ENTERGY ARKANSAS INC
10-Q, 2000-08-08
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 June 30, 2000

          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

1-27031         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)
                4809 Jefferson Highway
                Jefferson, Louisiana 70121
                Telephone (504) 840-2734

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)
                1600 Perdido Building
                New Orleans, Louisiana 70112
                Telephone (504) 670-3674

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

<PAGE>

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

Yes     X      No

Common Stock Outstanding                     Outstanding at July 31, 2000
Entergy Corporation           ($0.01 par value)        222,903,941

      Entergy  Corporation, Entergy Arkansas, Inc., Entergy Gulf  States,
Inc.,  Entergy  Louisiana, Inc., Entergy Mississippi, Inc.,  Entergy  New
Orleans,  Inc.,  and System Energy Resources, Inc. separately  file  this
combined  Quarterly  Report on Form 10-Q.  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,  1999,  and  the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed
by  the  individual  registrants with the SEC,  and  should  be  read  in
conjunction therewith.


                       Forward Looking Information

      The  following  constitutes  a "Safe Harbor"  statement  under  the
Private  Securities  Litigation  Reform  Act  of  1995:   Investors   are
cautioned  that forward-looking statements contained herein with  respect
to  the revenues, earnings, performance, strategies, prospects and  other
aspects  of the business of Entergy Corporation, Entergy Arkansas,  Inc.,
Entergy  Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi,
Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., and their
affiliated  companies may involve risks and uncertainties.  A  number  of
factors could cause actual results or outcomes to differ materially  from
those  indicated  by  such  forward-looking  statements.   These  factors
include,  but  are not limited to, risks and uncertainties  relating  to:
the   effects  of  weather,  the  performance  of  generating  units  and
transmission  systems, the possession of nuclear materials,  fuel  prices
and availability, the effects of regulatory decisions and changes in law,
litigation,  capital  spending requirements, the  onset  of  competition,
advances  in  technology,  changes  in  accounting  standards,  corporate
restructuring  and  changes in  capital  structure, consummation  of  the
business  combination with FPL Group, Inc.,  movements  in  the   markets
for electricity and other energy-related commodities, changes in interest
rates and in financial and foreign currency markets generally, changes in
corporate strategies, and other factors.


<PAGE>

                  ENTERGY CORPORATION AND SUBSIDIARIES
                 INDEX TO QUARTERLY REPORT ON FORM 10-Q
                              June 30, 2000
                                                        Page Number

Definitions                                                 1
Management's Financial Discussion and Analysis -
  Significant Factors and Known Trends                      3
Management's Financial Discussion and Analysis -
  Liquidity and Capital Resources                           8
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                 14
     Consolidated Statements of Income                     21
     Consolidated Statements of Cash Flows                 22
     Consolidated Balance Sheets                           24
     Consolidated Statements of Retained Earnings,
       Comprehensive Income, and Paid-In Capital           26
     Selected Operating Results                            27
  Entergy Arkansas, Inc.:
     Results of Operations                                 28
     Income Statements                                     31
     Statements of Cash Flows                              33
     Balance Sheets                                        34
     Selected Operating Results                            36
  Entergy Gulf States, Inc.:
     Results of Operations                                 37
     Income Statements                                     40
     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                                     63
     Statements of Cash Flows                              65
     Balance Sheets                                        66
     Selected Operating Results                            68
  System Energy Resources, Inc.:
     Results of Operations                                 69
     Income Statements                                     70
     Statements of Cash Flows                              71
     Balance Sheets                                        72
Notes to Financial Statements for Entergy Corporation
  and Subsidiaries                                         74
Part II:
  Item 1.  Legal Proceedings                               85
  Item 4.  Submission of Matters to a Vote of
             Security Holders                              86
  Item 5.  Other Information                               87
  Item 6.  Exhibits and Reports on Form 8-K                88
Signature                                                  90


<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 1 and 2              Units  1 and 2 of Arkansas Nuclear One Steam
                         Electric Generating Station (nuclear), owned
                         by Entergy Arkansas
APSC                     Arkansas Public Service Commission
Board                    Board of Directors of Entergy Corporation
BPS                      British pounds sterling
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 by Entergy effective December 31, 1998
Council                  Council   of   the  City  of  New   Orleans,
                         Louisiana
domestic utility
 companies               Entergy   Arkansas,  Entergy  Gulf   States,
                         Entergy Louisiana, Entergy Mississippi,  and
                         Entergy New Orleans, collectively
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 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                     Exempt foreign utility company under PUHCA
Form 10-K                The  combined Annual Report on Form 10-K for
                         the year ended December 31, 1999 of Entergy,
                         Entergy   Arkansas,  Entergy  Gulf   States,
                         Entergy   Louisiana,  Entergy   Mississippi,
                         Entergy New Orleans, and System Energy
FPL Group                FPL  Group, Inc., a Florida Corporation  and
                         parent  company  of Florida  Power  &  Light
                         Company
Grand Gulf 1             Unit   No.  1  of  the  Grand  Gulf  Nuclear
                         Generation Plant
Independence             Independence Steam Electric Station  (coal),
                         owned  16%  by  Entergy  Arkansas,  25%   by
                         Entergy Mississippi, and 7% by Entergy Power
London Electricity       London Electricity plc - a regional electric
                         company  serving London, England, which  was
                         acquired by Entergy London Investments  plc,
                         effective February 1, 1997, and was sold  by
                         Entergy effective December 4, 1998
LPSC                     Louisiana Public Service Commission
Merger                   The    business   combination    transaction
                         pursuant to which the outstanding shares  of
                         FPL  Group  and  the outstanding  shares  of
                         Entergy  Corporation will  be converted into
                         the right  to receive 1.00 and 0.585 shares,
                         respectively, of a new company
Merger Agreement         Agreement and Plan of Merger dated July  30,
                         2000  by  and  between  FPL  Group,  Entergy
                         Corporation, WCB Holding Corporation, Ranger
                         Acquisition Corporation and Ring Acquisition
                         Corporation
MPSC                     Mississippi Public Service Commission
MW                       Megawatt(s)

<PAGE>

Abbreviation or Acronym       Term

NRC                      Nuclear Regulatory Commission
Pilgrim                  Pilgrim  Nuclear  Station, 670  MW  facility
                         located in Plymouth, Massachusetts purchased
                         in July 1999 from Boston Edison by Entergy's
                         non-utility nuclear power business
PUCT                     Public Utility Commission of Texas
PUHCA                    Public Utility Holding Company Act of  1935,
                         as amended
River Bend               River Bend Nuclear Generation Plant
SEC                      Securities and Exchange Commission
SFAS                     Statement  of Financial Accounting Standards
                         as  promulgated by the Financial  Accounting
                         Standards Board
System Agreement         Agreement,  effective January  1,  1983,  as
                         modified,   among   the   domestic   utility
                         companies   relating  to  the   sharing   of
                         generating   capacity   and   other    power
                         resources
System Energy            System  Energy Resources, Inc., an  Arkansas
                         corporation
UK                       The  United  Kingdom of  Great  Britain  and
                         Northern Ireland
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
Waterford 3              Unit No. 3 (nuclear) of the Waterford Plant
White Bluff              White   Bluff   Steam  Electric   Generating
                         Station, 57% owned by Entergy Arkansas


<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  for  a
discussion of the increasing competitive pressures facing Entergy and
the  electric  utility industry, as well as market  risks  and  other
significant  issues affecting Entergy.  Set forth  below  are  recent
updates to the information contained therein.

Business Combination With FPL Group

     On  July  30, 2000, Entergy  Corporation  and FPL  Group entered
into a  Merger Agreement, providing for a  business  combination that
results  in  the creation  of a  new company.  Each outstanding share
of FPL Group common stock will be converted into the right to receive
one share of  the new  company's common  stock, and  each outstanding
share of Entergy Corporation  common stock will be converted into the
right to receive 0.585 of a share of  the new company's common stock.
It is expected  that  FPL Group's shareholders will own approximately
57%   of   the  common  equity  of  the  new  company  and  Entergy's
shareholders  will  own  approximately  43%.   The  initial  board of
directors  of  the  new  company  will  consist  of  eight  directors
designated by FPL  Group and seven directors  designated  by Entergy.
The  new  company  will be  given a new name that will be agreed upon
between  the  Boards of  Directors  of FPL and  Entergy  prior to the
consummation  of  the  Merger.  The  new  company  will  maintain its
principal  corporate offices and headquarters in Juno Beach, Florida,
and will maintain its utility headquarters in New Orleans, Louisiana.
The Merger Agreement generally  allows Entergy to  continue  business
in  the ordinary  course consistent  with past practice and  contains
certain   restrictions  on Entergy's  capital  activities,  including
restrictions on the issuance  of securities,   capital  expenditures,
dispositions, incurrence or guarantee of indebtedness, and trading or
marketing of energy.  Entergy generally will  be  permitted  to  take
actions  pursuant to restructuring   legislation   in  the   domestic
utility  companies'  jurisdictions  of  operation  and reorganize its
transmission  business.  Under  certain  circumstances, if the Merger
Agreement is terminated,  a  termination fee of  $215  million may be
payable by  one of the parties.  Both  the  FPL  Group  and   Entergy
Boards of  Directors  unanimously approved the Merger.  The Merger is
conditioned, among other  things, upon  approvals of the shareholders
of FPL Group and  Entergy  and  the  receipt of  required  regulatory
approvals  of  various local, state, and federal  regulatory agencies
and commissions, including the  SEC and FERC.   Entergy and FPL Group
will seek to consummate the Merger by late 2001.

     Reference  is  made to Entergy's Form 8-K dated July  31,  2000,
which  attached  copies of the Merger Agreement  and  a  joint  press
release  of  Entergy and FPL Group announcing the  execution  of  the
Merger Agreement, and Entergy's Form 8-K dated August 3, 2000,  which
described  the terms of the Merger Agreement and attached preliminary
pro-forma financial statements of the new company.

Domestic Transition to Competition

State Regulatory and Legislative Activity

Arkansas

      In April 1999, the Arkansas legislature enacted a law providing
for  competition in the electric utility industry through retail open
access on January 1, 2002.  When retail open access is achieved,  the
generation  operations  will  become  a  competitive  business,   but
transmission  and  distribution  operations  will  continue   to   be
regulated.  The APSC may delay implementation of retail open  access,
but not beyond June 30, 2003.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


     The  implementation  of  the Arkansas  retail  open  access  law
through  rulemakings  and  company filings is  ongoing.   Rulemakings
associated with energy service provider licensing rules and affiliate
rules  have  been  completed.  In June 2000, the APSC  declared  that
billing would become a competitive service at the beginning of retail
open access.  Entergy Arkansas filed a functional, but not corporate,
unbundling plan with the APSC on August 8, 2000.

     The  plan  initially  establishes separate  business  units  for
distribution,  generation, and a new retail energy service  provider.
The  plan  contemplates the transfer of transmission  assets  to  the
Transco  discussed  in  the  Form  10-K  at  "MANAGEMENT'S  FINANCIAL
DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS."  The
functional  unbundling  plan  is  tentative  because  the  regulatory
requirements  to implement the retail open access law have  not  been
finalized, and changes to the plan are possible.

Texas

     In  June 1999, the Texas legislature enacted a law providing for
competition  in  the  electric utility industry through  retail  open
access.   The  law provides for retail open access by  most  electric
utilities,  including Entergy Gulf States, on January 1, 2002.   When
retail  open access is achieved, the generation business  and  a  new
retail   electricity   provider  function  will  become   competitive
businesses,   but  transmission  and  distribution  operations   will
continue  to  be  regulated.   The new  retail  electricity  provider
function will be the primary point of contact with customers for most
services  beyond  initiation of electric service and  restoration  of
service following outages.

     In   January  2000,  as  required  by  the  Texas  restructuring
legislation,  Entergy  Gulf States filed a business  separation  plan
with  the  PUCT, which was amended in June 2000.  The  plan  provides
that,  by  January 2002, Entergy Gulf States will be divided  into  a
Texas  distribution company, a Texas transmission  company,  a  Texas
generation  company,  a  Texas  retail electricity  provider,  and  a
Louisiana  company that will encompass distribution, generation,  and
transmission  operations.  In July 2000, the PUCT issued  an  interim
order  to  approve the amended business separation  plan.   The  plan
provides  that  the Louisiana company would retain the liability  for
all debt obligations of Entergy Gulf States and that the property  of
the  Texas companies would be released from the lien of Entergy  Gulf
States' mortgage.  Each of the Texas companies would assume a portion
of Entergy Gulf States' debt obligations, which assumptions would not
act  to  release the Louisiana company's obligations.   Each  of  the
Texas companies would also grant a lien on properties in favor of the
Louisiana company to secure its obligations to the Louisiana  company
in  respect of the assumed obligations.  In addition, under the  plan
Entergy  Gulf  States will refinance or retire existing debt  through
2004.  Regulatory approvals from FERC, the SEC, and the LPSC will  be
required  before  the  business separation plan can  be  implemented.
Remaining  business separation issues in Texas will be  addressed  in
the  unbundled costs proceeding before the PUCT.  The LPSC has opened
a  docket  to identify the changes in corporate structure of  Entergy
Gulf   States,  and  their  potential  impact  on  Louisiana   retail
ratepayers,  resulting  from restructuring  in  Texas  and  Arkansas.
Entergy Gulf States filed testimony in that proceeding in August 2000
and hearings are scheduled in February 2001.

     Pursuant  to  the Texas restructuring legislation, Entergy  Gulf
States   filed   its  separated  business  cost  data  and   proposed
transmission, distribution, and competition tariffs with the PUCT  on
March  31,  2000.   This  filing  also  included  a  proposal  for  a
performance-based  enhancement to the authorized rate  of  return  on
equity. Management does not agree with the arbitrary level of  return
on  equity  set by PUCT rules (200 basis points over the  cost  of  a
distribution  utility's debt) and is seeking a higher return  in  its
separated  cost filing.  At a pre-hearing conference  held  in  April
2000, a procedural schedule for the case was established, calling for
a  hearing in January 2001.  Management cannot predict the outcome of
this  proceeding.  In connection with unbundled cost filings made  by
all  Texas  investor owned utilities, the PUCT has opened a  "generic
docket"  to determine issues that may be resolved on an industry-wide
basis, including incentive mechanisms to enhance the authorized  rate
of return, before the individual utility hearings begin.  See Note  2
to the financial statements for further information on this filing.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


Mississippi

      In  May 2000, after two years of studies and hearings, the MPSC
announced  that it was suspending its docket studying the opening  of
the  state's  retail  electricity markets to competition.   The  MPSC
based  its  decision on its finding that competition could raise  the
electric  rates  paid by residential and small commercial  customers.
The  final decision ultimately lies with the Mississippi Legislature,
which has adjourned its 2000 session.

Federal Regulatory Activity

      See  "Part  I,  Item 1, Competition" in the  Form  10-K  for  a
discussion  of  changes that may result from retail  competition  and
unbundling.

     In  April 2000, the LPSC and the Council filed a complaint  with
FERC  seeking revisions to the System Agreement that they allege  are
necessary  to  accommodate the introduction of retail competition  in
Texas  and  Arkansas, where Entergy Gulf States and Entergy  Arkansas
provide utility service, and to protect Entergy's Louisiana customers
from  any  adverse impact that may occur due to the  introduction  of
such  retail  competition in some jurisdictions but not others.   The
LPSC  and  the  Council  request that FERC  immediately  institute  a
proceeding to permit changes to be adopted prior to January 1,  2002,
and  request, among other things, that FERC cap certain of the System
Agreement obligations of Entergy Gulf States, Entergy Louisiana,  and
Entergy New Orleans and fix these companies' access to pool energy at
the average level existing for the three years prior to the date that
retail access is initiated in Texas and Arkansas.  Alternatively, the
LPSC  and  the Council request that FERC require Entergy  to  provide
wholesale power contracts to these companies to satisfy their  energy
requirements  at  costs no higher than would have  been  incurred  if
retail  competition were not implemented.  The LPSC and  the  Council
request  that the relief be made available for at least  eight  years
after  implementation  of retail competition  or  the  withdrawal  of
Entergy  Arkansas and Entergy Gulf States from the System  Agreement,
or  until  retail access is implemented in Louisiana and New Orleans.
In  addition, among other things, the LPSC and the Council assert  in
their complaint that:

     o unless  the requested relief is granted, the restructuring
       legislation adopted in Texas and Arkansas, to the extent  such
       legislation requires, or has the effect of, altering the rights of
       parties under the System Agreement, will result in violations of the
       interstate  commerce clause, the due process clause,  and  the
       impairment of contracts clause in the U.S. Constitution; and
     o the failure of the domestic utility companies to honor a right
       of first refusal with respect to any sale of generating capacity and
       associated energy under the System Agreement, and any attempt to
       eliminate such right of first refusal from the System Agreement,
       would violate the Federal Power Act and constitute a breach of the
       System Agreement.

<PAGE>

                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS

     In   June  2000,  Entergy's  domestic  utility  companies  filed
proposed  amendments to the System Agreement with FERC to  facilitate
the implementation of retail competition in Arkansas and Texas and to
provide  for  continued  equalization of  costs  among  the  domestic
utilities  in Louisiana and Mississippi.  The amendments provide  the
following:

     o cessation  of participation in all aspects of  the  System
       Agreement, other than those related to transmission equalization, for
       any jurisdictional division of a domestic utility operating in a
       jurisdiction that initiates retail access;
     o certain sections of the System Agreement will no longer apply to
       the sales of generating capacity, whether through the sale of the
       asset or the output thereof, by a domestic utility operating in a
       jurisdiction that has established a date by which it will implement
       retail access; and
     o modification of the service schedule developed to track changes
       in energy costs resulting from the Entergy-Gulf States Utilities
       merger to include one final true-up of fuel costs upon cessation of
       one company's participation in the System Agreement, which thereafter
       will no longer be applicable for any purpose.

     Entergy  believes that the proceedings relating to the  proposed
amendments serve as a response to the complaint by the LPSC  and  the
Council  and  anticipates that the proceedings would be consolidated.
In  response  to  Entergy's proposal, the LPSC and the  Council  have
requested that FERC dismiss the proposed amendments and proceed  with
the   complaint  proceedings.   Several  other  parties   have   also
intervened  in  the  proceeding.  In the event that  the  proceedings
relating to the proposed amendments proceed, the LPSC and the Council
have  asserted  that  the charges to the domestic  utility  companies
under  the  Unit  Power  Sales Agreement  need  to  be  reconsidered.
Entergy has requested an expedited hearing on the proposed amendments
and  that  FERC  issue  a  final decision  by  October  1,  2001.   A
procedural  schedule has not been established.  Neither  the  timing,
nor  the  ultimate  outcome  of these  proceedings  at  FERC  can  be
predicted at this time.

     For  a  discussion  of FERC's August 2000 order  in  the  System
Energy proposed rate increase proceeding, see Note 2 to the financial
statements.

State and Local Rate Regulation

      The  domestic  utility  companies' retail  and  wholesale  rate
matters   and   other  regulatory  proceedings  are  discussed   more
thoroughly in Note 2 to the financial statements in the Form 10-K.

      In  June  2000, the LPSC approved a settlement between  Entergy
Gulf States and the LPSC staff to refund $83 million resolving refund
issues in Entergy Gulf States' second, third, fourth, and fifth post-
Merger  earnings reviews filed with the LPSC relating to  the  period
January  1, 1994 through December 31, 1997.  This refund,  for  which
adequate  reserves  have  been made, will occur  over  a  three-month
period  beginning July 2000. In May 2000, Entergy Gulf  States  filed
its  seventh  required post-Merger earnings analysis with  the  LPSC.
This filing will be subject to review by the LPSC and may result in a
change  in  rates.   Entergy Gulf States also is proposing  that  the
allowed  return on common equity be increased to 11.60%.  A  schedule
for this proceeding has not yet been established by the LPSC.

      In  May  2000, the LPSC ordered Entergy Louisiana to refund  an
additional  $6.4 million based on its fourth annual performance-based
rate  plan filed with the LPSC in April 1999 for the 1998 test  year.
The  refund, for  which an adequate reserve has been established, was
effective April 2000. In  May 2000, Entergy  Louisiana  submitted its
fifth  annual  performance-based rate  plan  filing for the 1999 test
year. The filing  indicated  that a $24.8 million base rate reduction
might  be  appropriate  for  implementation  effective  August  2000.
Entergy Louisiana  is proposing to increase prospectively the allowed
return  on common  equity from 10.5% to 11.6%, which would reduce the
amount of any rate reduction.  This  filing will be subject to review
by the LPSC.  A procedural  schedule has  not yet been established by
the LPSC in this proceeding.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


Continued Application of SFAS 71 and Stranded Cost Exposure

      See  "Continued  Application  of  SFAS  71  and  Stranded  Cost
Exposure"  in  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT  FACTORS  AND  KNOWN TRENDS"  in  the  Form  10-K  for  a
discussion of the potential effects of discontinuation of SFAS 71 for
the  generation  portion of Entergy's business as well  as  Entergy's
exposure to stranded costs.

      Because  management believes that definitive outcomes have  not
yet been determined regarding the transition to competition in any of
Entergy's  jurisdictions, the regulated operations  of  the  domestic
utility companies and System Energy continue to apply SFAS 71.

     The restructuring laws enacted in Arkansas and Texas provide  an
opportunity for the recovery of stranded costs following  review  and
approval  by the APSC or the PUCT.  Nearly all of Entergy's  exposure
to   stranded  costs  involves  commitments  that  were  approved  by
regulators.  The actual amount of costs and obligations that will  be
identified  as stranded will be determined in regulatory proceedings.
The  outcome  of  the  Texas and Arkansas stranded  cost  proceedings
cannot  be  predicted  and will depend upon a  number  of  variables,
including  the  timing  of  stranded cost determination,  the  values
attributable  to  certain  strandable  assets,  and  the  assumptions
concerning future market prices for electricity.

     In  June 2000, Entergy Arkansas filed an application to continue
the  stranded  cost  mitigation  efforts  agreed  upon  in  the  1997
settlement agreement approved by the APSC.  These mitigation  efforts
include the funding of a transition cost account with excess earnings
to  offset future stranded costs and the accelerated amortization  of
Entergy  Arkansas' share of the Grand Gulf purchased power obligation
under the Unit Power Sales Agreement.  The filing included an updated
stranded   cost  estimate  intended  to  support  Entergy   Arkansas'
recommendation  that  the mitigation efforts  continue.   The  filing
presents  an  estimated  range  of  stranded  costs  based  upon  the
comparison  of  possible  generation  asset  market  values  to   the
generation  assets'  book  values and contractual  obligations.   The
range of possible generation asset market values used in the estimate
was  determined  using generation asset sales in other jurisdictions.
The  estimated range of stranded costs in Arkansas set forth  in  the
filing is $254 million to $1.64 billion.

     Entergy  Gulf States included an estimate of its Texas  stranded
costs  in  its March 31, 2000 separated costs filing with  the  PUCT.
Using  the model established by the PUCT staff, Entergy Gulf  States'
estimate  of  Texas stranded costs is $117.2 million.   Entergy  Gulf
States  disagrees  with  certain  of the  assumptions  and  estimates
included  in  the PUCT model and believes that the model  understates
actual stranded costs.  The model offsets potential strandable  costs
against  mitigating factors, including the estimated  fair  value  of
existing  generation plants, to determine an estimated stranded  cost
figure.   The model, however, does not include estimated  River  Bend
decommissioning  costs.   The Texas cost  filing  is  discussed  more
thoroughly in Note 2 to the financial statements.

Market Risks Disclosure

      In  May 2000, to mitigate currency exchange rate risk, Entergy
entered  into separate foreign currency forward contracts  to  hedge
the U.S. dollar equivalent amounts of its net equity investments  to
be  made  in the Saltend and Damhead Creek projects located  in  the
United  Kingdom.  The forward contracts are in the notional  amounts
of  BPS48 million and BPS36.1 million for Saltend and Damhead Creek,
respectively.  The forward contract for Saltend matured in July 2000
when  the  equity investment was made and locked in an average  spot
rate  of  $1.48338 to BPS1.  The forward contract for Damhead  Creek
will  mature  in October 2000 and locks in an average spot  rate  of
$1.48424  to  BPS1.  The banks obligated on these forward  contracts
are  rated  by Standard & Poor's at A-1 or above on their short-term
obligations.


<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


Cash Flows

Operations

      Net cash flow provided by (used in) operations for Entergy, the
domestic  utility  companies, and System Energy for  the  six  months
ended June 30, 2000 and 1999 was as follows:

                            Six Months Ended Six Months Ended
    Company                  June 30, 2000    June 30, 1999
                                      (In Millions)

    Entergy                       $737.8           $591.3
    Entergy Arkansas              $109.7           $121.0
    Entergy Gulf States           $105.6           $ 91.7
    Entergy Louisiana             $ 77.2           $154.7
    Entergy Mississippi           $(35.9)          $ 55.5
    Entergy New Orleans           $ 16.9           $ 19.9
    System Energy                 $325.1           $175.0

      Entergy's  consolidated  cash flow  from  operations  increased
primarily  due to its competitive businesses providing $88.7  million
to consolidated operating cash flow compared with using $60.8 million
for  the six months ended June 30, 2000 and 1999, respectively.   The
increase is primarily due to:

     o    net income from operations of Pilgrim; and
     o    less cash used by the power marketing and trading business.

Pilgrim  was  purchased in July 1999 and provided positive  operating
cash  flow in the six months ended June 30, 2000 compared to no  cash
flow in the six months ended June 30, 1999.  The power marketing  and
trading  business had net income for the six months  ended  June  30,
2000  compared to a net loss in 1999, which caused this  business  to
provide  operating  cash flow in 2000 whereas it had  used  operating
cash flow in 1999.

      The operating cash flows of the domestic utility companies  and
System Energy were affected by the following money pool activity  for
the six months ended June 30, 2000:

     o System Energy's operating cash flow increased primarily due to
       payments received from affiliated companies; and
     o Entergy Louisiana and Entergy Mississippi used proceeds from
       debt issuances in 2000 to pay off borrowings from the money pool and
       create receivables from the money pool, resulting in an overall
       decrease in their respective operating cash flows.

The  money  pool is an inter-company funding arrangement designed  to
reduce the domestic utility companies' and System Energy's dependence
on  external short-term borrowings.  The money pool provides a  means
by  which, on a daily basis, the excess funds of Entergy Corporation,
the  domestic utility companies, and System Energy may be used by the
domestic  utilities or System Energy when they have  short-term  cash
requirements.  See "Capital Resources" below for a discussion of  the
limitations on these borrowings.

      Operating  cash flows for the domestic utility  companies  were
also  affected  by  increased use of cash related  to  deferred  fuel
costs.


<PAGE>

                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


Investing Activities

     Net  cash  used in investing activities increased  for  the  six
months ended June 30, 2000 due to increased construction expenditures
in  2000.  The increased construction expenditures were primarily due
to:

     o spending on customer service and reliability improvements by the
       domestic utility companies;
     o construction of the Saltend and Damhead Creek power plants by
       Entergy's global power development business; and
     o construction costs of turbines incurred by Entergy's global
       power development business.

     The  maturity of other temporary investments combined  with  the
proceeds  from the sale of the Freestone power project provided  cash
from  investing activities in 2000.  These sources of cash,  however,
were  largely  offset  by  the proceeds from  the  sales  of  Entergy
Security, Inc. in January 1999 and Entergy Power Edesur Holdings  and
several telecommunications businesses in June 1999.

Financing Activities

      Net cash provided by financing activities increased for the six
months ended June 30, 2000 primarily due to:

     o the issuance of debt at Entergy Arkansas, Entergy Gulf States,
       Entergy Louisiana, and Entergy Mississippi;
     o additional borrowings under the Entergy Corporation credit
       facility in 2000 compared to repayments on that facility for the six
       months ended June 30, 1999;
     o increased borrowings under the credit facilities for  the
       construction of the Saltend and Damhead Creek power projects by
       Entergy's global power development business; and
     o a reduction in the retirement of long-term debt.

      Partially offsetting the overall increase in cash provided  was
the  increased repurchase of Entergy Corporation common stock and the
redemption of Entergy Gulf States' preference stock in 2000.

Business Combination With FPL Group

      Entergy  Corporation  and  FPL  Group  entered  into  a  Merger
Agreement on July 30, 2000.   See "MANAGEMENT'S  FINANCIAL DISCUSSION
AND   ANALYSIS  -  SIGNIFICANT  FACTORS  AND  KNOWN  TRENDS"   for  a
description  of  the Merger.   The  Merger Agreement generally allows
Entergy to continue business  in  the ordinary course consistent with
past  practice   and  contains  certain   restrictions  on  Entergy's
activities,  including restrictions  on  the  issuance of securities,
capital   expenditures,  dispositions,  incurrence  or  guarantee  of
indebtedness, and  trading or marketing  of energy.  Entergy does not
believe that these covenants will constrain  its  capital  investment
plan.  Under  certain  circumstances,  if  the  Merger  Agreement  is
terminated,  a  termination fee  of  $215  million  may be payable by
one  of the parties.  In addition,  under the  terms  of  the  Merger
Agreement, Entergy will use its  commercially  reasonable efforts  to
purchase  in  open  market transactions $430 million of shares of its
common stock prior to  the closing of the Merger.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


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 assets.

     Entergy requires capital resources for:

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

Management  provides  more information on construction  expenditures,
capital   investments,  and  long-term  debt  and   preferred   stock
maturities in Notes 5, 6, 7, and 9 to the financial statements in the
Form 10-K.

Sources of Capital Resources

      All of the domestic utility companies have issued debt in 2000,
including an issuance by Entergy New Orleans in July 2000.   The  net
proceeds  of  these issuances have been or will be used  for  general
corporate purposes, including capital expenditures, the retirement of
short-term indebtedness, and, in the case of Entergy Gulf States, the
mandatory  redemption  of  preference  stock.   See  Note  4  to  the
financial statements for details regarding issuances of debt in 2000.

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

     The  domestic  utility  companies and System  Energy  expect  to
continue  refinancing  or redeeming higher cost  debt  and  preferred
stock prior to maturity, to the extent market conditions and interest
and dividend rates are favorable.

      Short-term  borrowings by the domestic  utility  companies  and
System  Energy  are limited to amounts authorized by  the  SEC.   The
current SEC-authorized limit of $1.078 billion for these companies is
effective through November 30, 2001.  Borrowings from the money  pool
and  external  borrowings combined may not exceed the  SEC-authorized
limit.   As of June 30, 2000, only Entergy New Orleans had borrowings
outstanding from the money pool, in the amount of $2.8 million.

     Other Entergy subsidiaries have SEC authorization to borrow from
Entergy Corporation through the money pool, or from external sources,
in an aggregate principal amount up to $265 million.  These companies
had  $117.6 million of outstanding borrowings from the money pool  as
of  June 30, 2000.  Some of these borrowings are restricted as to use
and are collateralized by certain assets.


<PAGE>

                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


     In May 2000, Entergy Corporation amended its 364-day bank credit
facility, increasing the capacity from $250 million to $500  million,
of  which $435 million of borrowings were outstanding as of June  30,
2000.   Proceeds  from  this credit facility were  used  for  general
corporate purposes, for working capital needs, and to repay the  $120
million  364-day  term  loan  discussed  in  "MANAGEMENT'S  FINANCIAL
DISCUSSION  AND  ANALYSIS - LIQUIDITY AND CAPITAL RESOURCES"  in  the
Form 10-K.

Uses of Capital Resources

     Entergy's   global  power  development  business  is   currently
constructing  two combined-cycle gas turbine merchant  power  plants,
Saltend  and Damhead Creek, in the UK.  These projects are  discussed
in  "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -  LIQUIDITY  AND
CAPITAL  RESOURCES"  in  the  Form  10-K.   The  financing   of   the
construction of these two power plants is discussed in Note 7 to  the
financial  statements  in  the  Form 10-K.   Saltend  was  originally
scheduled  for  commercial operations in January  2000,  but  is  now
expected  to  be  complete  by the end  of  2000.   The  engineering,
procurement,   and   construction  contract  with  the   construction
contractor  and  the  turbine manufacturer  provides  for  liquidated
damages for lost operating margin and incremental costs.  For the six
months  ended June 30, 2000, Entergy recorded liquidated damages  for
lost operating margins of $32.9 million ($23 million net of tax).

      In  October  1999, Entergy's global power development  business
obtained  an option to acquire twenty-four GE7FA advanced  technology
gas   turbines,  four  steam  turbines,  and  eight  GE7EA   advanced
technology  gas  turbines.   The  financing  of  these  turbines   is
discussed  in  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -
LIQUIDITY  AND CAPITAL RESOURCES" in the Form 10-K.  In the  sale  of
the  Freestone power project, Entergy sold the rights to acquire four
of the GE7FA turbines and two of the steam turbines.

      In March 2000, Entergy's non-utility nuclear business signed an
agreement, subject to regulatory approvals, to purchase the New  York
Power  Authority's (NYPA) 825 MW James A. FitzPatrick  nuclear  power
plant located near Oswego, New York and NYPA's 980 MW Indian Point  3
nuclear  power  plant  located  in  Westchester  County,  New   York.
Management expects to close the acquisition during the fourth quarter
of 2000.  Entergy will pay NYPA $50 million in cash at the closing of
the  purchase,  plus seven annual installments of approximately  $108
million  commencing one year from the date of the closing, and  eight
annual  installments of $20 million commencing eight years  from  the
date   of  the  closing.   Entergy  currently  projects  that   these
installments will be paid primarily from the proceeds of the sale  of
power  from  the plants and that Entergy will provide  an  additional
$100 million of funding.  Pursuant to the terms of the agreement with
NYPA, the installment payments due by Entergy to NYPA must be secured
by  a  letter of credit from an eligible financial institution.  This
letter  of credit may be secured, in whole or in part, by an  Entergy
guarantee.   Subject  to  certain conditions,  Entergy's  non-utility
nuclear  business  has agreed to pay NYPA up to $10 million  annually
for  up to 10 years, beginning on the second anniversary date of such
acquisition,  if  Entergy acquires ownership of the  Indian  Point  2
nuclear  power  plant located in Westchester County,  New  York.   If
Entergy  acquires the Nine Mile Point nuclear power plants  (referred
to  in  the  following paragraph), it will pay NYPA up to $2  million
annually  for  up  to 10 years, commencing on the second  anniversary
date  of  such  acquisition.  NYPA also will  be  paid  $2.5  million
annually,  for  up to twenty years, by Entergy if the NRC  grants  an
extension  of the current nuclear operating licenses for the  plants.
These  payments  would  commence on  the  first  anniversary  of  the
expiration  of  the  respective current licenses and  would  continue
during the extension period.

      In December 1999, Entergy's non-utility nuclear business signed
an  agreement with Rochester Gas and Electric Corporation  (RG&E)  to
lease  and operate the Nine Mile Point 1 and 2 nuclear power  plants,
totaling 1,754 MW, located in Scriba, New York.  Nine Mile Point 1 is
owned by Niagara Mohawk Power Corporation (NiMo), and Nine Mile Point
2  is  co-owned  by  RG&E,  NiMo,  New  York  State  Electric  &  Gas
Corporation  (NYSEG), Long Island Lighting Company doing business  as
LIPA,  and Central Hudson Gas & Electric Corporation.  The lease  and
operating  agreement  is subject to RG&E's acquisition  of  NiMo  and
NYSEG's ownership interests in the plants under RG&E's right of first
refusal  and  is  subject to approval by the New York Public  Service
Commission (NYPSC).  NiMo and NYSEG initiated a proceeding before the
NYPSC seeking authorization for the sale of their ownership interests
in  Nine Mile Point 1 and 2 to a third party.  Entergy intervened  in
the  proceedings,  but on April 25, 2000, NiMo  and  NYSEG  moved  to
withdraw the request for authority to transfer their interests in the
Nine  Mile plants on the grounds that there are multiple parties  who
wish  to  acquire them.  The NYPSC encouraged the owners of the  Nine
Mile plants to determine the market

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


value  of  the plants through an open bid process, which will  likely
take  place  during the fall of 2000.  Entergy expects to participate
in  the  bidding  to acquire the Nine Mile plants,  or  will  seek  a
contract to lease and operate them.

     In May 2000, Entergy and Koch Industries, Inc. agreed to form  a
new  joint  venture company to be called Entergy-Koch  L.P.   Entergy
will  contribute  to  the  venture its power  marketing  and  trading
business  in  the  United States and the United Kingdom  as  well  as
approximately $350 million in cash.  Of the $350 million,  management
expects  approximately $200 million will be funded with debt that  is
non-recourse  to Entergy Corporation, and approximately $150  million
will  be  provided by Entergy from available cash.  Koch  Industries,
Inc.  will  contribute  to the venture its 10,000-mile  Koch  Gateway
Pipeline,  gas  storage  facilities including the  Bistineau  storage
facility  near Shreveport, Louisiana, and Koch Energy Trading,  which
markets  and trades electricity, gas, weather derivatives  and  other
energy-related commodities and services.  The parties will have equal
ownership  interests in Entergy-Koch L.P., which will be governed  by
an  eight-member board of directors. Entergy will have the  right  to
appoint  four members of the board.  The venture, which will  require
prior approval from FERC and from the SEC under PUHCA, is expected to
become operational near the end of 2000.

      In June 2000, Entergy announced a plan with The Shaw Group Inc.
to  form  a  new joint venture to be called Entergy-Shaw.  The  joint
venture    will   provide   management,   engineering,   procurement,
construction,  and commissioning services for electric power  plants.
Entergy-Shaw  plans to operate in the rapidly growing electric  power
generation  market, including providing services for Entergy's  power
development  plans  in  North America and  Europe.   Entergy-Shaw  is
developing a market-driven reference plant design that is expected to
reduce  power plant capital costs significantly, while also  reducing
construction, commissioning, and operating risks.  Entergy  and  Shaw
will each own a 50% interest in the joint venture.  Entergy does  not
expect to make a material capital contribution to this joint venture.

      Entergy's  ability to invest in domestic and foreign generation
businesses  is subject to the SEC's regulations under  PUHCA.   These
regulations  limit  the  total amount  that  Entergy  may  invest  in
domestic   and  foreign  generation  businesses  to  50  percent   of
consolidated retained earnings at the time an investment is made.  In
June 2000, the SEC issued an order that allows Entergy's EWG and FUCO
investments  to  increase from 50% to 100% of Entergy's  consolidated
retained earnings.  Entergy's ability to issue guarantees to its non-
utility companies is currently limited by the SEC to a total of  $750
million.  Entergy currently has an application pending before the SEC
to increase this limit by $2 billion.

       Under  PUHCA,  the  SEC  imposes  a  limit  equal  to  15%  of
consolidated  capitalization on the amount that may  be  invested  in
"energy-related"  businesses without specific SEC approval.   Entergy
has  made  investments in energy-related businesses, including  power
marketing  and  trading.   Entergy's  available  capacity   to   make
additional  investments  at  June 30,  2000  was  approximately  $1.8
billion.   Management expects the available capacity to be  partially
reduced by Entergy's anticipated investment in Entergy-Koch L.P.

      In the six months ended June 30, 2000, Entergy Corporation paid
$139.6  million  in cash dividends on its common stock  and  received
dividend   payments   totaling  $338.8  million  from   subsidiaries.
Declarations of dividends on Entergy's common stock are made  at  the
discretion of the Board.  The Board evaluates the level of  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.  Under the Merger Agreement Entergy can continue  to
pay dividends at existing levels with increases permitted up to 5% of
the amount of the previous twelve-month period.

<PAGE>

                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


     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.   This  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 for the repurchase of Entergy  common  stock
through  December 31, 2001.  Shares are purchased on a  discretionary
basis.   As  of  June 30, 2000, Entergy has repurchased 24.7  million
shares  for  an  aggregate  amount  of  $636.5  million  under  these
authorizations.  As discussed previously, under the terms of the July
30, 2000 Merger Agreement between Entergy and FPL Group, Entergy will
use  its  commercially reasonable efforts to purchase in open  market
transactions $430 million of shares of its common stock prior to  the
close of the Merger.

      Entergy issues shares under its Dividend Reinvestment and Stock
Purchase Plan and other compensation and benefit plans.  See  Note  3
to  the financial statements for stock repurchases and issuances made
during the six months ended June 30, 2000.

     See  Notes 4, 5, 6, 7, 9, and 10 to the financial statements  in
the  Form  10-K  for  further discussion  of  Entergy's  capital  and
refinancing requirements and available lines of credit.

Entergy Corporation and System Energy

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

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

                        RESULTS OF OPERATIONS


      Entergy's  results of operations are discussed in two  business
categories,  "Domestic  Utility  Companies  and  System  Energy"  and
"Competitive  Businesses".   Domestic Utility  Companies  and  System
Energy  is  Entergy's predominant business segment, contributing  79%
and  78% of Entergy's operating revenue for the three and six  months
ended  June 30, 2000, respectively, and 76% and 77% of its net income
for  the  three  and  six months ended June 30,  2000,  respectively.
Competitive  Businesses include the following segments  discussed  in
Note  6  to the financial statements:  "Power Marketing and  Trading"
and  "All  Other".   "All  other" principally includes  global  power
development,  non-utility  nuclear  power,  and  the  parent  holding
company, Entergy Corporation.  The elimination of power marketing and
trading mark-to-market profits on intercompany power transactions  is
also included in "All Other".

Net Income

      Entergy Corporation's consolidated net income increased for the
three  and  six months ended June 30, 2000 compared to the three  and
six months ended June 30, 1999 primarily due to:

     o overall increases of $12.1 million and $16.8 million in net
       income  for  the  three and six months ended  June  30,  2000,
       respectively, from the domestic utility companies and System Energy,
       primarily due to a decrease in reserves recorded in 2000 for potential
       rate actions and a decrease in interest and other charges at System
       Energy.  The overall increases in net income were partially offset by
       increases in other operation and maintenance expenses at the domestic
       utility companies and an increase in the effective income tax rate;
       and
     o increases in net income of $20.0 million and $25.4 million for
       the three and six months ended June 30, 2000, respectively, from
       competitive businesses, primarily resulting from the operation of
       Pilgrim and liquidated damages received from the Saltend contractor
       as compensation for lost operating margin from the Saltend plant due
       to construction delays.  The increases were partially offset by an
       increase in the effective tax rate.  Pilgrim did not generate any
       revenues for Entergy in the six months ended June 30, 1999 because
       Entergy did not acquire it until July 1999.

     Consolidated net income also increased for the six months  ended
June  30, 2000 due to an increase in net income of $29.3 million  for
the  power  marketing and trading business primarily  resulting  from
improved  trading results and higher summer 2000 forward  electricity
prices affecting the mark-to-market valuation.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Domestic Utility Companies and System Energy

Revenues and Sales

      The changes in electric operating revenues associated with  the
domestic  utility companies for the three and six months  ended  June
30, 2000 are as follows:

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

Base revenues                              ($52.5)               ($76.3)
Rate riders                                  (4.8)                (10.6)
Fuel cost recovery                           97.4                 198.7
Sales volume/weather                          6.9                  24.9
Other revenue (including unbilled)           (1.5)                 16.9
Sales for resale                              6.1                  12.3
                                            -----                ------
   Total                                    $51.6                $165.9
                                            =====                ======

Base revenues

      Base revenues decreased for the three and six months ended June
30,  2000  primarily  due  to  the reversal  of  regulatory  reserves
associated  with  the  accelerated amortization of  accounting  order
deferrals  in  1999 in conjunction with the Texas rate settlement  at
Entergy  Gulf  States.  The net income effect of  this  reversal  was
largely  offset  by  the  amortization  of  rate  deferrals  in  1999
discussed  below.  Base revenues also decreased for  the  six  months
ended  June 30, 2000 due to provisions for potential rate refunds  at
Entergy Louisiana.

      The  decrease was partially offset by reserves of  $33  million
recorded  in  1999 for actual and potential refunds to Louisiana  and
Texas retail customers at Entergy Gulf States.

Rate riders

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

     Rate rider revenues decreased for the three and six months ended
June  30,  2000 as a result of the decreased ANO Decommissioning  and
Grand  Gulf  1  riders  at Entergy Arkansas,  both  of  which  became
effective in January 2000.

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 CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


      Fuel  cost  recovery revenues increased for the three  and  six
months ended June 30, 2000 due to:

     o an increased fuel factor implemented in September 1999 in Texas
       for Entergy Gulf States;
     o a  fuel surcharge implemented in January 2000 in Texas for
       Entergy Gulf States;
     o an  increase in the energy cost recovery rate that  became
       effective in April 2000 at Entergy Arkansas;
     o higher fuel costs at Entergy Gulf States, Entergy Louisiana, and
       Entergy New Orleans due to the increased market price of gas; and
     o an  increase in the energy cost recovery rate  at  Entergy
       Mississippi that became effective in January 2000.

Sales volume/weather

      Sales volume increased for the three and six months ended  June
30, 2000 due to more favorable weather as well as increased usage  by
industrial customers at Entergy Gulf States and Entergy Louisiana.

Other revenue (including unbilled)

     Other  revenue increased for the six months ended June 30,  2000
primarily  due to increased unbilled revenue volume and the  addition
of  unbilled  revenue  for wholesale customers  in  Arkansas  to  the
unbilled  balance,  partially offset by the effect  of  a  change  in
estimate  on  unbilled revenues in the second quarter of  1999.   The
changed  estimate more closely aligned the fuel component of unbilled
revenues with regulatory treatment.

Sales for resale

      Sales  for resale increased for the three and six months  ended
June  30, 2000 due to increased generation and subsequent sales  from
River  Bend in 2000 at Entergy Gulf States as a result of a refueling
outage in the second quarter of 1999.

     Sales  for  resale also increased for the six months ended  June
30,  2000 due to increased nuclear generation compared with  1999  at
Entergy  Arkansas, coupled with an increase in the  market  price  of
energy.

Expenses

Fuel and purchased power expenses

      Fuel  and purchased power expenses increased $93.1 million  and
$222.6  million  for the three and six months ended  June  30,  2000,
respectively, primarily due to:

     o a  shift from lower priced coal to higher priced  gas  and
       purchased power at Entergy Arkansas due to scheduled maintenance
       outages;
     o an increase in the market prices of purchased power and gas in
       2000;
     o a shift to higher priced purchased power at Entergy Louisiana
       due to a planned outage at Waterford 3 in June 2000 and reduced gas
       generation; and
     o increased nuclear fuel expense in the second quarter of 2000 due
       to a scheduled outage at Entergy Gulf States in the second quarter of
       1999.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     Fuel  and  purchased power expenses also increased for  the  six
months  ended June 30, 2000 primarily due to an adjustment of Entergy
Gulf States' Texas jurisdiction deferred fuel balance as a result  of
the  fuel reconciliation settlement with the PUCT.  The increase  was
also due to a shift from lower priced coal to higher priced purchased
power and gas at Entergy Gulf States as a result of scheduled outages
in  the first quarter of 2000.  These increases were partially offset
by  an adjustment that increased the deferred fuel balance at Entergy
Arkansas.

Other operation and maintenance

     Other operation and maintenance expenses increased $38.0 million
and  $20.4 million for the three and six months ended June 30,  2000,
respectively, primarily due to:

     o maintenance  and planned outages for Entergy Louisiana  at
       Waterford 3 and certain fossil plants;
     o the capitalization of costs associated with return-to-service
       generation projects in 1999 for Entergy Arkansas, Entergy Louisiana,
       and Entergy New Orleans;
     o increased environmental reserves at Entergy Louisiana; and
     o an increase in customer service expenses, such as vegetation
       management at Entergy Arkansas and Entergy Louisiana.

     The  increases were partially offset by the following at Entergy
Gulf States:

     o decreased general plant maintenance in 2000; and
     o decreased environmental and injuries and damages reserves in
       2000.

Amortization of rate deferrals

      Amortization  of rate deferrals decreased $80 million  for  the
three  and six months ended June 30, 2000 primarily due to the  large
reduction  in  the rate deferral balance resulting  from  the  PUCT's
approval  in  June 1999 of the Texas rate settlement at Entergy  Gulf
States.

Other

Other income

      Other  income decreased $8.1 million and $6.6 million  for  the
three  and six months ended June 30, 2000, respectively, due  to  the
reversal  of  the  provision for abeyed River  Bend  plant  costs  at
Entergy  Gulf  States in 1999, which exceeded the write-down  of  the
plant, as the result of the June 1999 PUCT approval of the settlement
agreement.

Interest charges

      Interest on long-term debt decreased $8.1 million for  the  six
months  ended  June  30,  2000 primarily due to  the  retirement  and
refinancing of certain long-term debt at Entergy Gulf States, Entergy
Louisiana, and System Energy in 1999.

     Other interest decreased $22.7 million and $15.7 million for the
three  and  six months ended June 30, 2000, respectively, due  to  an
adjustment in 1999 at System Energy to the interest recorded for  the
potential  refund to customers of its proposed rate increase  pending
at FERC.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Competitive Businesses

Revenues and Sales

      Competitive  business  revenues  decreased  approximately  $229
million and $172 million for the three and six months ended June  30,
2000, respectively.  The decrease was primarily due to a decrease  in
revenue from the power marketing and trading business resulting  from
decreased electricity and gas trading volumes.

      Partially  offsetting the decrease in 2000 was the increase  in
revenues for the non-utility nuclear business.  For the three and six
months  ended  June  30, 2000, the non-utility nuclear  business  had
increased  revenues  of  $60 million and $120 million,  respectively,
primarily from the operation of Pilgrim, which was purchased in  July
1999.

      Although revenues for the power marketing and trading  business
decreased,  the power marketing and trading business had an  increase
in net income of $29.3 million for the six months ended June 30, 2000
due to:

     o decreased purchased power expenses as discussed below;
     o improved trading performance; and
     o higher summer 2000 forward market electricity prices affecting
       the mark-to-market valuation.

Expenses

Fuel and purchased power expenses

      Fuel  and  purchased power expenses decreased $289 million  and
$320  million  for  the  three and six months ended  June  30,  2000,
respectively.  The decrease is attributable to decreased  electricity
and  gas trading volumes in the power marketing and trading business.
The  overall decrease was partially offset by an increase in fuel and
purchased power expenses related to the operation of Pilgrim.

Other operation and maintenance

      Other  operation and maintenance expenses increased $28 million
for  the  six months ended June 30, 2000.  The increase is  primarily
attributable to expenses incurred by the non-utility nuclear business
from the operation of Pilgrim.

Other

Other income

     Other income increased $25 million and $17 million for the three
and  six  months  ended  June  30, 2000,  respectively,  due  to  the
following:

     o liquidated damages of $32.9 million ($23.0 million net of tax)
       received from the Saltend contractor as compensation for  lost
       operating margin from the plant due to construction delays;
     o a $20.5 million ($13.3 million net of tax) gain on the sale in
       June 2000 of the global power development business' investment in the
       Freestone project located in Fairfield, Texas; and
     o an increase in interest and dividend income in 2000.

<PAGE>
                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     Partially offsetting these increases were the following in 1999:

     o a $26.7 million ($17 million net of tax) gain on the sale of
       Entergy Power Edesur Holdings in June;
     o a $12.9 million ($8 million net of tax) gain on sale of the
       Entergy Hyperion Telecommunications in June;
     o a $12.5 million ($.6 million net of tax) gain on the sale of
       Entergy Security, Inc. in January; and
     o a $7.6 million ($4.9 million net of tax) favorable adjustment to
       the final sale price of CitiPower in January.

Interest charges

     Other interest charges increased $10 million and $16 million for
the three and six months ended June 30, 2000, respectively, primarily
due to the accretion of the decommissioning liability associated with
Pilgrim  and  higher  interest expense from increased  borrowings  on
Entergy Corporation's short-term credit facility.

Income Taxes

      The  effective income tax rates for the three months ended June
30,  2000 and 1999 were 37.9% and 29.2%, respectively.  The effective
income tax rates for the six months ended June 30, 2000 and 1999 were
39.6% and 31.8%, respectively.  The increase was primarily due to the
recognition in 1999 of deferred tax benefits related to the  expected
utilization of foreign tax credits resulting in lower income taxes.

<PAGE>
                              ENTERGY CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF INCOME
                    For the Three and Six Months Ended June 30, 2000 and 1999
                                           (Unaudited)
<TABLE>
<CAPTION>

                                               Three Months Ended           Six Months Ended
                                               2000         1999           2000          1999
                                                      (In Thousands, Except Share Data)
<S>                                         <C>           <C>           <C>            <C>
          OPERATING REVENUES
Domestic electric                           $1,664,688    $1,613,136    $3,017,570     $2,851,719
Natural gas                                     28,396        22,149        74,292         59,880
Steam products                                       -         7,254             -         15,550
Competitive businesses                         444,704       673,865       857,418      1,029,177
                                            -----------------------------------------------------
TOTAL                                        2,137,788     2,316,404     3,949,280      3,956,326
                                            -----------------------------------------------------
          OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                  464,436       490,871       962,190        893,844
   Purchased power                             502,521       676,827       872,064      1,050,626
   Nuclear refueling outage expenses            16,629        17,135        35,186         36,820
   Other operation and maintenance             450,223       410,707       827,634        778,338
Decommissioning                                  6,169        10,758        17,106         23,432
Taxes other than income taxes                   83,540        83,053       163,158        166,121
Depreciation and amortization                  178,749       176,707       357,025        361,549
Other regulatory credits - net                  (5,900)       (2,372)      (20,506)       (18,970)
Amortization of rate deferrals                   7,883        88,767        15,279         97,180
                                            -----------------------------------------------------
TOTAL                                        1,704,250     1,952,453     3,229,136      3,388,940
                                            -----------------------------------------------------
OPERATING INCOME                               433,538       363,951       720,144        567,386
                                            -----------------------------------------------------
             OTHER INCOME
Allowance for equity funds used during
  construction                                   8,041         7,348        15,735         12,759
Gain on sale of assets                          21,057        40,718        21,574         61,301
Miscellaneous - net                             73,651        40,064       102,633         60,016
                                            -----------------------------------------------------
TOTAL                                          102,749        88,130       139,942        134,076
                                            -----------------------------------------------------
      INTEREST AND OTHER CHARGES
Interest on long-term debt                     118,462       120,164       232,121        242,695
Other interest - net                            23,369        36,942        43,652         45,483
Distributions on preferred securities
  of subsidiary                                  4,709         4,710         9,419          9,419
Allowance for borrowed funds used
  during  Construction                          (5,889)       (5,926)      (11,977)       (10,405)
                                            -----------------------------------------------------
TOTAL                                          140,651       155,890       273,215        287,192
                                            -----------------------------------------------------
INCOME BEFORE INCOME TAXES                     395,636       296,191       586,871        414,270

Income taxes                                   149,863        86,433       232,688        131,606
                                            -----------------------------------------------------
CONSOLIDATED NET INCOME                        245,773       209,758       354,183        282,664

Preferred dividend requirements and
  other                                          8,581         9,981        18,131         20,706
                                            -----------------------------------------------------
EARNINGS APPLICABLE TO
COMMON STOCK                                  $237,192      $199,777      $336,052       $261,958
                                            =====================================================
See Notes to Financial Statements.

</TABLE>
<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2000 and 1999
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                 2000         1999
                                                  (In Thousands)
<S>                                             <C>            <C>
            OPERATING ACTIVITIES
Consolidated net income                         $354,183       $282,664
Noncash items included in net income:
  Amortization of rate deferrals                  15,279         97,180
  Reserve for regulatory adjustments              37,113         13,344
  Other regulatory credits - net                 (20,506)       (18,970)
  Depreciation, amortization, and
    decommissioning                              374,131        384,981
  Deferred income taxes and investment tax
    credits                                      (25,070)      (180,410)
  Allowance for equity funds used during
    construction                                 (15,735)       (12,759)
  Gain on sale of assets - net                   (21,574)       (61,301)
Changes in working capital:
  Receivables                                   (219,406)      (427,677)
  Fuel inventory                                 (28,416)       (36,600)
  Accounts payable                               185,462        353,302
  Taxes accrued                                  131,612        262,406
  Interest accrued                                26,391        (35,306)
  Deferred fuel                                 (154,214)       (18,029)
  Other working capital accounts                  59,295        (86,458)
Provision for estimated losses and reserves      (28,396)       (24,632)
Changes in other regulatory assets               (32,028)       (32,960)
Other                                             99,715        132,513
                                               ------------------------
Net cash flow provided by operating activities   737,836        591,288
                                               ------------------------

            INVESTING ACTIVITIES
Construction/capital expenditures               (822,584)      (545,842)
Allowance for equity funds used during
  construction                                    15,735         12,759
Nuclear fuel purchases                           (73,533)       (92,196)
Proceeds from sale/leaseback of nuclear fuel      43,758         75,097
Proceeds from sale of businesses                  61,519        351,082
Investment in other nonregulated/nonutility
  properties                                     (98,493)       (14,406)
Proceeds from other temporary investments        298,251              -
Decommissioning trust contributions and
  realized change in trust assets                (26,732)       (35,738)
Other                                              5,624         11,909
                                               ------------------------
Net cash flow used in investing activities      (596,455)      (237,335)
                                               ------------------------
See Notes to Financial Statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      ENTERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Six Months Ended June 30, 2000 and 1999
                                    (Unaudited)

                                                 2000         1999
                                                  (In Thousands)

<S>                                           <C>           <C>
            FINANCING ACTIVITIES
Proceeds from the issuance of:
  Long-term debt                                 925,889        617,220
  Common stock                                     9,385         11,664
Retirement of long-term debt                    (103,970)      (608,112)
Repurchase of common stock                      (392,591)       (14,957)
Redemption of preferred and preference stock    (152,493)       (76,758)
Changes in short-term borrowings - net           315,000       (215,500)
Dividends paid:
  Common stock                                  (139,585)      (144,059)
  Preferred stock                                (16,715)       (21,671)
                                              -------------------------
Net cash flow provided by (used in)
  financing activities                           444,920       (452,173)
                                              -------------------------
Effect of exchange rates on cash and cash
  equivalents                                     (2,946)          (541)
                                              -------------------------
Net increase (decrease) in cash and cash
  equivalents                                    583,355        (98,761)

Cash and cash equivalents at beginning of
  period                                       1,213,719      1,184,495
                                              -------------------------
Cash and cash equivalents at end of period    $1,797,074     $1,085,734
                                              =========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized        $224,697       $319,456
    Income taxes                                 $94,478        $50,819
  Noncash investing and financing activities:
    Change in unrealized appreciation of
      decommissioning trust assets                $7,379        $24,544

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     ENTERGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                       June 30, 2000 and December 31, 1999
                                   (Unaudited)
                                                              2000          1999
                                                               (In Thousands)
   <C>                                                    <C>           <C>
                    CURRENT ASSETS
   Cash and cash equivalents:
     Cash                                                   $156,068      $108,198
     Temporary cash investments - at cost,
       which approximates market                           1,637,028     1,105,521
     Special deposits                                          3,978             -
                                                         -------------------------
           Total cash and cash equivalents                 1,797,074     1,213,719
                                                         -------------------------
   Other temporary investments - at cost,
       which approximates market                              23,100       321,351
   Notes receivable                                            3,643         2,161
   Accounts receivable:
     Customer                                                299,948       290,331
     Allowance for doubtful accounts                          (9,007)       (9,507)
     Other                                                   354,719       207,898
     Accrued unbilled revenues                               375,983       298,616
                                                         -------------------------
       Total receivables                                   1,021,643       787,338
                                                         -------------------------
   Deferred fuel costs                                       394,875       240,661
   Fuel inventory - at average cost                          122,835        94,419
   Materials and supplies - at average cost                  358,217       392,403
   Rate deferrals                                             24,265        30,394
   Deferred nuclear refueling outage costs                    33,708        58,119
   Prepayments and other                                     101,796        78,567
                                                         -------------------------
   TOTAL                                                   3,881,156     3,219,132
                                                         -------------------------
            OTHER PROPERTY AND INVESTMENTS
   Investment in subsidiary companies - at equity                214           214
   Decommissioning trust funds                             1,284,301     1,246,023
   Non-utility property - at cost (less accumulated
      depreciation)                                          327,191       317,165
   Non-regulated investments                                 264,442       198,003
   Other - at cost (less accumulated depreciation)
                                                              22,145        16,714
                                                         -------------------------
   TOTAL                                                   1,898,293     1,778,119
                                                         -------------------------
                     UTILITY PLANT
   Electric                                               23,421,808    23,163,161
   Plant acquisition adjustment                              398,797       406,929
   Property under capital lease                              771,466       768,500
   Natural gas                                               190,000       186,041
   Construction work in progress                           1,960,517     1,500,617
   Nuclear fuel under capital lease                          262,996       286,476
   Nuclear fuel                                              109,098        87,693
                                                         -------------------------
   TOTAL UTILITY PLANT                                    27,114,682    26,399,417
   Less - accumulated depreciation and amortization       11,248,370    10,898,661
                                                         -------------------------
   UTILITY PLANT - NET                                    15,866,312    15,500,756
                                                         -------------------------
           DEFERRED DEBITS AND OTHER ASSETS
   Regulatory assets:
     Rate deferrals                                            7,430        16,581
     SFAS 109 regulatory asset - net                       1,031,503     1,068,006
     Unamortized loss on reacquired debt                     192,493       198,631
     Other regulatory assets                                 706,401       637,870
   Long-term receivables                                      30,970        32,260
   Other                                                     709,718       533,732
                                                         -------------------------
   TOTAL                                                   2,678,515     2,487,080
                                                         -------------------------
   TOTAL ASSETS                                          $24,324,276   $22,985,087
                                                         =========================
   See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           ENTERGY CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS
                          LIABILITIES AND SHAREHOLDERS' EQUITY
                           June 30, 2000 and December 31, 1999
                                     (Unaudited)

                                                             2000           1999
                                                                (In Thousands)
   <S>                                                   <C>           <C>
                  CURRENT LIABILITIES
   Currently maturing long-term debt                        $194,108      $194,555
   Notes payable                                             435,716       120,715
   Accounts payable                                          796,560       707,678
   Customer deposits                                         164,986       161,909
   Taxes accrued                                             580,593       445,677
   Accumulated deferred income taxes                         115,987        72,640
   Nuclear refueling outage costs                              2,329        11,216
   Interest accrued                                          153,388       129,028
   Co-owner advances                                          14,382         7,018
   Obligations under capital leases                          175,466       178,247
   Other                                                     173,865       125,749
                                                         -------------------------
   TOTAL                                                   2,807,380     2,154,432
                                                         -------------------------
        DEFERRED CREDITS AND OTHER LIABILITIES
   Accumulated deferred income taxes                       3,224,430     3,310,340
   Accumulated deferred investment tax credits               506,142       519,910
   Obligations under capital leases                          177,874       205,464
   FERC settlement - refund obligation                        34,143        37,337
   Other regulatory liabilities                              225,843       199,139
   Decommissioning                                           725,858       703,453
   Transition to competition                                 176,722       157,034
   Regulatory reserves                                       415,420       378,307
   Accumulated provisions                                    280,378       279,425
   Other                                                     818,711       535,156
                                                         -------------------------
   TOTAL                                                   6,585,521     6,325,565
                                                         -------------------------
   Long-term debt                                          7,378,602     6,612,583
   Preferred stock with sinking fund                          69,650        69,650
   Preference stock                                                -       150,000
   Company-obligated mandatorily redeemable
     preferred securities of subsidiary trust
     holdingsolely junior subordinated deferrable
     debentures                                              215,000       215,000

                 SHAREHOLDERS' EQUITY
   Preferred stock without sinking fund                      335,961       338,455
   Common stock, $.01 par value, authorized 500,000,000
     shares; issued 247,172,239 shares in 2000 and
     247,082,345 shares in 1999                                2,472         2,471
   Paid-in capital                                         4,636,407     4,636,163
   Retained earnings                                       2,982,495     2,786,467
   Accumulated other comprehensive income:
     Cumulative foreign currency translation
       adjustment                                            (69,811)      (68,782)
     Net unrealized investment losses                         (6,275)       (5,023)
   Less - treasury stock, at cost (23,709,144
      shares in 2000 and 8,045,434 shares in 1999)           613,126       231,894
                                                         -------------------------
   TOTAL                                                   7,268,123     7,457,857
                                                         -------------------------
      Commitments and Contingencies (Notes 1 and 2)

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $24,324,276   $22,985,087
                                                         =========================
   See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               ENTERGY CORPORATION AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
                     For the Three and Six Months Ended June 30, 2000 and 1999
                                            (Unaudited)

                                                                 Three Months Ended
                                                             2000                   1999
                                                                   (In Thousands)
<S>                                                 <C>         <C>        <C>            <C>
                RETAINED EARNINGS
Retained Earnings - Beginning of period             $2,814,499             $2,514,735
     Add  - Earnings applicable to common stock        237,192  $237,192      199,777     $199,777
     Deduct:
        Dividends declared on common stock              68,393                 74,031
        Capital stock and other expenses                   803                    108
                                                    ----------             ----------
              Total                                     69,196                 74,139
                                                    ----------             ----------
Retained Earnings - End of period                   $2,982,495             $2,640,373
                                                    ==========             ==========

   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                        ($79,447)              ($46,360)
Foreign currency translation adjustments                  (322)     (322)      (1,337)      (1,337)
Net unrealized investment gains                          3,683     3,683            -            -
                                                    ----------              ---------
Balance at end of period                              ($76,086)              ($47,697)
                                                    ==========  --------    =========     --------
Comprehensive Income                                            $240,553                  $198,440
                                                                ========                  ========

                 PAID-IN CAPITAL
Paid-in Capital - Beginning of period               $4,636,474             $4,631,040
     Other paid in capital                                 (67)                 1,486
                                                    ----------             ----------
Paid-in Capital - End of period                     $4,636,407             $4,632,526
                                                    ==========             ==========

                                                                  Six Months Ended
                                                             2000                   1999
                                                                   (In Thousands)

                RETAINED EARNINGS
Retained Earnings - Beginning of period             $2,786,467             $2,526,888
     Add  - Earnings applicable to common stock        336,052  $336,052      261,958     $261,958
     Deduct:
        Dividends declared on common stock             140,051                148,020
        Capital stock and other expenses                   (27)                   453
                                                    ----------             ----------
              Total                                    140,024                148,473
                                                    ----------             ----------
Retained Earnings - End of period                   $2,982,495             $2,640,373
                                                    ==========             ==========

   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                        ($73,805)              ($46,739)
Foreign currency translation adjustments                (1,029)   (1,029)        (958)        (958)
Net unrealized investment losses                        (1,252)   (1,252)           -            -
                                                    ----------             ----------
Balance at end of period                              ($76,086)              ($47,697)
                                                    ==========  --------   ==========     --------
Comprehensive Income                                            $333,771                  $261,000
                                                                ========                  ========

                 PAID-IN CAPITAL
Paid-in Capital - Beginning of period               $4,636,163             $4,630,609
     Other paid in capital                                 244                  1,917
                                                    ----------             ----------
Paid-in Capital - End of period                     $4,636,407             $4,632,526
                                                    ==========             ==========

See Notes to Financial Statements.

</TABLE>
<PAGE>
                       ENTERGY CORPORATION AND SUBSIDIARIES
                            SELECTED OPERATING RESULTS
            For the Three and Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         Three Months Ended        Increase/
             Description                  2000         1999       (Decrease)    %
                                            (In Millions)
<S>                                        <C>          <C>            <C>       <C>
Domestic Electric Operating Revenues:
  Residential                              $524.9       $497.8         $27.1     5
  Commercial                                387.7        358.8          28.9     8
  Industrial                                497.1        449.6          47.5    11
  Governmental                               41.3         38.4           2.9     8
                                         -----------------------------------
    Total retail                          1,451.0      1,344.6         106.4     8
  Sales for resale                           92.9         86.8           6.1     7
  Other                                     120.8        181.7         (60.9)  (34)
                                         -----------------------------------
    Total                                $1,664.7     $1,613.1         $51.6     3
                                         ===================================
Billed Electric Energy
 Sales (GWH):
  Residential                               6,857        6,850             7     -
  Commercial                                5,880        5,741           139     2
  Industrial                               11,021       10,827           194     2
  Governmental                                635          624            11     2
                                         -----------------------------------
    Total retail                           24,393       24,042           351     1
  Sales for resale                          2,523        2,094           429    20
                                         -----------------------------------
    Total                                  26,916       26,136           780     3
                                         ===================================

                                           Six Months Ended         Increase/
             Description                  2000         1999        (Decrease)    %
                                            (In Millions)
Domestic Electric Operating Revenues:
  Residential                              $993.1       $929.8         $63.3     7
  Commercial                                734.5        675.0          59.5     9
  Industrial                                950.5        856.2          94.3    11
  Governmental                               80.1         74.4           5.7     8
                                          ----------------------------------
    Total retail                          2,758.2      2,535.4         222.8     9
  Sales for resale                          176.2        163.9          12.3     8
  Other                                      83.2        152.4         (69.2)  (45)
                                         -----------------------------------
    Total                                $3,017.6     $2,851.7        $165.9     6
                                         ===================================
Billed Electric Energy
 Sales (GWH):
  Residential                              13,369       13,267           102     1
  Commercial                               11,160       10,910           250     2
  Industrial                               21,638       21,043           595     3
  Governmental                              1,222        1,213             9     1
                                         -----------------------------------
    Total retail                           47,389       46,433           956     2
  Sales for resale                          4,795        4,303           492    11
                                         -----------------------------------
    Total                                  52,184       50,736         1,448     3
                                         ===================================

</TABLE>
<PAGE>

                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the three and six months ended June 30,
2000  compared  to  the  three and six months  ended  June  30,  1999
primarily  due  to  increased electric operating revenues,  partially
offset by an increase in other operation and maintenance expenses.

Revenues and Sales

      The changes in electric operating revenues for the three months
and six months ended June 30, 2000 are as follows:

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

Base revenues                          $1.7               $2.4
Rate riders                            (5.6)             (12.0)
Fuel cost recovery                     10.9               21.7
Sales volume/weather                    1.7                3.0
Other revenue (including unbilled)     19.6               27.0
Sales for resale                       32.3               53.4
                                      -----              -----
   Total                              $60.6              $95.5
                                      =====              =====


Rate riders

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

     Rate rider revenues decreased for the three and six months ended
June  30,  2000 as a result of the decreased ANO Decommissioning  and
Grand  Gulf  rate riders, both of which became effective  in  January
2000.  The  ANO  Decommissioning rider  allows  Entergy  Arkansas  to
recover the decommissioning costs associated with ANO 1 and  2.   The
Grand Gulf rate rider allows Entergy Arkansas to recover its share of
operating costs for Grand Gulf 1.

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 months ended
June  30,  2000  primarily  due to an increase  in  the  energy  cost
recovery  rider (ECR) in April 2000.  The increase in the ECR  allows
Entergy Arkansas to recover previously deferred fuel expenses.

      Fuel  cost recovery revenues increased for the six months ended
June  30, 2000 primarily due to the increase in the ECR in April 1999
affecting first quarter revenues and the increase in the ECR in April
2000 affecting second quarter revenues.

<PAGE>

                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other revenue (including unbilled)

      Other revenue increased for the three and six months ended June
30,  2000  primarily  due to increased unbilled  revenue  volume  for
retail  customers,  the  addition of unbilled revenue  for  wholesale
customers  to  the unbilled balance, and the effect of  a  change  in
estimate  on  unbilled revenues in the second quarter of  1999.   The
changed  estimate more closely aligned the fuel component of unbilled
revenues with regulatory treatment.

Sales for resale

      Sales  for resale increased for the three and six months  ended
June  30,  2000 primarily due to an increase in the market  price  of
electricity.

Expenses

Fuel and purchased power expenses

      Fuel  and purchased power expenses increased for the three  and
six  months  ended June 30, 2000 primarily due to a shift  to  higher
priced  gas  generation from lower priced coal  generation  resulting
from  planned maintenance outages at the White Bluff and Independence
coal  plants as well as an increase in the market price of  purchased
power and increased purchased power volume.  Fuel and purchased power
expenses also increased for the six months ended June 30, 2000 due to
increased nuclear generation in 2000 due to a refueling outage at ANO
2  in  the  first quarter of 1999.  The increased fuel and  purchased
power  expenses for the six months ended June 30, 2000 were partially
offset  by  an  adjustment to the deferred fuel  balance  to  reflect
deferred fuel costs that Entergy Arkansas expects to recover  in  the
future.

Other operation and maintenance

     Other operation and maintenance expenses increased for the three
and six months ended June 30, 2000 primarily due to:

     o capitalization of costs in June 1999 associated with return-to-
       service projects for certain fossil plants;
     o increased  vegetation management costs; and
     o increased expenses for outside services employed.

These increased expenses for the six months ended June 30, 2000 were
partially  offset  by  a  larger nuclear insurance  refund  in  2000
compared to 1999.

Decommissioning

      Decommissioning expense decreased for the three and six  months
ended June 30, 2000 primarily due to a true-up of the decommissioning
liability in June 2000 for previous over-accruals.


<PAGE>


                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other regulatory credits

      Other regulatory credits increased for the three and six months
ended  June 30, 2000 primarily due to an increased under-recovery  of
Grand  Gulf  1  costs as a result of the decreased  rate  rider  that
became  effective  in  January 2000 as ordered  by  the  APSC.   This
increase was partially offset by an adjustment to the transition cost
account as discussed in Note 2 to the financial statements.

Other

Income taxes

      The  effective income tax rates for the three months ended June
30,  2000 and 1999 were 38.5% and 32.4%, respectively.  The effective
income tax rates for the six months ended June 30, 2000 and 1999 were
39.6%  and  29.3%, respectively.  The increases in the effective  tax
rates  were  due to increased pre-tax income for the  three  and  six
months  ended June 30, 2000 combined with decreased flow-through  tax
benefits  during those periods.  These flow-through items  include  a
tax  liability on nuclear fuel purchases for 2000 compared with a tax
credit on nuclear fuel purchases for 1999.

<PAGE>

                                 ENTERGY ARKANSAS, INC.
                                   INCOME STATEMENTS
               For the Three and Six Months Ended June 30, 2000 and 1999
                                      (Unaudited)
<TABLE>
<CAPTION>
                                             Three Months Ended     Six Months Ended
                                             2000       1999       2000         1999
                                              (In Thousands)         (In Thousands)
<S>                                         <C>        <C>       <C>            <C>
          OPERATING REVENUES
Domestic electric                           $447,823   $387,191  $794,700       $699,160
                                            --------------------------------------------
          OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                102,179     84,855   149,856        133,647
   Purchased power                           120,163    102,800   218,960        197,743
   Nuclear refueling outage expenses           6,439      7,464    12,878         15,530
   Other operation and maintenance            99,583     83,255   175,508        165,464
Decommissioning                               (2,741)     2,317      (713)         4,777
Taxes other than income taxes                  8,979      9,259    17,695         18,516
Depreciation and amortization                 41,695     40,929    82,996         82,598
Other regulatory credits - net               (11,405)    (3,900)  (22,170)       (11,487)
                                           ---------------------------------------------
TOTAL                                        364,892    326,979   635,010        606,788
                                           ---------------------------------------------
OPERATING INCOME                              82,931     60,212   159,690         92,372
                                           ---------------------------------------------
             OTHER INCOME
Allowance for equity funds used during
  construction                                  3,842      3,434     7,420         5,845
Miscellaneous - net                               695       (194)    2,239           742
                                            --------------------------------------------
TOTAL                                           4,537      3,240     9,659         6,587
                                            --------------------------------------------
      INTEREST AND OTHER CHARGES
Interest on long-term debt                    23,229     20,024    44,134         40,698
Other interest - net                           2,111      1,565     4,408          3,090
Distributions on preferred securities
  of subsidiary                                1,275      1,275     2,550          2,550
Allowance for borrowed funds used
  during construction                         (2,512)    (2,221)   (4,816)        (3,878)
                                            --------------------------------------------
TOTAL                                         24,103     20,643    46,276         42,460
                                            --------------------------------------------
INCOME BEFORE INCOME TAXES                    63,365     42,809   123,073         56,499

Income taxes                                  24,387     13,880    48,781         16,559
                                            --------------------------------------------
NET INCOME                                    38,978     28,929    74,292         39,940

Preferred dividend requirements and other      1,944      2,403     3,888          4,824
                                            --------------------------------------------
EARNINGS APPLICABLE TO
COMMON STOCK                                 $37,034    $26,526   $70,404        $35,116
                                            ============================================
See Notes to Financial Statements.

</TABLE>
<PAGE>
                             ENTERGY ARKANSAS, INC.
                            STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         2000           1999
                                                             (In Thousands)
<S>                                                        <C>            <C>
              OPERATING ACTIVITIES
Net income                                                 $74,292        $39,940
Noncash items included in net income:
  Other regulatory credits - net                           (22,170)       (11,487)
  Depreciation, amortization, and decommissioning           82,283         87,375
  Deferred income taxes and investment tax
    credits                                                 (7,228)        (8,302)
  Allowance for equity funds used during
    construction                                            (7,420)        (5,845)
  Loss on sale of assets                                         -              2
Changes in working capital:
  Receivables                                              (54,442)        (6,379)
  Fuel inventory                                            (4,858)       (14,509)
  Accounts payable                                         (46,445)         3,009
  Taxes accrued                                             47,006         12,283
  Interest accrued                                           5,535           (927)
  Deferred fuel costs                                        1,441         23,797
  Other working capital accounts                            28,184          8,018
Provision for estimated losses and reserves                 (2,577)       (13,954)
Changes in other regulatory assets                         (17,793)       (29,612)
Other                                                       33,887         37,603
                                                          -----------------------
Net cash flow provided by operating activities             109,695        121,012
                                                          -----------------------
              INVESTING ACTIVITIES
Construction expenditures                                 (156,875)      (122,428)
Allowance for equity funds used during
  construction                                               7,420          5,845
Nuclear fuel purchases                                        (148)       (25,859)
Proceeds from sale/leaseback of nuclear fuel                   148         25,859
Decommissioning trust contributions and realized
    change in trust assets                                  (5,670)       (10,111)
                                                          -----------------------
Net cash flow used in investing activities                (155,125)      (126,694)
                                                          -----------------------
              FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                            99,487              -
Retirement of:
  Long-term debt                                                 -        (39,267)
  Redemption of preferred stock                                  -         (2,027)
Dividends paid:
  Common stock                                              (5,600)        (8,200)
  Preferred stock                                           (1,859)        (4,873)
                                                           ----------------------
Net cash flow provided by (used in) financing
  activities                                                92,028        (54,367)
                                                           ----------------------
Net increase (decrease) in cash and cash
  equivalents                                               46,598        (60,049)

Cash and cash equivalents at beginning of period             6,862         93,105
                                                           ----------------------
Cash and cash equivalents at end of period                 $53,460        $33,056
                                                           ======================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                     $43,037        $44,738
  Income taxes                                               ($883)       $12,250
 Noncash investing and financing activities:
  Change in unrealized appreciation of
   decommissioning trust assets                             $4,506        $13,289

See Notes to Financial Statements.
</TABLE>
<PAGE>
                              ENTERGY ARKANSAS, INC.
                                  BALANCE SHEETS
                                      ASSETS
                        June 30, 2000 and December 31, 1999
                                    (Unaudited)
<TABLE>
<CAPTION>

                                                               2000         1999
                                                                (In Thousands)
<S>                                                             <C>          <C>
                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                          $6,233       $6,862
  Temporary cash investments - at cost,
    which approximates market                                   47,227            -
                                                            -----------------------
        Total cash and cash equivalents                         53,460        6,862
                                                            -----------------------
Accounts receivable:
  Customer                                                      70,257       73,357
  Allowance for doubtful accounts                               (1,768)      (1,768)
  Associated companies                                          50,636       27,073
  Other                                                         18,770        5,583
  Accrued unbilled revenues                                     74,392       53,600
                                                            -----------------------
    Total receivables                                          212,287      157,845
                                                            -----------------------
Deferred fuel costs                                             40,179       41,620
Fuel inventory - at average cost                                29,343       24,485
Materials and supplies - at average cost                        79,144       85,612
Deferred nuclear refueling outage costs                         15,408       28,119
Prepayments and other                                            8,426        6,480
                                                            -----------------------
TOTAL                                                          438,247      351,023
                                                            -----------------------
            OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                  11,215       11,215
Decommissioning trust funds                                    354,187      344,011
Non-utility property - at cost (less accumulated depreciation)   1,461        1,463
Other - at cost (less accumulated depreciation)                  3,034        3,033
                                                            -----------------------
TOTAL                                                          369,897      359,722
                                                            -----------------------
                     UTILITY PLANT
Electric                                                     4,912,483    4,854,433
Property under capital lease                                    43,480       44,471
Construction work in progress                                  363,311      267,091
Nuclear fuel under capital lease                                79,405       85,725
Nuclear fuel                                                     8,085        9,449
                                                            -----------------------
TOTAL UTILITY PLANT                                          5,406,764    5,261,169
Less - accumulated depreciation and amortization             2,480,896    2,401,021
                                                            -----------------------
UTILITY PLANT - NET                                          2,925,868    2,860,148
                                                            -----------------------
           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                              185,987      192,344
  Unamortized loss on reacquired debt                           46,295       48,193
  Other regulatory assets                                      131,109      106,959
Other                                                           12,461       14,125
                                                            -----------------------
TOTAL                                                          375,852      361,621
                                                            -----------------------
TOTAL ASSETS                                                $4,109,864   $3,932,514
                                                            =======================
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             ENTERGY ARKANSAS, INC.
                                  BALANCE SHEETS
                       LIABILITIES AND SHAREHOLDERS' EQUITY
                        June 30, 2000 and December 31, 1999
                                    (Unaudited)

                                                               2000         1999
                                                                (In Thousands)
<S>                                                         <C>          <C>
                  CURRENT LIABILITIES
Currently maturing long-term debt                                 $220         $220
Notes payable                                                      667          667
Accounts payable
  Associated companies                                          50,143       81,958
  Other                                                         88,330      102,959
Customer deposits                                               28,043       26,320
Taxes accrued                                                   85,537       38,532
Accumulated deferred income taxes                               42,138       38,649
Interest accrued                                                27,913       22,378
Co-owner advances                                               22,470       15,338
Obligations under capital leases                                55,265       55,150
Other                                                           15,724       11,598
                                                            -----------------------
TOTAL                                                          416,450      393,769
                                                            -----------------------
        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                              701,715      713,622
Accumulated deferred investment tax credits                     90,822       94,852
Obligations under capital leases                                67,620       75,045
Other regulatory liabilities                                    93,070       88,563
Transition to competition                                      116,982      109,933
Accumulated provisions                                          40,711       43,288
Other                                                           51,099       51,080
                                                            -----------------------
TOTAL                                                        1,162,019    1,176,383
                                                            -----------------------
Long-term debt                                               1,235,070    1,130,801
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 46,980,196 shares in 2000 and 1999                470          470
Paid-in capital                                                591,127      591,127
Retained earnings                                              528,378      463,614
                                                            -----------------------
TOTAL                                                        1,236,325    1,171,561
                                                            -----------------------
Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $4,109,864   $3,932,514
                                                            =======================
See Notes to Financial Statements.

</TABLE>
<PAGE>
                          ENTERGY ARKANSAS, INC.
                        SELECTED OPERATING RESULTS
        For the Three and Six Months Ended June 30, 2000 and 1999
                               (Unaudited)


                                     Three Months Ended    Increase/
          Description                 2000       1999     (Decrease)     %
                                               (In Millions)
Electric Operating Revenues:
  Residential                        $112.4     $110.9        $1.5       1
  Commercial                           72.3       68.5         3.8       6
  Industrial                           83.9       80.6         3.3       4
  Governmental                          3.7        3.6         0.1       3
                                     -----------------------------
    Total retail                      272.3      263.6         8.7       3
  Sales for resale
     Associated companies              93.4       60.9        32.5      53
     Non-associated companies          49.1       49.3        (0.2)      -
  Other                                33.0       13.4        19.6     146
                                     -----------------------------
    Total                            $447.8     $387.2       $60.6      16
                                     =============================
Billed Electric Energy
 Sales (GWH):
  Residential                         1,302      1,310          (8)     (1)
  Commercial                          1,161      1,128          33       3
  Industrial                          1,714      1,694          20       1
  Governmental                           58         57           1       2
                                     -----------------------------
    Total retail                      4,235      4,189          46       1
  Sales for resale
     Associated companies             2,584      2,734        (150)     (5)
     Non-associated companies         1,341      1,295          46       4
                                     -----------------------------
    Total                             8,160      8,218         (58)     (1)
                                     =============================



                                      Six Months Ended     Increase/
          Description                 2000       1999     (Decrease)     %
                                            (In Millions)
Electric Operating Revenues:
  Residential                        $230.1     $227.6        $2.5       1
  Commercial                          134.5      128.1         6.4       5
  Industrial                          157.5      151.4         6.1       4
  Governmental                          7.0        6.9         0.1       1
                                     -----------------------------
    Total retail                      529.1      514.0        15.1       3
  Sales for resale
     Associated companies             138.1       90.3        47.8      53
     Non-associated companies          91.4       85.8         5.6       7
  Other                                36.1        9.1        27.0     297
                                     -----------------------------
    Total                            $794.7     $699.2       $95.5      14
                                     =============================
Billed Electric Energy
 Sales (GWH):
  Residential                         2,852      2,865         (13)      -
  Commercial                          2,237      2,187          50       2
  Industrial                          3,366      3,300          66       2
  Governmental                          112        112           -       -
                                     -----------------------------
    Total retail                      8,567      8,464         103       1
  Sales for resale
     Associated companies             4,265      4,270          (5)      -
     Non-associated companies         2,491      2,116         375      18
                                     -----------------------------
    Total                            15,323     14,850         473       3
                                     =============================
<PAGE>

                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the three and six months ended June 30,
2000 compared to the three and six months ended June 30, 1999 due  to
increased  sales  volume, decreased other operation  and  maintenance
expenses,  decreased  depreciation  and  amortization  expenses,  and
decreases in regulatory reserves.

      The  increase  for  the  six months ended  June  30,  2000  was
partially  offset by an adjustment to the deferred  fuel  balance  to
reflect regulatory actions in the first quarter of 2000.

Revenues and Sales

Electric operating revenues

     The changes in electric operating revenues for the three and six
months ended June 30, 2000 are as follows:

                               Three Months Ended    Six Months Ended
           Description         Increase/(Decrease)  Increase/(Decrease)
                                           (In Millions)
Base revenues                         ($54.3)            ($45.9)
Fuel cost recovery                      65.5              116.6
Sales volume/weather                     7.9               14.8
Other revenue (including unbilled)       6.8                5.0
Sales for resale                        20.2               22.6
				       -----             ------
   Total                               $46.1             $113.1
                                       =====             ======

Base revenues

     Base  revenues decreased for the three and six months ended June
30,  2000  primarily  due  to  the reversal  of  regulatory  reserves
associated  with  the  accelerated amortization of  accounting  order
deferrals in 1999 in conjunction with the Texas rate settlement,  the
net  income  effect  in  1999  of which was  largely  offset  by  the
amortization of rate deferrals discussed below.

     These  decreases were partially offset by reserves  recorded  in
1999  for actual and potential refunds to Louisiana and Texas  retail
customers at Entergy Gulf States.

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  six
months  ended June 30, 2000 due to a higher fuel factor  that  became
effective  in  September  1999 and a fuel  surcharge  implemented  in
January  2000 in the Texas jurisdiction.  Fuel cost recovery revenues
also  increased due to higher fuel and purchased power costs  in  the
Louisiana jurisdiction due to increased market prices.


<PAGE>
                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS

Sales volume/weather

     Sales volume increased for the three and six months ended June
30, 2000 due to more favorable weather as well as increased usage
primarily by industrial customers in both Louisiana and Texas.

Sales for resale

     Sales  for  resale increased for the three and six months  ended
June  30,  2000 primarily due to increased generation and  subsequent
sales from River Bend in the second quarter of 2000 as a result of  a
refueling outage in the second quarter of 1999.

Steam operating revenues

      Steam operating revenues decreased for the three and six months
ended June 30, 2000 due to a new lease arrangement that began in June
1999  for the Louisiana Station generating facility.  Under the terms
of  this new lease, revenues and expenses are now classified as other
income  rather than steam operating revenues and other operation  and
maintenance   expenses,  respectively,  which   were   the   previous
classifications.

Expenses

Fuel and purchased power expenses

     Fuel  and  purchased power expenses increased for the three  and
six months ended June 30, 2000 due to:

     o an adjustment of the Texas jurisdiction deferred fuel balance as
       a result of the fuel reconciliation settlement with the PUCT;
     o increased nuclear fuel expense in the second quarter of 2000 due
       to a scheduled outage at River Bend in the second quarter of 1999;
       and
     o higher market prices for gas and purchased power.

Other operation and maintenance

     Other operation and maintenance expenses decreased for the three
and six months ended June 30, 2000 primarily due to:

     o decreased maintenance of general plant in 2000;
     o decreased requirements for environmental and injuries  and
       damages reserves in 2000; and
     o lower salary expense.

Depreciation and amortization

      Depreciation and amortization decreased for the three  and  six
months  ended  June  30,  2000 primarily due to  reduced  River  Bend
depreciation expense as a result of the write-down of the River  Bend
abeyed plant required by the Texas rate settlement in June 1999.

Amortization of rate deferrals

      Amortization of rate deferrals decreased for the three and  six
months  ended  June 30, 2000 primarily due to the large reduction  in
the  rate deferral balance upon the PUCT's approval in June  1999  of
the Texas rate settlement.

<PAGE>
                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS

Other

Other income

      Other income decreased for the three and six months ended  June
30,  2000 due to the reversal of the provision for abeyed River  Bend
plant  costs in 1999, which exceeded the write-down of the  plant  as
the  result  of  the  June  1999  PUCT  approval  of  the  settlement
agreement.

Income taxes

     The  effective income tax rates for the three months ended  June
30,  2000 and 1999 were 32.8% and 48.6%, respectively.  The effective
income tax rates for the six months ended June 30, 2000 and 1999 were
35.4% and 49.0%, respectively.  The decreases in effective income tax
rates  for the three and six months ended June 30, 2000 are primarily
due  to tax adjustments in June 2000 for River Bend abeyed plant  and
an increase in flow-through and permanent items.
<PAGE>
                                 ENTERGY GULF STATES, INC.
                                     INCOME STATEMENTS
                 For the Three and Six Months Ended June 30, 2000 and 1999
                                        (Unaudited)
<TABLE>
<CAPTION>

                                              Three Months Ended       Six Months Ended
                                               2000       1999         2000         1999
                                                 (In Thousands)          (In Thousands)
<S>                                          <C>         <C>         <C>           <C>
            OPERATING REVENUES
Domestic electric                             $580,103   $534,022    $1,050,905    $937,828
Natural gas                                      6,283      5,267        18,697      16,984
Steam products                                       -      7,254             -      15,550
                                              ---------------------------------------------
TOTAL                                          586,386    546,543     1,069,602     970,362
                                              ---------------------------------------------
            OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                  168,989    132,690       360,539     271,265
   Purchased power                             115,145     86,937       187,280     132,529
   Nuclear refueling outage expenses             3,090      2,678         8,583       5,357
   Other operation and maintenance             100,340    106,500       197,240     206,055
Decommissioning                                  1,568      1,510         3,136       4,790
Taxes other than income taxes                   27,904     26,085        54,758      55,810
Depreciation and amortization                   46,560     49,325        93,378      99,832
Other regulatory credits - net                  (3,645)    (2,892)      (11,790)    (12,287)
Amortization of rate deferrals                   1,402     82,124         2,804      84,393
                                              ---------------------------------------------
TOTAL                                          461,353    484,957       895,928     847,744
                                              ---------------------------------------------
OPERATING INCOME                               125,033     61,586       173,674     122,618
                                              ---------------------------------------------
               OTHER INCOME
Allowance for equity funds used during
  construction                                   1,745      1,091         3,486       2,317
Gain on sale of assets                             532        462         1,047         909
Miscellaneous - net                                (20)     5,957         3,410       6,554
                                               --------------------------------------------
TOTAL                                            2,257      7,510         7,943       9,780
                                               --------------------------------------------
        INTEREST AND OTHER CHARGES
Interest on long-term debt                      34,812     34,288        67,188      69,528
Other interest - net                             1,705        888         3,110       1,572
Distributions on preferred securities of
  subsidiary                                     1,859      1,859         3,719       3,719
Allowance for borrowed funds used during
  construction                                  (1,602)    (1,026)       (3,213)     (2,135)
                                               --------------------------------------------
TOTAL                                           36,774     36,009        70,804      72,684
                                               --------------------------------------------
INCOME BEFORE INCOME TAXES                      90,516     33,087       110,813      59,714

Income taxes                                    29,701     16,065        39,241      29,255
                                               --------------------------------------------
NET INCOME                                      60,815     17,022        71,572      30,459

Preferred dividend requirements and other        3,175      4,115         7,319       8,666
                                               --------------------------------------------
EARNINGS APPLICABLE TO
COMMON STOCK                                   $57,640    $12,907       $64,253     $21,793
                                               ============================================
See Notes to Financial Statements.

</TABLE>
<PAGE>
                      ENTERGY GULF STATES, INC.
                      STATEMENTS OF CASH FLOWS
           For the Six Months Ended June 30, 2000 and 1999
                             (Unaudited)

                                                 2000          1999
                                                   (In Thousands)

           OPERATING ACTIVITIES
Net income                                        $71,572     $30,459
Noncash items included in net income:
  Amortization of rate deferrals                    2,804      84,393
  Reserve for regulatory adjustments                 (638)    (53,479)
  Other regulatory credits - net                  (11,790)    (12,287)
  Depreciation, amortization, and                  96,514     104,622
    decommissioning
  Deferred income taxes and investment tax        (12,174)        367
    credits
  Allowance for equity funds used during           (3,486)     (2,317)
    construction
  Gain on sale of assets                           (1,047)       (909)
Changes in working capital:
  Receivables                                     (76,632)    (32,098)
  Fuel inventory                                   (6,898)    (13,939)
  Accounts payable                                 25,972      (2,652)
  Taxes accrued                                    19,347      26,997
  Interest accrued                                 16,507        (754)
  Deferred fuel costs                             (24,849)    (10,501)
  Other working capital accounts                    5,945     (15,889)
Provision for estimated losses and reserves        (3,075)      2,694
Changes in other regulatory assets                (18,426)     13,228
Other                                              25,930     (26,190)
                                                 --------------------
Net cash flow provided by operating
  activities                                      105,576      91,745
                                                 --------------------
           INVESTING ACTIVITIES
Construction expenditures                        (138,464)    (77,340)
Allowance for equity funds used during
  construction                                      3,486       2,317
Nuclear fuel purchases                            (33,510)    (37,930)
Proceeds from sale/leaseback of nuclear
  fuel                                             13,797      37,930
Decommissioning trust contributions and
  realized change in trust assets                  (5,489)     (5,866)
                                                 --------------------
Net cash flow used in investing activities       (160,180)    (80,889)
                                                 --------------------
           FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                  299,086      21,775
Retirement of:
  Long-term debt                                        -     (47,095)
  Redemption of preferred and preference         (152,493)    (24,731)
    stock
Dividends paid:
  Common stock                                    (14,200)          -
  Preferred stock                                  (8,174)     (8,758)
                                                 --------------------
Net cash flow provided by (used in)               124,219     (58,809)
  financing activities                           --------------------

Net increase (decrease) in cash and cash
  equivalents                                      69,615     (47,953)

Cash and cash equivalents at beginning of
  period                                           32,312     115,736
                                                 --------------------
Cash and cash equivalents at end of period       $101,927     $67,783
                                                 ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized            $54,877     $72,247
  Income taxes                                    $33,835     $10,934
 Noncash investing and financing
   activities:
  Change in unrealized appreciation of
   decommissioning trust assets                    $2,128      $9,658

See Notes to Financial Statements.

<PAGE>

                       ENTERGY GULF STATES, INC.
                            BALANCE SHEETS
                                ASSETS
                  June 30, 2000 and December 31, 1999
                              (Unaudited)

                                                   2000         1999
                                                     (In Thousands)

              CURRENT ASSETS
Cash and cash equivalents:
  Cash                                              $9,792       $8,607
  Temporary cash investments - at cost,
    which approximates market                       92,135       23,705
                                                -----------------------
        Total cash and cash equivalents            101,927       32,312
                                                -----------------------
Accounts receivable:
  Customer                                          83,936       73,215
  Allowance for doubtful accounts                   (1,828)      (1,828)
  Associated companies                              13,352        1,706
  Other                                             40,658       15,030
  Accrued unbilled revenues                        119,034       90,396
                                                -----------------------
    Total receivables                              255,152      178,519
                                                -----------------------
Deferred fuel costs                                159,306      134,458
Fuel inventory - at average cost                    45,170       38,271
Materials and supplies - at average cost           103,523      112,585
Rate deferrals                                       5,606        5,606
Prepayments and other                               22,483       21,750
                                                -----------------------
TOTAL                                              693,167      523,501
                                                -----------------------
      OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                        242,294      234,677
Non-utility property - at cost (less
  accumulated depreciation)                        192,762      187,759
Other - at cost (less accumulated
  depreciation)                                     14,672       13,681
                                                -----------------------
TOTAL                                              449,728      436,117
                                                -----------------------
               UTILITY PLANT
Electric                                         7,444,157    7,365,407
Property under capital lease                        42,847       46,210
Natural gas                                         54,163       52,473
Construction work in progress                      190,003      145,492
Nuclear fuel under capital lease                    53,416       70,801
Nuclear fuel                                        18,905            -
                                                -----------------------
TOTAL UTILITY PLANT                              7,803,491    7,680,383
Less - accumulated depreciation and
  amortization                                   3,620,455    3,534,473
                                                -----------------------
UTILITY PLANT - NET                              4,183,036    4,145,910
                                                -----------------------

     DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Rate deferrals                                     2,803        5,606
  SFAS 109 regulatory asset - net                  389,734      385,405
  Unamortized loss on reacquired debt               39,694       40,576
  Other regulatory assets                          154,255      140,157
Long-term receivables                               30,970       32,260
Other                                               16,181       23,490
                                                -----------------------
TOTAL                                              633,637      627,494
                                                -----------------------
TOTAL ASSETS                                    $5,959,568   $5,733,022
                                                =======================
See Notes to Financial Statements.


<PAGE>
                        ENTERGY GULF STATES, INC.
                            BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  June 30, 2000 and December 31, 1999
                              (Unaudited)

                                                   2000        1999
                                                     (In Thousands)

            CURRENT LIABILITIES
Accounts payable:
  Associated companies                             $53,446      $79,962
  Other                                            166,932      114,444
Customer deposits                                   36,275       33,360
Taxes accrued                                      121,146      101,798
Accumulated deferred income taxes                   41,455       27,960
Nuclear refueling outage costs                       2,329       11,216
Interest accrued                                    45,077       28,570
Obligations under capital leases                    50,611       51,973
Other                                               17,226       14,557
                                                -----------------------
TOTAL                                              534,497      463,840
                                                -----------------------
  DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                1,082,644    1,098,882
Accumulated deferred investment tax credits        174,750      178,500
Obligations under capital leases                    45,651       65,038
Other regulatory liabilities                        19,185       20,089
Decommissioning                                    140,524      139,194
Transition to competition                           59,741       47,101
Regulatory reserves                                109,898      110,536
Accumulated provisions                              66,320       69,395
Other                                              105,974      117,804
                                                -----------------------
TOTAL                                            1,804,687    1,846,539
                                                -----------------------
Long-term debt                                   1,931,698    1,631,581
Preferred stock with sinking fund                   34,650       34,650
Preference stock                                         -      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                48,951       51,444
  Common stock, no par value, authorized
  200,000,000 shares; issued and outstanding
  100 shares in 2000 and 1999                      114,055      114,055
Paid-in capital                                  1,153,195    1,153,131
Retained earnings                                  252,835      202,782
                                                -----------------------
TOTAL                                            1,569,036    1,521,412
                                                -----------------------
Commitments and Contingencies (Notes 1 and 2)

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $5,959,568   $5,733,022
                                                =======================
See Notes to Financial Statements.

<PAGE>
                      ENTERGY GULF STATES, INC.
                      SELECTED OPERATING RESULTS
      For the Three and Six Months Ended June 30, 2000 and 1999
                             (Unaudited)


                                 Three Months Ended   Increase/
          Description              2000      1999    (Decrease)    %

                                             (In Millions)
Electric Operating Revenues:
  Residential                      $159.1    $137.2      $21.9      16
  Commercial                        120.8     103.0       17.8      17
  Industrial                        208.2     170.4       37.8      22
  Governmental                        8.0       6.8        1.2      18
                                   ----------------------------
    Total retail                    496.1     417.4       78.7      19
  Sales for resale
     Associated companies            11.6       0.9       10.7     256
     Non-associated companies        24.8      15.3        9.5      62
  Other                              47.6     100.4      (52.8)    (53)
                                   ---------------------------
    Total                          $580.1    $534.0      $46.1       9
                                   ===========================
Billed Electric Energy
 Sales (GWH):
  Residential                       2,100     2,039         61       3
  Commercial                        1,864     1,784         80       4
  Industrial                        4,545     4,442        103       2
  Governmental                        109       102          7       7
                                   ---------------------------
    Total retail                    8,618     8,367        251       3
  Sales for resale
     Associated companies              44        17         27     159
     Non-associated companies         974       428        546     128
                                   ---------------------------
    Total                           9,636     8,812        824       9
                                   ===========================


                                   Six Months Ended    Increase/
           Description              2000      1999    (Decrease)     %
                                             (In Millions)
Electric Operating Revenues:
  Residential                      $296.9    $253.4      $43.5      17
  Commercial                        229.1     194.5       34.6      18
  Industrial                        392.6     326.6       66.0      20
  Governmental                       15.8      13.3        2.5      19
                                 -----------------------------
    Total retail                    934.4     787.8      146.6      19
  Sales for resale
     Associated companies            18.0       4.7       13.3     104
     Non-associated companies        45.3      36.0        9.3      26
  Other                              53.2     109.3      (56.1)    (51)
                                 -----------------------------
    Total                        $1,050.9    $937.8     $113.1      12
                                 =============================
Billed Electric Energy
 Sales (GWH):
  Residential                       3,934     3,842         92       2
  Commercial                        3,506     3,384        122       4
  Industrial                        8,915     8,556        359       4
  Governmental                        214       202         12       6
                                 -----------------------------
    Total retail                   16,569    15,984        585       4
  Sales for resale
     Associated companies             231       170         61      36
        Non-associated companies    1,773     1,413        360      25
                                 -----------------------------
    Total                          18,573    17,567      1,006       6
                                 =============================


<PAGE>
                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income decreased for the three and six months ended June 30,
2000  compared  to  the  three and six months  ended  June  30,  1999
primarily  due to a decrease in unbilled revenues and an increase  in
other  operation and maintenance expenses.  Net income also decreased
for  the  six  months  ended June 30, 2000  due  to  an  increase  in
provisions for potential rate refunds.

Revenues and Sales

     The changes in electric operating revenues for the three and six
months ended June 30, 2000 are as follows:

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

Base revenues                             $0.6               ($28.9)
Fuel cost recovery                         4.9                 26.3
Sales volume/weather                      (1.8)                 6.8
Other revenue (including unbilled)       (52.8)               (57.0)
Sales for resale                          (8.4)               (10.0)
				        ------               ------
   Total                                ($57.5)              ($62.8)
                                        ======               ======

Base revenues

      Base revenues decreased for the six months ended June 30,  2000
primarily due to accruals for potential rate refunds.

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  six
months  ended June 30, 2000 as a result of higher fuel and  purchased
power expenses primarily due to the increased market price of natural
gas.

Sales volume/weather

      Sales  volume increased for the six months ended June 30,  2000
primarily due to increased usage by industrial customers, as well  as
more favorable weather in the residential and commercial sectors.

Other revenue (including unbilled)

      Other revenue decreased for the three and six months ended June
30,  2000  primarily  due to the effect of a change  in  estimate  on
unbilled  revenues  in  the  second quarter  of  1999.   The  changed
estimate more closely aligned the fuel component of unbilled revenues
with regulatory treatment.  The decrease was partially offset by more
favorable weather in the second quarter of 2000.


<PAGE>
                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Sales for resale

     Sales for resale decreased for the three and six months ended
June 30, 2000 primarily due to a decrease in gas generation coupled
with increased sales to retail customers resulting in less
electricity available for resale.

Expenses

Fuel and purchased power expenses

      Fuel  and  purchased power expenses decreased  for  the  three
months  ended  June  30, 2000 primarily due to an  increased  under-
recovery of fuel costs compared to 1999 due to higher fuel prices in
May  and  June  2000.  These under-recoveries will be  recovered  in
future months at which time the effect of the increased prices  will
be reflected in fuel expense.

      Fuel and purchased power expenses increased for the six months
ended  June  30,  2000  primarily due to a shift  to  higher  priced
purchased power due to reduced gas and nuclear generation and higher
market  prices for gas.  The decrease in nuclear generation was  due
to a planned maintenance outage at Waterford 3 in June 2000.

Other operation and maintenance

      Other  operation  and maintenance expenses increased  for  the
three and six months ended June 30, 2000 primarily due to:

     o capitalization of costs in 1999 associated with return-to-
       service projects;
     o maintenance and planned maintenance outages at Waterford 3 and
       certain fossil plants;
     o insurance settlement proceeds received in 1999;
     o increased vegetation management costs; and
     o increased environmental reserves.

Other

Interest charges

      Interest  on  long-term debt decreased for the  three  and  six
months  ended June 30, 2000 primarily due to the refinancing and  net
redemption of $77 million of long-term debt in 1999, partially offset
by the issuance of $150 million of long-term debt in May 2000.

Income taxes

      The  effective income tax rates for the three months ended June
30,  2000 and 1999 were 40.1% and 39.4%, respectively.  The effective
income tax rates for the six months ended June 30, 2000 and 1999 were
41.2% and 40.0%, respectively.

<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY LOUISIANA, INC.
                           INCOME STATEMENTS
     For the Three and Six Months Ended June 30, 2000 and 1999
                               (Unaudited)

                                                         Three Months Ended     Six Months Ended
                                                          2000       1999      2000         1999
                                                           (In Thousands)        (In Thousands)
<S>                                                     <C>        <C>        <C>         <C>
                 OPERATING REVENUES
Domestic electric                                       $448,067   $505,601   $794,888    $857,736
                                                        --------   --------   --------    --------
                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                             48,748    104,399    131,940     162,623
   Purchased power                                       145,243     92,119    234,119     184,582
   Nuclear refueling outage expenses                       3,410      3,487      6,820       8,923
   Other operation and maintenance                        85,098     65,511    148,173     133,315
Decommissioning                                            2,606      2,197      5,211       4,393
Taxes other than income taxes                             17,953     18,426     34,715      36,670
Depreciation and amortization                             42,182     40,184     84,329      81,963
Other regulatory charges - net                               240          -        480           -
                                                        --------   --------   --------    --------
TOTAL                                                    345,480    326,323    645,787     612,469
                                                        --------   --------   --------    --------

OPERATING INCOME                                         102,587    179,278    149,101     245,267
                                                        --------   --------   --------    --------

                    OTHER INCOME
Allowance for equity funds used during construction        1,196      1,732      1,879       2,493
Miscellaneous - net                                          435        621        543         579
                                                        --------   --------   --------    --------
TOTAL                                                      1,631      2,353      2,422       3,072
                                                        --------   --------   --------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                23,779     26,691     47,942      53,744
Other interest - net                                       1,896      1,041      3,946       2,212
Distributions on preferred securities of subsidiary        1,575      1,575      3,150       3,150
Allowance for borrowed funds used during construction       (911)    (1,716)    (1,868)     (2,367)
                                                        --------   --------   --------    --------
TOTAL                                                     26,339     27,591     53,170      56,739
                                                        --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                77,879    154,040     98,353     191,600

Income taxes                                              31,192     60,669     40,474      76,742
                                                        --------   --------   --------    --------

NET INCOME                                                46,687     93,371     57,879     114,858

Preferred dividend requirements and other                  2,378      2,378      4,757       5,048
                                                        --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                             $44,309    $90,993    $53,122    $109,810
                                                        ========   ========   ========    ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY LOUISIANA, INC.
                        STATEMENTS OF CASH FLOWS
           For the Six Months Ended June 30, 2000 and 1999
                               (Unaudited)

                                                                   2000         1999
                                                                     (In Thousands)
<S>                                                               <C>          <C>
                  OPERATING ACTIVITIES
Net income                                                         $57,879     $114,858
Noncash items included in net income:
  Other regulatory charges - net                                       480            -
  Depreciation, amortization, and decommissioning                   89,540       86,356
  Deferred income taxes and investment tax credits                  15,191        8,042
  Allowance for equity funds used during construction               (1,879)      (2,493)
Changes in working capital:
  Receivables                                                      (12,108)     (60,053)
  Fuel inventory                                                         -         (489)
  Accounts payable                                                 (57,456)     (16,718)
  Taxes accrued                                                     25,659       79,628
  Interest accrued                                                  10,250      (23,195)
  Deferred fuel costs                                              (80,801)     (17,934)
  Other working capital accounts                                    29,378      (11,062)
Provision for estimated losses and reserves                          3,375          112
Changes in other regulatory assets                                   6,663       13,901
Other                                                               (8,977)     (16,283)
                                                                  --------     --------
Net cash flow provided by operating activities                      77,194      154,670
                                                                  --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (90,488)     (55,932)
Allowance for equity funds used during construction                  1,879        2,493
Nuclear fuel purchases                                             (29,806)     (11,308)
Proceeds from sale/leaseback of nuclear fuel                        29,806       11,308
Decommissioning trust contributions and realized
    change in trust assets                                          (4,030)      (8,497)
                                                                  --------     --------
Net cash flow used in investing activities                         (92,639)     (61,936)
                                                                  --------     --------

                  FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                                   149,003      188,226
Retirement of:
  Long-term debt                                                  (100,000)    (129,147)
  Redemption of preferred stock                                          -      (50,000)
Dividends paid:
  Common stock                                                      (6,200)     (31,900)
  Preferred stock                                                   (4,757)      (5,632)
                                                                  --------     --------
Net cash flow provided by (used in) financing activities            38,046      (28,453)
                                                                  --------     --------

Net increase in cash and cash equivalents                           22,601       64,281

Cash and cash equivalents at beginning of period                     7,734       83,030
                                                                  --------     --------

Cash and cash equivalents at end of period                         $30,335     $147,311
                                                                  ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                             $40,981      $79,593
  Income taxes                                                     $17,572      $12,270
 Noncash investing and financing activities:
  Change in unrealized appreciation of
   decommissioning trust assets                                       $545       $2,389

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY LOUISIANA, INC.
                             BALANCE SHEETS
                                 ASSETS
                  June 30, 2000 and December 31, 1999
                              (Unaudited)

                                                                      2000        1999
                                                                       (In Thousands)
<S>                                                                <C>          <C>
                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                 $8,940       $7,734
  Temporary cash investments - at cost,
    which approximates market                                          21,395            -
                                                                   ----------   ----------
        Total cash and cash equivalents                                30,335        7,734
                                                                   ----------   ----------
Notes receivable                                                        1,503            3
Accounts receivable:
  Customer                                                             86,169       79,335
  Allowance for doubtful accounts                                      (1,615)      (1,615)
  Associated companies                                                  8,775       14,601
  Other                                                                10,762       10,762
  Accrued unbilled revenues                                           117,300      106,200
                                                                   ----------   ----------
    Total receivables                                                 221,391      209,283
                                                                   ----------   ----------
Deferred fuel costs                                                    82,963        2,161
Accumulated deferred income taxes                                           -       12,520
Materials and supplies - at average cost                               77,595       84,027
Deferred nuclear refueling outage costs                                 4,139       11,336
Prepayments and other                                                  11,953        6,011
                                                                   ----------   ----------
TOTAL                                                                 429,879      333,075
                                                                   ----------   ----------

             OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                         14,230       14,230
Decommissioning trust funds                                           105,518      100,943
Non-utility property - at cost (less accumulated depreciation)         21,800       21,433
                                                                   ----------   ----------
TOTAL                                                                 141,548      136,606
                                                                   ----------   ----------

                     UTILITY PLANT
Electric                                                            5,226,394    5,178,808
Property under capital lease                                          236,272      236,271
Construction work in progress                                         146,868      108,106
Nuclear fuel under capital lease                                       66,945       51,930
                                                                   ----------   ----------
TOTAL UTILITY PLANT                                                 5,676,479    5,575,115
Less - accumulated depreciation and amortization                    2,377,723    2,294,394
                                                                   ----------   ----------
UTILITY PLANT - NET                                                 3,298,756    3,280,721
                                                                   ----------   ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     219,846      230,899
  Unamortized loss on reacquired debt                                  35,719       35,856
  Other regulatory assets                                              54,582       50,191
Other                                                                  13,996       17,302
                                                                   ----------   ----------
TOTAL                                                                 324,143      334,248
                                                                   ----------   ----------

TOTAL ASSETS                                                       $4,194,326   $4,084,650
                                                                   ==========   ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY LOUISIANA, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2000 and December 31, 1999
                              (Unaudited)

                                                                  2000        1999
                                                                   (In Thousands)
<S>                                                            <C>          <C>
                CURRENT LIABILITIES
Currently maturing long-term debt                                 $35,088     $116,388
Accounts payable
  Associated companies                                             55,786      137,869
  Other                                                           115,395       90,768
Customer deposits                                                  57,539       61,096
Taxes accrued                                                      51,522       25,863
Accumulated deferred income taxes                                  15,763            -
Interest accrued                                                   30,486       20,236
Obligations under capital leases                                   28,387       28,387
Other                                                              86,487       59,737
                                                               ----------   ----------
TOTAL                                                             476,453      540,344
                                                               ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                 772,345      792,290
Accumulated deferred investment tax credits                       120,154      123,155
Obligations under capital leases                                   38,558       23,543
Other regulatory liabilities                                       15,966       15,421
Accumulated provisions                                             61,462       58,087
Other                                                              34,116       34,564
                                                               ----------   ----------
TOTAL                                                           1,042,601    1,047,060
                                                               ----------   ----------

Long-term debt                                                  1,276,567    1,145,463
Preferred stock with sinking fund                                  35,000       35,000
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 2000
  and 1999                                                      1,088,900    1,088,900
Capital stock expense and other                                    (2,171)      (2,171)
Retained earnings                                                 106,476       59,554
                                                               ----------   ----------
TOTAL                                                           1,293,705    1,246,783
                                                               ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,194,326   $4,084,650
                                                               ==========   ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
                          ENTERGY LOUISIANA, INC.
                        SELECTED OPERATING RESULTS
      For the Three and Six Months Ended June 30, 2000 and 1999
                               (Unaudited)


                                   Three Months Ended  Increase/
           Description              2000       1999    (Decrease)     %
                                      (In Millions)
Electric Operating Revenues:
  Residential                       $143.3    $145.2       ($1.9)      (1)
  Commercial                          94.9      94.0         0.9        1
  Industrial                         160.8     156.3         4.5        3
  Governmental                         8.4       8.2         0.2        2
                                    ------    ------      ------
    Total retail                     407.4     403.7         3.7        1
  Sales for resale
     Associated companies              0.2       5.4        (5.2)     (96)
     Non-associated companies         10.0      13.2        (3.2)     (24)
  Other                               30.5      83.3       (52.8)     (63)
                                    ------    ------      ------
    Total                           $448.1    $505.6      ($57.5)     (11)
                                    ======    ======      ======
Billed Electric Energy
 Sales (GWH):
  Residential                        1,939     1,971         (32)      (2)
  Commercial                         1,296     1,287           9        1
  Industrial                         3,881     3,777         104        3
  Governmental                         117       115           2        2
                                    ------    ------      ------
    Total retail                     7,233     7,150          83        1
  Sales for resale
     Associated companies                3       142        (139)     (98)
     Non-associated companies          110       233        (123)     (53)
                                    ------    ------      ------
    Total                            7,346     7,525        (179)      (2)
                                    ======    ======      ======


                                    Six Months Ended    Increase/
           Description              2000       1999    (Decrease)     %
                                      (In Millions)
Electric Operating Revenues:
  Residential                       $262.3    $257.4        $4.9        2
  Commercial                         178.2     173.2         5.0        3
  Industrial                         313.5     294.6        18.9        6
  Governmental                        16.4      15.9         0.5        3
                                    ------    ------      ------
    Total retail                     770.4     741.1        29.3        4
  Sales for resale
     Associated companies              0.7       7.9        (7.2)     (91)
     Non-associated companies         21.5      24.3        (2.8)     (12)
  Other                                2.3      84.4       (82.1)     (97)
                                    ------    ------      ------
    Total                           $794.9    $857.7      ($62.8)      (7)
                                    ======    ======      ======

Billed Electric Energy
 Sales (GWH):
  Residential                        3,672     3,661          11        -
  Commercial                         2,444     2,418          26        1
  Industrial                         7,642     7,403         239        3
  Governmental                         231       230           1        -
                                    ------    ------      ------
    Total retail                    13,989    13,712         277        2
  Sales for resale
     Associated companies               17       240        (223)     (93)
      Non-associated companies         313       477        (164)     (34)
                                    ------    ------      ------
    Total                           14,319    14,429        (110)      (1)
                                    ======    ======      ======



<PAGE>
                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the three and six months ended June 30,
2000  compared  to  the  three and six months  ended  June  30,  1999
primarily  due to an increase in unbilled revenues and other  income,
partially  offset  by increased rate reductions and  increased  other
operation and maintenance expenses.

Revenues and Sales

     The changes in electric operating revenues for the three and six
months ended June 30, 2000 are as follows:

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

Base revenues                           ($0.6)             ($3.9)
Grand Gulf rate rider                     0.8                1.4
Fuel cost recovery                       11.2               22.3
Sales volume/weather                      0.1                1.2
Other revenue (including unbilled)       10.6               17.3
Sales for resale                         (1.1)             (17.0)
					-----              -----
   Total                                $21.0              $21.3
                                        =====              =====


Base revenues

      Base revenues decreased for the six months ended June 30,  2000
primarily  due to base rate reductions that became effective  in  May
1999 and May 2000.

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  six
months ended June 30, 2000 primarily due to an increase in the energy
cost recovery rider effective January 2000.

Other revenue (including unbilled)

      Other revenue increased for the three and six months ended June
30,  2000  primarily due to the effect of favorable  weather  in  the
second  quarter  of 2000 and the effect of a change  in  estimate  on
unbilled  revenues  in  the  second quarter  of  1999.   The  changed
estimate more closely aligned the fuel component of unbilled revenues
with regulatory treatment.

Sales for resale

      Sales  for resale decreased for the six months ended  June  30,
2000 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 early 2000.


<PAGE>
                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Expenses

Fuel and purchased power expenses

     Fuel and purchased power expenses increased for the three months
ended June 30, 2000 primarily due to:

     o a shift to higher priced gas generation and purchased power from
       lower priced coal generation due to a planned outage at Independence
       in May 2000;
     o increased purchased power prices; and
     o increased oil prices.

Other operation and maintenance

      Other operation and maintenance expenses increased for the  six
months  ended  June  30,  2000  primarily  due  to  increased   plant
maintenance and an increase in property insurance expense.

Other regulatory credits - net

      Other regulatory credits decreased for the three and six months
ended  June  30, 2000 primarily due to a decrease in the deferral  of
Grand Gulf expenses.

Other

Other Income

      The increase in other income for the six months ended June  30,
2000  is primarily due to an increase in AFUDC as a result of  higher
construction expenditures and an increase in the interest income from
the deferral of Grand Gulf 1 expenses.

Income taxes

      The  effective income tax rates for the three months ended June
30,  2000 and 1999 were 35.8% and 35.1%, respectively.  The effective
income tax rates for the six months ended June 30, 2000 and 1999 were
33.9% and 33.7%, respectively.

<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY MISSISSIPPI, INC.
                             INCOME STATEMENTS
        For the Three and Six Months Ended June 30, 2000 and 1999
                                 (Unaudited)

                                                       Three Months Ended      Six Months Ended
                                                         2000       1999      2000         1999
                                                         (In Thousands)         (In Thousands)
<S>                                                    <C>        <C>        <C>         <C>
                OPERATING REVENUES
Domestic electric                                      $215,606   $194,637   $398,381    $377,080
                                                       --------   --------   --------    --------
                OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                            31,043     37,341     75,330      96,775
   Purchased power                                       95,038     79,804    171,866     148,269
   Other operation and maintenance                       43,082     41,795     78,705      72,913
Taxes other than income taxes                            11,091     11,042     21,267      21,744
Depreciation and amortization                            11,977     10,984     23,702      22,500
Other regulatory credits - net                           (5,409)    (6,958)   (14,487)    (17,971)
                                                       --------   --------   --------    --------
TOTAL                                                   186,822    174,008    356,383     344,230
                                                       --------   --------   --------    --------

OPERATING INCOME                                         28,784     20,629     41,998      32,850
                                                       --------   --------   --------    --------

                   OTHER INCOME
Allowance for equity funds used during construction         613        225      1,250         368
Miscellaneous - net                                       2,380      1,872      4,411       3,490
                                                       --------   --------   --------    --------
TOTAL                                                     2,993      2,097      5,661       3,858
                                                       --------   --------   --------    --------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                               10,561      9,800     20,014      19,022
Other interest - net                                        676        601      1,696       1,444
Allowance for borrowed funds used during construction      (479)      (341)      (983)       (696)
                                                       --------   --------   --------    --------
TOTAL                                                    10,758     10,060     20,727      19,770
                                                       --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                               21,019     12,666     26,932      16,938

Income taxes                                              7,516      4,444      9,132       5,701
                                                       --------   --------   --------    --------

NET INCOME                                               13,503      8,222     17,800      11,237

Preferred dividend requirements and other                   842        842      1,685       1,685
                                                       --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                            $12,661     $7,380    $16,115      $9,552
                                                       ========   ========   ========    ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY MISSISSIPPI, INC.
                        STATEMENTS OF CASH FLOWS
            For the Six Months Ended June 30, 2000 and 1999
                              (Unaudited)

                                                               2000         1999
                                                                  (In Thousands)
<S>                                                          <C>           <C>
                OPERATING ACTIVITIES
Net income                                                     $17,800      $11,237
Noncash items included in net income:
  Other regulatory credits - net                               (14,487)     (17,971)
  Depreciation and amortization                                 23,702       22,500
  Deferred income taxes and investment tax credits               2,554       16,220
  Allowance for equity funds used during construction           (1,250)        (368)
Changes in working capital:
  Receivables                                                  (14,566)      20,306
  Fuel inventory                                                  (885)      (2,837)
  Accounts payable                                             (32,666)      21,636
  Taxes accrued                                                  8,947          149
  Interest accrued                                               1,908       (3,108)
  Deferred fuel costs                                          (33,512)      (1,341)
  Other working capital accounts                                 2,557        5,988
Provision for estimated losses and reserves                       (591)         848
Changes in other regulatory assets                             (18,550)     (34,867)
Other                                                           23,127       17,079
                                                              --------     --------
Net cash flow provided by (used in) operating activities       (35,912)      55,471
                                                              --------     --------

                INVESTING ACTIVITIES
Construction expenditures                                      (63,770)     (34,622)
Allowance for equity funds used during construction              1,250          368
                                                              --------     --------
Net cash flow used in investing activities                     (62,520)     (34,254)
                                                              --------     --------

                FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                               119,175      153,762
Retirement of:
  Long-term debt                                                     -     (133,277)
Dividends paid:
  Common stock                                                  (5,800)      (9,100)
  Preferred stock                                               (1,685)      (1,685)
                                                              --------     --------
Net cash flow provided by financing activities                 111,690        9,700
                                                              --------     --------

Net increase in cash and cash equivalents                       13,258       30,917

Cash and cash equivalents at beginning of period                 4,787        2,640
                                                              --------     --------

Cash and cash equivalents at end of period                     $18,045      $33,557
                                                              ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                         $18,600      $22,648
  Income taxes                                                 ($5,830)     $23,711

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                                  ASSETS
                   June 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                      2000        1999
                                                                        (In Thousands)
<S>                                                                <C>          <C>
                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                 $5,112       $4,787
  Temporary cash investments - at cost,
    which approximates market                                          12,933            -
                                                                   ----------   ----------
    Total cash and cash equivalents                                    18,045        4,787
                                                                   ----------   ----------
Accounts receivable:
  Customer                                                             35,241       35,675
  Allowance for doubtful accounts                                        (886)        (886)
  Associated companies                                                  4,219        1,370
  Other                                                                 3,942        2,391
  Accrued unbilled revenues                                            39,200       28,600
                                                                   ----------   ----------
    Total receivables                                                  81,716       67,150
                                                                   ----------   ----------
Deferred fuel costs                                                    81,451       47,939
Accumulated deferred income taxes                                       3,797            -
Fuel inventory - at average cost                                        4,659        3,774
Materials and supplies - at average cost                               16,323       17,068
Prepayments and other                                                   7,592        7,114
                                                                   ----------   ----------
TOTAL                                                                 213,583      147,832
                                                                   ----------   ----------

             OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                          5,531        5,531
Non-utility property - at cost (less accumulated depreciation)          6,915        6,965
                                                                   ----------   ----------
TOTAL                                                                  12,446       12,496
                                                                   ----------   ----------

                     UTILITY PLANT
Electric                                                            1,818,497    1,763,636
Property under capital lease                                              338          384
Construction work in progress                                          73,524       66,789
                                                                   ----------   ----------
TOTAL UTILITY PLANT                                                 1,892,359    1,830,809
Less - accumulated depreciation and amortization                      729,340      709,543
                                                                   ----------   ----------
UTILITY PLANT - NET                                                 1,163,019    1,121,266
                                                                   ----------   ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                      24,408       24,051
  Unamortized loss on reacquired debt                                  15,725       16,345
  Other regulatory assets                                             150,436      132,243
Other                                                                   6,549        5,784
                                                                   ----------   ----------
TOTAL                                                                 197,118      178,423
                                                                   ----------   ----------

TOTAL ASSETS                                                       $1,586,166   $1,460,017
                                                                   ==========   ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                     June 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                  2000        1999
                                                                   (In Thousands)
<S>                                                            <C>          <C>
                CURRENT LIABILITIES
Accounts payable
  Associated companies                                            $41,431      $84,382
  Other                                                            42,755       32,470
Customer deposits                                                  25,128       23,303
Taxes accrued                                                      44,914       35,968
Accumulated deferred income taxes                                       -          526
Interest accrued                                                   11,946       10,038
Obligations under capital leases                                       98           95
Other                                                               2,603        2,137
                                                               ----------   ----------
TOTAL                                                             168,875      188,919
                                                               ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                 307,007      298,477
Accumulated deferred investment tax credits                        20,158       20,908
Obligations under capital leases                                      240          290
Accumulated provisions                                              6,783        7,374
Other                                                              12,268        3,368
                                                               ----------   ----------
TOTAL                                                             346,456      330,417
                                                               ----------   ----------

Long-term debt                                                    584,305      464,466

                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
  2000 and 1999                                                   199,326      199,326
Capital stock expense and other                                       (59)         (59)
Retained earnings                                                 236,882      226,567
                                                               ----------   ----------
TOTAL                                                             486,530      476,215
                                                               ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $1,586,166   $1,460,017
                                                               ==========   ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>

                          ENTERGY MISSISSIPPI, INC.
                         SELECTED OPERATING RESULTS
         For the Three and Six Months Ended June 30, 2000 and 1999
                                (Unaudited)


                                    Three Months Ended  Increase/
          Description               2000       1999     (Decrease)     %
                                       (In Millions)
Electric Operating Revenues:
  Residential                       $73.4     $70.1        $3.3        5
  Commercial                         65.3      60.1         5.2        9
  Industrial                         39.3      36.7         2.6        7
  Governmental                        6.3       5.9         0.4        7
                                   ------    ------       -----
    Total retail                    184.3     172.8        11.5        7
  Sales for resale
     Associated companies             7.0       8.4        (1.4)     (17)
     Non-associated companies         6.9       6.6         0.3        5
  Other                              17.4       6.8        10.6      156
                                   ------    ------       -----
    Total                          $215.6    $194.6       $21.0       11
                                   ======    ======       =====
Billed Electric Energy
 Sales (GWH):
  Residential                       1,013     1,028         (15)      (1)
  Commercial                        1,008       986          22        2
  Industrial                          786       787          (1)       -
  Governmental                         89        88           1        1
                                   ------    ------       -----
    Total retail                    2,896     2,889           7        -
  Sales for resale
     Associated companies              82       188        (106)     (56)
     Non-associated companies          62        89         (27)     (30)
                                   ------    ------       -----
    Total                           3,040     3,166        (126)      (4)
                                   ======    ======       =====

                                   Six Months Ended   Increase/
          Description              2000       1999    (Decrease)     %
                                     (In Millions)
Electric Operating Revenues:
  Residential                      $139.5    $132.4        $7.1        5
  Commercial                        124.7     115.2         9.5        8
  Industrial                         76.7      72.8         3.9        5
  Governmental                       12.1      11.6         0.5        4
                                   ------    ------       -----
    Total retail                    353.0     332.0        21.0        6
  Sales for resale
     Associated companies            13.0      30.3       (17.3)     (57)
     Non-associated companies        13.7      13.4         0.3        2
  Other                              18.7       1.4        17.3    1,236
                                   ------    ------       -----
    Total                          $398.4    $377.1       $21.3        6
                                   ======    ======       =====
Billed Electric Energy
 Sales (GWH):
  Residential                       2,036     2,032           4        -
  Commercial                        1,926     1,875          51        3
  Industrial                        1,529     1,542         (13)      (1)
  Governmental                        169       170          (1)      (1)
                                   ------    ------       -----
    Total retail                    5,660     5,619          41        1
  Sales for resale
     Associated companies             207     1,165        (958)     (82)
     Non-associated companies         139       201         (62)     (31)
                                   ------    ------       -----
    Total                           6,006     6,985        (979)     (14)
                                   ======    ======       =====




<PAGE>


                      ENTERGY NEW ORLEANS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the three months ended June 30,  2000
compared to the three months ended June 30, 1999 primarily due to  an
increase in other operation and maintenance expenses.

Revenues and Sales

Electric operating revenues

     The changes in electric operating revenues for the three and six
months ended June 30, 2000 are as follows:

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

Base revenues                           $0.1                 $-
Fuel cost recovery                       4.9               11.8
Sales volume/weather                    (1.0)              (0.9)
Other revenue (including unbilled)      (2.9)              (1.3)
Sales for resale                         9.0                6.8
				       -----              -----
   Total                               $10.1              $16.4
                                       =====              =====



Fuel cost recovery revenues

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

      Fuel  cost  recovery revenues increased for the three  and  six
months  ended  June  30, 2000 due to the increased  market  price  of
natural gas.

Sales for resale

      Sales  for resale increased for the three and six months  ended
June 30, 2000 primarily due to reduced generation at affiliate plants
combined  with  an  increase  in  the average  price  of  electricity
supplied for resale.

Gas operating revenues

     Gas  operating revenues increased for the three and  six  months
ended  June 30, 2000 primarily due to the increased market  price  of
natural gas.

<PAGE>
                      ENTERGY NEW ORLEANS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Expenses

Fuel and purchased power

      Fuel expenses increased for the three and six months ended June
30, 2000 primarily due to increased market prices for gas, along with
increased  generation  in the second quarter  due  to  an  outage  at
Michoud Unit 3 in May 1999.

      The  increase in fuel expenses for the three months ended  June
30, 2000 was partially offset by decreased deferred fuel expenses.

      The increase in fuel expenses for the six months ended June 30,
2000 was partially offset by decreased purchased power volume due  to
displacement by increased gas generation in 2000.

Other operation and maintenance

     Other  operation  and maintenance expenses  increased  for  the
three months ended June 30, 2000 primarily due to the capitalization
of costs in 1999 associated with return-to-service projects.

Other regulatory credits

     Other regulatory credits decreased for the six months ended June
30,  2000  primarily due to an over-recovery of Grand Gulf 1  related
costs  in  2000  compared  to  an  under-recovery  in  1999  and  the
amortization of Y2K cost deferrals in 2000.

Other

Income taxes

     For the three months ended June 30, 2000 and 1999, the effective
income  tax  rates were 43.0% and 39.6%, respectively.  For  the  six
months  ended June 30, 2000 and 1999, the effective income tax  rates
were 45.0% and 41.1%, respectively.

<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY NEW ORLEANS, INC.
                            INCOME STATEMENTS
       For the Three and Six Months Ended June 30, 2000 and 1999
                               (Unaudited)

                                                          Three Months Ended    Six Months Ended
                                                           2000       1999      2000         1999
                                                            (In Thousands)        (In Thousands)
<S>                                                      <C>        <C>        <C>         <C>
                 OPERATING REVENUES
Domestic electric                                        $114,539   $104,404   $200,797    $184,446
Natural gas                                                22,112     16,882     55,595      42,897
                                                         --------   --------   --------    --------
TOTAL                                                     136,651    121,286    256,392     227,343
                                                         --------   --------   --------    --------

                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                              40,231     20,140     82,032      51,076
   Purchased power                                         38,784     41,464     73,895      77,916
   Other operation and maintenance                         22,806     17,293     39,657      40,272
Taxes other than income taxes                               9,184     10,519     18,696      18,137
Depreciation and amortization                               5,809      5,300     11,510      10,928
Other regulatory credits - net                             (1,732)    (2,162)    (3,333)     (6,610)
Amortization of rate deferrals                              6,482      6,643     12,476      12,786
                                                         --------   --------   --------    --------
TOTAL                                                     121,564     99,197    234,933     204,505
                                                         --------   --------   --------    --------

OPERATING INCOME                                           15,087     22,089     21,459      22,838
                                                         --------   --------   --------    --------

                    OTHER INCOME
Allowance for equity funds used during construction           270        217        595         423
Miscellaneous - net                                           819        559      1,417         972
                                                         --------   --------   --------    --------
TOTAL                                                       1,089        776      2,012       1,395
                                                         --------   --------   --------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                  3,319      3,319      6,638       6,638
Other interest - net                                          410        333        826         654
Allowance for borrowed funds used during construction        (207)      (156)      (445)       (311)
                                                         --------   --------   --------    --------
TOTAL                                                       3,522      3,496      7,019       6,981
                                                         --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                 12,654     19,369     16,452      17,252

Income taxes                                                5,437      7,675      7,418       7,092
                                                         --------   --------   --------    --------

NET INCOME                                                  7,217     11,694      9,034      10,160

Preferred dividend requirements and other                     241        241        482         482
                                                         --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $6,976    $11,453     $8,552      $9,678
                                                         ========   ========   ========    ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ENTERGY NEW ORLEANS, INC.
                          STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2000 and 1999
                                (Unaudited)

                                                             2000         1999
                                                              (In Thousands)
<S>                                                        <C>        <C>
               OPERATING ACTIVITIES
Net income                                                   $9,034     $10,160
Noncash items included in net income:
  Amortization of rate deferrals                             12,476      12,786
  Other regulatory credits - net                             (3,333)     (6,610)
  Depreciation and amortization                              11,510      10,928
  Deferred income taxes and investment tax credits            2,405       1,819
  Allowance for equity funds used during                       (595)       (423)
construction
Changes in working capital:
  Receivables                                                (2,623)     (6,041)
  Fuel inventory                                              1,920       1,229
  Accounts payable                                            6,956       5,798
  Taxes accrued                                               2,348       6,587
  Interest accrued                                             (417)       (412)
  Deferred fuel costs                                       (16,493)    (12,050)
  Other working capital accounts                             (4,787)       (718)
Provision for estimated losses and reserves                    (509)     (1,568)
Changes in other regulatory assets                           (4,977)     (7,499)
Other                                                         3,983       5,956
                                                           --------    --------
Net cash flow provided by operating activities               16,898      19,942
                                                           --------    --------

               INVESTING ACTIVITIES
Construction expenditures                                   (17,463)    (25,718)
Allowance for equity funds used during construction             595         423
                                                           --------    --------
Net cash flow used in investing activities                  (16,868)    (25,295)
                                                           --------    --------

               FINANCING ACTIVITIES
Dividends paid:
  Preferred stock                                              (241)       (723)
                                                           --------    --------
Net cash flow used in financing activities                     (241)       (723)
                                                           --------    --------

Net decrease in cash and cash equivalents                      (211)     (6,076)

Cash and cash equivalents at beginning of period              4,454      17,153
                                                           --------    --------

Cash and cash equivalents at end of period                   $4,243     $11,077
                                                           ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                       $7,702      $7,524
  Income taxes                                              ($2,386)    ($4,644)

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                                  ASSETS
                    June 30, 2000 and December 31, 1999
                               (Unaudited)

                                                              2000      1999
                                                               (In Thousands)
<S>                                                         <C>        <C>
                 CURRENT ASSETS
Cash and cash equivalents                                     $4,243     $4,454
Accounts receivable:
  Customer                                                    24,254     28,658
  Allowance for doubtful accounts                               (846)      (846)
  Associated companies                                           724        404
  Other                                                        6,694      6,225
  Accrued unbilled revenues                                   26,057     19,820
                                                            --------   --------
    Total receivables                                         56,883     54,261
                                                            --------   --------
Deferred fuel costs                                           30,976     14,483
Fuel inventory - at average cost                               1,373      3,293
Materials and supplies - at average cost                       9,613     10,127
Rate deferrals                                                18,659     24,788
Prepayments and other                                          8,634      2,528
                                                            --------   --------
TOTAL                                                        130,381    113,934
                                                            --------   --------

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

                  UTILITY PLANT
Electric                                                     551,596    541,525
Natural gas                                                  135,838    133,568
Construction work in progress                                 33,741     29,780
                                                            --------   --------
TOTAL UTILITY PLANT                                          721,175    704,873
Less - accumulated depreciation and amortization             392,316    382,797
                                                            --------   --------
UTILITY PLANT - NET                                          328,859    322,076
                                                            --------   --------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Rate deferrals                                               4,627     10,974
  Unamortized loss on reacquired debt                          1,080      1,187
  Other regulatory assets                                     38,016     33,039
Other                                                            822      1,277
                                                            --------   --------
TOTAL                                                         44,545     46,477
                                                            --------   --------

TOTAL ASSETS                                                $507,044   $485,746
                                                            ========   ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2000 and December 31, 1999
                               (Unaudited)

                                                                 2000      1999
                                                                  (In Thousands)
<S>                                                            <C>        <C>
                CURRENT LIABILITIES
Accounts payable
  Associated companies                                          $18,046    $24,350
  Other                                                          41,521     28,261
Customer deposits                                                18,001     17,830
Taxes accrued                                                     2,777        429
Accumulated deferred income taxes                                15,030     10,863
Interest accrued                                                  4,538      4,956
Other                                                             6,399      5,524
                                                               --------   --------
TOTAL                                                           106,312     92,213
                                                               --------   --------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                40,156     43,878
Accumulated deferred investment tax credits                       6,122      6,378
SFAS 109 regulatory liability - net                              10,140      7,528
Other regulatory liabilities                                      1,141      1,753
Accumulated provisions                                            8,328      8,836
Other                                                             8,833      7,733
                                                               --------   --------
TOTAL                                                            74,720     76,106
                                                               --------   --------

Long-term debt                                                  169,116    169,083

                SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                             19,780     19,780
Common stock, $4 par value, authorized 10,000,000
  shares; issued 8,435,900 shares in 2000 and 1999               33,744     33,744
Paid-in capital                                                  36,294     36,294
Retained earnings                                                67,078     58,526
                                                               --------   --------
TOTAL                                                           156,896    148,344
                                                               --------   --------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $507,044   $485,746
                                                               ========   ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
                          ENTERGY NEW ORLEANS, INC.
                         SELECTED OPERATING RESULTS
         For the Three and Six Months Ended June 30, 2000 and 1999
                               (Unaudited)


                                       Three Months Ended  Increase/
             Description                2000       1999    (Decrease)     %
                                          (In Millions)

Electric Operating Revenues:
  Residential                            $36.7     $34.4         $2.3        7
  Commercial                              34.4      33.3          1.1        3
  Industrial                               5.1       5.5         (0.4)      (7)
  Governmental                            14.8      13.8          1.0        7
                                        ------    ------        -----
    Total retail                          91.0      87.0          4.0        5
  Sales for resale
     Associated companies                 10.9       1.6          9.3      581
     Non-associated companies              2.2       2.5         (0.3)     (12)
  Other                                   10.4      13.3         (2.9)     (22)
                                        ------    ------        -----
    Total                               $114.5    $104.4        $10.1       10
                                        ======    ======        =====
Billed Electric Energy
 Sales (GWH):
  Residential                              503       502            1        -
  Commercial                               550       556           (6)      (1)
  Industrial                                95       127          (32)     (25)
  Governmental                             264       263            1        -
                                        ------    ------        -----
    Total retail                         1,412     1,448          (36)      (2)
  Sales for resale
     Associated companies                  218        56          162      289
     Non-associated companies               35        49          (14)     (29)
                                        ------    ------        -----
    Total                                1,665     1,553          112        7
                                        ======    ======        =====

                                        Six Months Ended    Increase/
             Description                2000       1999    (Decrease)     %
                                           (In Millions)
Electric Operating Revenues:
  Residential                            $64.2     $59.0         $5.2        9
  Commercial                              68.1      64.1          4.0        6
  Industrial                              10.1      10.7         (0.6)      (6)
  Governmental                            28.9      26.6          2.3        9
                                        ------    ------        -----
    Total retail                         171.3     160.4         10.9        7
  Sales for resale
     Associated companies                 13.6       6.7          6.9      103
     Non-associated companies              4.4       4.5         (0.1)      (2)
  Other                                   11.5      12.8         (1.3)     (10)
                                        ------    ------        -----
    Total                               $200.8    $184.4        $16.4        9
                                        ======    ======        =====
Billed Electric Energy
 Sales (GWH):
  Residential                              876       866           10        1
  Commercial                             1,047     1,046            1        -
  Industrial                               186       242          (56)     (23)
  Governmental                             497       498           (1)       -
                                        ------    ------        -----
    Total retail                         2,606     2,652          (46)      (2)
  Sales for resale
     Associated companies                  301       288           13        5
     Non-associated companies               79        96          (17)     (18)
                                        ------    ------        -----
    Total                                2,986     3,036          (50)      (2)
                                        ======    ======        =====


<PAGE>

                    SYSTEM ENERGY RESOURCES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the three months ended June 30,  2000
compared to the three months ended June 30, 1999 primarily due to  an
increase in the effective tax rate.

      Net  income  increased for the six months ended June  30,  2000
compared  to  the  six months ended June 30, 1999  primarily  due  to
increased   operating  revenues  and  decreased   interest   charges,
partially offset by an increase in the effective tax rate.

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 six months ended June  30,  2000
as  compared  to  the same period in 1999 due to additional  reserves
recorded  in  the first quarter of 1999 for the potential  refund  of
tariffs  collected in System Energy's pending rate case before  FERC.
System  Energy's proposed rate increase, which is subject to  refund,
and FERC's recent decision in the proceeding, is discussed in Note  2
to the financial statements.

Other

Interest charges

      Interest  on  long-term debt decreased for the  three  and  six
months  ended  June  30,  2000 as a result  of  the  refinancing  and
redemption  of pollution control revenue bonds and the redemption  of
first mortgage bonds in 1999.

      Other interest decreased for the six months ended June 30, 2000
due  to an adjustment in the first quarter of 1999 to record interest
on the potential refund of System Energy's proposed rate increase.

Income taxes

      The  effective income tax rates for the three months ended June
30,  2000 and 1999 were 48.9% and 31.1%, respectively.  The effective
income tax rates for the six months ended June 30, 2000 and 1999 were
47.9% and 38.8%, respectively.  The increase was primarily due to the
amortization of investment tax credits related to Grand Gulf  Unit  2
affecting the 1999 tax rates.

<PAGE>
<TABLE>
<CAPTION>
                        SYSTEM ENERGY RESOURCES, INC.
                             INCOME STATEMENTS
        For the Three and Six Months Ended June 30, 2000 and 1999
                                (Unaudited)

                                                  Three Months Ended       Six Months Ended
                                                  2000        1999        2000         1999
                                                    (In Thousands)          (In Thousands)
<S>                                              <C>         <C>         <C>          <C>
             OPERATING REVENUES
Domestic electric                                $159,389    $159,505    $316,479     $300,122
                                                 --------    --------    --------     --------
             OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                      10,858      12,157      21,540       20,793
   Nuclear refueling outage expenses                3,690       3,505       6,904        7,011
   Other operation and maintenance                 23,059      22,547      38,332       40,992
Decommissioning                                     4,736       4,736       9,472        9,472
Taxes other than income taxes                       6,225       6,767      12,168       13,518
Depreciation and amortization                      27,875      27,559      55,931       56,419
Other regulatory charges - net                     16,051      13,540      30,796       29,385
                                                 --------    --------    --------     --------
TOTAL                                              92,494      90,811     175,143      177,590
                                                 --------    --------    --------     --------

OPERATING INCOME                                   66,895      68,694     141,336      122,532
                                                 --------    --------    --------     --------

                OTHER INCOME
Allowance for equity funds used during construction   374         648       1,106        1,313
Miscellaneous - net                                 5,096       4,145       9,192        8,204
                                                 --------    --------    --------     --------
TOTAL                                               5,470       4,793      10,298        9,517
                                                 --------    --------    --------     --------

         INTEREST AND OTHER CHARGES
Interest on long-term debt                         22,636      25,270      46,762       51,099
Other interest - net                                7,298       5,891      14,141       32,642
Allowance for borrowed funds used
  during construction                                (177)       (466)       (653)      (1,017)
                                                 --------    --------    --------     --------
TOTAL                                              29,757      30,695      60,250       82,724
                                                 --------    --------    --------     --------

INCOME BEFORE INCOME TAXES                         42,608      42,792      91,384       49,325

Income taxes                                       20,822      13,309      43,811       19,142
                                                 --------    --------    --------     --------

NET INCOME                                        $21,786     $29,483     $47,573      $30,183
                                                 ========    ========    ========     ========

See Notes to Financial Statements.

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

                         SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2000 and 1999
                                  (Unaudited)

                                                                      2000         1999
                                                                        (In Thousands)
<S>                                                                   <C>          <C>
                    OPERATING ACTIVITIES
Net income                                                            $47,573      $30,183
Noncash items included in net income:
  Reserve for regulatory adjustments                                   37,751       82,492
  Other regulatory charges - net                                       30,796       29,385
  Depreciation, amortization, and decommissioning                      65,403       65,891
  Deferred income taxes and investment tax credits                    (39,621)     (62,462)
  Allowance for equity funds used during construction                  (1,106)      (1,313)
Changes in working capital:
  Receivables                                                         186,754      (59,956)
  Accounts payable                                                    (14,193)      25,103
  Taxes accrued                                                         2,751       45,944
  Interest accrued                                                     (9,375)      (7,686)
  Other working capital accounts                                       12,218        3,149
Provision for estimated losses and reserves                              (106)        (228)
Changes in other regulatory assets                                     19,298       11,889
Other                                                                 (13,084)      12,630
                                                                     --------     --------
Net cash flow provided by operating activities                        325,059      175,021
                                                                     --------     --------

                    INVESTING ACTIVITIES
Construction expenditures                                             (24,557)     (11,200)
Allowance for equity funds used during construction                     1,106        1,313
Decommissioning trust contributions and realized
    change in trust assets                                            (11,544)     (11,264)
                                                                     --------     --------
Net cash flow used in investing activities                            (34,995)     (21,151)
                                                                     --------     --------

                    FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                                            -      101,862
Retirement of:
  Long-term debt                                                       (2,947)    (182,884)
Dividends paid:
  Common stock                                                        (47,000)     (32,500)
                                                                     --------     --------
Net cash flow used in financing activities                            (49,947)    (113,522)
                                                                     --------     --------

Net increase in cash and cash equivalents                             240,117       40,348

Cash and cash equivalents at beginning of period                       35,152      236,841
                                                                     --------     --------

Cash and cash equivalents at end of period                           $275,269     $277,189
                                                                     ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                                $54,870      $70,231
  Income taxes                                                        $37,045      $19,744
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                          $199        ($792)

See Notes to Financial Statements.

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

                        SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                                  ASSETS
                    June 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                 2000        1999
                                                                  (In Thousands)
<S>                                                           <C>          <C>
                  CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                               $39         $136
  Temporary cash investments - at cost,
    which approximates market                                    275,230       35,016
                                                              ----------   ----------
        Total cash and cash equivalents                          275,269       35,152
                                                              ----------   ----------
Accounts receivable:
  Associated companies                                           113,845      301,287
  Other                                                            1,358          670
                                                              ----------   ----------
    Total receivables                                            115,203      301,957
                                                              ----------   ----------
Materials and supplies - at average cost                          50,541       61,264
Deferred nuclear refueling outage costs                           14,161       18,665
Prepayments and other                                              5,114        2,251
                                                              ----------   ----------
TOTAL                                                            460,288      419,289
                                                              ----------   ----------

          OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                      147,127      135,384
                                                              ----------   ----------

                   UTILITY PLANT
Electric                                                       3,062,317    3,060,324
Property under capital lease                                     444,850      434,993
Construction work in progress                                     71,196       58,510
Nuclear fuel under capital lease                                  63,231       78,020
                                                              ----------   ----------
TOTAL UTILITY PLANT                                            3,641,594    3,631,847
Less - accumulated depreciation and amortization               1,371,577    1,312,559
                                                              ----------   ----------
UTILITY PLANT - NET                                            2,270,017    2,319,288
                                                              ----------   ----------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                221,668      242,834
  Unamortized loss on reacquired debt                             53,980       56,474
  Other regulatory assets                                        187,779      185,910
Other                                                              9,351        9,869
                                                              ----------   ----------
TOTAL                                                            472,778      495,087
                                                              ----------   ----------

TOTAL ASSETS                                                  $3,350,210   $3,369,048
                                                              ==========   ==========
See Notes to Financial Statements.

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

                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                    June 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                    2000        1999
                                                                     (In Thousands)
<S>                                                              <C>          <C>
                 CURRENT LIABILITIES
Currently maturing long-term debt                                   $91,800      $77,947
Accounts payable
  Associated companies                                                1,372       15,237
  Other                                                              18,142       18,470
Taxes accrued                                                        58,134       55,383
Accumulated deferred income taxes                                     5,378        7,162
Interest accrued                                                     30,624       40,000
Obligations under capital leases                                     38,421       38,421
Other                                                                 1,505        1,651
                                                                 ----------   ----------
TOTAL                                                               245,376      254,271
                                                                 ----------   ----------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                   435,323      481,945
Accumulated deferred investment tax credits                          91,254       93,219
Obligations under capital leases                                     24,809       39,599
FERC settlement - refund obligation                                  34,143       37,337
Other regulatory liabilities                                         96,481       73,313
Decommissioning                                                     141,048      129,503
Regulatory reserves                                                 305,521      267,771
Accumulated provisions                                                1,910        2,016
Other                                                                16,475       16,014
                                                                 ----------   ----------
TOTAL                                                             1,146,964    1,140,717
                                                                 ----------   ----------

Long-term debt                                                    1,065,817    1,082,579

                 SHAREHOLDERS' EQUITY
Common stock, no par value, authorized 1,000,000
 shares; issued and outstanding 789,350 shares in 2000
 and 1999                                                           789,350      789,350
Retained earnings                                                   102,703      102,131
                                                                 ----------   ----------
TOTAL                                                               892,053      891,481
                                                                 ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $3,350,210   $3,369,048
                                                                 ==========   ==========
See Notes to Financial Statements.


</TABLE>
<PAGE>

                ENTERGY CORPORATION AND SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS
                             (Unaudited)

NOTE 1.  COMMITMENTS AND CONTINGENCIES

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

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

Sales Warranties and Indemnities  (Entergy Corporation)

      See  Note  9 to the financial statements 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 to the financial statements 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, Grand Gulf  1,
and Pilgrim.

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 for September 2000.
On  July 21, 2000, ANO   2   went   offline   to  conduct  additional
inspections  on  the  steam  generator tubes as requested by the NRC.
Management expects that ANO 2 will go back online in mid-August 2000.

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 in periodic negotiations with
the  U.S.  Environmental  Protection  Agency  and  state  authorities
regarding  the  cleanup of certain of these sites.  As  of  June  30,
2000,  a  remaining recorded liability of approximately $17.7 million
existed  related  to  the  cleanup 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.  Completion of this work is awaiting  LDEQ
approval.   LDEQ  has issued notices of deficiencies for  certain  of
these sites.  Additional notices of deficiencies are expected in  the
third  quarter  of  2000.  Recorded liabilities  in  the  amounts  of
$5.8 million and $0.5 million existed at June 30, 2000 for wastewater
upgrades  and closures for Entergy Louisiana and Entergy New Orleans,
respectively.   Management  of  Entergy  Louisiana  and  Entergy  New
Orleans   believe  these  reserves  are  adequate  based  on  current
estimates.

City Franchise Ordinances  (Entergy New Orleans)

      Entergy  New Orleans provides electric and gas service  in  the
City   of  New  Orleans  pursuant  to  franchise  ordinances.   These
ordinances  contain  a  continuing option for the  City  to  purchase
Entergy New Orleans' electric and gas utility properties.

Waterford 3 Lease Obligations  (Entergy Louisiana)

      On  September  28, 1989, Entergy Louisiana entered  into  three
separate  but substantially identical transactions for the  sale  and
leaseback of undivided interests (aggregating approximately 9.3%)  in
Waterford  3,  which were refinanced in 1997.  Entergy  Louisiana  is
obligated  under certain circumstances 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 financial statements in
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 on the  basis  of
age,  race,  and/or  sex.   The defendant  companies  are  vigorously
defending  these  suits  and deny any liability  to  the  plaintiffs.
However, no assurance can be given as to the outcome of these cases.

Reimbursement Agreement  (System Energy)

      Under  a  bank  letter  of credit and reimbursement  agreement,
System  Energy  has agreed to a number of covenants relating  to  the
maintenance  of  certain  capitalization and  fixed  charge  coverage
ratios.   System Energy agreed, during the term of the agreement,  to
maintain   its   equity  at  not  less  than  33%  of  its   adjusted
capitalization  (defined in the agreement to include certain  amounts
not included in capitalization for financial statement purposes).  In
addition,  System Energy must maintain, with respect to  each  fiscal
quarter  during  the term of the agreement, a ratio of  adjusted  net
income to interest expense (calculated, in each case, as specified in
the agreement) of at least 1.60 times earnings.  System Energy was in
compliance with the above covenants at June 30, 2000.  See Note 9  to
the financial statements in 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 proceedings discussed elsewhere herein and
in  the  Form  10-K, Entergy and the domestic utility  companies  are
involved  in  a number of other legal proceedings and claims  in  the
ordinary  course of their businesses.  While management is unable  to
predict  the outcome of these other legal proceedings and claims,  it
is  not  expected  that  their  ultimate resolution  individually  or
collectively  will have a material adverse effect on the  results  of
operations, cash flows, or financial condition of these entities.


NOTE 2.   RATE AND REGULATORY MATTERS

Electric Industry Restructuring

     Previous   developments  and  information  related  to  electric
industry  restructuring  are presented in Note  2  to  the  financial
statements in the Form 10-K.

Arkansas

(Entergy Corporation and Entergy Arkansas)

      As  discussed in Note 2 to the financial statements in the Form
10-K,  in April 1999 the Arkansas legislature enacted a law providing
for  competition in the electric utility industry through retail open
access  on January 1, 2002. When retail open access is achieved,  the
generation  operations  will  become  a  competitive  business,   but
transmission  and  distribution  operations  will  continue   to   be
regulated.  The APSC may delay implementation of retail open  access,
but not beyond June 30, 2003.

     The  implementation  of  the Arkansas  retail  open  access  law
through  rulemakings  and  company filings is  ongoing.   Rulemakings
associated with energy service provider licensing rules and affiliate
rules  have  been  completed.  In June 2000, the APSC  declared  that
billing would become a competitive service at the beginning of retail
open access.  Entergy Arkansas filed a functional, but not corporate,
unbundling plan with the APSC on August 8, 2000.  The plan  initially
establishes separate business units for distribution, generation, and
a  new  retail  energy service provider.  The plan  contemplates  the
transfer of transmission assets to the Transco discussed in the  Form
10-K in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT
FACTORS  AND  KNOWN  TRENDS."   The  functional  unbundling  plan  is
tentative because the regulatory requirements to implement the retail
open  access law have not been finalized, and changes to the  details
of the plan are likely.

     In  June 2000, Entergy Arkansas filed an application to continue
the  stranded  cost  mitigation  efforts  agreed  upon  in  the  1997
settlement agreement approved by the APSC.  These mitigation  efforts
include the funding of a transition cost account with excess earnings
to  offset future stranded costs and the accelerated amortization  of
Entergy  Arkansas' share of the Grand Gulf purchased power obligation
under the Unit Power Sales Agreement.  The filing included an updated
stranded   cost  estimate  intended  to  support  Entergy   Arkansas'
recommendation  that  the mitigation efforts  continue.   The  filing
presents  an  estimated  range  of  stranded  costs  based  upon  the
comparison  of  possible  generation  asset  market  values  to   the
generation  assets'  book  values and contractual  obligations.   The
range of possible generation asset market values used in the estimate
was  determined  using generation asset sales in other jurisdictions.
The  estimated range of stranded costs in Arkansas set forth  in  the
filing is $254 million to $1.64 billion.

Texas

(Entergy Corporation and Entergy Gulf States)

     As  discussed in Note 2 to the financial statements in the  Form
10-K, in June 1999 the Texas legislature enacted a law providing  for
competition  in  the  electric utility industry through  retail  open
access.   The  law provides for retail open access by  most  electric
utilities,  including Entergy Gulf States, on January 1, 2002.   When
retail  open access is achieved, the generation business  and  a  new
retail   electricity   provider  function  will  become   competitive
businesses,   but  transmission  and  distribution  operations   will
continue to be regulated.  The new retail provider function  will  be
the  primary  point of contact with the customers for  most  services
beyond  initiation  of  electric service and restoration  of  service
following outages.

     In   January  2000,  as  required  by  the  Texas  restructuring
legislation,  Entergy  Gulf States filed a business  separation  plan
with  the  PUCT, which was amended in June 2000.  The  plan  provided
that,  by  January  2002,  Entergy Gulf States  would  ultimately  be
divided  into  a  Texas  distribution company, a  Texas  transmission
company,  a  Texas  generation company, a  Texas  retail  electricity
provider,  and  a Louisiana company that will encompass distribution,
generation,  and  transmission operations.  In July  2000,  the  PUCT
issued  an  interim order to approve the amended business  separation
plan.  The plan provides that the Louisiana company would retain  the
liability  for all debt obligations of Entergy Gulf States  and  that
the  property of the Texas companies would be released from the  lien
of  Entergy Gulf States' mortgage.  Each of the Texas companies would
assume  a  portion  of Entergy Gulf States' debt  obligations,  which
assumptions  would  not  act  to  release  the  Louisiana   company's
obligations.  Each of the Texas companies would also grant a lien  on
properties   in  favor  of  the  Louisiana  company  to  secure   its
obligations  to  the  Louisiana company in  respect  of  the  assumed
obligations.   In addition, under the plan Entergy Gulf  States  will
refinance or retire existing debt through 2004.  Regulatory approvals
from FERC, the SEC, and the LPSC will be required before the business
separation  plan  can be implemented.  Remaining business  separation
issues  in  Texas will be addressed in the unbundled costs proceeding
before  the  PUCT.   The  LPSC has opened a docket  to  identify  the
changes  in  corporate structure of Entergy Gulf  States,  and  their
potential  impact  on  Louisiana retail  ratepayers,  resulting  from
restructuring  in  Texas  and Arkansas.  Entergy  Gulf  States  filed
testimony  in  that  proceeding  in  August  2000  and  hearings  are
scheduled in February 2001.

     On   March   31,  2000,  pursuant  to  the  Texas  restructuring
legislation,  Entergy Gulf States filed cost data with the  PUCT  for
its  unbundled  business  functions  and  proposed  tariffs  for  its
unbundled  distribution utility.  In the filing, Entergy Gulf  States
is  seeking  approval  for  recovery of the  following,  among  other
things:

     o the unbundled distribution utility's cost of service;
     o a 12% return on equity for the unbundled distribution utility;
       and
     o a ten-year non-bypassable charge to recover estimated stranded
       costs and a non-bypassable charge to recover nuclear decommissioning
       costs.

     At  a  prehearing  conference held in April 2000,  a  procedural
schedule  for  the  case was established, calling for  a  hearing  in
January  2001.   Management  cannot  predict  the  outcome  of   this
proceeding.   In connection with unbundled cost filings made  by  all
Texas  investor-owned  utilities, the  PUCT  has  opened  a  "generic
docket"  to determine issues that may be resolved on an industry-wide
basis  before  the individual utility hearings begin.   These  issues
include  updating gas prices to be used in the model  established  by
the  PUCT  for estimating stranded costs and incentive mechanisms  to
enhance the authorized rate of return.

Federal  Regulatory Activity  (Entergy Corporation, Entergy Arkansas,
Entergy  Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy
New Orleans, and System Energy)

     In  April 2000, the LPSC and the Council filed a complaint  with
FERC  seeking revisions to the System Agreement that they allege  are
necessary  to  accommodate the introduction of retail competition  in
Texas  and  Arkansas, where Entergy Gulf States and Entergy  Arkansas
provide utility service, and to protect Entergy's Louisiana customers
from  any  adverse impact that may occur due to the  introduction  of
such  retail  competition in some jurisdictions but not  others.  The
LPSC  and  the  Council  request that FERC  immediately  institute  a
proceeding to permit changes to be adopted prior to January 1,  2002,
and  request, among other things, that FERC cap certain of the System
Agreement obligations of Entergy Gulf States, Entergy Louisiana,  and
Entergy New Orleans and fix these companies' access to pool energy at
the average level existing for the three years prior to the date that
retail access is initiated in Texas and Arkansas.  Alternatively, the
LPSC  and  the Council request that FERC require Entergy  to  provide
wholesale power contracts to these companies to satisfy their  energy
requirements  at  costs no higher than would have  been  incurred  if
retail  competition were not implemented.  The LPSC and  the  Council
request  that the relief be made available for at least  eight  years
after  implementation  of retail competition  or  the  withdrawal  of
Entergy  Arkansas and Entergy Gulf States from the System  Agreement,
or  until  retail access is implemented in Louisiana and New Orleans.
In  addition, among other things, the LPSC and the Council assert  in
their complaint that:

     o unless  the requested relief is granted, the restructuring
       legislation adopted in Texas and Arkansas, to the extent  such
       legislation requires, or has the effect of, altering the rights of
       parties under the System Agreement, will result in violations of the
       interstate  commerce clause, the due process clause,  and  the
       impairment of contracts clause in the U.S. Constitution; and
     o the failure of the domestic utility companies to honor a right
       of first refusal with respect to any sale of generating capacity and
       associated energy under the System Agreement, and any attempt to
       eliminate such right of first refusal from the System Agreement,
       would violate the Federal Power Act and constitute a breach of the
       System Agreement.

     In   June  2000,  Entergy's  domestic  utility  companies  filed
proposed  amendments to the System Agreement with FERC to  facilitate
the implementation of retail competition in Arkansas and Texas and to
provide  for  continued  equalization of  costs  among  the  domestic
utilities  in Louisiana and Mississippi.  The amendments provide  the
following:

     o cessation  of participation in all aspects of  the  System
       Agreement, other than those related to transmission equalization,
       for any jurisdictional division of a domestic utility operating
       in a jurisdiction that initiates retail access;
     o certain sections of the System Agreement will no longer apply to
       the sales of generating capacity, whether through the sale of
       the asset or the output thereof, by a domestic utility operating
       in a jurisdiction that has established a date by which it will
       implement retail access; and
     o modification of the service schedule developed to track changes
       in energy costs resulting from the Entergy-Gulf States Utilities
       merger to include one final true-up of fuel costs upon cessation
       of one company's participation in the System Agreement, which
       thereafter will no longer be applicable for any purpose.

     Entergy  believes that the proceedings relating to the  proposed
amendments serve as a response to the complaint by the LPSC  and  the
Council  and  anticipates that the proceedings would be consolidated.
In  response  to  Entergy's proposal, the LPSC and the  Council  have
requested that FERC dismiss the proposed amendments and proceed  with
the   complaint  proceedings.   Several  other  parties   have   also
intervened  in  the  proceeding.  In the event that  the  proceedings
relating to the proposed amendments proceed, the LPSC and the Council
have  asserted  that  the charges to the domestic  utility  companies
under  the  Unit  Power  Sales Agreement  need  to  be  reconsidered.
Entergy has requested an expedited hearing on the proposed amendments
and  that  FERC  issue  a  final decision  by  October  1,  2001.   A
procedural  schedule has not been established.  Neither  the  timing,
nor  the  ultimate  outcome  of these  proceedings  at  FERC  can  be
predicted at this time.

Retail Rate Proceedings

      Previous  developments and information related to  retail  rate
proceedings  are presented in Note 2 to the financial  statements  in
the Form 10-K.

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

     In  March 2000, Entergy Arkansas filed its annually redetermined
energy cost recovery (ECR) rate with the APSC in accordance with  the
energy  cost  recovery rider formula.  The filing reflected  that  an
increase  was warranted to collect an under-recovery of energy  costs
for  1999.   The increased ECR rate is effective April  2000  through
March 2001.

     As  discussed in Note 2 to the financial statements in the  Form
10-K,  Entergy Arkansas is operating under the terms of a  settlement
agreement  approved  by the APSC in December  1997  that  allows  the
collection  of  excess  earnings in a transition  cost  account.   An
adjustment  was  made  to the transition cost  account  in  May  2000
resulting  in  a  negative net income impact of  $4.4  million  ($2.7
million  after tax).  Interest of $2.6 million ($1.6 million  net  of
tax)  was also recorded in the transition cost account for the  first
six  months of 2000.  The results of operations reflect these charges
in operating expenses.

Filings with the PUCT and Texas Cities

PUCT Fuel Cost Review  (Entergy Corporation and Entergy Gulf States)

     As determined in the settlement agreement discussed in Note 2 to
the  financial  statements  in the Form  10-K,  Entergy  Gulf  States
adopted a methodology for calculating its fixed fuel factor based  on
the  market price of natural gas.  This calculation and any necessary
adjustments  occur  semi-annually and will  continue  until  December
2001.

     The  amounts  collected under Entergy Gulf  States'  fixed  fuel
factor  through  December  2001 are subject  to  fuel  reconciliation
proceedings  before  the PUCT, including a fuel  reconciliation  case
filed by Entergy Gulf States in July 1999.  In February 2000, Entergy
Gulf  States reached a settlement with all but one of the parties  to
that  proceeding.  Entergy Gulf States reconciled approximately  $731
million  (after excluding approximately $14 million related to  Cajun
issues  to  be  handled  in  a subsequent  proceeding)  of  fuel  and
purchased  power costs.  The settlement reduces Entergy Gulf  States'
requested  surcharge in the reconciliation filing from $14.7  million
to  $2.2  million.   This  settlement was approved  by  the  PUCT  in
April  2000,  confirming an interim order that allowed  Entergy  Gulf
States  to  begin the recovery of the $2.2 million surcharge  between
April 2000 and January 2001.  In addition, Entergy Gulf States agreed
to  file a fuel reconciliation case by January 12, 2001 covering  the
period  from March 1, 1999 through August 31, 2000.  The decrease  in
the  requested surcharge was recorded in March 2000 and is  reflected
in Entergy Gulf States' operating income.

     In September 1999, the PUCT approved the final adjustment of the
rate  refunds  ordered as a result of Entergy Gulf  States'  November
1996  rate  case.  These refunds were completed in the  October  1999
billing  month.   Pursuant to the September  1999  order,  a  true-up
proceeding  was  initiated, which required  Entergy  Gulf  States  to
refund  an  additional  $25 million.  This refund  was  concluded  in
December 1999.  The PUCT approved the final refund and concluded  the
proceeding in June 2000.

     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 incurred from March  1999
through  July  1999.   In  December  1999,  the  PUCT  approved   the
collection  of  $33.9  million  over a  five-month  period  beginning
January 2000.  An administrative appeal of the interim fuel surcharge
was  filed  by certain cities in Travis County District  Court.   The
fuel and purchased power expenses contained in this surcharge will be
subject to future fuel reconciliation proceedings.

Filings with the LPSC

Annual  Earnings  Reviews   (Entergy  Corporation  and  Entergy  Gulf
States)

      In  June  2000, the LPSC approved a settlement between  Entergy
Gulf  States  and  the  LPSC staff to refund $83  million,  including
interest,  resolving  refund issues in Entergy Gulf  States'  second,
third,  fourth, and fifth post-Merger earnings reviews by  the  LPSC.
The  refund, for which adequate reserves have been made,  will  occur
over a three-month period beginning July 2000.

     In May 2000, Entergy Gulf States filed its seventh 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.
Entergy  Gulf  States also is proposing that the  allowed  return  on
common equity be increased to 11.60%.  A procedural schedule has  not
yet been established by the LPSC.

Formula Rate Plan Filings (Entergy Corporation and Entergy Louisiana)

      In  April  1999, Entergy Louisiana submitted its fourth  annual
performance-based rate plan filing for the 1998 test  year.   A  rate
reduction  of $15 million was implemented effective August  1,  1999.
In  May  2000,  the  LPSC ordered an additional $6.4  million  refund
effective  April 2000.  Entergy Louisiana has provided  reserves  for
these  refunds.   In addition, the LPSC extended Entergy  Louisiana's
formula rate plan for an additional year with the last filing  to  be
made on April 15, 2001.

      In  May  2000,  Entergy Louisiana submitted  its  fifth  annual
performance-based  rate  plan filing for the  1999  test  year.   The
filing  indicated that a $24.8 million base rate reduction  might  be
appropriate   for  implementation  effective  August  2000.   Entergy
Louisiana  is proposing to increase prospectively the allowed  return
on  common equity from 10.5% to 11.6%, which would reduce the  amount
of  any  rate reduction implemented. This filing will be  subject  to
review  by  the  LPSC.   A  procedural  schedule  has  not  yet  been
established by the LPSC.

Fuel Adjustment Clause Litigation

(Entergy Corporation and Entergy Louisiana)

      In  May  1998, a group of ratepayers filed a complaint  against
Entergy  Corporation, Entergy Power, and Entergy Louisiana  in  state
court  in  Orleans  Parish  purportedly  on  behalf  of  all  Entergy
Louisiana ratepayers.  The plaintiffs seek treble damages for alleged
injuries  arising  from  alleged  violations  by  the  defendants  of
Louisiana's  antitrust laws in connection with the costs included  in
fuel  filings with the LPSC and passed through to ratepayers.   Among
other things, the plaintiffs allege that Entergy Louisiana improperly
introduced  certain costs into the calculation of the  fuel  charges,
including  high-cost  electricity  imprudently  purchased  from   its
affiliates  and high-cost gas imprudently purchased from  independent
third  party  suppliers.   In addition, plaintiffs  seek  to  recover
interest  and  attorney's fees.  Exceptions were  filed  by  Entergy,
asserting that this dispute should be litigated before the  LPSC  and
FERC.  At the appropriate time, if necessary, Entergy will raise  its
defenses  to  the antitrust claims.  At present, the  suit  in  state
court is stayed by stipulation of the parties.

      Plaintiffs  also requested that the LPSC initiate a  review  of
Entergy Louisiana's monthly fuel adjustment charge filings and  force
restitution  to  ratepayers of all costs that the  plaintiffs  allege
were  improperly included in those fuel adjustment filings.  Marathon
Oil Company and Louisiana Energy Users Group have also intervened  in
the LPSC proceeding.  Discovery at the LPSC has been conducted and is
expected  to continue.  Direct testimony was filed with the  LPSC  by
plaintiffs and the intervenors in July 1999.  In their testimony  for
the period 1989 through 1998, plaintiffs purport to quantify many  of
their claims in an amount totaling $544 million, plus interest.   The
plaintiffs will likely assert additional damages for the period  1974
through  1988.  The Entergy companies filed responsive  and  rebuttal
testimony  in  September 1999.  Rebuttal testimony by the  plaintiffs
and intervenors was filed in November 1999.

      Entergy  Louisiana and the staff of the LPSC  have  reached  an
agreement  in principle for the settlement of the matter  before  the
LPSC.   The  terms of the proposed settlement have not  as  yet  been
agreed  to  by  other  parties to the LPSC proceeding,  and  must  be
approved by the LPSC after any parties contesting the settlement  are
afforded  the  opportunity for a hearing.   Entergy  Louisiana  would
agree  under  the  proposed settlement terms to refund  to  customers
approximately  $72 million to resolve all claims arising  out  of  or
relating  to Entergy Louisiana's fuel adjustment clause filings  from
January  1,  1975 through December 31, 1999, except with  respect  to
purchased  power and associated costs included in the fuel adjustment
clause  filings  for  the period May 1 through  September  30,  1999.
Reserves  were  previously  provided by  Entergy  Louisiana  for  the
refund.   If  the proposed settlement is approved, Entergy  Louisiana
would also consent to future fuel cost recovery under a long-term gas
contract  based on a formula that would likely result  in  an  under-
recovery of actual costs under that contract for the remainder of its
term,  which runs through 2013.  The future under-recovery cannot  be
precisely estimated at this time because it will depend upon  factors
that are not certain, such as the price of gas and the amount of  gas
purchased  under  the long-term contract.  In recent  years,  Entergy
Louisiana  has made purchases under that contract totaling  from  $91
million to $121 million annually.  Had the proposed settlement  terms
been  applicable to such purchases, the under-recoveries  would  have
ranged  from  $4  million to $9 million per year.  Hearings  in  this
proceeding  are  scheduled  for September 2000,  which  will  include
consideration of the proposed settlement.

     In  its  intervention, Marathon Oil Company and Louisiana Energy
Users Group requested that the LPSC review the prudence of a contract
entered into by Entergy Louisiana to purchase energy generated  by  a
hydroelectric facility known as the Vidalia project through the  year
2031.   Note 9 to the financial statements in the Form 10-K  contains
further  discussions  of  the  obligations  related  to  the  Vidalia
project.   By orders entered by the LPSC in 1985 and 1990,  the  LPSC
approved  Entergy  Louisiana's entry into the  Vidalia  contract  and
Entergy  Louisiana's  right to recover, through the  fuel  adjustment
clause,  the costs of power purchased thereunder.  Additionally,  the
wholesale  electric rates under the Vidalia power  purchase  contract
were  filed at FERC.  In December 1999, the LPSC instituted a  review
of  the  following  issues relating to the Vidalia project:  (i)  the
LPSC's   jurisdiction   over  the  Vidalia  project;   (ii)   Entergy
Louisiana's   management   of   the   Vidalia   contract,   including
opportunities to restructure or otherwise reform the contract;  (iii)
the  appropriateness of Entergy Louisiana's recovery of 100%  of  the
Vidalia  contract costs from ratepayers; (iv) the appropriateness  of
the  fuel adjustment clause as the method for recovering all or  part
of  the  Vidalia  contract  costs;  (v)  the  appropriate  regulatory
treatment  of  the  Vidalia contract in the event the  LPSC  approves
implementation  of  retail competition; and (vi) Entergy  Louisiana's
communication  of  pertinent information to the  LPSC  regarding  the
Vidalia  project and contract.  Based on its review,  the  LPSC  will
determine whether it should disallow any of the costs of the  Vidalia
project included in the fuel adjustment clause.

      In  March 2000, Entergy Louisiana filed testimony in this  sub-
docket  asserting  that the prudence of the Vidalia contract  already
has  been  approved by final orders of the LPSC and that recovery  of
all  amounts paid by Entergy Louisiana related to the Vidalia project
pursuant to the FERC-filed rate is appropriate.  Direct testimony was
filed by intervenor Marathon Oil Company in May 2000 and by the  LPSC
staff  and intervenor Louisiana Energy Users Group in July 2000.   In
its  testimony  the  LPSC staff alleges that  Entergy  Louisiana  was
imprudent for not declaring to the LPSC that the Vidalia project  had
become  uneconomic and not threatening to block the Vidalia project's
owners'  July 30, 1990 request that the LPSC clarify the LPSC's  1985
order (approving the Entergy Louisiana/Vidalia project power purchase
agreement), unless the Vidalia project's owners' shared with  Entergy
Louisiana's ratepayers some portion of what the LPSC staff quantifies
as  approximately  $90 million of tax consequences available  to  the
project.   The LPSC staff's testimony does not quantify how  much  of
the  potential tax savings Entergy Louisiana should have demanded  in
exchange  for  not attempting to block the Vidalia project's  owners'
request  for  clarification;  however, that  testimony  does  suggest
various  alternatives  by  which some portion  of  the  $90  million,
perhaps  $45  million plus interest since 1990, could be returned  to
the  ratepayers.   The  direct testimony of the intervenor  Louisiana
Energy  Users Group alleges that Entergy Louisiana was imprudent  for
not  attempting to block the Vidalia project's owners' July 30,  1990
request  that  the LPSC clarify the LPSC's 1985 order  approving  the
Entergy  Louisiana/Vidalia project power purchase agreement; however,
that  intervenor  does not quantify the amount of damage  alleged  to
have been caused by this alleged imprudence. The direct testimony  of
the  intervenor Marathon Oil Company alleges with respect to  Entergy
Louisiana  that imprudent Vidalia project costs should be  disallowed
and that Entergy Louisiana's customers should not be charged 100%  of
the  Vidalia  costs.  It is anticipated that hearings  in  this  sub-
docket  concerning the Vidalia contract will be completed by the  end
of 2000.

(Entergy Corporation and Entergy New Orleans)

      In  April 1999, a group of ratepayers filed a complaint against
Entergy  New  Orleans,  Entergy Corporation,  Entergy  Services,  and
Entergy Power in state court in Orleans Parish purportedly on  behalf
of  all  Entergy New Orleans ratepayers.  The plaintiffs seek  treble
damages  for  alleged  injuries arising from the defendants'  alleged
violations  of Louisiana's antitrust laws in connection with  certain
costs passed on to ratepayers in Entergy New Orleans' fuel adjustment
filings  with  the  Council.  In particular, plaintiffs  allege  that
Entergy  New  Orleans  improperly  included  certain  costs  in   the
calculation  of fuel charges and that Entergy New Orleans imprudently
purchased  high-cost fuel from other Entergy affiliates.   Plaintiffs
allege  that  Entergy  New  Orleans and the other  defendant  Entergy
companies  conspired  to make these purchases  to  the  detriment  of
Entergy  New  Orleans'  ratepayers and to the  benefit  of  Entergy's
shareholders, in violation of Louisiana's antitrust laws.  Plaintiffs
also seek to recover interest and attorney's fees.  Exceptions to the
plaintiffs' allegations were filed by Entergy, asserting, among other
things,  that jurisdiction over these issues rests with  the  Council
and  FERC.  If necessary, at the appropriate time, Entergy will  also
raise its defenses to the antitrust claims.  At present, the suit  in
state court is stayed by stipulation of the parties.

      Plaintiffs also filed this complaint with the Council in  order
to initiate a review by the Council of their allegations and to force
restitution  to  ratepayers of all costs they allege were  improperly
and  imprudently included in the fuel adjustment filings.   Discovery
has  begun  in  the proceedings before the Council.  In  April  2000,
testimony  was filed on behalf of the plaintiffs in this  proceeding.
The  testimony asserts, among other things, that Entergy New  Orleans
and  other  defendants  have engaged in fuel  procurement  and  power
purchasing  practices  that  could  have  resulted  in  New   Orleans
customers being overcharged by more than $45 million over a period of
years.   However, it is not clear precisely what periods and  damages
are being alleged.  Entergy intends to defend this matter vigorously,
both  in court and before the Council.  The ultimate outcome  of  the
lawsuit and the Council proceeding cannot be predicted at this time.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

       In  March  2000,  Entergy  Mississippi  submitted  its  annual
performance-based formula rate plan filing for the  1999  test  year.
The  filing indicated that no change in rate levels was warranted and
the current rate levels remain in effect.

Purchased  Power  for  Summer  2000  (Entergy  Corporation,   Entergy
Arkansas,   Entergy   Gulf   States,   Entergy   Louisiana,   Entergy
Mississippi, and Entergy New Orleans)

     The domestic utility companies filed applications with the APSC,
the  LPSC, the MPSC, and the Council to approve the sale of power  by
Entergy  Gulf States from its unregulated, undivided 30% interest  in
River  Bend  formerly  owned by Cajun to the other  domestic  utility
companies  during  the  summer of 2000.  In  addition,  Entergy  Gulf
States  and Entergy Louisiana filed an application with the LPSC  for
authorization  to  purchase capacity and electric  power  from  third
parties  for  the summer of 2000.  The commissions and  Council  have
approved  the  applications, with a reservation  of  their  right  to
review   the   prudence   of  the  purchases  and   the   appropriate
catagorization of the costs as either capacity or energy charges  for
purposes of recovery.

Proposed  Rate  Increase   (Entergy  Corporation,  Entergy  Arkansas,
Entergy  Louisiana,  Entergy Mississippi, Entergy  New  Orleans,  and
System Energy)

      As  discussed in Note 2 to the financial statements in the Form
10-K,  System Energy applied to FERC in May 1995 for a $65.5  million
rate  increase.  The request sought changes to System  Energy's  rate
schedule,  including increases in the revenue requirement  associated
with  decommissioning costs, the depreciation rate, and the  rate  of
return on common equity.  In December 1995, System Energy implemented
the  $65.5  million  rate increase, subject to refund,  for  which  a
portion has been reserved.

      After  a  hearing, FERC issued an order in August 2000  in  the
proceeding.   FERC affirmed the ALJ's adoption of a 10.8%  return  on
equity, but modified the return to reflect changes in capital  market
conditions  since  the  ALJ's decision.  FERC adjusted  the  rate  of
return  to 10.58% for the period December 1995 to the date of  FERC's
decision,  and  prospectively adjusted the rate of return  to  10.94%
from the date of FERC's decision.  FERC's decision also changed other
aspects  of  System  Energy's proposed rate schedule,  including  the
depreciation rate and decommissioning costs and their methodology.

      System  Energy has provided reserves for a potential refund  to
the  rate  level  of  the initial ALJ decision,  including  interest.
Management is analyzing the effect of FERC's decision, but  a  refund
to  the  FERC decision rate level is not expected to have a  material
adverse effect on Entergy's, System Energy's, or the domestic utility
companies results of operations.  Management's analysis may result in
a request for rehearing or an appeal of FERC's order.


NOTE 3.  COMMON STOCK (Entergy Corporation)

      During  the six months ended June 30, 2000, Entergy Corporation
repurchased 16,126,000 shares of common stock in the open market  for
an  aggregate  purchase price of approximately $389  million.   These
shares were purchased pursuant to Entergy's stock repurchase plan and
also  to fulfill the requirements of various stock-based compensation
and  benefit plans.  Under the terms of the Merger Agreement, Entergy
will  use  its  commercially reasonable efforts to purchase  in  open
market  transactions  an additional $430 million  of  shares  of  its
common stock.

     During  the  six months ended June 30, 2000, Entergy Corporation
issued  462,290 shares of its previously repurchased common stock  to
satisfy  stock  options exercised and employee stock  purchases.   In
addition, Entergy Corporation received proceeds of approximately $2.0
million from the issuance of 89,894 shares of common stock under  its
dividend reinvestment and stock purchase plan.


NOTE 4.  LONG-TERM DEBT

(Entergy Mississippi)

     On February 15, 2000, Entergy Mississippi issued $120 million of
7.75%  Series  First  Mortgage Bonds  due  February  15,  2003.   The
proceeds are being used for general corporate purposes, including the
retirement  of short-term indebtedness that was incurred for  working
capital needs and capital expenditures.

(Entergy Arkansas)

     On  March 9, 2000, Entergy Arkansas issued $100 million of 7.72%
Series  First  Mortgage Bonds due March 1, 2003.   The  proceeds  are
being  used  for general corporate purposes, including the retirement
of  short-term  indebtedness that was incurred  for  working  capital
needs and capital expenditures.

(Entergy Louisiana)

     On  March 1, 2000, Entergy Louisiana redeemed, at maturity, $100
million  of  6.00% Series First Mortgage Bonds using  funds  received
from an open-account advance from Entergy Corporation.

     On  May 23, 2000, Entergy Louisiana issued $150 million of 8.50%
Series First Mortgage Bonds due June 1, 2003.  The proceeds are being
used  for general corporate purposes, including the repayment of  the
open  account  advance  from Entergy Corporation  and  of  short-term
indebtedness  that  was  incurred  for  capital  needs  and   capital
expenditures.

(Entergy Gulf States)

     On  June  1,  2000, Entergy Gulf States issued $300  million  of
First  Mortgage Bonds due June 2, 2003 bearing interest at an initial
rate  of  8.04%.   The proceeds are being used for general  corporate
purposes,  including the retirement of short-term  indebtedness  that
was  incurred  for  capital needs and capital expenditures,  and  the
mandatory redemption of $150 million of preference stock.

(Entergy New Orleans)

     On  July  25,  2000, Entergy New Orleans issued $30  million  of
8.125%  Series First Mortgage Bonds due July 15, 2005.  The  proceeds
are   being  used  for  general  corporate  purposes,  including  the
retirement  of short-term indebtedness that was incurred for  capital
needs and capital expenditures.

(Entergy Corporation)

     In May 2000, Entergy's global power development business entered
into 10-year interest rate swap agreements with an average fixed rate
of  6.568%  for approximately 75% of the debt outstanding  under  the
Damhead  Creek  bridge  and term loan portion of  the  Senior  Credit
Facility.  The global power development business is exposed to market
risks from movements in interest rates for the hedged portion of  the
debt  only  in  the  unlikely event that the  counterparties  to  the
interest   rate  swap  agreements  were  to  default  on  contractual
payments.   At  June  30,  2000, Entergy's global  power  development
business  had outstanding interest rate swap agreements  totalling  a
notional  amount of $362.8 million.  Under the Senior Credit Facility
and the Subordinated Credit Facility, the ability of the global power
development  business to make distributions of dividends,  loans,  or
advances to Entergy Corporation is restricted by, among other things,
the requirement to pay permitted project costs, make debt repayments,
and  maintain cash reserves.  See Note 7 to the financial  statements
in  the  Form  10-K  for further discussion on the financing  of  the
Damhead Creek project.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

      On  July  28,  2000, Entergy Corporation's Board  of  Directors
declared  a  common  stock dividend of $0.30 per  share,  payable  on
September 1, 2000, to holders of record on August 14, 2000.


NOTE 6.  BUSINESS SEGMENT INFORMATION  (Entergy Corporation)

      See  Note 14 to the financial statements in the Form  10-K  for
information  regarding  Entergy's  adoption  of  SFAS  131  and   its
operating segments.  Entergy's segment financial information for  the
three  months  ended  June  30, 2000  and  1999  is  as  follows  (in
thousands):
<TABLE>
<CAPTION>

                       Domestic     Power
                     Utility and  Marketing
                        System       and        All
                        Energy    Trading*    Other*    Eliminations Consolidated
 <S>                  <C>           <C>        <C>        <C>           <C>
 2000
 Operating Revenues   $1,697,577    $372,803   $ 79,988    $  (12,580)  $2,137,788
 Income Taxes            120,306       2,061     27,496             -      149,863
 Net Income              186,946       3,823     55,004             -      245,773


 1999
 Operating Revenues   $1,646,027   $ 668,797   $  9,868    $   (8,288) $ 2,316,404
 Income Taxes            107,903       1,187    (22,657)            -       86,433
 Net Income              174,868        (142)    35,032             -      209,758



</TABLE>

     Entergy's segment financial information for the six months ended
June 30, 2000 and 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                        Domestic     Power
                      Utility and  Marketing
                         System       and
                         Energy    Trading*   All Other*     Eliminations  Consolidated
 <S>                   <C>           <C>        <C>           <C>            <C>
 2000
 Operating Revenues    $3,098,921    $718,960   $   155,839    $   (24,440)   $  3,949,280
 Income Taxes             191,497       7,797        33,394              -         232,688
 Net Income               274,284      15,120        64,779              -         354,183
 Total Assets          20,228,032     849,718     3,780,569       (534,043)     24,324,276


 1999
 Operating Revenues    $2,932,729  $1,013,595    $   21,731    $   (11,729)  $   3,956,326
 Income Taxes             167,497      (7,036)      (28,855)             -         131,606
 Net Income               257,444     (14,155)       39,375              -         282,664
 Total Assets          19,515,460     952,960     2,838,509       (223,197)     23,083,732


</TABLE>

      Businesses  marked with * are referred to as  the  "competitive
businesses,"  with  the  exception of  the  parent  company,  Entergy
Corporation, which is also included in the "All Other"  column.   The
"All  Other"  category  includes  the  parent,  Entergy  Corporation,
segments  below  the quantitative threshold for separate  disclosure,
and  other  business activities.  Other segments principally  include
global power development and non-utility nuclear power operations and
management.  Other business activities principally include the  gains
on  the sales of businesses.  The elimination of power marketing  and
trading mark-to-market profits on intercompany power transactions  is
also   included   in   "All  Other."   Eliminations   are   primarily
intersegment activity.

NOTE 7.  SUBSEQUENT EVENT  (Entergy Corporation)

     On July 30, 2000, Entergy Corporation and FPL Group entered into
a Merger Agreement, providing for a business combination that results
in the creation  of a new company.  The Merger will be accounted  for
under the purchase method of accounting  as an acquisition of Entergy
by FPL Group.  Each outstanding share of FPL Group common stock  will
be converted into the right to receive one share of the new company's
common  stock, and each  outstanding  share  of  Entergy  Corporation
common  stock  will be converted into the right to receive 0.585 of a
share of  the  new  company's  common stock.  It is expected that FPL
Group's shareholders will own  approximately 57% of the common equity
of the new  company and Entergy's shareholders will own approximately
43%.   The  new company  will be given a new name that will be agreed
upon between the Boards  of Directors of FPL and Entergy prior to the
consummation  of  the  Merger.   The  new  company  will maintain its
principal corporate offices and  headquarters in Juno Beach, Florida,
and will maintain its utility headquarters in New Orleans, Louisiana.
The  Merger is conditioned, among other things, upon approvals of the
shareholders of FPL Group and Entergy and approvals of various local,
state, and  federal regulatory agencies and  commissions. Entergy and
FPL Group will seek to consummate the Merger by late 2001.

                 __________________________________

     In the opinion of the management 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.

Union Pacific Railroad  (Entergy Corporation and Entergy Arkansas)

     See "Union Pacific Railroad" in Item 1 of Part 1 of the Form 10-
K  for  information  relating  to the civil  suit  filed  by  Entergy
Arkansas and Entergy Services against Union Pacific Railroad  Company
(Union  Pacific) seeking damages and the termination of coal shipping
contracts  with  Union Pacific because of its  failure  to  meet  its
contractual obligations to ship coal to Entergy Arkansas'  two  coal-
fired  plants.   In  addition  to rescission  of  the  contracts  and
monetary damages, Entergy is seeking restitution for amounts paid  to
Union  Pacific  since  the date of material  breach  that  are  above
reasonable  market rates.  The case is scheduled for trial  beginning
in October 2000.

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

     See  "Aquila Power Corporation" in Item 1 of Part 1 of the  Form
10-K and in Item 1 of Part II of the 2000 first quarter Form 10-Q for
information relating to the lawsuit filed by Aquila Power Corporation
(Aquila) against Entergy Services, as agent for the domestic  utility
companies.

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

      See  "Ratepayer Lawsuits" in Item 1 of Part I of the Form  10-K
for  a  discussion of the lawsuits filed by ratepayers with the LPSC,
the  Council, and in Louisiana state courts in Orleans and East Baton
Rouge Parishes.  See "Fuel Adjustment Clause Litigation" in Note 2 to
the  financial statements herein for developments that have  occurred
since the filing of the Form 10-K.

      In  the lawsuit filed in state court in Orleans Parish alleging
violations  of  Entergy  New Orleans' limit on rate of return, in May
2000  a  court  of appeal granted Entergy New Orleans'  exception  to
jurisdiction in the case and dismissed the proceeding.

Franchise Service Area Litigation  (Entergy Gulf States)

      See "Franchise Service Area Litigation" in Item 1 of Part 1  of
the  Form  10-K  for  information relating to the  request  filed  by
Beaumont  Power and Light Company (BP&L) with the PUCT  to  obtain  a
certificate  of  convenience  and necessity  for  those  portions  of
Jefferson  County, Texas, outside the boundaries of any municipality,
except  for  the  city  of Beaumont, for which  Entergy  Gulf  States
provides retail electric service.  In April 2000, the ALJ recommended
denial  of BP&L's application.  In May 2000, the PUCT voted to remand
the  proceeding  back  to the ALJ to allow BP&L  to  provide  further
evidence.  No procedural schedule has been set.

Ice Storm Litigation  (Entergy Corporation and Entergy Gulf States)

      See  "Ice  Storm  Litigation" in Part I of the  Form  10-K  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.
In  March  2000,  an  appellate court affirmed the  district  court's
decision  to certify the class.  In response to Entergy's motion  for
rehearing  the  appellate court reversed the district  court,  denied
class certification, and remanded the case to the district court  for
proceedings consistent with its ruling.

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 have proven to be unusually litigious environments.
Judges  and  juries in these states, and in particular 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
appropriate  legal  means to contest litigation threatened  or  filed
against  it, but the litigation environment in these states  poses  a
business risk.


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

Election of Board of Directors
                         Entergy Corporation

      The annual meeting of stockholders of Entergy Corporation  was
held  on  May  12, 2000.  The following matters were  voted  on  and
received  the  specified  number of votes  for,  abstentions,  votes
withheld (against), and broker non-votes:

<TABLE>
<CAPTION>
1.   Election of Directors:

                                                                        Broker
Name of Nominee            Votes For    Abstentions   Votes Withheld  Non-Votes
<S>                       <C>              <C>          <C>             <C>
W. Frank Blount           198,741,281      N/A          2,074,693       N/A
George W. Davis           198,679,193      N/A          2,136,781       N/A
Norman C. Francis         198,690,587      N/A          2,125,387       N/A
J. Wayne Leonard          198,748,165      N/A          2,067,809       N/A
Robert v.d. Luft          198,678,214      N/A          2,137,760       N/A
Thomas F. McLarty, III    198,492,950      N/A          2,323,024       N/A
Paul W. Murrill           197,859,191      N/A          2,956,783       N/A
James R. Nichols          198,736,072      N/A          2,079,902       N/A
William A. Percy, II      198,689,700      N/A          2,126,274       N/A
D. H. Reilley             198,702,828      N/A          2,113,146       N/A
Wm. Clifford Smith        197,940,015      N/A          2,875,959       N/A
Bismark A. Steinhagen     198,737,362      N/A          2,078,612       N/A

</TABLE>

2.    Ratify  the  appointment  of independent  public  accountants,
PricewaterhouseCoopers LLP for the year 2000: 199,568,691 votes for;
470,300 votes against; 791,145 abstentions; and broker non-votes are
not applicable.

(Entergy Arkansas)

      A consent in lieu of the annual meeting of common stockholders
was executed on July 31, 2000.  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: Hugh T. McDonald, Donald  C.
Hintz, Jerry D. Jackson, and C. John Wilder.

(Entergy Gulf States)

      A consent in lieu of the annual meeting of common stockholders
was executed on July 31, 2000.  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: E. Renae Conley,  Joseph
F. Domino, Donald C. Hintz, Jerry D. Jackson, and C. John Wilder.

(Entergy Louisiana)

      A consent in lieu of the annual meeting of common stockholders
was executed on July 31, 2000.  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: E. Renae Conley, Donald  C.
Hintz, Jerry D. Jackson, and C. John Wilder.

(Entergy Mississippi)

      A consent in lieu of the annual meeting of common stockholders
was executed on July 31, 2000.  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, Jerry D. Jackson, and C. John Wilder.

(Entergy New Orleans)

      A consent in lieu of the annual meeting of common stockholders
was executed on July 31, 2000.  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, Jerry D. Jackson, and C. John Wilder.

(System Energy)

      A consent in lieu of the annual meeting of common stockholders
was executed on July 31, 2000.  The consent was signed on behalf  of
Entergy Corporation, the holder of all issued and outstanding shares
of  common stock.  The common stockholder, by such consent,  elected
the  following  individuals to serve as directors  constituting  the
Board  of Directors of System Energy: Jerry W. Yelverton, Donald  C.
Hintz, and C. John Wilder.


Item 5.  Other Information

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

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

                          Ratios of Earnings to Fixed Charges
                                  Twelve Months Ended
                                  December 31,               June 30,
                       1995  1996   1997     1998    1999      2000

Entergy Arkansas       2.56  2.93   2.54    2.63     2.08      2.62
Entergy Gulf States    1.86  1.47   1.42    1.40     2.18      2.49
Entergy Louisiana      3.18  3.16   2.74    3.18     3.48      2.82
Entergy Mississippi    2.92  3.40   2.98    3.12     2.44      2.66
Entergy New Orleans    3.93  3.51   2.70    2.65     3.00      2.99
System Energy          2.07  2.21   2.31    2.52     1.90      2.38



                         Ratios of Earnings to Combined Fixed Charges
                                   and Preferred Dividends
                                     Twelve Months Ended
                                     December 31,              June 30,
                          1995  1996   1997     1998    1999      2000

Entergy Arkansas          2.12  2.44   2.24    2.28     1.80      2.26
Entergy Gulf States (a)   1.54  1.19   1.23    1.20     1.86      2.16
Entergy Louisiana         2.60  2.64   2.36    2.75     3.09      2.50
Entergy Mississippi       2.51  2.95   2.69    2.80     2.18      2.39
Entergy New Orleans       3.56  3.22   2.44    2.41     2.74      2.67

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


Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

**  2(a) -    Agreement  and  Plan of Merger dated as of July 30, 2000,
              among  FPL Group, Inc.,  Entergy Corporation, WCB Holding
              Corp.,  Ranger Acquisition  Corp.  and  Ring  Acquisition
              Corp (filed  as  Exhibit 2.1  to  Form 8-K dated July 31,
              2000 in 1-11299).

**  4(a) -    Fifty-fifth Supplemental Indenture, dated as of  May  15,
              2000,  to Entergy Louisiana's Mortgage and Deed of Trust,
              dated as of April 1,1944 (filed as Exhibit A-2(c) to Rule
              24 Certificate dated June 2, 2000 in File No. 70-9141).

    4(b) -    Second Amended and Restated Credit Agreement, dated as of
              May  18, 2000, among Entergy, the Banks (The Bank of  New
              York, The Chase Manhattan Bank, Citibank, N.A.,  ABN AMRO
              Bank  N.V.,  The  Bank of Nova Scotia,  Bank  One,  N.A.,
              Bayerische  Landesbank Girozentrale, The  Royal  Bank  of
              Scotland   PLC,   Barclays  Bank  PLC,  Credit   Agricole
              Indosuez,  The  Industrial Bank of Japan,  KBC  Bank  NV,
              Union  Bank  of California, N.A., Westdeutsche Landesbank
              Girozentrale, and Mellon Bank, N.A.), and Citibank, N.A.,
              as Agent.

**  4(c) -    Fifty-ninth Supplemental Indenture, dated as of  June  1,
              2000, to Entergy Gulf States' Mortgage and Deed of Trust,
              dated as of September 1, 1926 (filed as Exhibit A-2(a) to
              Rule  24 Certificate dated June 23, 2000 in File No.  70-
              8721).

    4(d) -    Eighth Supplemental Indenture, dated as of July 1,  2000,
              to Entergy New Orleans' Mortgage and Deed of Trust, dated
              as of May 1, 1987.

    27(a) -   Financial  Data  Schedule  for  Entergy  Corporation  and
              Subsidiaries as of June 30, 2000.

    27(b) -   Financial Data Schedule for Entergy Arkansas as  of  June
              30, 2000.

    27(c) -   Financial  Data Schedule for Entergy Gulf  States  as  of
              June 30, 2000.

    27(d) -   Financial Data Schedule for Entergy Louisiana as of  June
              30, 2000.

    27(e) -   Financial  Data  Schedule for Entergy Mississippi  as  of
              June 30, 2000.

    27(f) -   Financial  Data Schedule for Entergy New  Orleans  as  of
              June 30, 2000.

    27(g) -   Financial Data Schedule for System Energy as of June  30,
              2000.

    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,  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(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, 2000, 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, 1-27031, 1-8474, 0-320,  0-5807,
              and 1-9067, respectively).
___________________________

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

 *   Reference  is  made to a duplicate list of  exhibits  being
     filed as a part of this report on Form 10-Q for the quarter
     ended  June  30, 2000, which list, prepared  in  accordance
     with  Item  102  of Regulation S-T of the SEC,  immediately
     precedes the exhibits being filed with this report on  Form
     10-Q for the quarter ended June 30, 2000.

**   Incorporated herein by reference as indicated.

     (b)   Reports on Form 8-K

     Entergy Corporation

           A  Current Report on Form 8-K, dated April 24,  2000,
           was  filed  with the SEC on April 28, 2000, reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".

     Entergy Corporation

           A  Current  Report on Form 8-K, dated July 26,  2000,
           was  filed  with the SEC on July 27, 2000,  reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".

     Entergy Corporation

           A  Current  Report on Form 8-K, dated July 30,  2000,
           was  filed  with the SEC on July 31, 2000,  reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".


     Entergy Corporation

           A  Current  Report on Form 8-K, dated July 30,  2000,
           was  filed  with the SEC on August 3, 2000, reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".



<PAGE>
                              SIGNATURE


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


                         ENTERGY CORPORATION
                         ENTERGY ARKANSAS, INC.
                         ENTERGY GULF STATES, INC.
                         ENTERGY LOUISIANA, INC.
                         ENTERGY MISSISSIPPI, INC.
                         ENTERGY NEW ORLEANS, INC.
                         SYSTEM ENERGY RESOURCES, INC.


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


Date:  August 8, 2000





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