ENTERGY ARKANSAS INC
10-Q, 1999-11-12
ELECTRIC SERVICES
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___________________________________________________________________________
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              FORM 10-Q


(Mark One)
   X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended September 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 October 31, 1999
Entergy Corporation      ($0.01 par value)        241,282,570

      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
Reports  on  Form 10-Q for the quarters ended March 31, 1999 and  June  30,
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
                            September 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                      8
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                 13
     Consolidated Statements of Income                     19
     Consolidated Statements of Cash Flows                 20
     Consolidated Balance Sheets                           22
     Statements of Consolidated Retained Earnings
       and Comprehensive Income                            24
     Selected Operating Results                            25
  Entergy Arkansas, Inc.:
     Results of Operations                                 26
     Income Statements                                     29
     Statements of Cash Flows                              31
     Balance Sheets                                        32
     Selected Operating Results                            34
  Entergy Gulf States, Inc.:
     Results of Operations                                 35
     Income Statements                                     39
     Statements of Cash Flows                              41
     Balance Sheets                                        42
     Selected Operating Results                            44
  Entergy Louisiana, Inc.:
     Results of Operations                                 45
     Income Statements                                     47
     Statements of Cash Flows                              49
     Balance Sheets                                        50
     Selected Operating Results                            52
  Entergy Mississippi, Inc.:
     Results of Operations                                 53
     Income Statements                                     55
     Statements of Cash Flows                              57
     Balance Sheets                                        58
     Selected Operating Results                            60
  Entergy New Orleans, Inc.:
     Results of Operations                                 61
     Income Statements                                     64
     Statements of Cash Flows                              65
     Balance Sheets                                        66
     Selected Operating Results                            68
  System Energy Resources, Inc.:
     Results of Operations                                 69
     Income Statements                                     71
     Statements of Cash Flows                              73
     Balance Sheets                                        74
Notes to Financial Statements for Entergy Corporation
  and Subsidiaries                                         76
Part II:
  Item 1.  Legal Proceedings                               86
  Item 4.  Submission of Matters to a Vote of Security
            Holders                                        87
  Item 5.  Other Information                               88
  Item 6.  Exhibits and Reports on Form 8-K                89
Signature                                                  91


<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 on 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 on 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
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
Unit Power Sales
 Agreement               Agreement,  dated as of June 10, 1982, as  amended
                         and  approved  by  FERC, among  Entergy  Arkansas,
                         Entergy  Louisiana,  Entergy Mississippi,  Entergy
                         New  Orleans, and System Energy, relating  to  the
                         sale  of  capacity and energy from System Energy's
                         share of Grand Gulf 1
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 nine months  ended  September
30, 1999 and 1998 was as follows:

                            Nine Months Ended   Nine Months Ended
     Company                September 30, 1999  September 30, 1998
                                        (In Millions)

     Entergy Corporation          $962.9             $1,272.6
     Entergy Arkansas             $217.7             $  295.5
     Entergy Gulf States          $206.8             $  323.8
     Entergy Louisiana            $299.0             $  256.9
     Entergy Mississippi          $103.3             $  104.1
     Entergy New Orleans          $ 47.3             $   33.3
     System Energy                $109.9             $  194.1

     Entergy's consolidated cash flow from operations decreased compared to
1998  primarily  due to the completion of rate phase-in plans  and  adverse
rate  activity at certain of the domestic utility companies and a  decrease
in cash provided 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 provided by competitive businesses was  $2.9
million for the nine months ended September 30, 1999.  For the nine  months
ended  September  30,  1998,  the competitive  businesses  provided  $202.8
million to operating cash flow.  This change was primarily due to the sales
in  December  1998 of London Electricity and CitiPower, which had  provided
positive operating cash flow in 1998 but contributed no operating cash flow
in 1999.

      The  decrease  in  operating cash flow provided  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  net income for the power marketing and trading businesses through
        September 1999 compared to a net loss through September 1998, which
        caused this business to provide operating cash flow in 1999 whereas
        it 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 nine
months ended September 30, 1998.  The decrease was primarily caused by:

     o  the maturity in August 1999 of the notes receivable purchased with
        the net proceeds from the sale of London Electricity.  The $956.4
        million in proceeds from the sale of London Electricity were
        partially reinvested in other temporary investments consisting of
        U.S. dollar denominated commercial paper; and
     o  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.

     The   decrease   was   partially  offset  by  increased   construction
expenditures.    The   increased  expenditures  were   primarily   due   to
construction  of  the Saltend and Damhead Creek power plants  by  Entergy's
global  power  development  business,  spending  on  customer  service  and
reliability improvements by the domestic utility companies, and the  return
to service of generation plants at Entergy Arkansas, Entergy Louisiana, and
Entergy New Orleans.

Financing Activities

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

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

     These uses were partially offset by:

     o  borrowings  under  the  credit facilities  associated  with  the
        construction of the Saltend and Damhead Creek power plants by Entergy's
        global power development business;
     o  a reduction in the amount of debt retirements at Entergy Arkansas; and
     o  a reduction in dividend payments made by Entergy Corporation in 1999
        compared to 1998.

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.

<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


     Entergy's sources of funds 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 nine months ended September 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 $431.5 million from
the domestic utility companies and System Energy.

      As  of  September 30, 1999, the status of Entergy's short-term credit
facilities is as follows:

     o  Entergy Corporation had no borrowings outstanding under a $250 million
        bank credit facility that was amended and restated in September 1999.
     o  The Entergy Corporation and ETHC joint $50 million bank line of credit
        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 previously outstanding under this line.
     o  The external bank 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, which expired on August 25,
        1999.

      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 September 30,  1999,  only
Entergy  Louisiana,  Entergy  Mississippi,  and  Entergy  New  Orleans  had
borrowings  outstanding  from  the money pool,  in  the  amounts  of  $92.2
million, $11.1 million, and $4.6 million, respectively.  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 either by the SEC  or
by  state  or local utility regulators.  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  or  monthly  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.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


      Entergy's global power development business is currently constructing
two combined cycle gas turbine merchant power plants in the UK.  Saltend, a
1,200  MW  combined  cycle  gas  turbine  plant,  will  provide  steam  and
electricity  to BP Chemicals' nearby complex with the remaining electricity
to  be  sold  into  the  national  power pool.   Originally  scheduled  for
commercial  operation in January 2000, Saltend's completion,  according  to
the construction contractor, will slip into early second quarter 2000.  The
second  plant is an 800 MW facility known as Damhead Creek.  It is expected
to begin commercial operation in fourth quarter 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.  In October 1999, Entergy's  global
power development business announced it is considering bids for up to a 50%
interest in Saltend.

     Entergy's global power development business has several other projects
in  various  stages  of  development.   These  include  the  Fairfield  and
Riverside  projects.   Fairfield,  a planned  1,000MW  combined  cycle  gas
turbine  merchant  power plant to be constructed in  Fairfield,  Texas,  is
adjacent to Entergy Gulf States' service territory. Riverside is a  planned
500MW  combined  cycle gas turbine cogeneration plant to be constructed  in
Lake  Charles,  Louisiana.   Riverside is  expected  to  be  owned  50%  by
Entergy's  global  power  development business and  50%  by  an  industrial
customer of Entergy.

      In October 1999, Entergy's global power development business obtained
an  option  to  acquire  from GE Power Systems twenty-four  GE7FA  advanced
technology gas turbines and four steam turbines for $1.9 billion and  eight
GE7EA  advanced technology gas turbines for $160 million for delivery  from
2001  through  2004.   The  acquisitions  will  include  long-term  service
agreements.   Four  of the gas turbines are expected  to  be  used  in  the
Fairfield  project,  and the remainder are expected to  be  used  in  other
future generation projects.  Management anticipates that the acquisition of
these  turbines  will be funded by a combination of cash on  hand,  project
financing,  and  other external financing.  Payments  scheduled  for  these
acquisitions  include  $53  million in the fourth  quarter  1999  and  $269
million in 2000.

      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.  The purchase price was funded with proceeds
from  the  sales  of  non-regulated businesses.  As  part  of  the  Pilgrim
purchase, BECO funded a $471 million decommissioning trust fund, which  was
transferred  to an Entergy subsidiary.  After a favorable tax determination
regarding the trust fund, Entergy has agreed to return $43 million  of  the
trust  fund  to BECO subsequent to September 30, 1999.  Based on  Entergy's
estimate  the trust fund is adequate to cover future decommissioning  costs
for the Pilgrim plant.  Further discussion of this acquisition can be found
in  Note  1  to  the financial statements in this report and  in  "Part  I,
Item 1, Other Businesses" in the Form 10-K.

      Entergy's non-utility nuclear power business will continue to  pursue
the acquisition of additional nuclear power plants.  In November 1999, this
business  entered  into  exclusive negotiations with  the  New  York  Power
Authority (NYPA) for a ninety day period with regard to the potential  sale
of  NYPA's  James  A. FitzPatrick 800 MW nuclear power plant  located  near
Oswego,  New  York  and NYPA's Indian Point 3 980 MW  nuclear  power  plant
located in Westchester County, New York.


<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 regulation by the SEC under PUHCA.   Absent  SEC
approval, the aggregate amount that Entergy, but not its non-regulated FUCO
and EWG subsidiaries, may invest in domestic and foreign utility businesses
is  limited to an amount equal to 50% of consolidated retained earnings  at
the  time  an  investment is made.  Using the proceeds from  the  sales  of
London Electricity and CitiPower, 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,  there  is  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 without exceeding this limit.

      In the nine months ended September 30, 1999, Entergy Corporation paid
$218  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 July  1999,  the  Board
approved  the  commitment of up to an additional $750  million  toward  the
repurchase  of Entergy common stock through December 31, 2001.  The  shares
are  being purchased on a discretionary basis.  See Note 3 to the financial
statements for stock repurchases and issuances made during the nine  months
ended September 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 financing 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 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.

     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  non-
recurring  cash receipts.  For financial information on Entergy's remaining
competitive  businesses see Note 6 to the financial statements included  in
this report.  In addition, the domestic utility companies and System Energy
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
could  impact their results of operations negatively.  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 an 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  July 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 selection process for the Transco's  board
of  directors,  the  Transco board's fiduciary obligations  to  the  member
companies,  the  ability  of the 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 become operational in 2001.

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 the opportunity for recovery of stranded  and
transition  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, distribution,  and
customer service  functions.  Entergy Arkansas' unbundled rate filing  must
be  made  by January 1, 2000.  Utilities such as Entergy Arkansas that  own
transmission  facilities must subject them to operation by  an  independent
transmission organization by the retail open access date.


<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, requires filing by January  10,  2000  of  the
utilities' plans to unbundle these functions, and requires filing by  April
1,  2000  of  unbundled costs and proposed transmission, distribution,  and
competition tariffs.  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 implications this limit will have
for  Entergy  Gulf States or  the Entergy system.  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,  if
Entergy Gulf States is found to have 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
entitlements continues for up to 60 months after January 1, 2002, or  until
40%  of  jurisdictional customers have chosen an alternative  supplier,  if
earlier.   Pursuant to the law, utilities such as Entergy Gulf States  that
own transmission facilities must subject them to operational control by  an
independent transmission organization by the retail open access date.   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

     In March 1999, the LPSC deferred making a decision on whether electric
industry restructuring is in the public interest.  However, 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 by January  1,  2001.
Once  the  Louisiana plan is presented to the LPSC, and if it is determined
that  retail competition is in the public interest, it is anticipated  that
the  LPSC  staff, outside consultants, counsel, and industry  members  will
work  together to refine the plan in order that it can be implemented at  a
future date.

      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 proposed new rules in  August  1999.
The new rules implement the requirement of the new Texas retail open access
law  that the PUCT adopt a code of conduct to ensure that utilities do  not
give  an  impermissible  advantage  to competitive  affiliates.   The  PUCT
currently plans to adopt final rules by the end of 1999.  The current  form
of  the  proposed  rules would allow the continuation  of  shared  services
affiliates,  such  as Entergy Operations, Inc. and Entergy  Services,  Inc.
Accordingly,  the changes to Entergy's organization as a  result  of  these
rules  would  be  much  less substantial than those that  would  have  been
required under the PUCT's original published rules, which severely  limited
the  use of shared services affiliates.  However, management cannot predict
the final form of the adopted rules and, therefore, their impact.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


      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 a $20.7 million base rate reduction might
be  appropriate.   Based on Entergy Louisiana's filing  and  on  subsequent
comments  filed  by Entergy Louisiana, the LPSC staff, and  other  parties,
Entergy   Louisiana   implemented  a  rate   reduction   of   approximately
$15.0  million,  effective August 1, 1999.  Entergy Louisiana's  filing  is
subject  to  further review by the LPSC, which may result in an  additional
change  in rates.  Hearings are scheduled  to commence before the  LPSC  in
May 2000.

Accounting Issues

Continued Application of SFAS 71 and Stranded Cost Exposure

       The  domestic  utility  companies'  and  System  Energy's  financial
statements  primarily 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.   Under  historical  ratemaking  practice,  regulated   electric
utilities  are granted exclusive geographic franchises to sell electricity.
The  utilities  are obligated to make investments and incur obligations  to
serve  customers.  In return, prudently incurred costs are  recovered  from
customers along with a return on investment.  Additionally, regulators have
required  certain operating costs to be deferred for future  recovery  from
customers.   These  costs have been recorded as regulatory  assets  in  the
financial statements.

      The  electric  utility industry's movement toward  a  combination  of
competition  and  a modified regulatory environment will likely  result  in
rates for the generation portion of the business that are not based on cost
of  service.  As a result, the generation portion of the business could  be
required  to discontinue application of SFAS 71.  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 record asset impairments  and  remove
regulatory  assets  and  liabilities from its  balance  sheet.   Management
believes  that  definitive outcomes have not yet been determined  regarding
the   transition   to  competition  in  each  of  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 as described above, but  Entergy  believes  that
significant issues remain to be addressed by Texas and Arkansas regulators,
and  the  enacted  laws  do  not  provide sufficient  detail  to  determine
definitively  the  impact  on Entergy Arkansas' and  Entergy  Gulf  States'
regulated operations.

      A  potential  effect  of a transition to competition,  including  the
restructuring  that  will result from the Arkansas and Texas  restructuring
laws,  is stranded costs.  Stranded costs are costs or commitments made  by
utilities under a regulated pricing system that may not be recovered  in  a
competitive market.  The restructuring laws enacted in Arkansas  and  Texas
provide  for  the  recovery of stranded costs subsequent to  a  process  of
review  and  approval by the APSC or PUCT.  Entergy's exposure to  stranded
costs is comprised primarily of the following:

  o  the regulatorily approved cost of constructing its nuclear generating
     plants, which may become uneconomic in a competitive environment  (the
     domestic  utility companies' net investment in nuclear  generation  is
     provided in Note 1 to the financial statements in the Form 10-K);
  o  obligations  that may be above-market under the  Unit  Power  Sales
     Agreement and under a hydroelectric facility long-term purchased power
     contract,  which were entered into by certain of the domestic  utility
     companies with regulatory approval (detail concerning these obligations
     is provided 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


  o  the  decommissioning cost for some or all of its nuclear generating
     plants  (detail concerning these costs is provided in Note  9  to  the
     financial statements in the Form 10-K);
  o  the  regulatorily approved cost of constructing some of its fossil-
     fueled generating plants and the obligations that may be above-market under
     related fuel contracts (detail concerning the domestic utility companies'
     net investment in generation other than nuclear, which is primarily fossil
     fueled, is provided in Note 1 to the financial statements in the Form 10-K,
     and detail concerning certain fuel contracts is provided in Note 9 to the
     financial statements in the Form 10-K); and
  o  regulatory assets.

The  amount  of these costs currently reflected in the financial statements
and  the  estimated  net  present  value  of  the  contractual  obligations
described above total approximately $2.7 billion for Entergy Arkansas, $3.6
billion  for Entergy Gulf States, $3.9 billion for Entergy Louisiana,  $0.9
billion for Entergy Mississippi, and $0.4 billion for Entergy New Orleans.

      The  ultimate  determination of the amount  of  the  costs  that  are
stranded  in  Arkansas or Texas will be made pursuant to future  regulatory
proceedings.  The outcome of those proceedings is difficult to predict, and
will  depend  upon  the timing of stranded cost determination,  the  values
attributable  to  certain strandable assets, assumptions concerning  future
market  prices for electricity, and other factors.  It is not  possible  to
predict the magnitude of costs that may actually be stranded or the ability
to  mitigate those costs in Louisiana, Mississippi, and New Orleans because
of the absence of restructuring legislation or regulatory determinations in
those  jurisdictions.   Until the proceedings in  Arkansas  and  Texas  are
concluded,  it is anticipated that both Entergy Arkansas and  Entergy  Gulf
States will continue to apply SFAS 71 to their regulated operations.   SFAS
71  will  continue  to be applied in Entergy's other jurisdictions  pending
further  legislative  or regulatory developments.  Discontinuation  of  the
application  of  SFAS 71 by the respective domestic utility  companies  and
System Energy, combined with a regulatory determination or legislation that
does  not  allow  for recovery of all or a portion of its  stranded  costs,
could  have  a  material adverse impact on the respective domestic  utility
companies'   and  Entergy's  financial  statements.   However,   management
believes that the amount of costs that will be stranded without a means  of
recovery  or  mitigation  for  the  domestic  utility  companies  will   be
significantly less than the amounts referred to in the preceding paragraph.
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.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


      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 in June 1999.

      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 $50 million.  Entergy has incurred approximately $48  million
of  this  total  through September 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 $17 million  of  this  total
through September 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 in 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 increased for the three and nine months ended September 30,
1999  compared  to  the  three and nine months ended  September  30,  1998,
primarily   due   to  decreases  in  interest  charges,  depreciation   and
amortization, and other operation and maintenance expenses, and an increase
in other income, partially offset by a decrease in operating revenues.

      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 all other.   All  other  also
includes  the  parent company, Entergy Corporation, and the elimination  of
power  marketing  and trading mark-to-market profits on intercompany  power
transactions.  Net income for the three and nine months ended September 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 nine months  ended  September
30, 1999 are as follows:

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

Base revenues                               ($11.7)             $79.4
Rate riders                                  (63.2)            (146.6)
Fuel cost recovery                            67.4               83.1
Sales volume/weather                         (11.9)              20.2
Other revenue (including unbilled)             1.0                5.3
Sales for resale                               5.4              (25.1)
  					    ------              -----
   Total                                    ($13.0)             $16.3
                                            ======              =====

Base revenues

     Base revenues decreased for the three months ended September 30, 1999
primarily due to:

     o  Texas retail annual base rate reductions of $69 million and $4.2
        million  that  were  implemented in December 1998  and  March  1999,
        respectively; and
     o  reserves recorded at Entergy Gulf States in the Louisiana jurisdiction
        in the third quarter of 1999 for the estimated outcomes of annual
        earnings reviews.

     These decreases were partially offset by a reduction in the amount  of
reserves  recorded  in  the third quarter of 1999  compared  to  the  third
quarter of 1998 for the anticipated effects of rate proceedings in Texas.

      Base revenues increased for the nine months ended September 30,  1999
primarily due to:

     o  a  $93.6  million  reversal in June 1999 of regulatory  reserves
        associated with the accelerated amortization of accounting order
        deferrals in conjunction with the settlement agreement in Entergy
        Gulf States' November 1998 Texas rate filing.  The settlement
        agreement was approved by the PUCT in June 1999.  The net income
        effect of this reversal is largely offset by the amortization of
        rate deferrals discussed below; and
     o  a reduction in the amount of reserves recorded in 1999 compared to
        1998 for the anticipated effects of rate proceedings in Texas.

     Partially offsetting these increases were:

     o  Louisiana retail annual base rate reductions of $87 million and $18
        million that were implemented at Entergy Gulf States in February and
        August 1998, respectively;
     o  Texas retail annual base rate reductions of $69 million and $4.2
        million  that  were  implemented in December 1998  and  March  1999,
        respectively; and
     o  reserves recorded at Entergy Gulf States in the Louisiana jurisdiction
        in 1999 for the estimated outcomes of annual earnings reviews.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS

Rate rider

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

     Rate rider revenues decreased $63.2 million and $146.6 million for the
three  and nine months ended September 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, allowing 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 is offset by specific incurred fuel costs.

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

     o  an increased fuel factor implemented in Entergy Gulf States' Texas
        jurisdiction;
     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  the 1998 completion of a customer refund obligation under the 1997
        energy cost recovery agreement at Entergy Arkansas.

Sales volume/weather

      Sales volume decreased for the three months ended September 30,  1999
primarily due to less favorable weather, particularly at Entergy Gulf States
and Entergy Louisiana.

      Sales  volume  increased  $20.2 million  for  the  nine  months  ended
September  30, 1999 primarily due to an increase in the number of customers
at  Entergy Arkansas, Entergy Gulf States, Entergy Mississippi, and Entergy
New  Orleans,  especially in the higher margin residential  and  commercial
sectors.


<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS

Other revenue

     Other  revenue for the three and nine months ended September 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 increased $5.4 million for the three  months  ended
September  30, 1999 primarily due to favorable unit prices at Entergy  Gulf
States  and  Entergy  Louisiana, partially offset by the  loss  of  certain
municipal  and  co-op customer contracts at Entergy Arkansas and  decreased
generation availability at Entergy Arkansas due to plant outages in  August
and September 1999.

     Sales  for  resale decreased $25.1 million for the nine  months  ended
September 30, 1999 primarily due to the loss of certain municipal and co-op
customer contracts at Entergy Arkansas.

Competitive Businesses

     Competitive business revenues decreased approximately $1.5 billion and
$2.4  billion  for  the  three and nine months ended  September  30,  1999,
respectively.   These  decreases  were primarily  due  to  decreased  sales
revenues  in  the  power marketing and trading business and  the  sales  of
Entergy  London,  CitiPower, and Efficient Solutions, Inc.  in  1998.   The
decreased  sales  revenues  in  the power marketing  and  trading  business
resulted  from decreased electricity trading volumes for this  business  in
the  peak  summer months in 1999 compared to 1998.  However, the impact  on
net  income from these decreased revenues was more than offset by decreased
fuel and purchased power expenses as discussed in Expenses and other below,
resulting  in  an  increase in operating income for this business  for  the
three  and  nine months ended September 30, 1999 compared to the three  and
nine months ended September 30, 1998.

Expenses and other

Domestic Utility Companies and System Energy

Fuel and purchased power expenses

     Net fuel and purchased power expenses increased for the three and nine
months ended September 30, 1999 primarily due to:

     o  an increase in the price of purchased power and gas in the summer
        months of 1999 due to increased demand and decreased availability in the
        market;
     o  a  shift from lower priced nuclear fuel to higher priced gas and
        purchased power due to nuclear outages at Entergy Arkansas and Entergy
        Louisiana, and limited availability of lower priced coal units at
        Entergy Arkansas;
     o  a higher fuel factor and fuel surcharge in the Texas jurisdiction in
        1999;
     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; and
     o  an increase in the energy cost recovery rate effective April 1999 at
        Entergy Arkansas.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other operation and maintenance

      Other  operation  and maintenance increased for the  three  and  nine
months  ended  September  30, 1999 primarily due to  spending  on  customer
service and reliability improvements.

Depreciation and amortization

     Depreciation and amortization decreased for the three and nine months
ended September 30, 1999 due to:

     o  reduced River Bend depreciation expense as a result of the write-down
        of the River Bend abeyed plant required by the Texas rate settlement;
     o  reduced transmission and distribution depreciation rates at Entergy
        Gulf States as a result of compliance with PUCT and LPSC rate orders;
     o  reduced amortization of the River Bend Unit 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;
     o  lower depreciation due to a review of plant in-service dates for
        consistency with regulatory treatment; and
     o  lower depreciation associated with the sale and leaseback of a portion
        of Grand Gulf 1 as compared to the same period in 1998.

Other regulatory charges

     Other regulatory charges decreased for the three and nine months ended
September 30, 1999 primarily due to:

     o  a decreased over-recovery of Grand Gulf 1 related costs at Entergy
        Mississippi;
     o  an  under-recovery of Grand Gulf 1 related costs at Entergy  New
        Orleans; and
     o  accruals made in 1998 at Entergy Arkansas for the transition cost
        account.

     These  decreases  were  largely  offset  for  the  nine  months  ended
September  30,  1999 by 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 accelerate its recovery of Grand Gulf 1 plant  investment
costs.

Amortization of rate deferrals

     The  amortization of rate deferrals decreased for the three  and  nine
months ended September 30, 1999 primarily due to:

     o  the completion of the Grand Gulf 1 rate phase-in plans at Entergy
        Arkansas  and  Entergy Mississippi in November and  September  1998,
        respectively;
     o  the completion of the Louisiana retail rate phase-in plan for River
        Bend at Entergy Gulf States in February 1998; and
     o  the reduction in the amortization of the Texas portion of the River
        Bend accounting order deferrals as a result of the Texas rate
        settlement at Entergy Gulf States which reduced the deferred asset.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


     These  decreases  were  partially offset for  the  nine  months  ended
September  30,  1999  by the increase in amortization expense  due  to  the
reduction  in the unamortized balance of the accounting order deferrals  at
Entergy  Gulf States in June 1999 as a result of the Texas rate  settlement
referred to above.

Other income

       Other  income  increased  for  the  three  and  nine  months   ended
September 30, 1999 primarily due to an increase in AFUDC resulting from  an
adjustment  recorded  in  the  third quarter of  1999  on  certain  capital
projects.

      Other  income also increased for the nine months ended September  30,
1999  due to an increase in AFUDC resulting from large nuclear projects  at
Entergy Arkansas and Entergy Louisiana.

Interest charges

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

Competitive Businesses

Fuel and purchased power expenses

      Fuel  and purchased power expenses decreased for the three  and  nine
months  ended  September  30, 1999 primarily  due  to  the  business  sales
previously  discussed, decreased electricity trading volume  in  the  power
marketing  and  trading  business, and a $44 million  counterparty  default
incurred  in  1998  by  the  power marketing and trading  business.   These
decreases are partially offset by increased gas trading volume in the power
marketing and trading business.

Other operation and maintenance expenses

      Other operation and maintenance expenses decreased for the three  and
nine  months  ended September 30, 1999 primarily due to the business  sales
previously discussed.  The decrease was partially offset by an increase  in
such expenses for the power marketing and trading business compared to  the
three  and  nine months ended September 30, 1998, resulting primarily  from
increased risk management and back-office support.

Other income

      Other  income increased for the three and nine months ended September
30, 1999 due primarily to:

     o  interest income of $45.5 million in 1999 on the proceeds of the sales
        of Entergy London and CitiPower; and
     o  a  $68.6 million ($35.9 million net of tax) loss on the sale  of
        Efficient Solutions, Inc. (formerly Entergy Integrated Solutions, Inc.)
        in September 1998.

<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      Other  income also increased for the nine months ended September  30,
1999 due 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;
     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.

Interest charges

      Interest  on long-term debt decreased for the three and  nine  months
ended September 30, 1999 due primarily to the retirement of debt associated
with the Entergy London and CitiPower businesses.

Income Taxes

      The  effective income tax rates for the three months ended  September
30, 1999 and 1998 were 41.6% and 22.9%, respectively.  The effective income
tax  rates for the nine months ended September 30, 1999 and 1998 were 37.2%
and  26.4%, respectively.  The effective income tax rate increased  in  the
current year primarily due to the favorable impact of the reduction in  the
UK  corporation tax rate from 31% to 30% in the third quarter of 1998,  the
recording  of a deferred tax benefit in the second quarter of 1998  related
to  the  expected  utilization  of  capital  loss  carryforwards,  and  the
recording of  deferred tax benefits in the third quarter of 1998 related to
the  expected  utilization of foreign tax credits.   These  increases  were
partially  offset by the recording of deferred tax benefits in  the  second
quarter of 1999 related to expected utilization of foreign tax credits.

<PAGE>
<TABLE>
<CAPTION>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
     For the Three and Nine Months Ended September 30, 1999 and 1998
                                (Unaudited)

                                                                 Three Months Ended       Nine Months Ended
                                                                  1999        1998         1999           1998
                                                                        (In Thousands, Except Share Data)
<S>                                                            <C>          <C>          <C>           <C>
                   OPERATING REVENUES
Domestic electric                                              $2,019,513   $2,032,463   $4,871,232    $4,854,872
Natural gas                                                        18,441       17,003       78,321        91,616
Steam products                                                          -       11,626       15,550        32,151
Competitive businesses                                          1,026,581    2,526,355    2,055,758     4,430,714
                                                               ----------   ----------   ----------    ----------
TOTAL                                                           3,064,535    4,587,447    7,020,861     9,409,353
                                                               ----------   ----------   ----------    ----------

                   OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                                     584,211      579,961    1,478,055     1,256,778
   Purchased power                                              1,139,855    2,423,958    2,190,481     4,010,896
   Nuclear refueling outage expenses                               19,594       20,445       56,414        64,134
   Other operation and maintenance                                413,221      482,129    1,181,559     1,466,322
Decommissioning                                                    11,572       12,559       35,004        36,508
Taxes other than income taxes                                      93,028       91,033      259,149       277,145
Depreciation and amortization                                     161,616      243,816      523,165       717,414
Other regulatory charges - net                                     29,003       71,542       10,033        11,759
Amortization of rate deferrals                                     10,722       71,331      107,902       219,507
                                                               ----------   ----------   ----------    ----------
TOTAL                                                           2,462,822    3,996,774    5,841,762     8,060,463
                                                               ----------   ----------   ----------    ----------

OPERATING INCOME                                                  601,713      590,673    1,179,099     1,348,890
                                                               ----------   ----------   ----------    ----------

                OTHER INCOME (DEDUCTIONS)
Allowance for equity funds used during construction                 7,877        4,027       20,636         9,650
Gain (loss) on sale of assets - net                                   587      (67,212)      61,888       (54,091)
Miscellaneous - net                                                24,959       17,282       74,975        53,941
                                                               ----------   ----------   ----------    ----------
TOTAL                                                              33,423      (45,903)     157,499         9,500
                                                               ----------   ----------   ----------    ----------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                        116,615      182,899      359,310       565,785
Other interest - net                                               12,921       11,481       58,404        35,636
Distributions on preferred securities of subsidiaries               4,709       13,407       14,128        33,535
Allowance for borrowed funds used during construction              (6,064)      (3,453)     (16,469)       (8,015)
                                                               ----------   ----------   ----------    ----------
TOTAL                                                             128,181      204,334      415,373       626,941
                                                               ----------   ----------   ----------    ----------

INCOME BEFORE INCOME TAXES                                        506,955      340,436      921,225       731,449

Income taxes                                                      210,797       77,839      342,403       192,820
                                                               ----------   ----------   ----------    ----------

CONSOLIDATED NET INCOME                                           296,158      262,597      578,822       538,629

Preferred dividend requirements of subsidiaries and others          9,939       11,611       30,645        35,091
                                                               ----------   ----------   ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                     $286,219     $250,986     $548,177      $503,538
                                                               ==========   ==========   ==========    ==========
Earnings per average common share:
     Basic and diluted                                              $1.16        $1.02        $2.22         $2.04
Dividends declared per common share                                 $0.30        $0.30        $0.90         $1.20
Average number of common shares outstanding:
     Basic                                                    246,253,929  246,615,620  246,541,754   246,331,931
     Diluted                                                  246,386,502  246,777,031  247,095,210   246,509,467

See Notes to Financial Statements.

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



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

                                                                              1999         1998
                                                                                (In Thousands)

                          OPERATING ACTIVITIES
   <S>                                                                      <C>          <C>
   Consolidated net income                                                    $578,822     $538,629
   Noncash items included in net income:
    Amortization of  rate deferrals                                            107,902      219,507
    Reserve for regulatory adjustments                                         (13,156)     128,807
    Other regulatory charges                                                    10,033       11,759
    Depreciation, amortization, and decommissioning                            558,169      753,922
    Deferred income taxes and investment tax credits                          (180,764)    (125,224)
    Allowance for equity funds used during construction                        (20,636)      (9,650)
    (Gain) loss on sale of assets                                              (61,888)      54,091
  Changes in working capital (Net of effects from dispositions):
    Receivables                                                               (383,339)    (438,679)
    Fuel inventory                                                             (28,551)      26,119
    Accounts payable                                                           244,784      286,360
    Taxes accrued                                                              391,609      338,440
    Interest accrued                                                           (39,348)     (19,151)
    Deferred fuel                                                             (169,347)    (121,413)
    Other working capital accounts                                               1,121      (94,325)
  Decommissioning trust contributions and realized change in trust assets      (45,847)     (56,915)
  Provision for estimated losses and reserves                                  (31,995)    (132,556)
  Changes in other regulatory assets                                           (33,766)     (30,873)
  Other                                                                         79,082      (56,294)
                                                                              --------    ---------
    Net cash flow provided by operating activities                             962,885    1,272,554
                                                                              --------    ---------

                           INVESTING ACTIVITIES
   Construction/capital expenditures                                          (792,348)    (712,671)
   Allowance for equity funds used during construction                          20,636        9,650
   Nuclear fuel purchases                                                     (114,764)     (59,409)
   Proceeds from sale/leaseback of nuclear fuel                                108,938       78,969
   Proceeds from sale of businesses                                            351,082      (21,893)
   Investment in other nonregulated/nonutility properties                      (80,864)     (40,704)
   Proceeds from notes receivable                                              956,356            -
   Purchase of other temporary investments                                    (468,653)           -
   Other                                                                         7,908      (35,595)
                                                                              --------    ---------
    Net cash flow used in investing activities                                 (11,709)    (781,653)
                                                                              --------    ---------

 See Notes to Financial Statements.

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


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

                                                                     1999         1998
                                                                       (In Thousands)
  <S>                                                              <C>          <C>
                     FINANCING ACTIVITIES
  Proceeds from the issuance of:
    First mortgage bonds                                              74,679      141,994
    G&R mortgage bonds                                               124,192       78,703
    Other long-term debt                                             585,051      282,219
    Common stock                                                      13,390       15,333
  Retirement of:
    First mortgage bonds                                            (345,887)    (351,335)
    G&R mortgage bonds                                              (132,413)    (110,000)
    Other long-term debt                                            (369,625)    (211,754)
  Repurchase of common stock                                        (129,160)           -
  Redemption of preferred stock                                      (77,958)     (10,250)
  Changes in short-term borrowings - net                            (285,500)     (17,964)
  Dividends paid:
    Preferred stock                                                  (31,340)     (35,217)
    Common stock                                                    (218,042)    (296,022)
                                                                  ----------     --------
    Net cash flow used in financing activities                      (792,613)    (514,293)
                                                                  ----------     --------

Effect of exchange rates on cash and cash equivalents                  1,340        1,006
                                                                  ----------     --------

Net increase (decrease) in cash and cash equivalents                 159,903      (22,386)

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

Cash and cash equivalents at end of period                        $1,344,398     $808,161
                                                                  ==========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                            $447,054     $627,534
    Income taxes                                                    $155,426      $97,775
  Noncash investing and financing activities:
     Change in unrealized appreciation/(depreciation) of
       decommissioning trust assets                                  $22,916      ($4,696)

 See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                                 ASSETS
                 September 30, 1999 and December 31, 1998
                              (Unaudited)

                                                                      1999          1998
                                                                        (In Thousands)
<S>                                                               <C>           <C>
                       CURRENT ASSETS
Cash and cash equivalents:
   Cash                                                              $152,081      $386,764
   Temporary cash investments - at cost,
    which approximates market                                       1,090,317       797,731
      Special deposits                                                102,000             -
                                                                  -----------   -----------
       Total cash and cash equivalents                              1,344,398     1,184,495
                                                                  -----------   -----------

Other temporary investments - at cost,
    which approximates market                                         468,653             -
Notes receivable                                                        2,262       959,328

Accounts receivable:
  Customer                                                            429,791       280,648
  Allowance for doubtful accounts                                      (9,194)      (10,300)
  Other                                                               360,172       197,362
  Accrued unbilled revenues                                           346,120       245,350
                                                                  -----------   -----------
       Total receivables                                            1,126,889       713,060
                                                                  -----------   -----------
Deferred fuel costs                                                   338,187       169,589
Fuel inventory - at average cost                                      118,157        90,408
Materials and supplies - at average cost                              392,030       374,674
Rate deferrals                                                         33,500        37,507
Deferred nuclear refueling outage costs                                41,336        37,138
Prepayments and other                                                  87,397        77,749
                                                                  -----------   -----------
TOTAL                                                               3,952,809     3,643,948
                                                                  -----------   -----------

               OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                            214           214
Decommissioning trust funds                                         1,248,780       709,018
Non-utility property - at cost (less accumulated depreciation)        216,969       205,660
Non-regulated investments                                             262,633       557,347
Other - at cost (less accumulated depreciation)                        16,491        16,041
                                                                  -----------   -----------
TOTAL                                                               1,745,087     1,488,280
                                                                  -----------   -----------

                       UTILITY PLANT
Electric                                                           23,170,302    22,704,572
Plant acquisition adjustment                                          410,996       423,195
Property under capital lease                                          777,459       789,045
Natural gas                                                           188,162       183,621
Steam products                                                              -        80,537
Construction work in progress                                       1,140,618       911,278
Nuclear fuel under capital lease                                      307,402       282,595
Nuclear fuel                                                           88,223        29,690
                                                                  -----------   -----------
TOTAL UTILITY PLANT                                                26,083,162    25,404,533
Less - accumulated depreciation and amortization                  (10,803,794)  (10,075,951)
                                                                  -----------   -----------
UTILITY PLANT - NET                                                15,279,368    15,328,582
                                                                  -----------   -----------

              DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
    Rate deferrals                                                     21,199       125,095
    SFAS 109 regulatory asset - net                                 1,102,862     1,141,318
    Unamortized loss on reacquired debt                               198,699       191,786
    Other regulatory assets                                           600,401       528,179
Long-term receivables                                                  32,876        34,617
Other                                                                 464,525       354,889
                                                                  -----------   -----------
TOTAL                                                               2,420,562     2,375,884
                                                                  -----------   -----------

TOTAL ASSETS                                                      $23,397,826   $22,836,694
                                                                  ===========   ===========
See Notes to Financial Statements.

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

                   ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                 September 30, 1999 and December 31, 1998
                             (Unaudited)

                                                                        1999          1998
                                                                         (In Thousands)

                     CURRENT LIABILITIES
<S>                                                                 <C>           <C>
Currently maturing long-term debt                                      $316,735      $255,221
Notes payable                                                               665       296,790
Accounts payable                                                        757,743       522,072
Customer deposits                                                       153,897       148,972
Taxes accrued                                                           675,102       284,847
Accumulated deferred income taxes                                        97,926        31,976
Nuclear refueling outage costs                                            5,700        16,991
Interest accrued                                                        145,567       185,688
Co-owner advances                                                        14,305         4,073
Obligations under capital leases                                        175,964       176,270
Other                                                                    81,214        58,909
                                                                    -----------   -----------
TOTAL                                                                 2,424,818     1,981,809
                                                                    -----------   -----------

            DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     3,319,890     3,538,332
Accumulated deferred investment tax credits                             524,351       565,744
Obligations under capital leases                                        232,944       220,209
FERC settlement - refund obligation                                      38,861        43,159
Other regulatory liabilities                                            196,760       153,163
Decommissioning                                                         594,651       107,365
Transition to competition                                                95,856        90,623
Regulatory reserves                                                     354,620       674,310
Accumulated provisions                                                  262,707       252,321
Other                                                                   742,557       635,024
                                                                    -----------   -----------
TOTAL                                                                 6,363,197     6,280,250
                                                                    -----------   -----------

Long-term debt                                                        6,504,287     6,596,617
Preferred stock with sinking fund                                        89,650       167,523
Preference stock                                                        150,000       150,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trusts 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 247,016,020 shares in 1999 and
   246,829,076 shares in 1998                                             2,470         2,468
Paid-in capital                                                       4,634,412     4,630,609
Retained earnings                                                     2,852,718     2,526,888
Accumulated other comprehensive loss, net of tax:
   Cumulative foreign currency translation adjustment                   (64,691)      (46,739)
Less - treasury stock, at cost (3,721,974 shares in 1999 and
  208,907 shares in 1998)                                               112,489         6,186
                                                                    -----------   -----------
TOTAL                                                                 7,650,874     7,445,495
                                                                    -----------   -----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $23,397,826   $22,836,694
                                                                    ===========   ===========
See Notes to Financial Statements.

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

                  ENTERGY CORPORATION AND SUBSIDIARIES
      STATEMENTS OF CONSOLIDATED RETAINED EARNINGS AND COMPREHENSIVE INCOME
         For the Three and Nine Months Ended September 30, 1999 and 1998
                             (Unaudited)

                                                                      Three Months Ended
                                                                 1999                   1998
                                                                       (In Thousands)

                RETAINED EARNINGS
<S>                                                     <C>         <C>        <C>         <C>
Retained Earnings - Beginning of period                 $2,640,373             $2,188,165

     Add  - Earnings applicable to common stock            286,219  $286,219      250,986  $250,986

     Deduct:
        Dividends declared on common stock                  74,057                 73,983
        Capital stock and other expenses                      (183)                  (117)
                                                        ----------             ----------
              Total                                         73,874                 73,866
                                                        ----------             ----------

Retained Earnings - End of period                       $2,852,718             $2,365,285
                                                        ==========             ==========

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET
                   OF TAX:
Balance at beginning of period                            ($47,697)              ($73,665)
Foreign currency translation adjustments                   (16,994)  (16,994)     (14,708)  (14,708)
                                                        ----------             ----------
Balance at end of period                                  ($64,691)              ($88,373)
                                                        ==========  --------   ==========  --------
Comprehensive Income                                                $269,225               $236,278
                                                                    ========               ========

                                                                    Nine Months Ended
                                                                1999                   1998
                                                                       (In Thousands)

                RETAINED EARNINGS
Retained Earnings - Beginning of period                 $2,526,888             $2,157,912

     Add  - Earnings applicable to common stock            548,177  $548,177      503,538  $503,538

     Deduct:
        Dividends declared on common stock                 222,077                295,514
        Capital stock and other expenses                       270                    651
                                                        ----------             ----------
              Total                                        222,347                296,165
                                                        ----------             ----------

Retained Earnings - End of period                       $2,852,718             $2,365,285
                                                        ==========             ==========

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET
                 OF TAX:
Balance at beginning of period                            ($46,739)              ($69,817)
Foreign currency translation adjustments                   (17,952)  (17,952)     (18,556)  (18,556)
                                                        ----------             ----------
Balance at end of period                                  ($64,691)              ($88,373)
                                                        ==========  --------   ==========  --------
Comprehensive Income                                                $530,225               $484,982
                                                                    ========               ========

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

                  ENTERGY CORPORATION AND SUBSIDIARIES
                       SELECTED OPERATING RESULTS
      For the Three and Nine Months Ended September 30, 1999 and 1998
                              (Unaudited)


                                           Three Months Ended      Increase/
           Description                    1999            1998     (Decrease)       %
                                               (In Millions)
<S>                                      <C>            <C>         <C>            <C>
Domestic Electric Operating Revenues:
  Residential                            $ 815.3        $ 844.5     ($29.2)        (3)
  Commercial                               450.8          454.9       (4.1)        (1)
  Industrial                               513.9          496.3       17.6          4
  Governmental                              46.6           48.9       (2.3)        (5)
                                        ----------------------------------
    Total retail                         1,826.6        1,844.6      (18.0)        (1)
  Sales for resale                         151.7          144.9        6.8          5
  Other                                     41.2           43.0       (1.8)        (4)
                                        ----------------------------------
    Total                               $2,019.5      $ 2,032.5     ($13.0)        (1)
                                        ==================================
Billed Electric Energy
 Sales (GWH):
  Residential                             11,007         11,229       (222)        (2)
  Commercial                               7,227          7,122        105          1
  Industrial                              11,297         11,311        (14)         -
  Governmental                               720            745        (25)        (3)
                                        ----------------------------------
    Total retail                          30,251         30,407       (156)        (1)
  Sales for resale                         3,087          3,005         82          3
                                        ----------------------------------
    Total                                 33,338         33,412        (74)         -
                                        ==================================


                                           Nine Months Ended       Increase/
           Description                   1999            1998     (Decrease)       %
                                            (In Millions)
Domestic Electric Operating Revenues:
  Residential                          $ 1,745.2      $ 1,811.2     ($66.0)        (4)
  Commercial                             1,125.9        1,148.4      (22.5)        (2)
  Industrial                             1,370.1        1,380.5      (10.4)        (1)
  Governmental                             120.9          133.2      (12.3)        (9)
                                        ----------------------------------
    Total retail                         4,362.1        4,473.3     (111.2)        (2)
  Sales for resale                         315.6          335.2      (19.6)        (6)
  Other                                    193.5           46.4      147.1        317
                                        ----------------------------------
    Total                               $4,871.2      $ 4,854.9      $16.3          -
                                        ==================================
Billed Electric Energy
 Sales (GWH):
  Residential                             24,274         24,166        108          -
  Commercial                              18,137         17,446        691          4
  Industrial                              32,340         32,577       (237)        (1)
  Governmental                             1,932          2,042       (110)        (5)
                                        ----------------------------------
    Total retail                          76,683         76,231        452          1
  Sales for resale                         7,391          7,580       (189)        (2)
                                        ----------------------------------
    Total                                 84,074         83,811        263          -
                                        ==================================
</TABLE>
<PAGE>

                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS

Net Income

      Net  income decreased for the three months ended September  30,  1999
compared  to  the  three months ended September 30, 1998 primarily  due  to
decreased  unbilled revenues and increased other operation and  maintenance
expenses, partially offset by decreased regulatory charges.

      Net  income  decreased for the nine months ended September  30,  1999
compared  to  the  nine months ended September 30, 1998  primarily  due  to
decreased  unbilled  revenues,  partially offset  by  decreased  regulatory
charges  and  interest expenses, and increased allowance for  equity  funds
used during construction.

Revenues and Sales

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

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

Base revenues                               $1.0                 $1.8
Rate riders                                (22.3)               (51.9)
Fuel cost recovery                          14.6                 26.4
Sales volume/weather                           -                  5.7
Other revenue (including unbilled)         (23.4)               (52.4)
Sales for resale                            (8.2)                10.2
					  ------               ------
   Total                                  ($38.3)              ($60.2)
                                          ======               ======

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 nine months  ended
September  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 is offset by specific incurred fuel costs.

<PAGE>
                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


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

Other revenue

      Other revenue decreased for the three and nine months ended September
30, 1999 primarily due to a  change in estimated unbilled revenues and less
favorable  weather in 1999.  The changed estimate more closely  aligns  the
fuel  component of unbilled revenues with regulatory treatment.  A decrease
in price as a result of a change in the customer class mix also contributed
to  the 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 months ended September  30,
1999  primarily  due  to the loss of certain municipal and  co-op  customer
contracts  and  decreased generation availability due to plant  outages  at
White Bluff and ANO in August 1999 and September 1999, respectively.

      Sales  for  resale increased for the nine months ended September  30,
1999  due  to  increased generation availability in 1999  as  a  result  of
maintenance outages in 1998.  Outages at affiliate plants in 1999  resulted
in  an  increase  in  sales  to affiliated companies.   This  increase  was
partially  offset  by  decreased  revenues  from  municipals,  co-ops,  and
nonaffiliated companies due to the loss of certain customer contracts.

Expenses

Fuel and purchased power expenses

      Net  fuel and purchased power expenses increased for the three months
ended  September  30, 1999 primarily due to the increase in  the  price  of
purchased  power  and  gas in the summer months of  1999  as  a  result  of
increased demand and decreased availability in the market.

      Fuel and purchased power expenses increased for the nine months ended
September  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
high  prices of purchased power and gas in the summer months of  1999  also
contributed to the increase in expense.

Other operation and maintenance

      Other  operation  and maintenance expenses increased  for  the  three
months ended September 30, 1999 primarily due to:

     o  increased distribution expenses related to additional customer service
        and tree trimming expenditures;
     o  increased general plant maintenance at ANO; and
     o  increased maintenance at ANO 1 while the plant was down for refueling
        in September 1999.


<PAGE>
                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other regulatory charges

     Other regulatory charges decreased for the three and nine months ended
September 30, 1999 primarily due to the accruals in September 1998 for  the
transition  cost  account.   The decrease for the  nine  month  period  was
partially offset by increased recovery of Grand Gulf 1 costs.

Amortization of rate deferrals

      The  amortization  of Grand Gulf 1 rate deferrals decreased  for  the
three and nine months ended September 30, 1999 due to the completion of the
Grand  Gulf  1  rate phase-in plan in November 1998.  The  amortization  of
previously deferred cost had no material effect on net income.

Other

     Allowance for equity funds used during construction increased for  the
three  and  nine  months  ended September 30, 1999  due  to  third  quarter
adjustments to AFUDC on certain capital projects.

      Interest  expenses  decreased for the three  and  nine  months  ended
September  30,  1999 due to the retirement, refinancing, or  redemption  of
certain long-term debt in 1998 and 1999.

Income taxes

      The  effective income tax rates for the three months ended  September
30, 1999 and 1998 were 41.0% and 39.4%, respectively.  The effective income
tax  rates for the nine months ended September 30, 1999 and 1998 were 36.8%
and  39.2%, respectively.  The decrease in the effective tax rates for  the
nine months ended was due to lower pretax income and increased flow-through
tax benefits.

<PAGE>
<TABLE>
<CAPTION>

                          ENTERGY ARKANSAS, INC.
                            INCOME STATEMENTS
      For the Three and Nine Months Ended September 30, 1999 and 1998
                                 (Unaudited)
                                                            Three Months Ended      Nine Months Ended
                                                            1999        1998        1999        1998
                                                              (In Thousands)          (In Thousands)
<S>                                                        <C>         <C>       <C>          <C>
                  OPERATING REVENUES
Domestic electric                                          $488,801    $527,059  $1,187,961   $1,248,205
                                                           --------    --------  ----------   ----------
                  OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                                52,965      63,469     186,612      138,834
   Purchased power                                          164,295     116,085     362,039      326,397
   Nuclear refueling outage expenses                          7,599       8,128      23,129       23,947
   Other operation and maintenance                           91,685      79,706     257,150      256,002
Decommissioning                                               3,277       4,464       8,054       10,700
Taxes other than income taxes                                 8,841       8,480      27,355       28,681
Depreciation and amortization                                38,190      39,839     120,788      123,636
Other regulatory charges (credits) - net                      8,379      43,984      (3,108)      21,878
Amortization of rate deferrals                                    -      22,067           -       66,202
                                                           --------    --------  ----------   ----------
TOTAL                                                       375,231     386,222     982,019      996,277
                                                           --------    --------  ----------   ----------

OPERATING INCOME                                            113,570     140,837     205,942      251,928
                                                           --------    --------  ----------   ----------

              OTHER INCOME (DEDUCTIONS)
Allowance for equity funds used during construction           3,614       1,934       9,458        4,266
Gain (loss) on sale of assets                                     2          (1)          -        1,773
Miscellaneous - net                                           1,710       2,093       2,455        8,867
                                                           --------    --------  ----------   ----------
TOTAL                                                         5,326       4,026      11,913       14,906
                                                           --------    --------  ----------   ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                   20,042      20,974      60,741       66,095
Other interest - net                                          1,569       2,307       4,658        3,667
Dividends on preferred securities of subsidiary               1,275       1,275       3,825        3,825
Allowance for borrowed funds used during construction        (2,412)     (1,383)     (6,290)      (3,034)
                                                           --------    --------  ----------   ----------
TOTAL                                                        20,474      23,173      62,934       70,553
                                                           --------    --------  ----------   ----------

INCOME BEFORE INCOME TAXES                                   98,422     121,690     154,921      196,281

Income taxes                                                 40,401      47,959      56,960       76,960
                                                           --------    --------  ----------   ----------

NET INCOME                                                   58,021      73,731      97,961      119,321

Preferred dividend requirements and other                     2,370       2,526       7,194        7,745
                                                           --------    --------  ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                $55,651     $71,205     $90,767     $111,576
                                                           ========    ========  ==========   ==========
See Notes to Financial Statements.

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

                                                                    1999        1998
                                                                      (In Thousands)
  <S>                                                              <C>         <C>
                 OPERATING ACTIVITIES
  Net income                                                       $97,961     $119,321
  Noncash items included in net income:
    Amortization of rate deferrals                                       -       66,202
    Other regulatory charges (credits)                              (3,108)      21,878
    Depreciation, amortization, and decommissioning                128,842      134,336
    Deferred income taxes and investment tax credits                (1,414)     (19,501)
    Allowance for equity funds used during construction             (9,458)      (4,266)
    Gain on sale of assets                                               -       (1,773)
  Changes in working capital:
    Receivables                                                    (22,706)     (54,923)
    Fuel inventory                                                 (21,843)         889
    Accounts payable                                                24,874       41,397
    Taxes accrued                                                   36,285       82,721
    Interest accrued                                                  (270)      (2,565)
    Deferred fuel costs                                             (7,738)     (65,408)
    Other working capital accounts                                  13,941       (8,740)
  Decommissioning trust contributions and realized
      change in trust assets                                       (12,889)     (17,776)
  Provision for estimated losses and reserves                      (12,029)        (778)
  Changes in other regulatory assets                               (22,355)     (25,584)
  Other                                                             29,563       30,055
                                                                  --------     --------
  Net cash flow provided by operating activities                   217,656      295,485
                                                                  --------     --------

                 INVESTING ACTIVITIES
  Construction expenditures                                       (172,655)    (122,209)
  Allowance for equity funds used during construction                9,458        4,266
  Nuclear fuel purchases                                           (32,497)     (38,354)
  Proceeds from sale/leaseback of nuclear fuel                      32,473       38,354
                                                                  --------     --------
  Net cash flow used in investing activities                      (163,221)    (117,943)
                                                                  --------     --------

                 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                                                   (78,800)     (92,600)
    Preferred stock                                                 (7,212)      (7,844)
                                                                  --------     --------
  Net cash flow used in financing activities                      (127,306)    (255,718)
                                                                  --------     --------

Net decrease in cash and cash equivalents                          (72,871)     (78,176)

Cash and cash equivalents at beginning of period                    93,105      162,002
                                                                  --------     --------

Cash and cash equivalents at end of period                         $20,234     $ 83,826
                                                                  ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                           $61,143      $67,314
    Income taxes                                                   $16,927      $13,521
  Noncash investing and financing activities:
    Change in unrealized appreciation of
      decommissioning trust assets                                 $13,401          $35

See Notes to Financial Statements.

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

                                                             1999        1998
                                                               (In Thousands)
<S>                                                     <C>          <C>
                  CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                      $9,999       $9,814
  Temporary cash investments - at cost,
    which approximates market                               10,235       83,291
                                                        ----------   ----------
        Total cash and cash equivalents                     20,234       93,105
                                                        ----------   ----------
Accounts receivable:
  Customer                                                 109,932       72,234
  Allowance for doubtful accounts                           (1,753)      (1,753)
  Associated companies                                      51,893       50,145
  Other                                                      1,910        4,510
  Accrued unbilled revenues                                 58,943       73,083
                                                        ----------   ----------
    Total receivables                                      220,925      198,219
                                                        ----------   ----------
Deferred fuel costs                                         48,929       41,191
Fuel inventory - at average cost                            41,695       19,852
Materials and supplies - at average cost                    90,733       89,033
Deferred nuclear refueling outage costs                     22,875       17,787
Prepayments and other                                        7,705        5,557
                                                        ----------   ----------
TOTAL                                                      453,096      464,744
                                                        ----------   ----------

          OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity              11,214       11,214
Decommissioning trust funds                                329,575      303,285
Non-utility property - at cost (less accumulated
   depreciation)                                             1,464        1,468
Other - at cost (less accumulated depreciation)              2,993        3,602
                                                        ----------   ----------
TOTAL                                                      345,246      319,569
                                                        ----------   ----------

                  UTILITY PLANT
Electric                                                 4,867,025    4,731,699
Property under capital lease                                46,855       49,415
Construction work in progress                              204,440      201,853
Nuclear fuel under capital lease                            95,681       95,589
Nuclear fuel                                                 5,776            -
                                                        ----------   ----------
TOTAL UTILITY PLANT                                      5,219,777    5,078,556
Less - accumulated depreciation and amortization        (2,385,730)  (2,275,170)
                                                        ----------   ----------
UTILITY PLANT - NET                                      2,834,047    2,803,386
                                                        ----------   ----------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
    SFAS 109 regulatory asset - net                        251,398      248,275
    Unamortized loss on reacquired debt                     49,165       51,747
    Other regulatory assets                                116,158       96,927
Other                                                       15,273       22,003
                                                        ----------   ----------
TOTAL                                                      431,994      418,952
                                                        ----------   ----------

TOTAL ASSETS                                            $4,064,383   $4,006,651
                                                        ==========   ==========
See Notes to Financial Statements.


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

                          ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDERS' EQUITY
               September 30, 1999 and December 31, 1998
                              (Unaudited)

                                                                    1999        1998
                                                                     (In Thousands)
<S>                                                            <C>          <C>
                   CURRENT LIABILITIES
Currently maturing long-term debt                                    $340       $1,094
Notes payable                                                         667          667
Accounts payable:
  Associated companies                                             56,121       47,963
  Other                                                            96,684       79,969
Customer deposits                                                  25,888       25,196
Taxes accrued                                                     104,870       68,585
Accumulated deferred income taxes                                  31,712       24,162
Interest accrued                                                   25,016       25,285
Co-owner advances                                                  22,434        4,073
Obligations under capital leases                                   63,012       64,068
Other                                                              19,990       16,183
                                                               ----------   ----------
TOTAL                                                             446,734      357,245
                                                               ----------   ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                 754,881      756,571
Accumulated deferred investment tax credits                        94,939       98,768
Obligations under capital leases                                   79,524       80,936
Other regulatory liabilities                                       78,985       65,583
Transition to competition                                          95,856       90,623
Accumulated provisions                                             39,375       51,404
Other                                                              58,085       56,400
                                                               ----------   ----------
TOTAL                                                           1,201,645    1,200,285
                                                               ----------   ----------

Long-term debt                                                  1,129,228    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 in 1999
  and 1998                                                            470          470
Paid-in capital                                                   590,134      590,134
Retained earnings                                                 499,822      487,855
                                                               ----------   ----------
TOTAL                                                           1,206,776    1,194,809
                                                               ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $4,064,383   $4,006,651
                                                               ==========   ==========
See Notes To Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY ARKANSAS, INC.
                      SELECTED OPERATING RESULTS
   For the Three and Nine Months Ended September 30, 1999 and 1998
                              (Unaudited)


                                      Three Months Ended   Increase/
          Description                1999         1998     (Decrease)       %
                                        (In Millions)
<S>                                 <C>          <C>          <C>           <C>
Electric Operating Revenues:
  Residential                       $ 198.2      $ 208.0      ($9.8)        (5)
  Commercial                           92.3         91.7        0.6          1
  Industrial                          100.5         98.2        2.3          2
  Governmental                          4.3          4.2        0.1          2
                                    -------------------------------
    Total retail                      395.3        402.1       (6.8)        (2)
  Sales for resale
     Associated companies              42.3         39.1        3.2          8
     Non-associated companies          66.6         78.0      (11.4)       (15)
  Other                               (15.4)         7.9      (23.3)      (295)
                                    -------------------------------
    Total                           $ 488.8      $ 527.1     ($38.3)        (7)
                                    ===============================
Billed Electric Energy
 Sales (GWH):
  Residential                         2,317        2,368        (51)        (2)
  Commercial                          1,545        1,510         35          2
  Industrial                          1,944        1,901         43          2
  Governmental                           69           67          2          3
                                    -------------------------------
    Total retail                      5,875        5,846         29          -
  Sales for resale
     Associated companies             1,304        1,523       (219)       (14)
     Non-associated companies         1,607        1,425        182         13
                                    -------------------------------
    Total                             8,786        8,794         (8)         -
                                    ===============================

                                      Nine Months Ended      Increase/
          Description                 1999         1998     (Decrease)       %
                                         (In Millions)
Electric Operating Revenues:
  Residential                       $ 425.8      $ 447.2     ($21.4)        (5)
  Commercial                          220.4        220.0        0.4          -
  Industrial                          251.9        248.9        3.0          1
  Governmental                         11.1         11.2       (0.1)        (1)
                                   --------------------------------
    Total retail                      909.2        927.3      (18.1)        (2)
  Sales for resale
     Associated companies             132.7         98.7       34.0         34
     Non-associated companies         152.3        176.1      (23.8)       (14)
  Other                                (6.2)        46.1      (52.3)      (113)
                                   --------------------------------
    Total                          $1,188.0    $ 1,248.2     ($60.2)        (5)
                                   ================================
Billed Electric Energy
 Sales (GWH):
  Residential                         5,182        5,229        (47)        (1)
  Commercial                          3,732        3,629        103          3
  Industrial                          5,244        5,109        135          3
  Governmental                          181          178          3          2
                                   --------------------------------
    Total retail                     14,339       14,145        194          1
  Sales for resale
     Associated companies             5,575        4,023      1,552         39
     Non-associated companies         3,723        3,835       (112)        (3)
                                   --------------------------------
    Total                            23,637       22,003      1,634          7
                                   ================================


</TABLE>
<PAGE>

                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income increased for the three and nine months ended September 30,
1999  compared  to  the  three and nine months  ended  September  30,  1998
primarily  due  to  increased operating revenues,  lower  depreciation  and
amortization expense, and decreased interest expense.  For the nine  months
ended,  this increase was also due to higher other income and was 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  nine
months ended September 30, 1999 are as follows:

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

Base revenues                             ($10.0)                $84.1
Fuel cost recovery                          52.2                  56.5
Sales volume/weather                        (3.4)                  6.5
Other revenue (including unbilled)           4.6                  14.9
Sales for resale                            34.8                  16.6
   					   -----		------
   Total                                   $78.2                $178.6
                                           =====                ======

Base revenues

      Base revenues decreased for the three months ended September 30, 1999
primarily due to:

     o  Texas retail annual base rate reductions of $69 million and $4.2
        million  that  were  implemented in December 1998  and  March  1999,
        respectively; and
     o  reserves recorded in the Louisiana jurisdiction in the third quarter
        of 1999 for the estimated outcomes of annual earnings reviews.

     These decreases were partially offset by a reduction in the amount  of
reserves  recorded  in  the third quarter of 1999  compared  to  the  third
quarter of 1998 for the anticipated effects of rate proceedings in Texas.

      Base revenues increased for the nine months ended September 30,  1999
primarily due to:

     o  a  $93.6  million  reversal in June 1999 of regulatory  reserves
        associated with the accelerated amortization of accounting order
        deferrals in conjunction with the settlement agreement in Entergy
        Gulf States' November 1998 rate filing.  The settlement agreement
        was approved by the PUCT in June 1999.  The net income effect of
        this reversal is largely offset by the amortization of rate
        deferrals discussed below; and
     o  a reduction in the amount of reserves recorded in 1999 compared to
        1998 for the anticipated effects of rate proceedings in Texas.

     Partially offsetting these increases were:

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

<PAGE>
                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Fuel cost recovery

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

     Fuel  cost  recovery revenues increased for the three and nine  months
ended  September 30, 1999 due to a higher fuel factor in 1999  and  a  fuel
surcharge  implemented  in February 1999, both in the  Texas  jurisdiction.
These  increases  were  partially offset by reduced fuel  recovery  in  the
Louisiana  jurisdiction primarily due to lower fuel  prices  and  decreased
generation for the period included in fuel cost recovery revenues.

Sales volume/weather

      Sales volume decreased for the three months ended September 30,  1999
primarily due to less favorable summer weather in 1999.

      Sales  volume increased for the nine months ended September 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 increased for the three and nine months ended September
30,  1999  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 increased for the three and  nine  months
ended  September  30,  1999 as a result of increased  sales  to  associated
companies  due to greater energy availability and higher unit prices.  This
was  partially offset by lower sales of energy from April to June 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 nine months ended September
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 nine months ended
September  30, 1999 due to a new lease arrangement for Louisiana Station  1
that  began in June 1999.  Under the terms of this new lease, revenues  are
now  classified as other income rather than steam operating revenues, which
was the previous classification.  It is expected that less revenue will  be
realized   under  the  new  lease  arrangement  compared  to  the  previous
arrangement with the steam customer.


<PAGE>
                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Expenses

Fuel and purchased power

     Fuel  and  purchased power expenses increased for the three  and  nine
months ended September 30, 1999 primarily due to higher gas expense due  to
higher  unit gas prices in the third quarter of 1999.  Partially offsetting
the  increase for the three months was additional fuel cost deferrals as  a
result of fuel cost under-recovery during the period.

     The  increase  for  the nine months was also due to  a  shift  to  gas
generation  in  the  first  six  months of  1999  because  of  the  reduced
availability  of  Nelson  6 and the extended River Bend  nuclear  refueling
outage.   The increase was partially offset by lower gas prices during  the
first  six months of 1999.  Purchased power expense increased due to higher
unit prices despite a decrease in the volume purchased.

     Fuel  and purchased power expenses also increased for the nine  months
ended  due  to reduced fuel cost under-recovery as a result of  the  higher
fuel factor and fuel surcharge in the Texas jurisdiction in 1999.

Other operation and maintenance

      Other  operation  and maintenance expenses decreased  for  the  three
months  ended  September 30, 1999 primarily due to a  reduction  in  fossil
expenses  primarily as a result of outages in 1998 at both the Willow  Glen
and Lewis Creek plants.  This decrease was partially offset by higher tree-
trimming, support service and consultant expenses.

     Other operation and maintenance expenses increased for the nine months
ended  September  30,  1999 due to increases in employee  benefit  expense,
casualty reserve accruals, and tree-trimming expenses, partially offset  by
the lower fossil expenses described above.

Taxes other than income taxes

      Taxes other than income taxes decreased for the three and nine months
ended September 30, 1999 primarily 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 nine months
ended September 30, 1999 due to:

     o  reduced River Bend depreciation expense as a result of the write-down
        of the River Bend abeyed plant required by the Texas rate settlement;
     o  reduced transmission and distribution depreciation rates as a result
        of compliance with PUCT and LPSC rate orders;
     o  reduced amortization of the River Bend Unit 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; and
     o  lower depreciation due to a review of plant in-service dates for
        consistency with regulatory treatment.


<PAGE>
                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      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 decreased for  the  three  months
ended  September  30,  1999  primarily due to  the  June  1999  Texas  rate
settlement,  which resulted in a substantial reduction in  the  unamortized
balance  of  rate  deferrals.  Partially offsetting this  reduction  was  a
shorter  amortization  period  ending  December  31,  2001.   The  previous
amortization  period for these deferrals was scheduled to run through  late
2009.

     The amortization of rate deferrals increased for the nine months ended
September  30, 1999 primarily due to the large reduction of these deferrals
in June 1999.  Partially offsetting this increase for the nine month period
was  the  reduction  in the amortization of Texas rate deferrals  described
above  and  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 nine months ended  September
30,  1999  primarily due to third quarter adjustments to AFUDC  on  certain
capital projects.

Interest charges

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

Income taxes

     The  effective  income tax rates for the three months ended  September
30, 1999 and 1998 were 39.1% and 42.0%, respectively.  The effective income
tax  rates for the nine months ended September 30, 1999 and 1998 were 42.1%
and  43.9%,  respectively.  The decreases in 1999  were  primarily  due  to
reduced taxable income as a result of higher tax depreciation and increased
amortization of investment tax credits.
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY GULF STATES, INC.
                            INCOME STATEMENTS
      For the Three and Nine Months Ended September 30, 1999 and 1998
                                (Unaudited)

                                                        Three Months Ended     Nine Months Ended
                                                         1999        1998      1999         1998
                                                          (In Thousands)         (In Thousands)
<S>                                                    <C>        <C>       <C>          <C>
                OPERATING REVENUES
Domestic electric                                      $671,457   $593,326  $1,609,285   $1,430,665
Natural gas                                               4,619      4,410      21,603       27,710
Steam products                                                -     11,626      15,550       32,151
                                                       --------   --------  ----------   ----------
TOTAL                                                   676,076    609,362   1,646,438    1,490,526
                                                       --------   --------  ----------   ----------

                OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                           180,037    159,442     451,301      406,696
   Purchased power                                      163,546     95,358     296,075      254,989
   Nuclear refueling outage expenses                      5,010      3,334      10,366       11,558
   Other operation and maintenance                       96,661     99,871     302,718      296,572
Decommissioning                                           1,362      1,162       6,152        5,010
Taxes other than income taxes                            30,611     33,191      86,421       92,159
Depreciation and amortization                            40,053     50,178     139,885      154,298
Other regulatory credits - net                           (3,390)    (1,847)    (15,677)     (11,830)
Amortization of rate deferrals                            1,402      2,269      85,795       19,480
                                                       --------   --------  ----------   ----------
TOTAL                                                   515,292    442,958   1,363,036    1,228,932
                                                       --------   --------  ----------   ----------

OPERATING INCOME                                        160,784    166,404     283,402      261,594
                                                       --------   --------  ----------   ----------

                   OTHER INCOME
Allowance for equity funds used during construction       2,424        757       4,741        2,057
Gain on sale of assets                                      602        407       1,512        1,182
Miscellaneous - net                                       5,909      6,950      12,462       12,673
                                                       --------   --------  ----------   ----------
TOTAL                                                     8,935      8,114      18,715       15,912
                                                       --------   --------  ----------   ----------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                               34,117     37,104     103,645      114,192
Other interest - net                                      3,112      1,132       4,683        2,847
Dividends on preferred securities of subsidiary           1,859      1,859       5,578        5,578
Allowance for borrowed funds used during construction    (2,170)      (611)     (4,305)      (1,625)
                                                       --------   --------  ----------   ----------
TOTAL                                                    36,918     39,484     109,601      120,992
                                                       --------   --------  ----------   ----------

INCOME BEFORE INCOME TAXES                              132,801    135,034     192,516      156,514

Income taxes                                             51,880     56,721      81,136       68,686
                                                       --------   --------  ----------   ----------

NET INCOME                                               80,921     78,313     111,380       87,828

Preferred and preference dividend requirements and other  4,108      4,747      12,774       14,335
                                                       --------   --------  ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                            $76,813    $73,566     $98,606      $73,493
                                                       ========   ========  ==========   ==========
See Notes to Financial Statements.

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


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

                                                         1999         1998
                                                            (In Thousands)
  <S>                                                  <C>           <C>
                OPERATING ACTIVITIES
  Net income                                            $111,380      $87,828
  Noncash items included in net income:
    Amortization of rate deferrals                        85,795       19,480
    Reserve for regulatory adjustments                  (107,901)      76,883
    Other regulatory credits                             (15,677)     (11,830)
    Depreciation, amortization, and decommissioning      146,037      159,308
    Deferred income taxes and investment tax credits      18,482        4,456
    Allowance for equity funds used during construction   (4,741)      (2,057)
    Gain on sale of assets                                (1,512)      (1,182)
  Changes in working capital:
    Receivables                                          (72,852)     (14,841)
    Fuel inventory                                       (12,196)       6,560
    Accounts payable                                      16,240       (9,621)
    Taxes accrued                                         81,302       65,956
    Interest accrued                                       7,396        8,189
    Deferred fuel costs                                  (40,647)     (43,391)
    Other working capital accounts                       (13,133)        (296)
  Decommissioning trust contributions and realized
      change in trust assets                              (8,162)        (617)
  Provision for estimated losses and reserves              5,529       (4,978)
  Changes in other regulatory assets                       1,217          587
  Other                                                   10,286      (16,637)
                                                       ---------    ---------
  Net cash flow provided by operating activities         206,843      323,797
                                                       ---------    ---------

                INVESTING ACTIVITIES
  Construction expenditures                             (122,538)     (77,904)
  Allowance for equity funds used during construction      4,741        2,057
  Nuclear fuel purchases                                 (51,980)        (226)
  Proceeds from sale/leaseback of nuclear fuel            43,009          219
                                                       ---------    ---------
  Net cash flow used in investing activities            (126,768)     (75,854)
                                                       ---------    ---------

                FINANCING ACTIVITIES
  Proceeds from issuance of:
     Other long-term debt                                122,999       21,600
  Retirement of:
     First mortgage bonds                                (25,000)     (25,000)
     Other long-term debt                                (22,920)     (72,090)
  Redemption of preferred stock                          (25,931)      (6,250)
  Dividends paid:
    Common stock                                         (88,000)    (109,400)
    Preferred stock                                      (12,873)     (14,362)
                                                       ---------    ---------
  Net cash flow used in financing activities             (51,725)    (205,502)
                                                       ---------    ---------

Net increase in cash and cash equivalents                 28,350       42,441

Cash and cash equivalents at beginning of period         115,736      127,775
                                                       ---------    ---------

Cash and cash equivalents at end of period              $144,086     $170,216
                                                       =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                $101,963     $109,058
    Income taxes                                          $3,114      $23,164
  Noncash investing and financing activities:
    Change in unrealized appreciation of
      decommissioning trust assets                        $8,540       $4,907

See Notes to Financial Statements.

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

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

                                                           1999        1998
                                                            (In Thousands)
<S>                                                     <C>          <C>
                  CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                     $12,186      $11,629
  Temporary cash investments - at cost,
    which approximates market                               29,900      104,107
      Special deposits                                     102,000            -
                                                        ----------   ----------
        Total cash and cash equivalents                    144,086      115,736
                                                        ----------   ----------
Accounts receivable:
  Customer                                                 108,065       78,961
  Allowance for doubtful accounts                           (1,735)      (1,735)
  Associated companies                                      17,783       23,250
  Other                                                     28,890       28,265
  Accrued unbilled revenues                                108,159       59,569
                                                        ----------   ----------
    Total receivables                                      261,162      188,310
                                                        ----------   ----------
Deferred fuel costs                                        173,544      132,896
Fuel inventory - at average cost                            42,397       30,201
Materials and supplies - at average cost                   108,531      108,346
Rate deferrals                                               5,606        9,077
Prepayments and other                                       24,530       20,495
                                                        ----------   ----------
TOTAL                                                      759,856      605,061
                                                        ----------   ----------

          OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                226,471      209,770
Non-utility property - at cost (less accumulated
  depreciation)                                            187,054      165,272
Other - at cost (less accumulated depreciation)             13,498       12,426
                                                        ----------   ----------
TOTAL                                                      427,023      387,468
                                                        ----------   ----------

                  UTILITY PLANT
Electric                                                 7,353,247    7,250,789
Property under capital lease                                48,074       54,427
Natural gas                                                 52,996       51,053
Steam products                                                   -       80,537
Construction work in progress                              100,660      105,121
Nuclear fuel under capital lease                            81,191       46,572
                                                        ----------   ----------
TOTAL UTILITY PLANT                                      7,636,168    7,588,499
Less - accumulated depreciation and amortization        (3,509,640)  (3,141,518)
                                                        ----------   ----------
UTILITY PLANT - NET                                      4,126,528    4,446,981
                                                        ----------   ----------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
    Rate deferrals                                           7,008       89,333
    SFAS 109 regulatory asset - net                        374,796      376,406
    Unamortized loss on reacquired debt                     39,522       42,879
    Other regulatory assets                                 90,307       89,914
Long-term receivables                                       32,876       34,617
Other                                                       22,584      221,085
                                                        ----------   ----------
TOTAL                                                      567,093      854,234
                                                        ----------   ----------
TOTAL ASSETS                                            $5,880,500   $6,293,744
                                                        ==========   ==========
See Notes to Financial Statements.


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

                         ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                 September 30, 1999 and December 31, 1998
                              (Unaudited)

                                                              1999        1998
                                                               (In Thousands)
<S>                                                        <C>          <C>
                 CURRENT LIABILITIES
Currently maturing long-term debt                            $148,000      $71,515
Accounts payable:
  Associated companies                                         51,893       60,932
  Other                                                       116,381       91,102
Customer deposits                                              32,788       31,462
Taxes accrued                                                 137,082       55,780
Accumulated deferred income taxes                              42,376       21,260
Nuclear refueling outage costs                                  5,700       16,991
Interest accrued                                               50,027       42,631
Obligations under capital leases                               35,176       34,343
Other                                                          17,193       16,325
                                                           ----------   ----------
TOTAL                                                         636,616      442,341
                                                           ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                           1,091,162    1,081,598
Accumulated deferred investment tax credits                   180,090      193,509
Obligations under capital leases                               94,089       66,656
Other regulatory liabilities                                   20,809       30,287
Regulatory reserves                                           100,588      515,023
Accumulated provisions                                         66,428       60,899
Other                                                         258,661      455,997
                                                           ----------   ----------
TOTAL                                                       1,811,827    2,403,969
                                                           ----------   ----------

Long-term debt                                              1,631,522    1,631,658
Preferred stock with sinking fund                              34,650       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 in 1999
  and 1998                                                    114,055      114,055
Paid-in capital                                             1,152,575    1,152,575
Retained earnings                                             212,811      202,205
                                                           ----------   ----------
TOTAL                                                       1,530,885    1,520,279
                                                           ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $5,880,500   $6,293,744
                                                           ==========   ==========
See Notes To Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       ENTERGY GULF STATES, INC.
                      SELECTED OPERATING RESULTS
    For the Three and Nine Months Ended September 30, 1999 and 1998
                               (Unaudited)


                                        Three Months Ended    Increase/
           Description                  1999        1998     (Decrease)       %
                                          (In Millions)
<S>                                   <C>         <C>           <C>            <C>
Electric Operating Revenues:
  Residential                         $ 209.9     $ 202.7       $ 7.2           4
  Commercial                            121.8       113.8         8.0           7
  Industrial                            197.8       189.1         8.7           5
  Governmental                            7.2         7.8        (0.6)         (8)
                                    ---------------------------------
    Total retail                        536.7       513.4        23.3           5
  Sales for resale
     Associated companies                27.0         3.2        23.8         744
     Non-associated companies            50.4        39.4        11.0          28
  Other                                  57.4        37.3        20.1          54
                                    ---------------------------------
    Total                             $ 671.5     $ 593.3      $ 78.2          13
                                    =================================

Billed Electric Energy
 Sales (GWH):
  Residential                           3,182       3,210         (28)         (1)
  Commercial                            2,175       2,102          73           3
  Industrial                            4,555       4,631         (76)         (2)
  Governmental                            112         141         (29)        (21)
                                    ---------------------------------
    Total retail                       10,024      10,084         (60)         (1)
  Sales for resale
     Associated companies                 306          85         221         260
     Non-associated companies           1,104       1,162         (58)         (5)
                                    ---------------------------------
    Total                              11,434      11,331         103           1
                                    =================================


                                        Nine Months Ended      Increase/
           Description                  1999        1998      (Decrease)       %
                                         (In Millions)
Electric Operating Revenues:
  Residential                         $ 463.3     $ 470.5       ($7.2)         (2)
  Commercial                            316.3       317.3        (1.0)          -
  Industrial                            524.3       539.3       (15.0)         (3)
  Governmental                           20.5        29.1        (8.6)        (30)
                                    ---------------------------------
    Total retail                      1,324.4     1,356.2       (31.8)         (2)
  Sales for resale
     Associated companies                31.6        13.3        18.3         138
     Non-associated companies            86.4        88.1        (1.7)         (2)
  Other                                 166.9       (26.9)      193.8         720
                                    ---------------------------------
    Total                           $ 1,609.3   $ 1,430.7     $ 178.6          12
                                    =================================
Billed Electric Energy
 Sales (GWH):
  Residential                           7,024       6,878         146           2
  Commercial                            5,558       5,190         368           7
  Industrial                           13,111      13,594        (483)         (4)
  Governmental                            314         460        (146)        (32)
                                    ---------------------------------
    Total retail                       26,007      26,122        (115)          -
  Sales for resale
     Associated companies                 476         347         129          37
     Non-associated companies           2,517       2,608         (91)         (3)
                                    ---------------------------------
    Total                              29,000      29,077         (77)          -
                                    =================================



</TABLE>
<PAGE>

                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September  30,  1999
compared to the three months ended September 30, 1998 primarily due  to  an
increase in unbilled revenue, and decreases in interest charges and nuclear
refueling  outage  expenses,  partially  offset  by  a  decrease  in  sales
volume/weather revenues.

      Net  income  increased for the nine months ended September  30,  1999
compared  to the nine months ended September 30, 1998 primarily due  to  an
increase  in  unbilled  revenue,  and  decreases  in  other  operation  and
maintenance  expenses,  interest  charges,  and  nuclear  refueling  outage
expenses.

Revenues and Sales

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

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

Base revenues                                $3.1                    $5.7
Fuel cost recovery                            9.8                    22.8
Sales volume/weather                         (8.0)                   (0.6)
Other revenue (including unbilled)           16.1                    75.6
Sales for resale                             18.3                    13.4
					    -----                  ------
   Total                                    $39.3                  $116.9
                                            =====                  ======

Fuel cost recovery

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

      Fuel  cost recovery revenues increased for the three and nine  months
ended September 30, 1999 primarily due to a shift from lower priced nuclear
fuel  to  higher priced gas and purchased power due to nuclear  outages  at
Waterford 3 in 1999.

Sales volume/weather

      Sales volume decreased for the three months ended September 30,  1999
primarily  due to less favorable weather in the residential and  commercial
sectors.

Other revenue

      Other revenue increased for the three and nine months ended September
30,  1999  primarily due to a change in estimated unbilled  revenues.   The
changed  estimate  more  closely  aligns the  fuel  component  of  unbilled
revenues with regulatory treatment.  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.

<PAGE>
                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales for resale revenue

      Sales  for  resale  increased for the three  and  nine  months  ended
September  30,  1999 primarily due to increased sales to  affiliates  as  a
result of outages at affiliate plants in 1999 and favorable unit prices  in
July  and  August 1999 caused by increased purchased power and natural  gas
market prices.

Expenses

Fuel and purchased power

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

Nuclear refueling outage expenses

      Nuclear  refueling outage expenses decreased for the three and  nine
months  ended September 30, 1999 as a result of the amortization of larger
outage  expenses in 1998 due to the extended nuclear refueling  outage  in
1997.

Other operation and maintenance

      Other  operation  and maintenance expenses decreased  for  the  nine
months ended September 30, 1999 primarily due to:

     o  insurance settlement proceeds received in June 1999 related to the
        replacement of a heat exchanger;
     o  the receipt of higher insurance distributions in 1999;
     o  the  capitalization of costs associated with return to  service
        projects; and
     o  a reduction in outside contractors at Waterford 3.

Other

Interest charges

      Interest  on long-term debt decreased for the three and  nine  months
ended  September 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  September
30,  1999  and  1998  remained relatively unchanged  at  39.4%  and  39.8%,
respectively.   The  effective income tax rates for the nine  months  ended
September 30, 1999 and 1998 also remained relatively unchanged at 39.8% and
40.9%, respectively.
<PAGE>
                            ENTERGY LOUISIANA, INC.
                              INCOME STATEMENTS
      For the Three and Nine Months Ended September 30, 1999 and 1998
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                         Three Months Ended       Nine Months Ended
                                                          1999        1998         1999       1998
                                                           (In Thousands)           (In Thousands)
<S>                                                      <C>         <C>       <C>          <C>

                 OPERATING REVENUES
Domestic electric                                        $576,956    $537,632  $1,434,692   $1,317,785
                                                         --------    --------  ----------   ----------
                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                             112,908     134,630     275,531      280,340
   Purchased power                                        156,391     102,559     340,973      291,914
   Nuclear refueling outage expenses                        3,481       5,435      12,403       16,305
   Other operation and maintenance                         72,181      72,276     205,497      215,785
Decommissioning                                             2,197       2,197       6,590        6,590
Taxes other than income taxes                              19,145      18,237      55,815       53,708
Depreciation and amortization                              38,601      37,905     120,564      120,742
Other regulatory credits - net                                  -           -           -       (1,754)
                                                         --------    --------  ----------   ----------
TOTAL                                                     404,904     373,239   1,017,373      983,630
                                                         --------    --------  ----------   ----------
OPERATING INCOME                                          172,052     164,393     417,319      334,155
                                                         --------    --------  ----------   ----------
                    OTHER INCOME
Allowance for equity funds used during construction           790         586       3,282        1,406
Gain on sale of assets                                          -           -           -        2,340
Miscellaneous - net                                           862         340       1,442          368
                                                         --------    --------  ----------   ----------
TOTAL                                                       1,652         926       4,724        4,114
                                                         --------    --------  ----------   ----------
             INTEREST AND OTHER CHARGES
Interest on long-term debt                                 24,728      27,181      78,472       84,790
Other interest - net                                        1,609       1,665       3,821        4,682
Dividends on preferred securities of subsidiary             1,575       1,575       4,725        4,725
Allowance for borrowed funds used during construction        (631)       (535)     (2,998)      (1,285)
                                                         --------    --------  ----------   ----------
TOTAL                                                      27,281      29,886      84,020       92,912
                                                         --------    --------  ----------   ----------
INCOME BEFORE INCOME TAXES                                146,423     135,433     338,023      245,357

Income taxes                                               57,744      53,963     134,485      100,424
                                                         --------    --------  ----------   ----------
NET INCOME                                                 88,679      81,470     203,538      144,933

Preferred dividend requirements and other                   2,378       3,253       7,427        9,760
                                                         --------    --------  ----------   ----------
EARNINGS APPLICABLE TO
COMMON STOCK                                              $86,301     $78,217    $196,111     $135,173
                                                         ========    ========  ==========   ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>

                            ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS
            For the Nine Months Ended September 30, 1999 and 1998
                                (Unaudited)
<TABLE>
<CAPTION>

                                                                  1999         1998
                                                                   (In Thousands)

                 OPERATING ACTIVITIES
  <S>                                                           <C>          <C>
  Net income                                                    $203,538     $144,933
  Noncash items included in net income:
    Other regulatory credits                                           -       (1,754)
    Depreciation, amortization, and decommissioning              127,154      127,332
    Deferred income taxes and investment tax credits              25,141        4,842
    Allowance for equity funds used during construction           (3,282)      (1,406)
    Gain on sale of assets                                             -       (2,340)
  Changes in working capital:
    Receivables                                                 (107,103)     (64,824)
    Accounts payable                                              96,470      (12,277)
    Taxes accrued                                                 63,173      108,558
    Interest accrued                                             (28,789)       1,895
    Deferred fuel costs                                          (64,836)     (18,217)
    Other working capital accounts                                (2,438)      14,826
  Decommissioning trust contributions and realized
      change in trust assets                                      (8,510)     (11,062)
  Provision for estimated losses and reserves                      2,290        6,024
  Changes in other regulatory assets                              20,033       12,109
  Other                                                          (23,864)     (51,693)
                                                                --------     --------
  Net cash flow provided by operating activities                 298,977      256,946
                                                                --------     --------
                 INVESTING ACTIVITIES
  Construction expenditures                                      (86,163)     (62,672)
  Allowance for equity funds used during construction              3,282        1,406
  Nuclear fuel purchases                                         (11,308)     (22,293)
  Proceeds from sale/leaseback of nuclear fuel                    11,308        9,872
                                                                --------     --------
  Net cash flow used in investing activities                     (82,881)     (73,687)
                                                                --------     --------
                 FINANCING ACTIVITIES
  Proceeds from issuance of:
     First mortgage bonds                                         74,679      112,556
     Other long-term debt                                        113,418            -
  Retirement of:
     First mortgage bonds                                       (122,600)    (150,561)
     Other long-term debt                                       (129,710)        (175)
  Redemption of preferred stock                                  (50,000)           -
  Dividends paid:
    Common stock                                                (165,400)    (138,500)
    Preferred stock                                               (8,010)      (9,760)
                                                                --------     --------
  Net cash flow used in financing activities                    (287,623)    (186,440)
                                                                --------     --------
Net increase (decrease) in cash and cash equivalents             (71,527)      (3,181)

Cash and cash equivalents at beginning of period                  83,030       43,920
                                                                --------     --------
Cash and cash equivalents at end of period                       $11,503      $40,739
                                                                ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $111,675      $88,282
    Income taxes                                                 $82,454      $21,150
  Noncash investing and financing activities:
    Change in unrealized appreciation/(depreciation) of
      decommissioning trust assets                                $1,987        ($138)

See Notes to Financial Statements.

</TABLE>
<PAGE>


                                ENTERGY LOUISIANA, INC.
                                    BALANCE SHEETS
                                        ASSETS
                      September 30, 1999 and December 31, 1998
                                     (Unaudited)


<TABLE>
<CAPTION>


                                                                    1999          1998
                                                                      (In Thousands)

                     CURRENT ASSETS
<S>                                                               <C>           <C>
Cash and cash equivalents:
  Cash                                                            $11,503       $10,187
  Temporary cash investments - at cost,
    which approximates market                                           -        72,843
                                                               ----------    ----------
        Total cash and cash equivalents                            11,503        83,030
                                                               ----------    ----------
Accounts receivable:
  Customer                                                        122,517        65,262
  Allowance for doubtful accounts                                  (1,164)       (1,164)
  Associated companies                                             16,538        33,775
  Other                                                            12,030        19,305
  Accrued unbilled revenues                                       124,900        50,540
                                                               ----------    ----------
    Total receivables                                             274,821       167,718
                                                               ----------    ----------
Deferred fuel costs                                                57,038             -
Accumulated deferred income taxes                                       -        13,331
Materials and supplies - at average cost                           81,536        82,220
Deferred nuclear refueling outage costs                            14,814         6,498
Prepayments and other                                               7,961        11,566
                                                               ----------    ----------
TOTAL                                                             447,673       364,363
                                                               ----------    ----------
             OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                     14,230        14,230
Decommissioning trust funds                                        93,178        82,680
Non-utility property - at cost (less accumulated depreciation)     21,454        21,460
                                                               ----------    ----------
TOTAL                                                             128,862       118,370
                                                               ----------    ----------

                     UTILITY PLANT
Electric                                                        5,191,079     5,095,278
Property under capital lease                                      234,339       234,339
Construction work in progress                                      75,584        85,565
Nuclear fuel under capital lease                                   59,048        75,814
                                                               ----------    ----------
TOTAL UTILITY PLANT                                             5,560,050     5,490,996
Less - accumulated depreciation and amortization               (2,274,416)   (2,158,800)
                                                               ----------    ----------
UTILITY PLANT - NET                                             3,285,634     3,332,196
                                                               ----------    ----------
            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
    SFAS 109 regulatory asset - net                               253,799       270,068
    Unamortized loss on reacquired debt                            33,810        30,629
    Other regulatory assets                                        45,835        49,599
Other                                                              16,469        15,816
                                                               ----------    ----------
TOTAL                                                             349,913       366,112
                                                               ----------    ----------
TOTAL ASSETS                                                   $4,212,082    $4,181,041
                                                               ==========    ==========
See Notes to Financial Statements.


</TABLE>
<PAGE>



                           ENTERGY LOUISIANA, INC.
                                BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS'EQUITY
                 September 30, 1999 and December 31, 1998
                                (Unaudited)

<TABLE>
<CAPTION>


                                                               1999        1998
                                                                (In Thousands)

                 CURRENT LIABILITIES
<S>                                                           <C>            <C>
Currently maturing long-term debt                             $120,448       $6,772
Accounts payable:
  Associated companies                                         140,719       43,051
  Other                                                         89,267       90,465
Customer deposits                                               55,489       55,966
Taxes accrued                                                   81,376       18,203
Accumulated deferred income taxes                               14,821            -
Interest accrued                                                24,513       53,302
Deferred fuel cost                                                   -        7,798
Obligations under capital leases                                32,539       32,539
Other                                                            9,079        7,644
                                                            ----------   ----------
TOTAL                                                          568,251      315,740
                                                            ----------   ----------
        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                              826,143      840,931
Accumulated deferred investment tax credits                    124,538      128,689
Obligations under capital leases                                26,509       43,275
Other regulatory liabilities                                    12,824       10,836
Accumulated provisions                                          54,934       52,645
Other                                                           39,711       39,791
                                                            ----------   ----------
TOTAL                                                        1,084,659    1,116,167
                                                            ----------   ----------
Long-term debt                                               1,161,594    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 in
  1999 and 1998                                              1,088,900    1,088,900
Capital stock expense and other                                 (2,321)      (2,320)
Retained earnings                                              105,499       74,739
                                                            ----------   ----------
TOTAL                                                        1,292,578    1,261,819
                                                            ----------   ----------
Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $4,212,082   $4,181,041
                                                            ==========   ==========
See Notes To Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY LOUISIANA, INC.
                       SELECTED OPERATING RESULTS
   For the Three and Nine Months Ended September 30, 1999 and 1998
                            (Unaudited)


                                       Three Months Ended     Increase/
           Description                 1999         1998     (Decrease)        %
                                          (In Millions)
<S>                                  <C>          <C>            <C>            <C>
Electric Operating Revenues:
  Residential                        $ 228.2      $ 224.1        $ 4.1          2
  Commercial                           116.3        112.2          4.1          4
  Industrial                           168.4        155.0         13.4          9
  Governmental                           9.1          8.8          0.3          3
                                     ---------------------------------
    Total retail                       522.0        500.1         21.9          4
  Sales for resale
     Associated companies               18.4          3.7         14.7        397
     Non-associated companies           19.6         16.0          3.6         23
  Other                                 16.9         17.8         (0.9)        (5)
                                     ---------------------------------
    Total                            $ 576.9      $ 537.6       $ 39.3          7
                                     =================================
Billed Electric Energy
 Sales (GWH):
  Residential                          2,955        3,058         (103)        (3)
  Commercial                           1,568        1,615          (47)        (3)
  Industrial                           3,802        3,805           (3)         -
  Governmental                           123          126           (3)        (2)
                                     ---------------------------------
    Total retail                       8,448        8,604         (156)        (2)
  Sales for resale
     Associated companies                150           76           74         97
     Non-associated companies            195          207          (12)        (6)
                                     ---------------------------------
    Total                              8,793        8,887          (94)        (1)
                                     =================================

                                       Nine Months Ended       Increase/
           Description                 1999         1998       (Decrease)       %
                                          (In Millions)
Electric Operating Revenues:
  Residential                        $ 485.6      $ 465.0       $ 20.6          4
  Commercial                           289.4        274.7         14.7          5
  Industrial                           463.1        441.0         22.1          5
  Governmental                          25.0         24.5          0.5          2
                                   -----------------------------------
    Total retail                     1,263.1      1,205.2         57.9          5
  Sales for resale
     Associated companies               26.3         14.0         12.3         88
     Non-associated companies           43.9         42.8          1.1          3
  Other                                101.4         55.8         45.6         82
                                   -----------------------------------
    Total                          $ 1,434.7    $ 1,317.8      $ 116.9          9
                                   ===================================
Billed Electric Energy
 Sales (GWH):
  Residential                          6,615        6,620           (5)         -
  Commercial                           3,986        3,979            7          -
  Industrial                          11,205       11,120           85          1
  Governmental                           354          364          (10)        (3)
                                     ---------------------------------
    Total retail                      22,160       22,083           77          -
  Sales for resale
     Associated companies                390          311           79         25
     Non-associated companies            672          619           53          9
                                     ---------------------------------
    Total                             23,222       23,013          209          1
                                     =================================
</TABLE>
<PAGE>
                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income decreased for the three and nine months ended September 30,
1999  compared  to  the  three and nine months  ended  September  30,  1998
primarily due to a decrease in unbilled revenues and an increase  in  other
operation  and  maintenance expense, partially  offset  by  a  decrease  in
interest expense.

Revenues and Sales

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

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

Base revenues                             ($4.0)                 ($6.5)
Grand Gulf rate rider                     (40.9)                 (94.7)
Fuel cost recovery                         (3.6)                  (7.7)
Sales volume/weather                        1.2                    5.2
Other revenue (including unbilled)         (5.9)                 (32.7)
Sales for resale                           (4.4)                 (18.1)
					 ------                -------
   Total                                 ($57.6)               ($154.5)
                                         ======                =======

Base revenues

      Base revenues decreased for the three and nine months ended September
30, 1999 due to a base rate reduction that became effective in May 1999.

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 nine months
ended  September 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 also 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 decreased for the three and nine months ended September
30,  1999  primarily due to less favorable weather in  1999.  A  change  in
estimated unbilled revenues also significantly contributed to the  decrease
for  the  nine months ended September 30, 1999.  The changed estimate  more
closely  aligns  the  fuel component of unbilled revenues  with  regulatory
treatment.   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.

<PAGE>
                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales for resale

      Sales  for  resale  decreased for the three  and  nine  months  ended
September  30,  1999  primarily due to a decrease in  sales  to  associated
companies  as a result of decreased oil generation due to plant outages  at
Entergy  Mississippi  in  1999.  The decrease for  the  nine  months  ended
September 30, 1999 was also due to higher sales to associated companies  in
1998 as a result of an outage at Entergy Arkansas.

Expenses

Fuel and purchased power expenses

     Net fuel and purchased power expenses decreased slightly for the three
and  nine  months  ended  September 30, 1999 due to  a  decrease  in  total
generation  requirements.  The decrease was largely offset by a shift  from
lower priced oil generation to higher priced purchased power as a result of
plant outages in 1999.

Other operation and maintenance

      Other operation and maintenance expenses increased for the three  and
nine months ended September 30, 1999 primarily due to:

     o  plant outages in 1999;
     o  an increase in customer service and reliability improvement spending;
     o  adjustments to compensation accruals; and
     o  an increase in casualty reserves.

Other regulatory charges

     Other regulatory charges decreased for the three and nine months ended
September 30, 1999 due to a decreased over-recovery of Grand Gulf 1 related
costs because of the new rider implemented in October 1998.

Amortization of rate deferrals

     Amortization of rate deferrals decreased for the three and nine months
ended  September 30, 1999 due to the completion of the Grand  Gulf  1  rate
phase-in plan in September 1998.  These phase-ins had no material effect on
net income.

Other

Interest and other charges

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

Income taxes

      The  effective income tax rates for the three months ended  September
30,  1999  and  1998  remained relatively unchanged  at  35.4%  and  35.7%,
respectively.   The  effective income tax rates for the nine  months  ended
September 30, 1999 and 1998 remained unchanged at 34.8%.

<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY MISSISSIPPI, INC.
                            INCOME STATEMENTS
    For the Three and Nine Months Ended September 30, 1999 and 1998
                               (Unaudited)

                                                     Three Months Ended      Nine Months Ended
                                                     1999        1998        1999         1998
                                                       (In Thousands)          (In Thousands)
<S>                                                 <C>         <C>         <C>          <C>
              OPERATING REVENUES
Domestic electric                                   $267,159    $324,784    $644,239     $798,709
                                                    --------    --------    --------     --------
              OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                         44,842      85,859     141,617      196,260
   Purchased power                                   111,236      71,404     259,505      210,030
   Other operation and maintenance                    35,355      30,631     108,268       91,883
Taxes other than income taxes                         11,752      12,060      33,496       34,259
Depreciation and amortization                          9,166      10,900      31,665       33,294
Other regulatory charges (credits) - net              12,290      24,912      (5,681)       2,883
Amortization of rate deferrals                             -      34,990           -      104,969
                                                    --------    --------    --------     --------
TOTAL                                                224,641     270,756     568,870      673,578
                                                    --------    --------    --------     --------

OPERATING INCOME                                      42,518      54,028      75,369      125,131
                                                    --------    --------    --------     --------

           OTHER INCOME (DEDUCTIONS)
Allowance for equity funds used during construction      325          17         693           17
Gain (loss) on sale of assets                              1          (1)          -        1,023
Miscellaneous - net                                    1,723         971       5,215        3,002
                                                    --------    --------    --------     --------
TOTAL                                                  2,049         987       5,908        4,042
                                                    --------    --------    --------     --------

          INTEREST AND OTHER CHARGES
Interest on long-term debt                             8,113       9,153      27,135       28,614
Other interest - net                                     849         577       2,294        2,737
Allowance for borrowed funds used during construction   (330)       (287)     (1,026)        (420)
                                                    --------    --------    --------     --------
TOTAL                                                  8,632       9,443      28,403       30,931
                                                    --------    --------    --------     --------

INCOME BEFORE INCOME TAXES                            35,935      45,572      52,874       98,242

Income taxes                                          12,724      16,252      18,425       34,215
                                                    --------    --------    --------     --------

NET INCOME                                            23,211      29,320      34,449       64,027

Preferred dividend requirements and other                842         842       2,527        2,527
                                                    --------    --------    --------     --------

EARNINGS APPLICABLE TO
COMMON STOCK                                         $22,369     $28,478     $31,922      $61,500
                                                    ========    ========    ========     ========
See Notes to Financial Statements.

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

                                                                     1999        1998
                                                                      (In Thousands)
  <S>                                                              <C>           <C>
                  OPERATING ACTIVITIES
  Net income                                                        $34,449      $64,027
  Noncash items included in net income:
    Amortization of rate deferrals                                        -      104,969
    Other regulatory charges (credits)                               (5,681)       2,883
    Depreciation and amortization                                    31,665       33,294
    Deferred income taxes and investment tax credits                 15,432      (35,447)
    Allowance for equity funds used during construction                (693)         (17)
    Gain on sale of assets                                                -       (1,023)
  Changes in working capital:
    Receivables                                                      10,702      (50,374)
    Fuel inventory                                                   (1,942)         809
    Accounts payable                                                 31,504      (32,907)
    Taxes accrued                                                    51,337       43,546
    Interest accrued                                                 (1,351)      (1,212)
    Deferred fuel costs                                             (37,805)         678
    Other working capital accounts                                   10,428       (8,348)
  Provision for estimated losses and reserves                         2,033       (5,499)
  Changes in other regulatory assets                                (39,284)     (28,143)
  Other                                                               2,526       16,892
                                                                   --------     --------
  Net cash flow provided by operating activities                    103,320      104,128
                                                                   --------     --------

                  INVESTING ACTIVITIES
  Construction expenditures                                         (59,151)     (31,391)
  Allowance for equity funds used during construction                   693           17
                                                                   --------     --------
  Net cash flow used in investing activities                        (58,458)     (31,374)
                                                                   --------     --------

                  FINANCING ACTIVITIES
  Proceeds from issuance of:
     G&R mortgage bonds                                             124,192       78,703
     Other long-term debt                                            29,491            -
  Retirement of:
     G&R mortgage bonds                                            (132,413)     (80,000)
     Other long-term debt                                           (30,865)         (20)
  Dividends paid:
    Common stock                                                    (28,700)     (66,000)
    Preferred stock                                                  (2,521)      (2,527)
                                                                   --------     --------
  Net cash flow used in financing activities                        (40,816)     (69,844)
                                                                   --------     --------

Net increase in cash and cash equivalents                             4,046        2,910

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

Cash and cash equivalents at end of period                           $6,686       $9,726
                                                                   ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid/(received) during the period for:
    Interest - net of amount capitalized                            $29,386      $31,585
    Income taxes                                                   ($53,785)     $18,926

See Notes to Financial Statements.


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

                                                                  1999        1998
                                                                   (In Thousands)
<S>                                                            <C>          <C>
                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                             $6,686       $2,640

Accounts receivable:
  Customer                                                         48,245       39,701
  Allowance for doubtful accounts                                  (1,217)      (1,217)
  Associated companies                                              3,004        5,703
  Other                                                               623        1,267
  Accrued unbilled revenues                                        30,000       45,904
                                                               ----------   ----------
    Total receivables                                              80,655       91,358
                                                               ----------   ----------
Deferred fuel costs                                                39,913        2,108
Accumulated deferred income taxes                                   4,759          665
Fuel inventory - at average cost                                    4,945        3,002
Materials and supplies - at average cost                           16,533       17,149
Prepayments and other                                               6,336       12,256
                                                               ----------   ----------
TOTAL                                                             159,827      129,178
                                                               ----------   ----------

             OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                      5,531        5,531
Non-utility property - at cost (less accumulated
  depreciation)                                                     6,997        7,056
Other - at cost (less accumulated depreciation)                         -           13
                                                               ----------   ----------
TOTAL                                                              12,528       12,600
                                                               ----------   ----------

                      UTILITY PLANT
Electric                                                        1,766,552    1,718,426
Property under capital lease                                          407          477
Construction work in progress                                      40,036       35,317
                                                               ----------   ----------
TOTAL UTILITY PLANT                                             1,806,995    1,754,220
Less - accumulated depreciation and amortization                 (710,426)    (685,214)
                                                               ----------   ----------
UTILITY PLANT - NET                                             1,096,569    1,069,006
                                                               ----------   ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
    SFAS 109 regulatory asset - net                                25,201       25,515
    Unamortized loss on reacquired debt                            16,677        7,981
    Other regulatory assets                                       140,199      100,601
Other                                                               6,927        6,048
                                                               ----------   ----------
TOTAL                                                             189,004      140,145
                                                               ----------   ----------

TOTAL ASSETS                                                   $1,457,928   $1,350,929
                                                               ==========   ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      ENTERGY MISSISSIPPI, INC.
                            BALANCE SHEETS
                LIABILITIES AND SHAREHOLDERS' EQUITY
              September 30, 1999 and December 31, 1998
                             (Unaudited)

                                                                  1999        1998
                                                                   (In Thousands)
<S>                                                           <C>         <C>
                  CURRENT LIABILITIES
Currently maturing long-term debt                                     $-         $20
Accounts payable:
  Associated companies                                            48,209      44,091
  Other                                                           45,830      18,444
Customer deposits                                                 22,206      18,265
Taxes accrued                                                     57,350       6,013
Interest accrued                                                  13,281      14,632
Obligations under capital leases                                      93          92
Other                                                              2,278       2,319
                                                              ----------  ----------
TOTAL                                                            189,247     103,876
                                                              ----------  ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                301,488     281,017
Accumulated deferred investment tax credits                       21,283      22,408
Obligations under capital leases                                     314         384
Accumulated provisions                                             5,233       3,200
Other                                                                634       4,331
                                                              ----------  ----------
TOTAL                                                            328,952     311,340
                                                              ----------  ----------

Long-term debt                                                   464,411     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 in 1999
 and 1998                                                        199,326     199,326
Capital stock expense and other                                      (59)        (59)
Retained earnings                                                225,670     222,449
                                                              ----------  ----------
TOTAL                                                            475,318     472,097
                                                              ----------  ----------

Commitments and Contingencies (Notes 1 and 2)

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $1,457,928  $1,350,929
                                                              ==========  ==========
See Notes To Financial Statements.

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

                         ENTERGY MISSISSIPPI, INC.
                         SELECTED OPERATING RESULTS
     For the Three and Nine Months Ended September 30, 1999 and 1998
                               (Unaudited)


                                     Three Months Ended      Increase/
          Description                1999          1998     (Decrease)       %
                                        (In Millions)
<S>                                 <C>          <C>         <C>            <C>
Electric Operating Revenues:
  Residential                       $ 114.1      $ 139.2     ($25.1)        (18)
  Commercial                           75.3         89.5      (14.2)        (16)
  Industrial                           39.4         46.0       (6.6)        (14)
  Governmental                          6.3          7.7       (1.4)        (18)
                                    -------------------------------
    Total retail                      235.1        282.4      (47.3)        (17)
  Sales for resale
     Associated companies              23.4         29.3       (5.9)        (20)
     Non-associated companies          11.9         10.4        1.5          14
  Other                                (3.2)         2.7       (5.9)       (219)
                                    -------------------------------
    Total                           $ 267.2      $ 324.8     ($57.6)        (18)
                                    ===============================
Billed Electric Energy
 Sales (GWH):
  Residential                         1,745        1,750         (5)          -
  Commercial                          1,290        1,247         43           3
  Industrial                            853          830         23           3
  Governmental                          103          101          2           2
                                    -------------------------------
    Total retail                      3,991        3,928         63           2
  Sales for resale
     Associated companies               362          903       (541)        (60)
     Non-associated companies           140          162        (22)        (14)
                                    -------------------------------
    Total                             4,493        4,993       (500)        (10)
                                    ===============================

                                      Nine Months Ended     Increase/
          Description                1999          1998     (Decrease)       %
                                       (In Millions)
Electric Operating Revenues:
  Residential                       $ 246.5      $ 297.1     ($50.6)        (17)
  Commercial                          190.5        221.9      (31.4)        (14)
  Industrial                          112.3        130.9      (18.6)        (14)
  Governmental                         17.9         21.0       (3.1)        (15)
                                    -------------------------------
    Total retail                      567.2        670.9     (103.7)        (15)
  Sales for resale
     Associated companies              53.6         71.2      (17.6)        (25)
     Non-associated companies          25.2         25.7       (0.5)         (2)
  Other                                (1.8)        30.9      (32.7)       (106)
                                    -------------------------------
    Total                           $ 644.2      $ 798.7    ($154.5)        (19)
                                    ===============================
Billed Electric Energy
 Sales (GWH):
  Residential                         3,777        3,759         18           -
  Commercial                          3,165        3,021        144           5
  Industrial                          2,394        2,359         35           1
  Governmental                          274          260         14           5
                                    -------------------------------
    Total retail                      9,610        9,399        211           2
  Sales for resale
     Associated companies             1,527        2,137       (610)        (29)
     Non-associated companies           342          373        (31)         (8)
                                    -------------------------------
    Total                            11,479       11,909       (430)         (4)
                                    ===============================

</TABLE>
<PAGE>
                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September  30,  1999
compared to the three months ended September 30, 1998 primarily due  to  an
increase in unbilled revenues.

      Net  income  increased for the nine months ended September  30,  1999
compared  to  the  nine months ended September 30, 1998  primarily  due  to
increases  in  unbilled revenues and sales volume, partially offset  by  an
increase in other operation and maintenance expenses.

Revenues and Sales

Electric operating revenues

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

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

Base revenues                              ($1.8)                ($5.7)
Fuel cost recovery                          (5.6)                (14.9)
Sales volume/weather                        (1.7)                  3.4
Other revenue (including unbilled)           0.8                   5.2
Sales for resale                             4.4                   5.1
					   -----                 -----
   Total                                   ($3.9)                ($6.9)
                                           =====                 =====


Base revenues

      Base revenues decreased for the three and nine months ended September
30, 1999 primarily due to changes in pricing in the commercial sector and a
scheduled  rate  change  in  the amortization  of  Grand  Gulf  1  phase-in
expenses.

Fuel cost recovery revenues

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

      Fuel  cost recovery revenues decreased for the three and nine  months
ended  September  30, 1999 primarily due to an under-recovery  of  deferred
fuel  expenses resulting from increased fuel and purchased power  costs  in
July and August 1999 compared to the comparable periods in the prior year.

Sales volume/weather

     Sales volume/weather increased for the nine months ended September 30,
1999 primarily due to an increase in the number of customers especially  in
the higher margin residential and commercial sectors.

<PAGE>

                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other revenue

      Other revenue increased for the nine months ended September 30,  1999
primarily  due  to  a change in estimated unbilled revenues.   The  changed
estimate  more closely aligns the fuel component of unbilled revenues  with
regulatory treatment.  The increase was partially offset by less  favorable
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  increased for the three  and  nine  months  ended
September  30,  1999 primarily due to favorable unit prices resulting  from
increased  purchased power and gas market prices, coupled with an  increase
in affiliated sales volume.

Gas Operating Revenues

     Gas  operating revenues decreased for the nine months ended  September
30, 1999 due to decreased usage primarily in the residential sector.

Expenses

Fuel and purchased power

      Net  fuel and purchased power expenses decreased for the nine  months
ended  September  30, 1999 primarily due to an under-recovery  of  deferred
fuel  expenses resulting from increased fuel and purchased power  costs  in
July and August 1999 compared to the comparable periods in the prior year.

Other operation and maintenance

      Other  operation and maintenance increased for the nine months  ended
September 30, 1999 due to:

     o  increases  in  spending  for customer  service  and  reliability
        improvements;
     o  increases in environmental provisions; and
     o  adjustments to compensation and accruals.

Other regulatory charges (credits)

      Other  regulatory  credits  increased  for  the  three  months  ended
September  30,  1999 primarily due to an under-recovery  of  Grand  Gulf  1
related costs in 1999 versus an over-recovery in 1998.

     Other regulatory credits increased for the nine months ended September
30, 1999 primarily due to a greater under-recovery of Grand Gulf 1 costs in
1999.

Amortization of rate deferrals

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


<PAGE>
                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other

Income taxes

      For the three months ended September 30, 1999 and 1998, the effective
income  tax  rates  remained  relatively  unchanged  at  39.1%  and  39.5%,
respectively.  For the nine months ended September 30, 1999 and  1998,  the
effective  income  tax  rates  were 39.9%  and  41.5%,  respectively.   The
decrease  in  tax rates for the nine months ended September  30,  1999  was
primarily  due  to  the increase in pretax income reducing  the  impact  of
permanent differences and flow through items.


<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                             INCOME STATEMENTS
         For the Three and Nine Months Ended September 30, 1999 and 1998
                                (Unaudited)

                                                               Three Months Ended      Nine Months Ended
                                                               1999        1998        1999         1998
                                                                 (In Thousands)          (In Thousands)
<S>                                                           <C>         <C>         <C>          <C>
                   OPERATING REVENUES
Domestic electric                                             $149,320    $153,215    $333,765     $340,672
Natural gas                                                     13,821      12,593      56,718       63,905
                                                              --------    --------    --------     --------
TOTAL                                                          163,141     165,808     390,483      404,577
                                                              --------    --------    --------     --------

                   OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                                   36,179      47,512      87,255      103,196
   Purchased power                                              54,877      44,058     132,793      130,886
   Other operation and maintenance                              19,956      20,677      60,227       57,762
Taxes other than income taxes                                   11,540      12,102      29,677       30,827
Depreciation and amortization                                    4,867       5,225      15,795       16,304
Other regulatory charges (credits) - net                        (2,221)      4,019      (8,831)        (824)
Amortization of rate deferrals                                   9,321      12,005      22,107       28,857
                                                              --------    --------    --------     --------
TOTAL                                                          134,519     145,598     339,023      367,008
                                                              --------    --------    --------     --------

OPERATING INCOME                                                28,622      20,210      51,460       37,569
                                                              --------    --------    --------     --------

                      OTHER INCOME
Allowance for equity funds used during construction                236         125         659          214
Gain on sale of assets                                               -           -           -          458
Miscellaneous - net                                                213         377       1,185           41
                                                              --------    --------    --------     --------
TOTAL                                                              449         502       1,844          713
                                                              --------    --------    --------     --------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                       3,319       3,547       9,958       10,406
Other interest - net                                               334         295         988          772
Allowance for borrowed funds used during construction             (170)        (97)       (481)        (165)
                                                              --------    --------    --------     --------
TOTAL                                                            3,483       3,745      10,465       11,013
                                                              --------    --------    --------     --------

INCOME BEFORE INCOME TAXES                                      25,588      16,967      42,839       27,269

Income taxes                                                    10,006       6,710      17,098       11,336
                                                              --------    --------    --------     --------

NET INCOME                                                      15,582      10,257      25,741       15,933

Preferred dividend requirements and other                          241         241         724          724
                                                              --------    --------    --------     --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                   $15,341     $10,016     $25,017      $15,209
                                                              ========    ========    ========     ========
See Notes to Financial Statements.

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

                                                                     1999          1998
                                                                       (In Thousands)
  <S>                                                              <C>           <C>
                 OPERATING ACTIVITIES
  Net income                                                        $25,741       $15,933
  Noncash items included in net income:
    Amortization of rate deferrals                                   22,107        28,857
    Other regulatory credits                                         (8,831)         (824)
    Depreciation and amortization                                    15,795        16,304
    Deferred income taxes and investment tax credits                  2,094       (12,696)
    Allowance for equity funds used during construction                (659)         (214)
    Gain on sale of assets                                                -          (458)
  Changes in working capital:
    Receivables                                                     (22,069)      (26,249)
    Fuel inventory                                                    1,194         2,611
    Accounts payable                                                 15,739         2,161
    Taxes accrued                                                    19,112        19,639
    Interest accrued                                                 (2,894)       (3,055)
    Deferred fuel costs                                             (17,573)        4,925
    Other working capital accounts                                    1,586        (2,083)
  Provision for estimated losses and reserves                        (1,678)         (312)
  Changes in other regulatory assets                                 (9,679)       (4,373)
  Other                                                               7,265        (6,836)
                                                                   --------      --------
  Net cash flow provided by operating activities                     47,250        33,330
                                                                   --------      --------

                 INVESTING ACTIVITIES
  Construction expenditures                                         (34,823)      (12,073)
  Allowance for equity funds used during construction                   659           214
                                                                   --------      --------
  Net cash flow used in investing activities                        (34,164)      (11,859)
                                                                   --------      --------

                 FINANCING ACTIVITIES
  Proceeds from issuance of:
     First mortgage bonds                                                 -        29,438
  Retirement of:
     G&R mortgage bonds                                                   -       (30,000)
  Dividends paid:
    Common stock                                                    (24,400)       (9,700)
    Preferred stock                                                    (724)         (724)
                                                                   --------      --------
  Net cash flow used in financing activities                        (25,124)      (10,986)
                                                                   --------      --------

Net increase (decrease) in cash and cash equivalents                (12,038)       10,485

Cash and cash equivalents at beginning of period                     17,153         9,458
                                                                   --------      --------

Cash and cash equivalents at end of period                           $5,115       $19,943
                                                                   ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid/(received) during the period for:
    Interest - net of amount capitalized                            $13,569       $13,992
    Income taxes                                                    ($6,301)       $5,462

See Notes to Financial Statements.

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

                          ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                                   ASSETS
                  September 30, 1999 and December 31, 1998
                                (Unaudited)

                                                            1999        1998
                                                              (In Thousands)
<S>                                                       <C>          <C>
                  CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                      $5,115       $3,769
  Temporary cash investments - at cost,
    which approximates market                                    -       13,384
                                                          --------     --------
        Total cash and cash equivalents                      5,115       17,153
                                                          --------     --------
Accounts receivable:
  Customer                                                  40,947       24,355
  Allowance for doubtful accounts                             (761)        (761)
  Associated companies                                         682        3,320
  Other                                                      4,086        3,835
  Accrued unbilled revenues                                 24,118       16,254
                                                          --------     --------
    Total receivables                                       69,072       47,003
                                                          --------     --------
Deferred fuel costs                                         18,763        1,191
Fuel inventory - at average cost                             2,278        3,472
Materials and supplies - at average cost                     9,498        8,845
Rate deferrals                                              27,894       28,430
Prepayments and other                                        4,884        6,686
                                                          --------     --------
TOTAL                                                      137,504      112,780
                                                          --------     --------

          OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity               3,259        3,259
                                                          --------     --------

                   UTILITY PLANT
Electric                                                   543,967      514,685
Natural gas                                                135,166      132,568
Construction work in progress                               21,462       20,184
                                                          --------     --------
TOTAL UTILITY PLANT                                        700,595      667,437
Less - accumulated depreciation and amortization          (384,907)    (371,558)
                                                          --------     --------
UTILITY PLANT - NET                                        315,688      295,879
                                                          --------     --------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
    Rate deferrals                                          14,191       35,762
    Unamortized loss on reacquired debt                      1,240        1,399
    Other regulatory assets                                 31,237       21,558
Other                                                        1,284        1,267
                                                          --------     --------
TOTAL                                                       47,952       59,986
                                                          --------     --------

TOTAL ASSETS                                              $504,403     $471,904
                                                          ========     ========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                            BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDERS' EQUITY
                September 30, 1999 and December 31, 1998
                              (Unaudited)

                                                                 1999        1998
                                                                  (In Thousands)
<S>                                                              <C>          <C>
                  CURRENT LIABILITIES
Accounts payable:
  Associated companies                                           $20,338      $18,283
  Other                                                           24,693       11,008
Customer deposits                                                 17,526       18,083
Taxes accrued                                                     19,112            -
Accumulated deferred income taxes                                 12,357        6,284
Interest accrued                                                   2,024        4,919
Other                                                              2,776        1,782
                                                                --------     --------
TOTAL                                                             98,826       60,359
                                                                --------     --------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                 50,992       57,214
Accumulated deferred investment tax credits                        6,506        6,894
SFAS 109 regulatory liability - net                                3,667          942
Other regulatory liabilities                                       2,063        3,146
Accumulated provisions                                             7,689        9,367
Other                                                              8,128        8,116
                                                                --------     --------
TOTAL                                                             79,045       85,679
                                                                --------     --------

Long-term debt                                                   169,067      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 in 1999
  and 1998                                                        33,744       33,744
Paid-in capital                                                   36,294       36,294
Retained earnings                                                 67,647       67,030
                                                                --------     --------
TOTAL                                                            157,465      156,848
                                                                --------     --------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $504,403     $471,904
                                                                ========     ========
See Notes To Financial Statements.

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

                        ENTERGY NEW ORLEANS, INC.
                       SELECTED OPERATING RESULTS
    For the Three and Nine Months Ended September 30, 1999 and 1998
                              (Unaudited)


                                   Three Months Ended      Increase/
         Description               1999          1998     (Decrease)        %
                                      (In Millions)
<S>                               <C>           <C>          <C>            <C>
Electric Operating Revenues:
  Residential                     $ 65.0        $ 70.4       ($5.4)         (8)
  Commercial                        45.2          47.8        (2.6)         (5)
  Industrial                         7.8           8.1        (0.3)         (4)
  Governmental                      19.7          20.5        (0.8)         (4)
                                  --------------------------------
    Total retail                   137.7         146.8        (9.1)         (6)
  Sales for resale
     Associated companies            5.3           1.6         3.7         231
     Non-associated companies        3.9           3.2         0.7          22
  Other                              2.4           1.6         0.8          50
                                  --------------------------------
    Total                         $149.3        $153.2       ($3.9)         (3)
                                  ================================
Billed Electric Energy
 Sales (GWH):
  Residential                        809           844         (35)         (4)
  Commercial                         649           648           1           -
  Industrial                         144           144           -           -
  Governmental                       312           311           1           -
                                  --------------------------------
    Total retail                   1,914         1,947         (33)         (2)
  Sales for resale
     Associated companies             83            42          41          98
     Non-associated companies         41            50          (9)        (18)
                                  --------------------------------
    Total                          2,038         2,039          (1)          -
                                  ================================

                                   Nine Months Ended        Increase/
         Description              1999          1998       (Decrease)        %
                                     (In Millions)
Electric Operating Revenues:
  Residential                    $ 124.0       $ 131.3       ($7.3)         (6)
  Commercial                       109.3         114.5        (5.2)         (5)
  Industrial                        18.6          20.4        (1.8)         (9)
  Governmental                      46.3          47.4        (1.1)         (2)
                                 ---------------------------------
    Total retail                   298.2         313.6       (15.4)         (5)
  Sales for resale
     Associated companies           12.0           6.8         5.2          76
     Non-associated companies        8.4           8.5        (0.1)         (1)
  Other                             15.2          11.8         3.4          29
                                 ---------------------------------
    Total                        $ 333.8       $ 340.7       ($6.9)         (2)
                                 =================================
Billed Electric Energy
 Sales (GWH):
  Residential                      1,675         1,680          (5)          -
  Commercial                       1,695         1,628          67           4
  Industrial                         386           395          (9)         (2)
  Governmental                       811           780          31           4
                                 ---------------------------------
    Total retail                   4,567         4,483          84           2
  Sales for resale
     Associated companies            371           222         149          67
     Non-associated companies        137           145          (8)         (6)
                                 ---------------------------------
    Total                          5,075         4,850         225           5
                                 =================================


</TABLE>
<PAGE>


                       SYSTEM ENERGY RESOURCES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income decreased for the three and nine months ended September 30,
1999 primarily as a result of the additional reserves and interest recorded
for the potential refund of System Energy's proposed rate increase.

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 nine months ended September 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 10-K.   System  Energy's
proposed rate increase, which is subject to refund, is discussed in Note  2
to the financial statements.

Expenses

Fuel expenses

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

Depreciation

      Depreciation expenses decreased for the three and nine  months  ended
September 30, 1999 due to lower  depreciation associated with the sale  and
leaseback  of a portion of Grand Gulf 1, as compared to the same period  in
1998.

Other regulatory charges

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

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

Other

Other income

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

<PAGE>
                       SYSTEM ENERGY RESOURCES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Interest charges

     Other interest increased for the three and nine months ended September
30,  1999  due  to  interest  on the potential refund  of  System  Energy's
proposed rate increase.

      Interest  on  long-term  debt decreased for  the  nine  months  ended
September  30,  1999  as  a  result of the refinancing  and  redemption  of
pollution  control  revenue bonds in 1998 and 1999, and the  redemption  of
first mortgage bonds in 1999.

Income taxes

      The effective income tax rates remained relatively unchanged for  the
three  months  ended  September  30, 1999 and  1998  at  45.5%  and  45.1%,
respectively.  The effective tax rates for the nine months ended  September
30, 1999 and 1998 were 42.0% and 45.2%, respectively.  The decrease in 1999
was  primarily  due to lower income and 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 Nine Months Ended September 30, 1999 and 1998
                                (Unaudited)

                                                           Three Months Ended     Nine Months Ended
                                                           1999         1998       1999       1998
                                                              (In Thousands)        (In Thousands)
<S>                                                       <C>         <C>        <C>        <C>
                OPERATING REVENUES
Domestic electric                                         $163,801    $152,083   $463,923   $445,025
                                                          --------    --------   --------   --------

                OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                               11,659      12,278     32,453     29,308
   Nuclear refueling outage expenses                         3,505       3,479     10,516     12,255
   Other operation and maintenance                          23,822      22,513     64,814     66,285
Decommissioning                                              4,736       4,736     14,208     14,208
Taxes other than income taxes                                6,721       6,564     20,240     20,202
Depreciation and amortization                               28,212      33,741     84,631     89,859
Other regulatory charges - net                              13,945           -     43,330          -
                                                          --------    --------   --------   --------
TOTAL                                                       92,600      83,311    270,192    232,117
                                                          --------    --------   --------   --------

OPERATING INCOME                                            71,201      68,772    193,731    212,908
                                                          --------    --------   --------   --------

                   OTHER INCOME
Allowance for equity funds used during construction            489         609      1,802      1,690
Miscellaneous - net                                          4,244       3,058     12,448      8,670
                                                          --------    --------   --------   --------
TOTAL                                                        4,733       3,667     14,250     10,360
                                                          --------    --------   --------   --------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                                  26,028      25,617     77,127     84,068
Other interest - net                                         6,139       1,560     38,781      4,827
Allowance for borrowed funds used during construction         (352)       (542)    (1,369)    (1,487)
                                                          --------    --------   --------   --------
TOTAL                                                       31,815      26,635    114,539     87,408
                                                          --------    --------   --------   --------

INCOME BEFORE INCOME TAXES                                  44,119      45,804     93,442    135,860

Income taxes                                                20,076      20,665     39,217     61,355
                                                          --------    --------   --------   --------
NET INCOME                                                 $24,043     $25,139    $54,225    $74,505
                                                          ========    ========   ========   ========
See Notes to Financial Statements.

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

                        SYSTEM ENERGY RESOURCES, INC.
                          STATEMENTS OF CASH FLOWS
           For the Nine Months Ended September 30, 1999 and 1998
                                (Unaudited)

                                                                     1999        1998
                                                                       (In Thousands)
<S>                                                               <C>           <C>
                  OPERATING ACTIVITIES
  Net income                                                        $54,225      $74,505
  Noncash items included in net income:
    Reserve for regulatory adjustments                               94,745       51,924
    Other regulatory charges                                         43,330            -
    Depreciation, amortization, and decommissioning                  98,839      104,067
    Deferred income taxes and investment tax credits                (78,247)     (28,736)
    Allowance for equity funds used during construction              (1,802)      (1,690)
  Changes in working capital:
    Receivables                                                    (100,766)      10,478
    Accounts payable                                                 14,489       (4,319)
    Taxes accrued                                                   (14,181)      21,590
    Interest accrued                                                (13,355)     (10,830)
    Other working capital accounts                                    7,377       (6,604)
  Decommissioning trust contributions and realized
      change in trust assets                                        (16,286)     (18,053)
  Provision for estimated losses and reserves                          (268)        (421)
  Changes in other regulatory assets                                 22,419       14,531
  Other                                                                (592)     (12,325)
                                                                   --------     --------
  Net cash flow provided by operating activities                    109,927      194,117
                                                                   --------     --------

                  INVESTING ACTIVITIES
  Construction expenditures                                         (16,441)     (20,004)
  Allowance for equity funds used during construction                 1,802        1,690
  Nuclear fuel purchases                                            (22,148)     (30,523)
  Proceeds from sale/leaseback of nuclear fuel                       22,148       30,523
                                                                   --------     --------
  Net cash flow used in investing activities                        (14,639)     (18,314)
                                                                   --------     --------

                  FINANCING ACTIVITIES
  Proceeds from issuance of:
     Other long-term debt                                           101,856            -
  Retirement of:
     First mortgage bonds                                          (160,000)     (70,000)
     Other long-term debt                                          (122,885)      (7,861)
  Dividends paid:
    Common stock                                                    (46,200)     (72,300)
                                                                   --------     --------
  Net cash flow used in financing activities                       (227,229)    (150,161)
                                                                   --------     --------

Net increase (decrease) in cash and cash equivalents               (131,941)      25,642

Cash and cash equivalents at beginning of period                    236,841      150,519
                                                                   --------     --------
Cash and cash equivalents at end of period                         $104,900     $176,161
                                                                   ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                           $123,049      $93,613
    Income taxes                                                   $118,471      $63,664
  Noncash investing and financing activities:
    Change in unrealized appreciation/(depreciation) of
      decommissioning trust assets                                  ($1,012)        $314

See Notes to Financial Statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         SYSTEM ENERGY RESOURCES, INC.
                                BALANCE SHEET
                                    ASSETS
                   September 30, 1999 and December 31, 1998
                                  (Unaudited)

                                                                 1999           1998
                                                                   (In Thousands)
                  CURRENT ASSETS
<S>                                                         <C>             <C>
Cash and cash equivalents:
  Cash                                                            $137            $120
  Temporary cash investments - at cost,
    which approximates market                                  104,763         236,721
                                                            ----------      ----------
        Total cash and cash equivalents                        104,900         236,841
                                                            ----------      ----------
Accounts receivable:
  Associated companies                                         216,592         125,171
  Other                                                         13,776           4,431
                                                            ----------      ----------
    Total receivables                                          230,368         129,602
                                                            ----------      ----------

Materials and supplies - at average cost                        63,225          62,203
Deferred nuclear refueling outage costs                          3,647          12,853
Prepayments and other                                            3,421           2,592
                                                            ----------      ----------
TOTAL                                                          405,561         444,091
                                                            ----------      ----------

          OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                    128,556         113,282
                                                            ----------      ----------

                   UTILITY PLANT
Electric                                                     3,052,649       3,030,636
Property under capital lease                                   441,614         441,098
Construction work in progress                                   46,937          57,076
Nuclear fuel under capital lease                                71,482          64,621
                                                            ----------      ----------
TOTAL UTILITY PLANT                                          3,612,682       3,593,431
Less - accumulated depreciation and amortization            (1,280,690)     (1,198,266)
                                                            ----------      ----------
UTILITY PLANT - NET                                          2,331,992       2,395,165
                                                            ----------      ----------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
    SFAS 109 regulatory asset - net                            201,336         221,996
    Unamortized loss on reacquired debt                         58,285          57,150
    Other regulatory assets                                    186,497         188,256
Other                                                           11,353          11,265
                                                            ----------      ----------
TOTAL                                                          457,471         478,667
                                                            ----------      ----------

TOTAL ASSETS                                                $3,323,580      $3,431,205
                                                            ==========      ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEET
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                  September 30, 1999 and December 31, 1998
                              (Unaudited)

                                                                    1999            1998
                                                                       (In Thousands)
                  CURRENT LIABILITIES
<S>                                                             <C>             <C>
Currently maturing long-term debt                                  $47,947        $175,820
Accounts payable:
  Associated companies                                              36,049          25,975
  Other                                                             23,835          19,420
Taxes accrued                                                       62,625          76,806
Accumulated deferred income taxes                                    1,420           5,022
Interest accrued                                                    28,667          42,022
Obligations under capital leases                                    41,835          41,835
Other                                                                1,565           1,543
                                                                ----------      ----------
TOTAL                                                              243,943         388,443
                                                                ----------      ----------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                  434,598         506,727
Accumulated deferred investment tax credits                         94,088          96,695
Obligations under capital leases                                    29,647          22,786
FERC settlement - refund obligation                                 38,861          43,159
Other regulatory liabilities                                        82,080          43,309
Decommissioning                                                    123,651         107,365
Regulatory reserves                                                254,032         159,287
Accumulated provisions                                               1,704           1,971
Other                                                               16,282          17,524
                                                                ----------      ----------
TOTAL                                                            1,074,943         998,823
                                                                ----------      ----------

Long-term debt                                                   1,112,560       1,159,830

                 SHAREHOLDERS' EQUITY
Common stock, no par value, authorized 1,000,000
  shares; issued and outstanding 789,350 shares in 1999
  in 1998                                                          789,350         789,350
Retained earnings                                                  102,784          94,759
                                                                ----------      ----------
TOTAL                                                              892,134         884,109
                                                                ----------      ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $3,323,580      $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.   In  October  1999, the bankruptcy court  entered  an  order,
pursuant to a settlement agreement among the parties, that confirmed a plan
of  reorganization  in the bankruptcy case.  The settlement  agreement  and
plan  of  reorganization effectively release Entergy Gulf States  from  any
claims  asserted by the coal suppliers and  transporters for Big Cajun  II.
The appeals between Entergy and the coal suppliers and transporters will be
dismissed upon the effective date of the plan of reorganization.

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.

      In October 1999, Entergy's global power development business obtained
an  option  to  acquire  from GE Power Systems twenty-four  GE7FA  advanced
technology gas turbines and four steam turbines for $1.9 billion and  eight
GE7EA  advanced technology gas turbines for $160 million for delivery  from
2001  through  2004.   The  acquisitions  will  include  long-term  service
agreements.  Management anticipates that the acquisition of these  turbines
will  be  funded  by a combination of cash on hand, project financing,  and
other external financing. Payments scheduled for these acquisitions include
$53 million in the fourth quarter 1999 and $269 million in 2000.

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) including the  plant,  real
estate, materials and supplies, and nuclear fuel from Boston Edison  (BECO)
for a purchase price of $81 million.  As part of the Pilgrim purchase, BECO
funded a $471 million decommissioning trust fund, which was transferred  to
an  Entergy subsidiary.  After a favorable tax determination regarding  the
trust  fund, Entergy has agreed to return $43 million of the trust fund  to
BECO  subsequent  to September 30, 1999.  Based on Entergy's  estimate  the
trust  fund  is  adequate  to cover future decommissioning  costs  for  the
Pilgrim plant.

     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  $1.115 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.  Entergy plans to modify the facility to
provide sufficient spent fuel storage capacity through approximately 2012.

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
September  30, 1999, a remaining recorded liability of approximately  $19.8
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.   As  a
result,  a  remaining recorded liability in the amount of $5.8 million  and
$0.5  million  existed  at September 30, 1999 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 September 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,  which  is  designed to permit recovery of 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 September 30, 1999, the transition cost  account
balance was $95.9 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 its withdrawal  rendered
the  agreement null and void.  The PUCT considered the matter in mid-August
and  upheld  its  order.  The OPC has filed an appeal of this  decision  at
Travis  County  District  Court.  Entergy Gulf States  cannot  predict  the
impact of OPC's appeal.

     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.  In accordance with the Texas
        restructuring law, the base rate freeze extends through December 2001;
     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 from its balance sheet a $207.3 million deferred asset and the
        associated provision recorded for unrecovered purchased power costs and
        deferred revenue from Nelson Industrial Steam Company, 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 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.  In September 1999, in  accordance
with  the settlement agreement, the cities dismissed their appeal.  Entergy
Gulf  States cannot predict the outcome of the appeal of North  Star  Steel
Texas, Inc.

     Based  on  the  settlement agreement approved in June  1999  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 beginning 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 calculation for September 1, 1999 showed
an  increase to the March 1 fuel factor was required.  The increased factor
was  put  in  place in September 1999 and approved by the PUCT  in  October
1999.

     The amounts collected under Entergy Gulf States' fixed fuel factor are
and  will  continue  to  be the subject of fuel reconciliation  proceedings
before the PUCT, including a fuel reconciliation case filed by Entergy Gulf
States  in  July  1999.   In  the proceeding the  PUCT  will  consider  the
reasonableness  of Entergy Gulf States' fuel and purchased  power  expenses
incurred  between  July  1, 1996 and February 28,  1999  and  Entergy  Gulf
States'  request to implement a surcharge of under-recovered fuel expenses.
Expenses incurred after February 28, 1999 will be addressed in future  fuel
reconciliation  proceedings  before  the  PUCT.   Hearings  on   the   fuel
reconciliation  proceeding filed in July 1999 are  scheduled  for  December
1999.   Management  cannot  predict the outcome  of  this  or  future  fuel
reconciliation proceedings.

     In  September 1999, Entergy Gulf States filed an application with  the
PUCT  requesting an interim fuel surcharge to collect under-recovered  fuel
and  purchased  power  expenses from March 1999  through  July  1999.   The
requested surcharge would collect $33.9 million over five months, beginning
January 2000.  Hearings were held in October 1999, and an order is expected
from  the PUCT in the fourth quarter of 1999.  The fuel and purchased power
expenses  contained  in  this surcharge will  be  subject  to  future  fuel
reconciliation proceedings.  Management cannot predict the outcome  of  the
filing.

     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 required Entergy Gulf States  to  refund  an
additional $25 million.  This refund was recorded in the second quarter  of
1999 and was reflected as a reduction in operating revenues.

     In  September and October 1999, the City Councils of six Texas  cities
in  Entergy Gulf States' service territory enacted ordinances which purport
to  require Entergy Gulf States to "book and hold in a suspense account all
revenues  from the sale of River Bend power attributable to the  30%  share
acquired  from  Cajun Electric Cooperative pending regulatory determination
of  the  appropriate regulatory treatment of such power."   The  ordinances
purport  to  be effective December 1997.  Entergy Gulf States filed  for  a
review  of the ordinances at the PUCT in October 1999.  Entergy Gulf States
believes  that the ordinances are beyond the cities' authority and contrary
to  the  Texas Public Utility Regulatory Act.  Management, however,  cannot
predict the outcome of its challenge to the validity of the ordinances.

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.   In
accordance with this decision, Entergy Gulf States refunded $26.2  million,
including interest, in August 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
financial statements in the Form 10-K.

      In  the  third quarter of 1999, Entergy Louisiana settled  its  third
annual performance-based formula rate plan filing with the LPSC.  The third
annual performance-based formula rate plan filing is discussed in Note 2 to
the  financial  statements in the Form 10-K.  The  settlement  requires  no
further change in Entergy Louisiana's base rates.

     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.   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
be subject to further review by the LPSC, which may result in an additional
change in rates.  Hearings are scheduled to commence before the LPSC in May
2000.

     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.  Hearings are  scheduled
for February 2000.

     Through September 1999, Entergy Gulf States has recorded an additional
$22.1  million  in  reserves  for management's  updated  estimates  of  the
outcomes  of the annual earnings reviews and fuel cost review in Louisiana.
These  reserves  are  primarily reflected as a reduction  of  Entergy  Gulf
States' operating revenues.

     In March 1999, the LPSC deferred making a decision on whether electric
industry   restructuring   in  Louisiana  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 by 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  in  Louisiana,  it  is
anticipated that 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.

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  $219.5  million as of September 30,  1999,  together  with
interest in the amount of $34.5 million.  As of September 30, 1999,  System
Energy  has provided reserves for such refund and interest thereon  in  the
aggregate amount of $254 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 nine months ended September 30, 1999, Entergy Corporation
repurchased  4,136,700 shares of common stock in the  open  market.   These
shares were purchased pursuant to Entergy's stock repurchase plan and  also
to  fulfill  the  requirements of various compensation and  benefit  plans.
Entergy  Corporation  issued 623,633 shares of its  previously  repurchased
common  stock  to  satisfy  stock  options  exercised  and  employee  stock
purchases.   In  addition, Entergy Corporation received proceeds  of   $5.6
million  from  the  issuance of 186,944 shares of common  stock  under  its
dividend reinvestment and stock purchase plan.


NOTE 4.  LONG-TERM DEBT

(Entergy Gulf States)

      On  September  29, 1999, in connection with two refunding  agreements
with  Entergy Gulf States, the Parish of West Feliciana, State of Louisiana
issued   $62   million  of  Pollution  Control  Revenue   Refunding   Bonds
(Series  1999-A), accruing interest at a rate of 5.65% per  annum  for  the
first  five  years,  due  2028, and $40 million of 6.6%  Pollution  Control
Revenue Refunding Bonds (Series 1999-B) due 2028.  The proceeds from  these
issuances  will  be  used to refund $102 million of 8.0% Pollution  Control
Revenue Refunding Bonds (Series 1994), due 2024, on December 1, 1999.

(Entergy Louisiana)

      On  October  7,  1999, in connection with a refunding agreement  with
Entergy  Louisiana,  the Parish of St. Charles, State of  Louisiana  issued
$111  million of Pollution Control Revenue Refunding Bonds (Series 1999-C),
accruing  interest at a rate of 5.35% per annum for the first  four  years,
due  2029.   The  proceeds from this issuance will be used  to  refund  the
following series:

     o  $105 million of 8.0% Pollution Control Revenue Bonds (1984 Second
        Series, due 2014) on December 1, 1999;
     o  $3.385 million of 6.40% Pollution Control Revenue Bonds (1977 Series,
        due 2007) on January 1, 2000; and
     o  $2.565 million of 8.0% Pollution Control Revenue Bonds (1979 Series,
        due 2009) on January 1, 2000.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

      On  October  29, 1999, the Board declared a common stock dividend  of
$.30  per  share,  payable on December 1, 1999, to  holders  of  record  on
November 10, 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 September 30, 1999 and 1998 is as follows (in thousands):

<TABLE>
<CAPTION>
                                    Domestic
                                    Utility      Power
                                   and System  Marketing    Entergy
                                     Energy   and Trading*  London*  CitiPower*  All Other*  Eliminations Consolidated
<S>                                <C>            <C>        <C>       <C>          <C>        <C>          <C>
1999
Operating Revenues                 $2,044,283     $988,550   $     -   $      -     $45,979     ($14,277)   $3,064,535
				   -----------------------------------------------------------------------------------
Operating Expenses:
  Fuel & gas purch. for resale        438,591      145,140         -          -       1,199         (719)      584,211
  Purchased power                     360,862      793,329         -          -      (5,406)      (8,930)    1,139,855
  Nuclear refueling outages            19,594            -         -          -           -            -        19,594
  Other operation & maint.            334,484       21,658         -          -      62,150       (5,071)      413,221
  Deprec, amort. & decomm.            170,660        1,378         -          -       1,150            -       173,188
  Taxes other than income              88,610          104         -          -       4,314            -        93,028
  Other regulatory charges - net       29,003            -         -          -           -            -        29,003
  Amort. of rate deferrals             10,722            -         -          -           -            -        10,722
				   -----------------------------------------------------------------------------------
     Total oper. expenses           1,452,526      961,609         -          -      63,407      (14,720)    2,462,822
				   -----------------------------------------------------------------------------------
Operating Income                      591,757       26,941         -          -     (17,428)         443       601,713
Other Income (Deductions)              20,627        1,125         -          -      13,732       (2,061)       33,423
Interest Charges                      126,091        1,276         -          -       2,432       (1,618)      128,181
				   -----------------------------------------------------------------------------------
Income Before Income Taxes            486,293       26,790         -          -      (6,128)           -       506,955
Income Taxes                          193,996        9,504         -          -       7,297            -       210,797
				   -----------------------------------------------------------------------------------
Net Income (Loss)                    $292,297      $17,286    $    -   $      -    ($13,425)    $      -      $296,158
				   ===================================================================================
1998
Operating Revenues                 $2,068,692   $1,969,342  $464,760    $73,042     $28,077     ($16,466)   $4,587,447
				   -----------------------------------------------------------------------------------
Operating Expenses:
  Fuel & gas purch. for resale        503,157       81,743         -          -      (3,419)      (1,520)      579,961
  Purchased power                     186,950    1,945,139   277,581     23,713        (562)      (8,863)    2,423,958
  Nuclear refueling outages            20,445            -         -          -           -            -        20,445
  Other operation & maint.            319,324       16,825    57,959     16,779      77,770       (6,528)      482,129
  Deprec, amort. & decomm.            189,873        1,255    34,221      6,721      24,305            -       256,375
  Taxes other than income              90,606          185         -       (151)        393            -        91,033
  Other regulatory charges - net       71,542            -         -          -           -            -        71,542
  Amort. of rate deferrals             71,331            -         -          -           -            -        71,331
				   -----------------------------------------------------------------------------------
     Total oper. expenses           1,453,228    2,045,147   369,761     47,062      98,487      (16,911)    3,996,774
				   -----------------------------------------------------------------------------------
Operating Income                      615,464      (75,805)   94,999     25,980     (70,410)         445       590,673
Other Income (Deductions)              15,765        2,103     7,414        (22)    (70,430)        (733)      (45,903)
Interest Charges                      129,940           57    50,448     13,076      11,101         (288)      204,334
				   -----------------------------------------------------------------------------------
Income Before Income Taxes            501,289      (73,759)   51,965     12,882    (151,941)           -       340,436
Income Taxes                          202,658      (27,974)  (15,638)     2,232     (83,439)           -        77,839
				   -----------------------------------------------------------------------------------
Net Income (Loss)                    $298,631     ($45,785)  $67,603    $10,650    ($68,502)    $      -      $262,597
                                   ===================================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
      Entergy's  segment financial information for the  nine  months  ended
September 30, 1999 and 1998 is as follows:

                                   Domestic
                                  Utility and    Power
                                    System     Marketing     Entergy
                                    Energy    and Trading*   London*    CitiPower*    All Other*  Eliminations  Consolidated
<S>				   <C>          <C             <C>        <C>           <C>          <C>          <C>
1999
Operating Revenues                 $4,977,012   $2,002,146     $     -    $       -      $67,582      ($25,879)   $7,020,861
				   -----------------------------------------------------------------------------------------
Operating Expenses:
  Fuel & gas purch. for resale      1,174,769      305,146           -            -       (1,141)         (719)    1,478,055
  Purchased power                     576,590    1,635,685           -            -       (5,801)      (15,993)    2,190,481
  Nuclear refueling outages            56,414            -           -            -            -             -        56,414
  Other operation & maint.            986,124       53,442           -            -      152,760       (10,767)    1,181,559
  Deprec, amort. & decomm.            548,332        3,707           -            -        6,130             -       558,169
  Taxes other than income             253,003          502           -            -        5,644             -       259,149
  Other regulatory charges - net       10,033            -           -            -            -             -        10,033
  Amort. of rate deferrals            107,902            -           -            -            -             -       107,902
				   -----------------------------------------------------------------------------------------
     Total oper. expenses           3,713,167    1,998,482           -            -      157,592       (27,479)    5,841,762
				   -----------------------------------------------------------------------------------------
Operating Income                    1,263,845        3,664           -            -      (90,010)        1,600     1,179,099
Other Income (Deductions)              50,302        3,217           -            -      107,510        (3,530)      157,499
Interest Charges                      402,913        1,280           -            -       13,110        (1,930)      415,373
				   -----------------------------------------------------------------------------------------
Income Before Income Taxes            911,234        5,601           -            -        4,390             -       921,225
Income Taxes                          361,493        2,468           -            -      (21,558)            -       342,403
				   -----------------------------------------------------------------------------------------
Net Income                           $549,741       $3,133    $      -    $       -      $25,948    $        -      $578,822
				   =========================================================================================
1998
Operating Revenues                 $4,992,164   $2,626,900  $1,494,552     $230,543      $97,245      ($32,051)   $9,409,353
				   -----------------------------------------------------------------------------------------
Operating Expenses:
  Fuel & gas purch. for resale      1,154,634      109,077           -            -       (5,413)       (1,520)    1,256,778
  Purchased power                     513,700    2,514,614     940,815       77,723      (15,059)      (20,897)    4,010,896
  Nuclear refueling outages            64,134            -           -            -            -             -        64,134
  Other operation & maint.            968,664       38,310     225,324       49,850      195,143       (10,969)    1,466,322
  Deprec, amort. & decomm.            573,235        3,795     103,241       21,163       52,488             -       753,922
  Taxes other than income             259,709          695           -       14,970        1,771             -       277,145
  Other regulatory charges - net       11,759            -           -            -            -             -        11,759
  Amort. of rate deferrals            219,507            -           -            -            -             -       219,507
				   -----------------------------------------------------------------------------------------
     Total oper. expenses           3,765,342    2,666,491   1,269,380      163,706      228,930       (33,386)    8,060,463
				   -----------------------------------------------------------------------------------------
Operating Income                    1,226,822      (39,591)    225,172       66,837     (131,685)        1,335     1,348,890
Other Income (Deductions)              41,652        6,327      24,970          123      (61,509)       (2,063)        9,500
Interest Charges                      405,543          151     147,589       41,415       32,971          (728)      626,941
				   -----------------------------------------------------------------------------------------
Income Before Income Taxes            862,931      (33,415)    102,553       25,545     (226,165)            -       731,449
Income Taxes                          354,434      (12,147)         22        4,723     (154,212)            -       192,820
				   -----------------------------------------------------------------------------------------
Net Income (Loss)                    $508,497     ($21,268)   $102,531      $20,822     ($71,953)    $       -      $538,629
				   =========================================================================================


      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.   Eliminations  are
primarily 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.



<PAGE>
                   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 and second quarter Forms 10-Q  for  a
discussion  of  the  lawsuits filed by ratepayers with the  LPSC,  the  New
Orleans  City Council,  and in Louisiana state courts in Orleans  and  East
Baton Rouge Parishes.

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 and in Item 1 of Part II of the 1999 second quarter Form 10-Q 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.   A hearing on the merits of BP&L's application has been scheduled
for  December  1999,  at  which time the similar  matter  involving  Corpus
Christi Power & Light Company will also be heard.

     BP&L has amended its application to add a request for a certificate of
convenience  and  necessity to provide retail electric service  within  the
City  of  Beaumont.  BP&L's original application contemplated using Entergy
Gulf  States' facilities in providing service, but the amended  application
acknowledges  that  the Texas electric utility restructuring  law  requires
BP&L  to  use  its  own facilities to connect to its customers,  if  it  is
granted a certificate of convenience and necessity.

Ice Storm Litigation  (Entergy Corporation and Entergy Gulf States)

      See  "Ice  Storm Litigation" in Item 1 of Part II of the 1999  second
quarter Form 10-Q for information relating to the lawsuit filed by a  group
of  Entergy  Gulf  States customers in Texas 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.

Panda Energy Corporation (Entergy Corporation)

      See  "Panda Energy Corporation" in Item 1 of Part I of the Form  10-K
for  information relating to the lawsuit filed by Panda Energy  Corporation
(Panda).  In October 1999, the parties agreed to settle the lawsuit  for  a
cash payment to Panda that is  immaterial  to the results of operations and
financial condition of Entergy, and the proceeding will be dismissed.

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 has completed the stabilization and abatement  of
asbestos  containing  material  at the A.  B.  Paterson  Generating  Plant,
located   in  New  Orleans,  Louisiana.   Entergy  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 was completed during the third quarter of  1999.   The
cost incurred through September 30, 1999 is approximately $1.9 million, and
future  costs  are  not  expected  to  exceed  the  existing  provision  of
approximately $45,000.

      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 $5.8 million for Entergy Louisiana and $470,000 for  Entergy
New  Orleans  existed  at  September 30, 1999 for wastewater  upgrades  and
closures.  Completion of this work is awaiting the LDEQ's approval.


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

(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,              September 30,
                       1994    1995    1996     1997    1998     1999

Entergy Arkansas       2.32    2.56    2.93     2.54   2.63      2.29
Entergy Gulf States    (b)-    1.86    1.47     1.42   1.40      1.61
Entergy Louisiana      2.91    3.18    3.16     2.74   3.18      4.06
Entergy Mississippi    2.12    2.92    3.40     2.98   3.12      2.10
Entergy New Orleans    1.91    3.93    3.51     2.70   2.65      3.65
System Energy          1.23    2.07    2.21     2.31   2.52      1.90


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

Entergy Arkansas         1.97    2.12   2.44    2.24   2.28     2.01
Entergy Gulf States (a)  (b)-    1.54   1.19    1.23   1.20     1.39
Entergy Louisiana        2.43    2.60   2.64    2.36   2.75     3.58
Entergy Mississippi      1.81    2.51   2.95    2.69   2.80     1.88
Entergy New Orleans      1.73    3.56   3.22    2.44   2.41     3.32

(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) -   Refunding Agreement (Series 1999-A) between Entergy  Gulf
              States  and Parish of West Feliciana, State of  Louisiana
              dated  as  of  September  1,  1999  (B-3(c)  to  Rule  24
              Certificate dated October 8, 1999 in File No. 70-8721).

**   4(b) -   Refunding Agreement (Series 1999-B) between Entergy  Gulf
              States  and Parish of West Feliciana, State of  Louisiana
              dated  as  of  September  1,  1999  (B-3(d)  to  Rule  24
              Certificate dated October 8, 1999 in File No. 70-8721).

**   4(c) -   Refunding  Agreement  (Series  1999-C)  between   Entergy
              Louisiana  and Parish of St. Charles, State of  Louisiana
              dated  as  of  October  1,  1999  (B-11(a)  to  Rule   24
              Certificate dated October 15, 1999 in File No. 70-9141).

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

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

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

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

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

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

     27(g) -  Financial Data Schedule for System Energy as of September
              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).

**   99(i) -  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 June 30, 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   September  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  September  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 July 23,  1999,
           was  filed  with the SEC on July 23, 1999,  reporting
           information under Item 5. "Other Events".

           A  Current  Report  on Form 8-K, dated  September  9,
           1999,  was filed with the SEC on September  9,  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:  November 12, 1999










</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Corporation and Subsidiaries financial statements for the quarter ended
September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   15,279,368
<OTHER-PROPERTY-AND-INVEST>                  1,745,087
<TOTAL-CURRENT-ASSETS>                       3,952,809
<TOTAL-DEFERRED-CHARGES>                     2,420,562
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                              23,397,826
<COMMON>                                         2,470
<CAPITAL-SURPLUS-PAID-IN>                    4,634,412
<RETAINED-EARNINGS>                          2,852,718
<TOTAL-COMMON-STOCKHOLDERS-EQ>               7,312,420
                          304,650
                                    488,454
<LONG-TERM-DEBT-NET>                         6,504,287
<SHORT-TERM-NOTES>                                 665
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  316,735
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    232,944
<LEASES-CURRENT>                               175,964
<OTHER-ITEMS-CAPITAL-AND-LIAB>               8,061,707
<TOT-CAPITALIZATION-AND-LIAB>               23,397,826
<GROSS-OPERATING-REVENUE>                    7,020,861
<INCOME-TAX-EXPENSE>                           342,403
<OTHER-OPERATING-EXPENSES>                   5,841,762
<TOTAL-OPERATING-EXPENSES>                   5,841,762
<OPERATING-INCOME-LOSS>                      1,179,099
<OTHER-INCOME-NET>                             157,499
<INCOME-BEFORE-INTEREST-EXPEN>               1,336,598
<TOTAL-INTEREST-EXPENSE>                       415,373
<NET-INCOME>                                   578,822
                     30,645
<EARNINGS-AVAILABLE-FOR-COMM>                  548,177
<COMMON-STOCK-DIVIDENDS>                       218,042
<TOTAL-INTEREST-ON-BONDS>                      447,054
<CASH-FLOW-OPERATIONS>                         962,885
<EPS-BASIC>                                     2.22
<EPS-DILUTED>                                     2.22




</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Arkansas, Inc. financial statements for the quarter ended September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,834,047
<OTHER-PROPERTY-AND-INVEST>                    345,246
<TOTAL-CURRENT-ASSETS>                         453,096
<TOTAL-DEFERRED-CHARGES>                       431,994
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,064,383
<COMMON>                                           470
<CAPITAL-SURPLUS-PAID-IN>                      590,134
<RETAINED-EARNINGS>                            499,822
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,090,426
                           80,000
                                    116,350
<LONG-TERM-DEBT-NET>                         1,129,228
<SHORT-TERM-NOTES>                                 667
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                      340
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     79,524
<LEASES-CURRENT>                                63,012
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,504,836
<TOT-CAPITALIZATION-AND-LIAB>                4,064,383
<GROSS-OPERATING-REVENUE>                    1,187,961
<INCOME-TAX-EXPENSE>                            56,960
<OTHER-OPERATING-EXPENSES>                     982,019
<TOTAL-OPERATING-EXPENSES>                     982,019
<OPERATING-INCOME-LOSS>                        205,942
<OTHER-INCOME-NET>                              11,913
<INCOME-BEFORE-INTEREST-EXPEN>                 217,855
<TOTAL-INTEREST-EXPENSE>                        62,934
<NET-INCOME>                                    97,961
                      7,194
<EARNINGS-AVAILABLE-FOR-COMM>                   90,767
<COMMON-STOCK-DIVIDENDS>                        78,800
<TOTAL-INTEREST-ON-BONDS>                       61,143
<CASH-FLOW-OPERATIONS>                         217,656
<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 September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    4,126,528
<OTHER-PROPERTY-AND-INVEST>                    427,023
<TOTAL-CURRENT-ASSETS>                         759,856
<TOTAL-DEFERRED-CHARGES>                       567,093
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               5,880,500
<COMMON>                                       114,055
<CAPITAL-SURPLUS-PAID-IN>                    1,152,575
<RETAINED-EARNINGS>                            212,811
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,479,441
                          119,650
                                    201,444
<LONG-TERM-DEBT-NET>                         1,631,522
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  148,000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     94,089
<LEASES-CURRENT>                                35,176
<OTHER-ITEMS-CAPITAL-AND-LIAB>               2,171,178
<TOT-CAPITALIZATION-AND-LIAB>                5,880,500
<GROSS-OPERATING-REVENUE>                    1,646,438
<INCOME-TAX-EXPENSE>                            81,136
<OTHER-OPERATING-EXPENSES>                   1,363,036
<TOTAL-OPERATING-EXPENSES>                   1,363,036
<OPERATING-INCOME-LOSS>                        283,402
<OTHER-INCOME-NET>                              18,715
<INCOME-BEFORE-INTEREST-EXPEN>                 302,117
<TOTAL-INTEREST-EXPENSE>                       109,601
<NET-INCOME>                                   111,380
                     12,774
<EARNINGS-AVAILABLE-FOR-COMM>                   98,606
<COMMON-STOCK-DIVIDENDS>                        88,000
<TOTAL-INTEREST-ON-BONDS>                      101,963
<CASH-FLOW-OPERATIONS>                         206,843
<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 September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    3,285,634
<OTHER-PROPERTY-AND-INVEST>                    128,862
<TOTAL-CURRENT-ASSETS>                         447,673
<TOTAL-DEFERRED-CHARGES>                       349,913
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,212,082
<COMMON>                                     1,088,900
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                            105,499
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,192,078
                          105,000
                                    100,500
<LONG-TERM-DEBT-NET>                         1,161,594
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  120,448
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     26,509
<LEASES-CURRENT>                                32,539
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,473,414
<TOT-CAPITALIZATION-AND-LIAB>                4,212,082
<GROSS-OPERATING-REVENUE>                    1,434,692
<INCOME-TAX-EXPENSE>                           134,485
<OTHER-OPERATING-EXPENSES>                   1,017,373
<TOTAL-OPERATING-EXPENSES>                   1,017,373
<OPERATING-INCOME-LOSS>                        417,319
<OTHER-INCOME-NET>                               4,724
<INCOME-BEFORE-INTEREST-EXPEN>                 422,043
<TOTAL-INTEREST-EXPENSE>                        84,020
<NET-INCOME>                                   203,538
                      7,427
<EARNINGS-AVAILABLE-FOR-COMM>                  196,111
<COMMON-STOCK-DIVIDENDS>                       165,400
<TOTAL-INTEREST-ON-BONDS>                      111,675
<CASH-FLOW-OPERATIONS>                         298,977
<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 September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,096,569
<OTHER-PROPERTY-AND-INVEST>                     12,528
<TOTAL-CURRENT-ASSETS>                         159,827
<TOTAL-DEFERRED-CHARGES>                       189,004
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               1,457,928
<COMMON>                                       199,326
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                            225,670
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 424,937
                                0
                                     50,381
<LONG-TERM-DEBT-NET>                           464,411
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                        314
<LEASES-CURRENT>                                    93
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 517,792
<TOT-CAPITALIZATION-AND-LIAB>                1,457,928
<GROSS-OPERATING-REVENUE>                      644,239
<INCOME-TAX-EXPENSE>                            18,425
<OTHER-OPERATING-EXPENSES>                     568,870
<TOTAL-OPERATING-EXPENSES>                     568,870
<OPERATING-INCOME-LOSS>                         75,369
<OTHER-INCOME-NET>                               5,908
<INCOME-BEFORE-INTEREST-EXPEN>                  81,277
<TOTAL-INTEREST-EXPENSE>                        28,403
<NET-INCOME>                                    34,449
                      2,527
<EARNINGS-AVAILABLE-FOR-COMM>                   31,922
<COMMON-STOCK-DIVIDENDS>                        28,700
<TOTAL-INTEREST-ON-BONDS>                       29,386
<CASH-FLOW-OPERATIONS>                         103,320
<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 September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      315,688
<OTHER-PROPERTY-AND-INVEST>                      3,259
<TOTAL-CURRENT-ASSETS>                         137,504
<TOTAL-DEFERRED-CHARGES>                        47,952
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 504,403
<COMMON>                                        33,744
<CAPITAL-SURPLUS-PAID-IN>                       36,293
<RETAINED-EARNINGS>                             67,647
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 137,685
                                0
                                     19,780
<LONG-TERM-DEBT-NET>                           169,067
<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>                 177,871
<TOT-CAPITALIZATION-AND-LIAB>                  504,403
<GROSS-OPERATING-REVENUE>                      390,483
<INCOME-TAX-EXPENSE>                            17,098
<OTHER-OPERATING-EXPENSES>                     339,023
<TOTAL-OPERATING-EXPENSES>                     339,023
<OPERATING-INCOME-LOSS>                         51,460
<OTHER-INCOME-NET>                               1,844
<INCOME-BEFORE-INTEREST-EXPEN>                  53,304
<TOTAL-INTEREST-EXPENSE>                        10,465
<NET-INCOME>                                    25,741
                        724
<EARNINGS-AVAILABLE-FOR-COMM>                   25,017
<COMMON-STOCK-DIVIDENDS>                        24,400
<TOTAL-INTEREST-ON-BONDS>                       13,569
<CASH-FLOW-OPERATIONS>                          47,250
<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
September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,331,992
<OTHER-PROPERTY-AND-INVEST>                    128,556
<TOTAL-CURRENT-ASSETS>                         405,561
<TOTAL-DEFERRED-CHARGES>                       457,471
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               3,323,580
<COMMON>                                       789,350
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                            102,784
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 892,134
                                0
                                          0
<LONG-TERM-DEBT-NET>                         1,112,560
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   47,947
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     29,647
<LEASES-CURRENT>                                41,835
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,199,457
<TOT-CAPITALIZATION-AND-LIAB>                3,323,850
<GROSS-OPERATING-REVENUE>                      463,923
<INCOME-TAX-EXPENSE>                            39,217
<OTHER-OPERATING-EXPENSES>                     270,192
<TOTAL-OPERATING-EXPENSES>                     270,192
<OPERATING-INCOME-LOSS>                        193,731
<OTHER-INCOME-NET>                              14,250
<INCOME-BEFORE-INTEREST-EXPEN>                 207,981
<TOTAL-INTEREST-EXPENSE>                       114,539
<NET-INCOME>                                    54,225
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   54,225
<COMMON-STOCK-DIVIDENDS>                        46,200
<TOTAL-INTEREST-ON-BONDS>                      123,049
<CASH-FLOW-OPERATIONS>                         109,927
<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    September-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     $92,322
  Interest applicable to rentals                                  19,140    18,158    19,121    17,529    15,511      16,786
                                                                ------------------------------------------------------------
Total fixed charges, as defined                                  129,954   133,495   125,837   121,694   112,196     109,108

Preferred dividends, as defined (a)                               23,234    27,636    24,731    16,073    16,763      15,400
                                                                ------------------------------------------------------------

Combined fixed charges and preferred dividends, as defined      $153,188  $161,131  $150,568  $137,767  $128,959    $124,508
                                                                ============================================================
Earnings as defined:

  Net Income                                                    $142,263  $136,666  $157,798  $127,977  $110,951     $89,591
  Add:
    Provision for income taxes:
       Total                                                      29,220    72,081    84,445    59,220    71,374      51,374
    Fixed charges as above                                       129,954   133,495   125,837   121,694   112,196     109,108
                                                                ------------------------------------------------------------

Total earnings, as defined                                      $301,437  $342,242  $368,080  $308,891  $294,521    $250,073
                                                                ============================================================

Ratio of earnings to fixed charges, as defined                      2.32      2.56      2.93      2.54      2.63        2.29
                                                                ============================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                    1.97      2.12      2.44      2.24      2.28        2.01
                                                                ============================================================


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

</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   Sept 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  $169,509
  Interest applicable to rentals                                        21,539    16,648     14,887    15,747    16,927    18,807
                                                                      -----------------------------------------------------------
Total fixed charges, as defined                                        225,673   216,872    208,777   195,820   195,147   188,316

Preferred dividends, as defined (a)                                     52,210    44,651     48,690    30,028    32,031    28,564
                                                                      -----------------------------------------------------------

Combined fixed charges and preferred dividends, as defined            $277,883  $261,523   $257,467  $225,848  $227,178  $216,880
                                                                      ===========================================================
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   $69,945
  Add:
    Income Taxes                                                       (62,086)   63,244    102,091    22,402    31,773    44,223
    Fixed charges as above                                             225,673   216,872    208,777   195,820   195,147   188,316
                                                                      -----------------------------------------------------------

Total earnings, as defined (b)                                         $80,832  $403,035   $306,981  $278,198  $273,313  $302,484
                                                                      ===========================================================
Ratio of earnings to fixed charges, as defined                            0.36      1.86       1.47      1.42      1.40      1.61
                                                                      ===========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                          0.29      1.54       1.19      1.23      1.20      1.39
                                                                      ===========================================================

(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     Sept 99

<S>                                                            <C>        <C>       <C>       <C>       <C>       <C>
Fixed charges, as defined:
Total Interest                                                 $136,444   $136,901  $132,412  $128,900  $122,890  $115,711
  Interest applicable to rentals                                  8,332      9,332    10,601     9,203     9,564     8,841
                                                               -----------------------------------------------------------
Total fixed charges, as defined                                 144,776    146,233   143,013   138,103   132,454   124,552

Preferred dividends, as defined (a)                              29,171     32,847    28,234    22,103    20,925    16,736
                                                               -----------------------------------------------------------

Combined fixed charges and preferred dividends, as defined     $173,947   $179,080  $171,247  $160,206  $153,379  $141,288
                                                               ===========================================================
Earnings as defined:

  Net Income                                                   $213,839   $201,537  $190,762  $141,757  $179,487  $238,092
  Add:
    Provision for income taxes:
Total Taxes                                                      63,288    117,114   118,559    98,965   109,104   143,165
    Fixed charges as above                                      144,776    146,233   143,013   138,103   132,454   124,552
                                                               -----------------------------------------------------------

Total earnings, as defined                                     $421,903   $464,884  $452,334  $378,825  $421,045  $505,809
                                                               ===========================================================

Ratio of earnings to fixed charges, as defined                     2.91       3.18      3.16      2.74      3.18      4.06
                                                               ===========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                   2.43       2.60      2.64      2.36      2.75      3.58
                                                               ===========================================================


- ------------------------
(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    Sept 1999

<S>                                                            <C>       <C>       <C>       <C>        <C>       <C>
Fixed charges, as defined:
  Total Interest                                               $52,764   $51,635   $48,007   $45,274    $40,927   $39,005
  Interest applicable to rentals                                 1,716     2,173     2,165     1,947      1,864     2,235
                                                              -----------------------------------------------------------

Total fixed charges, as defined                                 54,480    53,808    50,172    47,221     42,791    41,240

Preferred dividends, as defined (a)                              9,447     9,004     7,610     5,123      4,878     4,880
                                                              -----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined     $63,927   $62,812   $57,782   $52,344    $47,669   $46,120
                                                              ===========================================================

Earnings as defined:

  Net Income                                                   $48,779   $68,667   $79,210   $66,661    $62,638   $33,060
  Add:
    Provision for income taxes:
    Total income taxes                                          12,476    34,877    41,107    26,744     28,031    12,241
    Fixed charges as above                                      54,480    53,808    50,172    47,221     42,791    41,240
                                                              -----------------------------------------------------------

Total earnings, as defined                                    $115,735  $157,352  $170,489  $140,626   $133,460   $86,541
                                                              ===========================================================

Ratio of earnings to fixed charges, as defined                    2.12      2.92      3.40      2.98       3.12      2.10
                                                              ===========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                  1.81      2.51      2.95      2.69       2.80      1.88
                                                              ===========================================================


- ------------------------
(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    Sept 1999
<S>                                                           <C>       <C>       <C>       <C>        <C>      <C>
Fixed charges, as defined:
  Total Interest                                              $18,272   $17,802   $16,304   $15,287    $14,792  $14,561
  Interest applicable to rentals                                1,245       916       831       911      1,045    1,213
                                                              ---------------------------------------------------------
Total fixed charges, as defined                                19,517    18,718    17,135    16,198     15,837   15,774

Preferred dividends, as defined (a)                             2,071     1,964     1,549     1,723      1,566    1,532
                                                              ---------------------------------------------------------

Combined fixed charges and preferred dividends, as defined    $21,588   $20,682   $18,684   $17,921    $17,403  $17,306
                                                              =========================================================

Earnings as defined:

  Net Income                                                  $13,211   $34,386   $26,776   $15,451    $16,137  $25,945
  Add:
    Provision for income taxes:
     Total                                                      4,600    20,467    16,216    12,142     10,042   15,804
    Fixed charges as above                                     19,517    18,718    17,135    16,198     15,837   15,774
                                                              ---------------------------------------------------------

Total earnings, as defined                                    $37,328   $73,571   $60,127   $43,791    $42,016  $57,523
                                                              =========================================================
Ratio of earnings to fixed charges, as defined                   1.91      3.93      3.51      2.70       2.65     3.65
                                                              =========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                 1.73      3.56      3.22      2.44       2.41     3.32
                                                              =========================================================


- ------------------------
(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    Sept 1999
<S>                                               <C>       <C>        <C>       <C>       <C>       <C>
Fixed charges, as defined:
  Total Interest                                  $176,504  $151,512   $143,720  $128,653  $116,060  $143,073
  Interest applicable to rentals                     7,546     6,475      6,223     6,065     5,189    14,379
                                                  -----------------------------------------------------------
Total fixed charges, as defined                   $184,050  $157,987   $149,943  $134,718  $121,249  $157,452
                                                  ===========================================================
Earnings as defined:
  Net Income                                        $5,407   $93,039    $98,668  $102,295  $106,476   $86,196
  Add:
    Provision for income taxes:
      Total                                         36,838    75,493     82,121    74,654    77,263    55,125
    Fixed charges as above                         184,050   157,987    149,943   134,718   121,249   157,452
                                                  -----------------------------------------------------------

Total earnings, as defined                        $226,295  $326,519   $330,732  $311,667  $304,988  $298,773
                                                  ===========================================================

Ratio of earnings to fixed charges, as defined        1.23      2.07       2.21      2.31      2.52      1.90
                                                  ===========================================================




</TABLE>



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