.

(Entergy Louisiana)

      On July 6, 1999, Entergy Louisiana redeemed, prior to maturity,
$115  million  of  8.25% Pollution Control Revenue  Bonds  due  2014.
Proceeds  from  the  issuance on June 25,  1999  of  $55  million  of
Pollution  Control Revenue Refunding Bonds, accruing  interest  at  a
rate  of 4.85% per annum for the first three years, due 2030 and  $60
million  of  Pollution  Control  Revenue  Refunding  Bonds,  accruing
interest at a variable rate, initially 3.75%, due 2030 were used  for
this redemption.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

      On  July  30,  1999, Entergy Corporation's Board  of  Directors
declared  a  common  stock dividend of $.30  per  share,  payable  on
September 1, 1999, to holders of record on August 11, 1999.


NOTE 6.   BUSINESS SEGMENT INFORMATION  (Entergy Corporation)

      See  Note 14 to the financial statements in the Form  10-K  for
information  regarding  Entergy's  adoption  of  SFAS  131  and   its
operating segments.  Entergy's segment financial information for  the
three  months  ended  June  30, 1999  and  1998  is  as  follows  (in
thousands):
<TABLE>
<CAPTION>
                                 Domestic     Power      Entergy   CitiPower*   All Other*  Eliminations  Consolidated
                                Utility and Marketing    London*
                                  System       and
                                  Energy     Trading*
1999
<S>                              <C>          <C>        <C>          <C>          <C>         <C>          <C>
Operating Revenues               $1,646,026   $669,027   $      -     $      -      $9,638      ($8,287)    $2,316,404
                                 -------------------------------------------------------------------------------------
Operating Expenses:
  Fuel & gas purch. for resale      391,581    101,630          -            -      (2,340)           -        490,871
  Purchased power                   134,380    547,921          -            -        (273)      (5,201)       676,827
  Nuclear refueling outages          17,135          -          -            -           -            -         17,135
  Other operation & maint.          333,614     17,776          -            -      52,847       (3,531)       400,706
  Deprec, amort. & decomm.          185,514      1,205          -            -       1,220            -        187,939
  Taxes other than income            82,097        215          -            -         741            -         83,053
  Other regulatory credits           (2,845)         -          -            -           -            -         (2,845)
  Amort. of rate deferrals           88,767          -          -            -           -            -         88,767
                                 -------------------------------------------------------------------------------------
     Total oper. expenses         1,230,243    668,747          -            -      52,195       (8,732)     1,942,453
                                 -------------------------------------------------------------------------------------
Operating Income                    415,783        280          -            -     (42,557)         445        373,951
Other Income (Deductions)            18,562        716          -            -      59,442         (590)        78,130
Interest Charges                    151,574        (49)         -            -       4,510         (145)       155,890
                                 -------------------------------------------------------------------------------------
Income Before Income Taxes          282,771      1,045          -            -      12,375            -        296,191
Income Taxes                        107,903      1,187          -            -     (22,657)           -         86,433
                                 -------------------------------------------------------------------------------------
Net Income (Loss)                  $174,868      ($142)  $      -   $        -     $35,032    $       -       $209,758
                                 =====================================================================================
1998
Operating Revenues               $1,542,426   $389,142   $479,001      $85,771     $23,837     ($11,363)    $2,508,814
                                 -------------------------------------------------------------------------------------
Operating Expenses:
  Fuel & gas purch. for resale      311,216     18,632          -            -      (1,994)           -        327,854
  Purchased power                   189,401    318,229    296,339       27,623     (14,498)      (8,830)       808,264
  Nuclear refueling outages          21,015          -          -            -           -            -         21,015
  Other operation & maint.          331,690     14,410     73,179       23,921      60,283       (2,978)       500,505
  Deprec, amort. & decomm.          189,473      1,290     35,275        7,031      12,020            -        245,089
  Taxes other than income            82,005        305          -        7,341         667            -         90,318
  Other regulatory credits          (25,017)         -          -            -           -            -        (25,017)
  Amort. of rate deferrals           68,076          -          -            -           -            -         68,076
                                 -------------------------------------------------------------------------------------
     Total oper. expenses         1,167,859    352,866    404,793       65,916      56,478      (11,808)     2,036,104
                                 -------------------------------------------------------------------------------------
Operating Income                    374,567     36,276     74,208       19,855     (32,641)         445        472,710
Other Income (Deductions)             7,850      2,080      8,818          136       3,282         (684)        21,482
Interest Charges                    136,566         94     49,568       13,758      11,884         (239)       211,631
                                 -------------------------------------------------------------------------------------
Income Before Income Taxes          245,851     38,262     33,458        6,233     (41,243)           -        282,561
Income Taxes                         99,988     14,972     10,409        1,916     (60,703)           -         66,582
                                 -------------------------------------------------------------------------------------
Net Income (Loss)                  $145,863    $23,290    $23,049       $4,317     $19,460    $       -       $215,979
                                 =====================================================================================


     Entergy's segment financial information for the six months ended
June 30, 1999 is as follows:

                                Domestic     Power      Entergy  CitiPower*   All Other*  Eliminations  Consolidated
                                Utility    Marketing    London*
                               and System     and
                                 Energy    Trading*
1999
Operating Revenues             $2,932,729  $1,013,465   $      -   $       -     $21,734     ($11,602)   $3,956,326
                               ------------------------------------------------------------------------------------
Operating Expenses:
  Fuel & gas purch. for resale    736,178     160,006          -           -      (2,340)           -       893,844
  Purchased power                 215,728     842,234          -           -        (273)      (7,063)    1,050,626
  Nuclear refueling outages        36,820           -          -           -           -            -        36,820
  Other operation & maint.        651,640      31,785          -           -      90,609       (5,696)      768,338
  Deprec, amort. & decomm.        377,672       2,328          -           -       4,981            -       384,981
  Taxes other than income         164,393         399          -           -       1,329            -       166,121
  Other regulatory credits        (18,970)          -          -           -           -            -       (18,970)
  Amort. of rate deferrals         97,180           -          -           -           -            -        97,180
                               ------------------------------------------------------------------------------------
     Total oper. expenses       2,260,641   1,036,752          -           -      94,306      (12,759)    3,378,940
                               ------------------------------------------------------------------------------------
Operating Income                  672,088     (23,287)         -           -     (72,572)       1,157       577,386
Other Income (Deductions)          29,675       1,983          -           -      93,887       (1,469)      124,076
Interest Charges                  276,822        (113)         -           -      10,795         (312)      287,192
                               ------------------------------------------------------------------------------------
Income Before Income Taxes        424,941     (21,191)         -           -      10,520            -       414,270
Income Taxes                      167,497      (7,036)         -           -     (28,855)           -       131,606
                               ------------------------------------------------------------------------------------
Net Income (Loss)                $257,444    ($14,155)   $     -     $     -     $39,375    $       -      $282,664
                               ====================================================================================
1998
Operating Revenues             $2,923,472    $657,558 $1,029,791    $157,501     $69,169     ($15,585)   $4,821,906
                               ------------------------------------------------------------------------------------
Operating Expenses:
  Fuel & gas purch. for resale    651,477      27,334          -           -      (1,994)           -       676,817
  Purchased power                 326,750     569,475    663,235      54,010     (14,498)     (12,034)    1,586,938
  Nuclear refueling outages        43,689           -          -           -           -            -        43,689
  Other operation & maint.        649,340      21,485    167,365      33,071     117,373       (4,441)      984,193
  Deprec, amort. & decomm.        383,362       2,540     69,020      14,442      28,183            -       497,547
  Taxes other than income         169,103         510          -      15,121       1,378            -       186,112
  Other regulatory credits        (59,783)          -          -           -           -            -       (59,783)
  Amort. of rate deferrals        148,176           -          -           -           -            -       148,176
                               ------------------------------------------------------------------------------------
     Total oper. expenses       2,312,114     621,344    899,620     116,644     130,442      (16,475)    4,063,689
                               ------------------------------------------------------------------------------------
Operating Income                  611,358      36,214    130,171      40,857     (61,273)         890       758,217
Other Income (Deductions)          25,887       4,224     17,557         145       8,921       (1,330)       55,404
Interest Charges                  275,603          94     97,142      28,339      21,869         (440)      422,607
                               ------------------------------------------------------------------------------------
Income Before Income Taxes        361,642      40,344     50,586      12,663     (74,221)           -       391,014
Income Taxes                      151,776      15,827     15,660       2,491     (70,773)           -       114,981
                               ------------------------------------------------------------------------------------
Net Income (Loss)                $209,866     $24,517    $34,926     $10,172     ($3,448)    $      -      $276,033
                               ====================================================================================
</TABLE>


      Businesses  marked with * are referred to as  the  "competitive
businesses,"  with  the  exception of  the  parent  company,  Entergy
Corporation,  which  is  also included in  the  "All  Other"  column.
Reconciling items are principally intersegment activity.

                 __________________________________


     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 reclassification of 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 the domestic utility companies and System Energy  is
subject  to  seasonal  fluctuations with the peak  periods  occurring
during  the  third  quarter.  The results  for  the  interim  periods
presented  should  not be used as a basis for estimating  results  of
operations for a full year.

                ENTERGY CORPORATION AND SUBSIDIARIES
                     PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

      See  "PART I, Item 1, Other Regulation and Litigation"  in  the
Form  10-K  for a discussion of legal proceedings affecting  Entergy.
Set  forth  below  are updates to the information  contained  in  the
Form 10-K.

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

      See  "Cajun  - Coal Contracts" in Note 9 of the Form  10-K  for
information  relating to the declaratory judgment  actions  filed  by
Entergy  Gulf  States and the counterclaims filed by the  defendants.
See  "Cajun - Coal Contracts" in Note 1 herein for developments  that
have occurred since the filing of the Form 10-K.

Catalyst Technologies, Inc.  (Entergy Corporation)

      See  "Catalyst Technologies, Inc." in Item 1 of Part I  of  the
Form  10-K for information relating to the lawsuit filed by  Catalyst
Technologies,  Inc.  This proceeding was dismissed in March  1999  in
accordance with the settlement agreement discussed in the Form 10-K.

Ratepayer  Lawsuits   (Entergy Corporation,  Entergy  Louisiana,  and
Entergy New Orleans)

      See  "Ratepayer Lawsuits" in Item 1 of Part I of the Form  10-K
and  in Item 1 of Part II of the 1999 first quarter Form 10-Q  for  a
discussion of the lawsuits filed by ratepayers with the LPSC  and  in
Louisiana state courts in Orleans and East Baton Rouge Parishes.

      The  plaintiffs in the fuel adjustment clause proceeding before
the  LPSC have filed testimony in which they purport to quantify many
of  their  claims in an amount totaling $488 million, plus  interest.
Entergy  Louisiana believes that this case is without  merit  and  is
vigorously defending itself in the lawsuit.

      The  plaintiffs  in  the fuel adjustment  clause  case  against
Entergy New Orleans, Entergy Corporation, Entergy Services, Inc.  and
Entergy  Power,  Inc. pending in state court in Orleans  Parish  have
filed  a  similar complaint with the New Orleans City Council against
the  same  defendants  named in the state court  case.   Entergy  New
Orleans  believes that this case is without merit and  is  vigorously
defending itself in the lawsuit.

Fiber  Optic  Cable  Litigation  (Entergy Corporation,  Entergy
Gulf States)

      See "Fiber Optic Cable Litigation" in Item 1 of Part II of the
1999 first quarter Form 10-Q for information relating to the lawsuit
filed  by  a  group of property owners against Entergy  Corporation,
Entergy Gulf States, Entergy Services, and ETHC.

Franchise Service Area Litigation  (Entergy Gulf States)

      See "Franchise Service Area Litigation" in Item 1 of Part 1  of
the  Form  10-K  for  information relating to the  request  filed  by
Beaumont  Power and Light Company (BP&L) with the PUCT  to  obtain  a
certificate  of  convenience  and necessity  for  those  portions  of
Jefferson County outside the boundaries of any municipality for which
Entergy Gulf States provides retail electric service.  In March  1999
in  a  similar  proceeding involving Corpus  Christi  Power  &  Light
Company  (CCP&L), the ALJ issued an interim order finding that  CCP&L
has not demonstrated that it is a public utility.  The PUCT's General
Counsel  and CCP&L have filed appeals of the interim order,  and  the
appeal was heard by the PUCT in April 1999.  CCP&L has filed, at  the
request  of the PUCT, a list of assets it intends to own and  operate
as  an  electric  utility.   The BP&L proceeding  is  abated  pending
resolution of this phase of the CCP&L proceeding.

Litigation  Environment   (Entergy  Corporation,  Entergy   Arkansas,
Entergy  Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy
New Orleans, and System Energy)

      The  four  states  in  which Entergy and the  domestic  utility
companies operate, and in particular Louisiana and Texas, have proven
to  be  unusually  litigious  environments.   Judges  and  juries  in
Louisiana  and Texas have demonstrated a willingness to  grant  large
verdicts,  including  punitive damages,  to  plaintiffs  in  personal
injury,  property damage, and business tort cases.  Entergy uses  all
means  appropriate to contest litigation threatened or filed  against
it, but the litigation environment in the states referred to poses  a
significant business risk.

Environmental Matters  (Entergy Louisiana and Entergy New Orleans)

      Entergy  New Orleans is currently involved in the stabilization
and  abatement of asbestos containing material at the A. B.  Paterson
Generating  Plant,  located in New Orleans, Louisiana.   Entergy  has
notified  the  Louisiana Department of Environmental Quality  of  its
intent  to  repair and remove insulation and machinery gaskets.   On-
site abatement of gaskets and insulating material is scheduled to  be
completed  during  the  third quarter of  1999.   The  cost  incurred
through June 30, 1999 is approximately $1.1 million, and future costs
are  not  expected to exceed the existing provision of  approximately
$1.1 million.

      During  1993,  the  LDEQ  issued  new  rules  for  solid  waste
regulation, including regulation of wastewater impoundments.  Entergy
Louisiana  and  Entergy New Orleans have determined that  certain  of
their  power  plant  wastewater impoundments were affected  by  these
regulations and have chosen to upgrade or close them.  As a result, a
remaining  recorded  liability in the  amount  of  $5.4  million  for
Entergy  Louisiana  and $500,000 for Entergy New Orleans  existed  at
June  30,  1999 for wastewater upgrades and closures.  Completion  of
this work is awaiting the LDEQ's approval.

Ice Storm Litigation  (Entergy Corporation and Entergy Gulf States)

      In  January  1997, a group of Entergy Gulf States customers  in
Texas  filed  a  lawsuit  against Entergy Corporation,  Entergy  Gulf
States,  and  other Entergy subsidiaries in state court in  Jefferson
County,  Texas  purportedly  on behalf of  all  Entergy  Gulf  States
customers in Texas who sustained outages in a January 1997 ice storm.
The  lawsuit  alleges  that Entergy failed to properly  maintain  its
electrical  distribution system and respond to the  ice  storm.   The
district  court  certified  the class in  April  1999.   Entergy  has
appealed the class certification, and is vigorously defending  itself
in  the lawsuit.  Entergy believes that the lawsuit is without merit.
A  similar  lawsuit was filed in Louisiana in 1997,  in  which  class
certification was denied.

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

Election of Board of Directors

                         Entergy Corporation

      The annual meeting of stockholders of Entergy Corporation  was
held  on  May  14, 1999.  The following matters were  voted  on  and
received  the  specified  number of votes  for,  abstentions,  votes
withheld (against), and broker non-votes:

1.   Election of Directors:

                                                                    Broker Non-
Name of Nominee           Votes For    Abstentions   Votes Withheld    Votes

W. Frank Blount           211,606,931     N/A         3,033,455         N/A
John A. Cooper, Jr.       211,627,403     N/A         3,012,983         N/A
George W. Davis           211,505,984     N/A         3,134,402         N/A
Norman C. Francis         211,519,801     N/A         3,120,585         N/A
J. Wayne Leonard          208,600,306     N/A         6,040,080         N/A
Robert v.d. Luft          211,596,589     N/A         3,043,797         N/A
Kinnaird R. McKee         211,522,279     N/A         3,118,107         N/A
Thomas F. McLarty, III    208,060,960     N/A         6,579,426         N/A
Paul W. Murrill           211,467,129     N/A         3,173,257         N/A
James R. Nichols          211,597,601     N/A         3,042,785         N/A
Eugene H. Owen            211,583,650     N/A         3,056,736         N/A
John N. Palmer, Sr.       211,677,291     N/A         2,963,095         N/A
D. H. Reilley             208,580,920     N/A         6,059,466         N/A
Wm. Clifford Smith        211,642,696     N/A         2,997,690         N/A
Bismark A. Steinhagen     211,653,251     N/A         2,987,135         N/A


2.     Stockholder   proposal  that  Entergy   discontinue   bonuses
immediately  and  discontinue  the use  of  options,  rights,  stock
appreciation  rights,  etc.,  after  termination  of  any   existing
programs  for top management: 186,828,055 votes against;  15,234,036
broker non-votes; 10,314,168 votes for; and 2,264,127 abstentions.

3.    Stockholder  proposal that beginning with  fiscal  year  2000,
Entergy   policy  shall  be  to  tie  at  least  half  of  Executive
Management's  compensation  to the amount  of  common  stockholder's
dividend  paid out each year: 185,955,883 votes against;  15,224,046
broker non-votes; 11,468,143 votes for; and 1,992,314 abstentions.

4.    Stockholder  proposal  that Entergy  be  compelled  to  resume
issuing  Quarterly Stockholders Reports: 189,041,197 votes  against;
15,175,042  broker  non-votes; 7,661,850 votes  for;  and  2,762,297
abstentions.

5.    Ratify  the  appointment  of independent  public  accountants,
PricewaterhouseCoopers LLP for the year 1999: 212,809,750 votes for;
916,286 votes against; 914,350 abstentions; and broker non-votes are
not applicable.

(Entergy Arkansas)

      A consent in lieu of the annual meeting of common stockholders
was  executed on July 7, 1999.  The consent was signed on behalf  of
Entergy Corporation, the holder of all issued and outstanding shares
of  common stock.  The common stockholder, by such consent,  elected
the  following  individuals to serve as directors  constituting  the
Board of Directors of Entergy Arkansas: Thomas J. Wright, Donald  C.
Hintz, and C. John Wilder.

(Entergy Gulf States)

      A consent in lieu of the annual meeting of common stockholders
was  executed on July 7, 1999.  The consent was signed on behalf  of
Entergy Corporation, the holder of all issued and outstanding shares
of  common stock.  The common stockholder, by such consent,  elected
the  following  individuals to serve as directors  constituting  the
Board  of Directors of Entergy Gulf States: Jerry D. Jackson, Joseph
F. Domino, Donald C. Hintz, and C. John Wilder.

(Entergy Louisiana)

      A consent in lieu of the annual meeting of common stockholders
was  executed on July 7, 1999.  The consent was signed on behalf  of
Entergy Corporation, the holder of all issued and outstanding shares
of  common stock.  The common stockholder, by such consent,  elected
the  following  individuals to serve as directors  constituting  the
Board of Directors of Entergy Louisiana: Jerry D. Jackson, Donald C.
Hintz, and C. John Wilder.

(Entergy Mississippi)

      A consent in lieu of the annual meeting of common stockholders
was  executed on July 7, 1999.  The consent was signed on behalf  of
Entergy Corporation, the holder of all issued and outstanding shares
of  common stock.  The common stockholder, by such consent,  elected
the  following  individuals to serve as directors  constituting  the
Board of Directors of Entergy Mississippi: Carolyn C. Shanks, Donald
C. Hintz, and C. John Wilder.

(Entergy New Orleans)

      A consent in lieu of the annual meeting of common stockholders
was  executed on July 7, 1999.  The consent was signed on behalf  of
Entergy Corporation, the holder of all issued and outstanding shares
of  common stock.  The common stockholder, by such consent,  elected
the  following  individuals to serve as directors  constituting  the
Board  of Directors of Entergy New Orleans: Daniel F. Packer, Donald
C. Hintz, and C. John Wilder.

(System Energy)

      A consent in lieu of the annual meeting of common stockholders
was  executed on July 30, 1999.  The consent was signed on behalf of
Entergy Corporation, the holder of all issued and outstanding shares
of  common stock.  The common stockholder, by such consent,  elected
the  following  individuals to serve as directors  constituting  the
Board  of Directors of System Energy: Jerry W. Yelverton, Donald  C.
Hintz, and C. John Wilder.


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,             June 30,
                       1994  1995  1996   1997    1998    1999

 Entergy Arkansas      2.32  2.56  2.93   2.54   2.63      2.49
 Entergy Gulf States   (b)-  1.86  1.47   1.42   1.40      1.62
 Entergy Louisiana     2.91  3.18  3.16   2.74   3.18      3.91
 Entergy Mississippi   2.12  2.92  3.40   2.98   3.04      2.23
 Entergy New Orleans   1.91  3.93  3.51   2.70   2.59      3.02
 System Energy         1.23  2.07  2.21   2.31   2.52      2.00


                        Ratios of Earnings to Combined Fixed Charges
                                    and Preferred Dividends
                                     Twelve Months Ended
                                    December 31,              June 30,
                           1994  1995  1996    1997    1998    1999

 Entergy Arkansas          1.97  2.12  2.44    2.24   2.28      2.19
 Entergy Gulf States (a)   (b)-  1.54  1.19    1.23   1.20      1.41
 Entergy Louisiana         2.43  2.60  2.64    2.36   2.75      3.43
 Entergy Mississippi       1.81  2.51  2.95    2.69   2.73      2.00
 Entergy New Orleans       1.73  3.56  3.22    2.44   2.36      2.75

(a)  "Preferred  Dividends" in the case of Entergy  Gulf  States
     also include dividends on preference stock.

(b)  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) -    Thirteenth  Supplemental Indenture, dated as  of  May  1,
               1999,  to  Entergy  Mississippi's Mortgage  and  Deed  of
               Trust, dated as of February 1, 1988 (filed as Exhibit  A-
               2(c)  to  Rule 24 Certificate dated May 12, 1999 in  File
               No. 70-8719).

**   4(b) -    Fourteenth  Supplemental Indenture, dated as  of  May  1,
               1999,  to  Entergy  Mississippi's Mortgage  and  Deed  of
               Trust, dated as of February 1, 1988 (filed as Exhibit  A-
               3(a)  to  Rule 24 Certificate dated June 8, 1999 in  File
               No. 70-8719).

**   4(c)      Fifty-fourth Supplemental Indenture, dated as of June  1,
               1999,  to Entergy Louisiana's Mortgage and Deed of Trust,
               dated  as  of April 1, 1944 (filed as Exhibit  A-3(a)  to
               Rule  24  Certificate dated July 6, 1999 in File No.  70-
               9141).

     27(a) -   Financial  Data  Schedule  for  Entergy  Corporation  and
               Subsidiaries as of June 30, 1999.

     27(b) -   Financial Data Schedule for Entergy Arkansas as  of  June
               30, 1999.

     27(c) -   Financial  Data Schedule for Entergy Gulf  States  as  of
               June 30, 1999.

     27(d) -   Financial Data Schedule for Entergy Louisiana as of  June
               30, 1999.

     27(e) -   Financial  Data  Schedule for Entergy Mississippi  as  of
               June 30, 1999.

     27(f) -   Financial  Data Schedule for Entergy New  Orleans  as  of
               June 30, 1999.

     27(g) -   Financial Data Schedule for System Energy as of June  30,
               1999.

     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's Computation of Ratios of Earnings  to
               Fixed  Charges and of Earnings to Combined Fixed  Charges
               and Preferred Dividends, as defined.

     99(d) -   Entergy  Mississippi's 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,  1998,
               portions of which are incorporated herein by reference as
               described elsewhere in this document (filed with the  SEC
               in  File Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0-320, 0-
               5807, and 1-9067, respectively).

**   99(h) -   Quarterly  Reports  on Form 10-Q of Entergy  Corporation,
               Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
               Entergy  Mississippi,  Entergy New  Orleans,  and  System
               Energy for the quarter ended March 31, 1999, 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  June  30, 1999, 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 June 30, 1999.

**   Incorporated herein by reference as indicated.


     (b)   Reports on Form 8-K

     Entergy Corporation and Entergy Gulf States

           A  Current Report on Form 8-K, dated April 27,  1999,
           was  filed  with the SEC on April 27, 1999, reporting
           information under Item 5. "Other Events".

           A  Current  Report on Form 8-K, dated July 23,  1999,
           was  filed  with the SEC on July 23, 1999,  reporting
           information under Item 5. "Other Events".


<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/ Nathan E. Langston
                                      Nathan E. Langston
                         Vice President and Chief Accounting Officer
                               (For each Registrant and for each as
                                   Principal Accounting Officer)


Date:  August 13, 1999









<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Corporation and Subsidiaries financial statements for the quarter ended June
30, 1999 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   15,170,927
<OTHER-PROPERTY-AND-INVEST>                  1,280,234
<TOTAL-CURRENT-ASSETS>                       4,083,332
<TOTAL-DEFERRED-CHARGES>                     2,549,239
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                              23,083,732
<COMMON>                                         2,470
<CAPITAL-SURPLUS-PAID-IN>                    4,632,526
<RETAINED-EARNINGS>                          2,640,373
<TOTAL-COMMON-STOCKHOLDERS-EQ>               7,223,933
                          305,850
                                    488,454
<LONG-TERM-DEBT-NET>                         6,458,758
<SHORT-TERM-NOTES>                              60,593
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  411,297
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    252,717
<LEASES-CURRENT>                               176,247
<OTHER-ITEMS-CAPITAL-AND-LIAB>               7,705,883
<TOT-CAPITALIZATION-AND-LIAB>               23,083,732
<GROSS-OPERATING-REVENUE>                    3,956,326
<INCOME-TAX-EXPENSE>                           131,606
<OTHER-OPERATING-EXPENSES>                   3,378,940
<TOTAL-OPERATING-EXPENSES>                   3,378,940
<OPERATING-INCOME-LOSS>                        577,386
<OTHER-INCOME-NET>                             124,076
<INCOME-BEFORE-INTEREST-EXPEN>                 701,462
<TOTAL-INTEREST-EXPENSE>                       287,192
<NET-INCOME>                                   282,664
                     20,706
<EARNINGS-AVAILABLE-FOR-COMM>                  261,958
<COMMON-STOCK-DIVIDENDS>                       144,059
<TOTAL-INTEREST-ON-BONDS>                      319,456
<CASH-FLOW-OPERATIONS>                         555,550
<EPS-BASIC>                                     1.06
<EPS-DILUTED>                                     1.06




</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Arkansas, Inc. financial statements for the quarter ended June 30, 1999
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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,831,868
<OTHER-PROPERTY-AND-INVEST>                    343,765
<TOTAL-CURRENT-ASSETS>                         411,154
<TOTAL-DEFERRED-CHARGES>                       438,918
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,025,705
<COMMON>                                           470
<CAPITAL-SURPLUS-PAID-IN>                      590,134
<RETAINED-EARNINGS>                            514,731
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,105,335
                           80,000
                                    116,350
<LONG-TERM-DEBT-NET>                         1,127,404
<SHORT-TERM-NOTES>                                 667
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                      340
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     84,410
<LEASES-CURRENT>                                63,679
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,447,520
<TOT-CAPITALIZATION-AND-LIAB>                4,025,705
<GROSS-OPERATING-REVENUE>                      699,160
<INCOME-TAX-EXPENSE>                            16,559
<OTHER-OPERATING-EXPENSES>                     606,788
<TOTAL-OPERATING-EXPENSES>                     606,788
<OPERATING-INCOME-LOSS>                         92,372
<OTHER-INCOME-NET>                               6,587
<INCOME-BEFORE-INTEREST-EXPEN>                  98,959
<TOTAL-INTEREST-EXPENSE>                        42,460
<NET-INCOME>                                    39,940
                      4,824
<EARNINGS-AVAILABLE-FOR-COMM>                   35,116
<COMMON-STOCK-DIVIDENDS>                         8,200
<TOTAL-INTEREST-ON-BONDS>                       41,712
<CASH-FLOW-OPERATIONS>                         102,600
<EPS-BASIC>                                        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 June 30, 1999
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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    4,140,619
<OTHER-PROPERTY-AND-INVEST>                    414,600
<TOTAL-CURRENT-ASSETS>                         612,462
<TOTAL-DEFERRED-CHARGES>                       557,259
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               5,724,940
<COMMON>                                       114,055
<CAPITAL-SURPLUS-PAID-IN>                    1,152,575
<RETAINED-EARNINGS>                            223,940
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,490,570
                          120,850
                                    201,444
<LONG-TERM-DEBT-NET>                         1,632,264
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   46,025
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    102,280
<LEASES-CURRENT>                                34,859
<OTHER-ITEMS-CAPITAL-AND-LIAB>               2,096,648
<TOT-CAPITALIZATION-AND-LIAB>                5,724,940
<GROSS-OPERATING-REVENUE>                      970,362
<INCOME-TAX-EXPENSE>                            30,459
<OTHER-OPERATING-EXPENSES>                     847,744
<TOTAL-OPERATING-EXPENSES>                     847,744
<OPERATING-INCOME-LOSS>                        122,618
<OTHER-INCOME-NET>                               9,780
<INCOME-BEFORE-INTEREST-EXPEN>                 132,398
<TOTAL-INTEREST-EXPENSE>                        72,684
<NET-INCOME>                                    30,459
                      8,666
<EARNINGS-AVAILABLE-FOR-COMM>                   21,793
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                       72,247
<CASH-FLOW-OPERATIONS>                          81,784
<EPS-BASIC>                                        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 June 30, 1999
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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    3,301,787
<OTHER-PROPERTY-AND-INVEST>                    129,272
<TOTAL-CURRENT-ASSETS>                         499,502
<TOTAL-DEFERRED-CHARGES>                       352,292
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,282,853
<COMMON>                                     1,088,900
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                            152,649
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,239,228
                          105,000
                                    100,500
<LONG-TERM-DEBT-NET>                         1,168,410
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  231,985
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     32,545
<LEASES-CURRENT>                                32,539
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,372,646
<TOT-CAPITALIZATION-AND-LIAB>                4,282,853
<GROSS-OPERATING-REVENUE>                      857,736
<INCOME-TAX-EXPENSE>                            76,742
<OTHER-OPERATING-EXPENSES>                     612,469
<TOTAL-OPERATING-EXPENSES>                     612,469
<OPERATING-INCOME-LOSS>                        245,267
<OTHER-INCOME-NET>                               3,072
<INCOME-BEFORE-INTEREST-EXPEN>                 248,339
<TOTAL-INTEREST-EXPENSE>                        56,739
<NET-INCOME>                                   114,858
                      5,048
<EARNINGS-AVAILABLE-FOR-COMM>                  109,810
<COMMON-STOCK-DIVIDENDS>                        31,900
<TOTAL-INTEREST-ON-BONDS>                       76,443
<CASH-FLOW-OPERATIONS>                         139,045
<EPS-BASIC>                                        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 June 30, 1999
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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,081,543
<OTHER-PROPERTY-AND-INVEST>                     12,560
<TOTAL-CURRENT-ASSETS>                         140,860
<TOTAL-DEFERRED-CHARGES>                       182,841
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               1,417,804
<COMMON>                                       199,326
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                            222,902
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 422,169
                                0
                                     50,381
<LONG-TERM-DEBT-NET>                           462,778
<SHORT-TERM-NOTES>                              21,027
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   30,000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                        338
<LEASES-CURRENT>                                    92
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 431,019
<TOT-CAPITALIZATION-AND-LIAB>                1,417,804
<GROSS-OPERATING-REVENUE>                      377,080
<INCOME-TAX-EXPENSE>                             5,701
<OTHER-OPERATING-EXPENSES>                     344,230
<TOTAL-OPERATING-EXPENSES>                     344,230
<OPERATING-INCOME-LOSS>                         32,850
<OTHER-INCOME-NET>                               3,858
<INCOME-BEFORE-INTEREST-EXPEN>                  36,708
<TOTAL-INTEREST-EXPENSE>                        19,770
<NET-INCOME>                                    11,237
                      1,685
<EARNINGS-AVAILABLE-FOR-COMM>                    9,552
<COMMON-STOCK-DIVIDENDS>                         9,100
<TOTAL-INTEREST-ON-BONDS>                       22,648
<CASH-FLOW-OPERATIONS>                          34,895
<EPS-BASIC>                                        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 June 30, 1999
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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      311,468
<OTHER-PROPERTY-AND-INVEST>                      3,259
<TOTAL-CURRENT-ASSETS>                         124,450
<TOTAL-DEFERRED-CHARGES>                        54,904
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 494,081
<COMMON>                                        33,744
<CAPITAL-SURPLUS-PAID-IN>                       36,293
<RETAINED-EARNINGS>                             76,707
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 146,744
                                0
                                     19,780
<LONG-TERM-DEBT-NET>                           169,051
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 158,506
<TOT-CAPITALIZATION-AND-LIAB>                  494,081
<GROSS-OPERATING-REVENUE>                      227,343
<INCOME-TAX-EXPENSE>                             7,092
<OTHER-OPERATING-EXPENSES>                     204,505
<TOTAL-OPERATING-EXPENSES>                     204,505
<OPERATING-INCOME-LOSS>                         22,838
<OTHER-INCOME-NET>                               1,395
<INCOME-BEFORE-INTEREST-EXPEN>                  24,233
<TOTAL-INTEREST-EXPENSE>                         6,981
<NET-INCOME>                                    10,160
                        482
<EARNINGS-AVAILABLE-FOR-COMM>                    9,678
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                        7,524
<CASH-FLOW-OPERATIONS>                          19,798
<EPS-BASIC>                                        0
<EPS-DILUTED>                                        0




</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from System
Energy Resources, Inc. financial statements for the quarter ended June 30,
1999 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,354,911
<OTHER-PROPERTY-AND-INVEST>                    123,754
<TOTAL-CURRENT-ASSETS>                         541,290
<TOTAL-DEFERRED-CHARGES>                       468,869
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               3,488,824
<COMMON>                                       789,350
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                             92,442
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 881,792
                                0
                                          0
<LONG-TERM-DEBT-NET>                         1,156,963
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  102,947
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     29,466
<LEASES-CURRENT>                                41,835
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,275,821
<TOT-CAPITALIZATION-AND-LIAB>                3,488,824
<GROSS-OPERATING-REVENUE>                      300,122
<INCOME-TAX-EXPENSE>                            19,142
<OTHER-OPERATING-EXPENSES>                     177,590
<TOTAL-OPERATING-EXPENSES>                     177,590
<OPERATING-INCOME-LOSS>                        122,532
<OTHER-INCOME-NET>                               9,517
<INCOME-BEFORE-INTEREST-EXPEN>                 132,049
<TOTAL-INTEREST-EXPENSE>                        82,724
<NET-INCOME>                                    30,183
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   30,183
<COMMON-STOCK-DIVIDENDS>                        32,500
<TOTAL-INTEREST-ON-BONDS>                       70,231
<CASH-FLOW-OPERATIONS>                         201,795
<EPS-BASIC>                                        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


                                                                                                        12 months
                                                             1994     1995     1996      1997     1998   June-99

<S>                                                        <C>      <C>       <C>      <C>       <C>      <C>
Fixed charges, as defined:
  Total Interest Charges                                   $110,814 $115,337  $106,716 $104,165  $96,685  $93,992
  Interest applicable to rentals                             19,140   18,158    19,121   17,529   15,511   16,159
                                                           ------------------------------------------------------
Total fixed charges, as defined                             129,954  133,495   125,837  121,694  112,196  110,151

Preferred dividends, as defined (a)                          23,234   27,636    24,731   16,073   16,763   15,048
                                                           ------------------------------------------------------

Combined fixed charges and preferred dividends, as defined $153,188 $161,131  $150,568 $137,767 $128,959 $125,199
                                                           ======================================================
Earnings as defined:

  Net Income                                               $142,263 $136,666  $157,798 $127,977 $110,951 $105,301
  Add:
    Provision for income taxes:
       Total                                                 29,220   72,081    84,445   59,220   71,374   58,932
    Fixed charges as above                                  129,954  133,495   125,837  121,694  112,196  110,151
                                                           ------------------------------------------------------

Total earnings, as defined                                 $301,437 $342,242  $368,080 $308,891 $294,521 $274,384
                                                           ======================================================

Ratio of earnings to fixed charges, as defined                 2.32     2.56      2.93     2.54     2.63     2.49
                                                           ======================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                               1.97     2.12      2.44     2.24     2.28     2.19
                                                           ======================================================


- ------------------------
(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


                                                                                                                        12 months
                                                                        1994      1995      1996      1997      1998    June 1999
<S>                                                                    <C>       <C>       <C>       <C>       <C>       <C>
Fixed charges, as defined:
  Total Interest charges                                               $204,134  $200,224  $193,890  $180,073  $178,220  $170,517
  Interest applicable to rentals                                         21,539    16,648    14,887    15,747    16,927    17,041
                                                                       ----------------------------------------------------------

Total fixed charges, as defined                                         225,673   216,872   208,777   195,820   195,147   187,558

Preferred dividends, as defined (a)                                      52,210    44,651    48,690    30,028    32,031    27,376
                                                                       ----------------------------------------------------------

Combined fixed charges and preferred dividends, as defined             $277,883  $261,523  $257,467  $225,848  $227,178  $214,934
                                                                       ==========================================================
Earnings as defined:

Income (loss) from continuing operations before extraordinary items and
  the cumulative effect of accounting changes                          ($82,755) $122,919   ($3,887)  $59,976   $46,393   $67,336
  Add:
    Income Taxes                                                        (62,086)   63,244   102,091    22,402    31,773    49,064
    Fixed charges as above                                              225,673   216,872   208,777   195,820   195,147   187,558
                                                                       ----------------------------------------------------------

Total earnings, as defined (b)                                          $80,832  $403,035  $306,981  $278,198  $273,313  $303,958
                                                                       ==========================================================

Ratio of earnings to fixed charges, as defined                             0.36      1.86      1.47      1.42      1.40      1.62
                                                                       ==========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                           0.29      1.54      1.19      1.23      1.20      1.41
                                                                       ==========================================================

(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


                                                                                                              12 months
                                                              1994      1995      1996      1997      1998     June 99
<S>                                                          <C>       <C>       <C>       <C>       <C>       <C>
Fixed charges, as defined:
Total Interest                                               $136,444  $136,901  $132,412  $128,900  $122,890  $118,219
  Interest applicable to rentals                                8,332     9,332    10,601     9,203     9,564     8,877
                                                             ----------------------------------------------------------
Total fixed charges, as defined                               144,776   146,233   143,013   138,103   132,454   127,096

Preferred dividends, as defined (a)                            29,171    32,847    28,234    22,103    20,925    18,075
                                                             ----------------------------------------------------------

Combined fixed charges and preferred dividends, as defined   $173,947  $179,080  $171,247  $160,206  $153,379  $145,171
                                                             ==========================================================
Earnings as defined:

  Net Income                                                 $213,839  $201,537  $190,762  $141,757  $179,487  $230,882
  Add:
    Provision for income taxes:
Total Taxes                                                    63,288   117,114   118,559    98,965   109,104   139,385
    Fixed charges as above                                    144,776   146,233   143,013   138,103   132,454   127,096
                                                             ----------------------------------------------------------
Total earnings, as defined                                   $421,903  $464,884  $452,334  $378,825  $421,045  $497,363
                                                             ==========================================================

Ratio of earnings to fixed charges, as defined                   2.91      3.18      3.16      2.74      3.18      3.91
                                                             ==========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                 2.43      2.60      2.64      2.36      2.75      3.43
                                                             ==========================================================


- ------------------------
(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

                                                                                                              12 months
                                                               1994      1995     1996      1997      1998    June 1999
<S>                                                            <C>      <C>       <C>       <C>       <C>      <C>
Fixed charges, as defined:
  Total Interest                                               $52,764  $51,635   $48,007   $45,274   $40,927  $39,773
  Interest applicable to rentals                                 1,716    2,173     2,165     1,947     1,864    2,145
                                                              --------------------------------------------------------

Total fixed charges, as defined                                 54,480   53,808    50,172    47,221    42,791   41,918

Preferred dividends, as defined (a)                              9,447    9,004     7,610     5,123     4,878    4,861
                                                              --------------------------------------------------------
Combined fixed charges and preferred dividends, as defined     $63,927  $62,812   $57,782   $52,344   $47,669  $46,779
                                                              ========================================================

Earnings as defined:

  Net Income                                                   $48,779  $68,667   $79,210   $66,661   $59,268  $35,797
  Add:
    Provision for income taxes:
    Total income taxes                                          12,476   34,877    41,107    26,744    28,031   15,770
    Fixed charges as above                                      54,480   53,808    50,172    47,221    42,791   41,918
                                                              --------------------------------------------------------

Total earnings, as defined                                    $115,735 $157,352  $170,489  $140,626  $130,090  $93,485
                                                              ========================================================

Ratio of earnings to fixed charges, as defined                    2.12     2.92      3.40      2.98      3.04     2.23
                                                              ========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                  1.81     2.51      2.95      2.69      2.73     2.00
                                                              ========================================================


- ------------------------
(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


                                                                                                              12 months
                                                              1994      1995      1996      1997      1998    June 1999
<S>                                                          <C>        <C>       <C>       <C>       <C>       <C>
Fixed charges, as defined:
  Total Interest                                              $18,272   $17,802   $16,304   $15,287   $14,792   $14,748
  Interest applicable to rentals                                1,245       916       831       911     1,045     1,173
                                                              ---------------------------------------------------------
Total fixed charges, as defined                                19,517    18,718    17,135    16,198    15,837    15,921

Preferred dividends, as defined (a)                             2,071     1,964     1,549     1,723     1,566     1,592
                                                              ---------------------------------------------------------

Combined fixed charges and preferred dividends, as defined    $21,588   $20,682   $18,684   $17,921   $17,403   $17,513
                                                              =========================================================
Earnings as defined:

  Net Income                                                  $13,211   $34,386   $26,776   $15,451   $15,172   $19,657
  Add:
    Provision for income taxes:
     Total                                                      4,600    20,467    16,216    12,142    10,042    12,507
    Fixed charges as above                                     19,517    18,718    17,135    16,198    15,837    15,921
                                                              ---------------------------------------------------------

Total earnings, as defined                                    $37,328   $73,571   $60,127   $43,791   $41,051   $48,085
                                                              =========================================================

Ratio of earnings to fixed charges, as defined                   1.91      3.93      3.51      2.70      2.59      3.02
                                                              =========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                 1.73      3.56      3.22      2.44      2.36      2.75
                                                              =========================================================


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

(b) Earnings for the twelve months ended December 31, 1991 include the $90
    million effect of the 1991 NOPSI Settlement.

</TABLE>


<TABLE>
<CAPTION>

                                                                      Exhibit 99(f)

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


                                                                                                     12 months
                                                     1994      1995      1996      1997      1998    June 1999

<S>                                                 <C>       <C>       <C>       <C>       <C>       <C>
Fixed charges, as defined:
  Total Interest                                    $176,504  $151,512  $143,720  $128,653  $116,060  $138,083
  Interest applicable to rentals                       7,546     6,475     6,223     6,065     5,189     5,539
                                                    ----------------------------------------------------------
Total fixed charges, as defined                     $184,050  $157,987  $149,943  $134,718  $121,249  $143,622
                                                    ==========================================================
Earnings as defined:
  Net Income                                          $5,407   $93,039   $98,668  $102,295  $106,476   $87,293
  Add:
    Provision for income taxes:
      Total                                           36,838    75,493    82,121    74,654    77,263    55,714
    Fixed charges as above                           184,050   157,987   149,943   134,718   121,249   143,622
                                                    ----------------------------------------------------------
Total earnings, as defined                          $226,295  $326,519  $330,732  $311,667  $304,988  $286,629
                                                    ==========================================================
Ratio of earnings to fixed charges, as defined          1.23      2.07      2.21      2.31      2.52      2.00
                                                    ==========================================================



</TABLE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission