ENTERGY ENTERPRISES INC
U-13-60, 1995-05-01
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          FORM U-13-60
                                
                          ANNUAL REPORT
                                
                                
                         FOR THE PERIOD

  Beginning   January 1, 1994       and Ending December 31, 1994

                             TO THE
                                
             U.S. SECURITIES AND EXCHANGE COMMISSION

                               OF
                                
                    Entergy Enterprises, Inc.
                (Exact Name of Reporting Company)


A             Subsidiary    Service Company
          ("Mutual" or "Subsidiary")

Date of Incorporation December 30, 1983 If not Incorporated, Date of 

Organization State or Sovereign Power under which Incorporated or 

Organized   Louisiana   Location of Principal Executive Offices of 

Reporting Company  900 S. Shackleford, Little Rock, Arkansas  72211

Name, title, and address of officer to whom correspondence

concerning this report should be addressed:  Mr. Gerald D. McInvale      

Chief Financial Officer & Sr. Vice President P.O. Box 61000, 

New Orleans, LA. 70116
(Name)                      (Title)                  (Address)


Name of Principal Holding Company Whose Subsidiaries are served by
Reporting Company:

                       Entergy Corporation
                                
                                
<PAGE>                                
                                
              INSTRUCTIONS FOR USE OF FORM U-13-60


1.  Time of Filing.
      Rule 94 provides that on or before the first day of May in
      each calendar year, each mutual service company and each
      subsidiary service company as to which the Commission shall
      have made a favorable finding pursuant to Rule 88, and every
      service company whose application for approval or declaration
      pursuant to Rule 88 is pending shall file with the Commission
      an annual report on Form U-13-60 and in accordance with the
      Instructions for that form.
   
2.  Number of Copies.
      Each annual report shall be filed in duplicate. The company
      should prepare and retain at least one extra copy for itself
      in case correspondence with reference to the report become
       necessary.
   
3.  Period Covered by Report.
      The first report filed by any company shall cover the period
      from the date the Uniform System of Accounts was required to
      be made effective as to that company under Rules 82 and 93 to
      the end of that calendar year. Subsequent reports should
      cover a calendar year.

4.  Report Format.
      Reports shall be submitted on the forms prepared by the
      Commission. If the space provided on any sheet of such form
      is inadequate, additional sheets may be inserted of the same
      size as a sheet of the form or folded to each size.

5.  Money Amounts Displayed.
      All money amounts required to be shown in financial
      statements may be expressed in whole dollars, in thousands of
      dollars or in hundred thousands of dollars, as appropriate
      and subject to provisions of Regulation S-X (SS210.3-01(b)).

6.  Deficits Displayed.
      Deficits and other like entries shall be indicated by the use
      of either brackets or a parenthesis with corresponding
      reference in footnotes. (Regulation S-X, SS210.3-01(c))

7.  Major Amendments or Corrections.
      Any company desiring to amend or correct a major omission or
      error in a report after it has been filed with the Commission
      shall submit an amended report including only those pages,
      schedules, and entries that are to be amended or corrected. A
      cover letter shall be submitted requesting the Commission to
      incorporate the amended report changes and shall be signed by
      a duly authorized officer of the company.

8.  Definitions.
      Definitions contained in Instruction 01-8 to the Uniform
      System of Accounts for Mutual Service Companies and
      Subsidiary Service Companies, Public Utility Holding Company
      Act of 1935, as amended February 2, 1979 shall be applicable
      to words or terms used specifically within this Form U-13-60.

9.  Organization Chart.
      The service company shall submit with each annual report a
      copy of its current organization chart.

10. Methods of Allocation.
      The service company shall submit with each annual report a
      listing of the currently effective methods of allocation
      being used by the service company and on file with the
      Securities and Exchange Commission pursuant to the Public
      Utility Holding Company Act of 1935.

11. Annual Statement of Compensation for Use of Capital Billed.
      The service company shall submit with each annual report a
      copy of the annual statement supplied to each associate
      company in support of the amount of compensation for use of
      capital billed during the calendar year.
   
   
                                
<PAGE>
          LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS


                                                      Schedule or      Page
Description of Schedules and Accounts               Account Number    Number

Comparative Balance Sheet                             Schedule I         5
Service Company Property                              Schedule II        7
Accumulated Provision for Depreciation and 
  Amortization of Service Company Property            Schedule III       8
Investments                                           Schedule IV        9
Accounts Receivable from Associate Companies          Schedule V         9
Fuel Stock Expenses Undistributed                     Schedule VI        10
Stores Expense Undistributed                          Schedule VII       10
Miscellaneous Current and Accrued Assets              Schedule VIII      11
Miscellaneous Deferred Debits                         Schedule IX        11
Research, Development, or Demonstration Expenditures  Schedule X         11
Proprietary Capital                                   Schedule XI        12
Long-Term Debt                                        Schedule XII       13
Current and Accrued Liabilities                       Schedule XIII      14
Notes to Financial Statements                         Schedule XIV       14
Comparative Income Statement                          Schedule XV        15
Analysis of Billing - Associate Companies             Account 457        16
Analysis of Billing - Nonassociate Companies          Account 458        17
Analysis of Charges for Service - Associate and 
  Nonassociate Companies                              Schedule XVI       18
Schedule of Expense of Department or Service Function Schedule XVII    19-20
Departmental Analysis of Salaries                     Account 920        21
Outside Services Employed                             Account 923        21
Employee Pensions and Benefits                        Account 926        22
General Advertising Expenses                          Account 930.1      22
Miscellaneous General Expenses                        Account 930.2      23
Rents                                                 Account 931        23
Taxes Other Than Income Taxes                         Account 408        24
Donations                                             Account 426.1      24
Other Deductions                                      Account 426.5      25
Notes to Statement of Income                          Schedule XVIII     25


          LISTING OF INSTRUCTIONAL FILING REQUIREMENTS


                                                                  Page
Description of Reports or Statements                             Number

Organization Chart                                                 26
Methods of Allocation                                              26
Annual Statement of Compensation for Use of Capital Billed         26
Disclaimer of Subsidization                                        26
                                
                                
                                
                                
<PAGE>                                
<TABLE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                
                 Schedule I - Comparative Balance Sheet


Give balance sheet of the Company as of December 31 of the current and prior 
year.
<CAPTION>                                                                         
Account            Assets and Other Debits                                             As of December 31
                                                                                      Current        Prior
 <S>   <C>                                                                           <C>           <C>      
       Service Company Property                                                                              
                                                                                                            
 101   Service company property (Schedule II)                                        $1,810,768    $1,004,267
 107   Construction work in progress (Schedule II)                                                           
                                                                                    -----------   -----------
           Total Property                                                             1,810,768     1,004,267
                                                                                    -----------   -----------                       
 108   Less accumulated provision for depreciation and amortization of service                               
       company property (Schedule III)                                                  632,689       189,479
                                                                                    -----------   -----------
           Net Service Company Property                                               1,178,079       814,788
                                                                                    -----------   -----------
  
       Investments                                                                                           
                                                                                                            
 123   Investments in associate companies (Schedule IV)                              (2,746,947)    8,140,298
 124   Other Investments (Schedule IV)                                                6,688,705     9,744,147
 128   Special Funds (Schedule IV)                                                       30,000              
                                                                                    -----------   -----------
           Total Investments                                                          3,971,758    17,884,445
                                                                                    -----------   -----------
  
       Current and Accrued Assets                                                                            
                                                                                                            
 131   Cash                                                                           3,877,744        62,260
 135   Working funds                                                                     52,850        25,449
 136   Temporary cash investments (Schedule IV)                                                       344,402
 141   Notes receivable                                                                                      
 143   Accounts receivable                                                               45,245       100,192
 144   Accumulated provision of uncollectible accounts                                                       
 146   Accounts receivable from associate companies (Schedule V)                      9,577,120     2,401,170
 152   Fuel stock expenses undistributed (Schedule VI)                                                       
 154   Materials and supplies                                                                                
 163   Stores expense undistributed (Schedule VII)                                                           
 165   Prepayments                                                                                           
 174   Miscellaneous current and accrued assets (Schedule VIII)                                         2,007
                                                                                    -----------   -----------
           Total Current and Accrued Assets                                          13,552,959     2,935,480
                                                                                    -----------   -----------
  
       Deferred Debits                                                                                       
                                                                                                            
 181   Unamortized debt expense                                                                              
 184   Clearing accounts                                                                                     
 186   Miscellaneous deferred debits (Schedule IX)                                    2,243,411     5,020,948
 188   Research, development, or demonstration expenditures (Schedule X)                                     
 190   Accumulated deferred income taxes                                              3,440,593     2,627,891
                                                                                    -----------   -----------
           Total Deferred Debits                                                      5,684,004     7,648,839
                                                                                    -----------   -----------
  
           TOTAL ASSETS AND OTHER DEBITS                                            $24,386,800   $29,283,552
                                                                                    ===========   ===========
</TABLE>           
<PAGE>  
<TABLE>
       ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                
                      Schedule I - Comparative Balance Sheet
<CAPTION>                                                                   
                                                                         
Account  Account Liabilities and Proprietary Capital                       As of December 31
                                                                          Current       Prior
 <S>   <C>                                                             <C>           <C>      
       Proprietary Capital                                                                       
                                                                                                
 201   Common stock issued (Schedule XI)                                $54,400,000   $43,550,000
 211   Miscellaneous paid-in-capital (Schedule XI)                                               
 215   Appropriated retained earnings (Schedule XI)                                              
 216   Unappropriated retained earnings (Schedule XI)                   (32,208,780)  (14,884,541)
                                                                        -----------   -----------
          Total Proprietary Capital                                      22,191,220    28,665,459
                                                                        -----------   -----------                        
       Long-Term Debt                                                                            
                                                                                                
 223   Advances from associate companies (Schedule XII)                                          
 224   Other long-term debt (Schedule XII)                                                       
 225   Unamortized premium on long-term debt                                                     
 226   Unamortized discount on long-term debt-debit                                              
 227   Capital Leases                                                                            
                                                                        -----------   -----------
          Total Long-Term Debt                                                                   
                                                                        -----------   -----------                        
       Current and Accrued Liabilities                                                           
                                                                                                
 231   Notes payable                                                                             
 232   Accounts payable                                                   1,433,794     1,319,974
 233   Notes payable to associate companies (Schedule XIII)                                      
 234   Account payable to associate companies (Schedule XIII)               224,150       167,086
 236   Taxes accrued                                                     (2,896,487)   (1,667,412)
 237   Interest accrued                                                                          
 238   Dividends declared                                                                        
 241   Tax collections payable                                               86,987        11,061
 242   Miscellaneous current and accrued liabilities (Schedule XIII)      1,313,295       287,385
                                                                        -----------   -----------
          Total Current and Accrued Liabilities                             161,739       118,094
                                                                        -----------   -----------                        
       Deferred Credits                                                                          
                                                                                                
 253   Other deferred credits (See Note 9)                                2,033,841       499,999
 255   Accumulated deferred investment tax credits                                               
                                                                        -----------   -----------
           Total Deferred Credits                                         2,033,841       499,999
                                                                        -----------   -----------                        
 282   Accumulated Deferred Income Taxes                                                         
                                                                                                
                                                                                                
           TOTAL LIABILITIES AND PROPRIETARY CAPITAL                    $24,386,800   $29,283,552
                                                                        ===========   ===========
                                                                         
                                                                    
</TABLE>                                                           
<PAGE>
<TABLE>
                                
    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                
                    For the Year Ended December 31, 1994
                                
                   Schedule II - Service Company Property
<CAPTION>                                                                    
                                                                        
                                         Balance at             Retirements            Balance
                                          Beginning                   or    Other(1)   at Close
           Description                      of Year   Additions     Sales    Changes    of Year
                                         
                                                                        
Service Company Property
  <S>    <C>                                <C>        <C>                              <C>
                       
Account                                                                                         
  301    Organization                       $126,136                                    $126,136
  303    Miscellaneous Intangible Plant                                                         
  304    Land and Land Rights                                                                   
  305    Structures and Improvements                                                            
  306    Leasehold Improvements              218,754   $152,156                          370,910
  307    Equipment                                                                              
  308    Office Furniture and                                                                   
         Equipment                           659,377    654,345                        1,313,722
  309    Automobiles, Other Vehicles                                                            
         and Related Garage Equipment                                                           
  310    Aircraft and Airport Equipment                                                         
  311    Other Service Company                                                                  
         Property (3)                                                                           
                                          ------------------------------------------------------
                                SUB-TOTAL  1,004,267    806,501                        1,810,768
                                          ------------------------------------------------------
  107    Construction Work in Progress                                                          
                                          ------------------------------------------------------
                                    TOTAL $1,004,267   $806,501                       $1,810,768
                                          ======================================================                              
</TABLE>  
  (1)  Provide an explanation of those changes considered material:
                                                                        
                                                                        
  (2)  Subaccounts are required for each class of equipment owned. The service
       company shall provide a listing by subaccount of equipment additions
       during the year and the balance at the close of the year:
                                                                        
                                                                 Balance at
    Subaccount Description                           Addition   Close of Year
Office Furniture and Equipment
      Furniture                                       $363,198     $600,065
      Computer Equipment                               242,755      582,401
      Telephone                                         48,392      131,256
                                                      --------   ----------
                                              TOTAL   $654,345   $1,313,722
                                                      ========   ==========
  (3)  Describe other service company property:
                                                                        
                                                                        
                                                                        
<PAGE>                                                                        
<TABLE>
                                
     ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                                                    
                   For the Year Ended December 31, 1994
                                                                    
    Schedule III - Accumulated Provision for Depreciation and Amortization of
                           Service Company Property
<CAPTION>                                                                    
                                                                        
                                                Balance at  Additions                   Other      Balance
                                                Beginning  Charged to                Changes Add   at Close
           Description                           of Year   Account 403  Retirements  (Deduct)(1)   of Year
<S>        <C>                                    <C>        <C>             <C>        <C>       <C>
            
Account                                                                                              
   301     Organization                           $25,224    $25,227         $0         $0        $50,451
   303     Miscellaneous Intangible Plant                                                            
   304     Land and Land Rights                                                                      
   305     Structures and Improvements                                                               
   306     Leasehold Improvements                  57,603    122,442          0          0        180,045
   307     Equipment                                                                                 
   308     Office Furniture and Fixtures          106,652    295,541          0          0        402,193
   309     Automobiles, Other Vehicles                                                               
           and Related Garage Equipment                                                              
   310     Aircraft and Airport Equipment                                                            
   311     Other Service Company                                                                     
           Property                                                                                  
                                                 --------------------------------------------------------                          
                                         TOTAL   $189,479   $443,210         $0         $0       $632,689
                                                 ========================================================                       
</TABLE>                                                                        
  (1) Provide an explanation of those changes considered material:
<PAGE>  

  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
                         Schedule IV - Investments
                                                                  
                                                                        
Instructions:
Complete the following schedule concerning investments.

Under Account 124 "Other Investments," state each investment separately,
with description, including, the name of issuing company, number of shares
or principal amount, etc.

Under Account 136, "Temporary Cash Investments," list each investment
separately.

<TABLE>
<CAPTION>
                                                                                                       
                                                                                Balance at   Balance at
                                              Description                      Beginning of   Close of
                                                                                   Year         Year
<S>                                                                              <C>        <C>                 
Account 123 - Investment in Associate Companies                                                   
     Entergy Systems & Service, Inc.  (13,500 Shares Common Stock)               $8,140,298 ($2,746,947)
                                                                                                       
Account 124 - Other Investments                                                                   
     First Pacific Networks, Inc.  (1,715,235 shares, $.001 Par Common Stock)     9,744,147   6,688,705
                                                                                                       
Account 128 - Special Funds                                                                            
     California office security deposit                                                   0      30,000
                                                                                                       
Account 136 - Temporary Cash Investments                                            344,402           0
                                                                                -----------  ----------                       
                                                                         TOTAL  $18,228,847  $3,971,758
                                                                                ===========  ==========                       
                                                                                                       
</TABLE>  
  
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
         Schedule V - Accounts Receivable from Associate Companies


Instructions:
Complete the following schedule listing accounts receivable from each
associate company. Where the service company has provided accommodation or
convenience payments for associate companies, a separate listing of total
payments for each associate company by subaccount should be provided.
<TABLE>                                                                                          
<CAPTION>


                                                                   Balance at   Balance at
                                        Description               Beginning of   Close of
                                                                      Year         Year
<S>                                                                 <C>         <C>
Account 146 - Accounts Receivable from Associate Companies                                
Entergy Richmond Power Corp.                                           $86,281          $0
Entergy Power Development Corp.                                            696   6,115,785
Entergy Argentina S.A.                                                 135,184           0
Entergy S.A.                                                            75,242     (15,201)
Entergy Transener S.A.                                               1,186,708           0
Entergy Power, Inc.                                                    917,059     327,256
Entergy Corporation                                                          0   2,621,585
Entergy SASI                                                                 0      35,683
Entergy Pakistan, Ltd.                                                       0     106,839
Entergy Power Asia, Ltd.                                                     0     385,173
                                                                    ----------  ----------
                                                            TOTAL   $2,401,170  $9,577,120
                                                                    ==========  ==========                      
                                                                                  Total
Analysis of Convenience or Accommodation Payments:                               Payments
Entergy Systems and Service, Inc. - Consulting                                     $30,686
                                                                                          
                                                                                   -------       
                                                                         TOTAL     $30,686
                                                                      PAYMENTS     =======
</TABLE>
<PAGE>                                                                        
                                
    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                                                   
                      For the Year Ended December 31, 1994
                                                                   
               Schedule VI - Fuel Stock Expenses Undistributed
                                                                   
                                                                         
Instructions:                                                            
  Report the amount of labor and expenses incurred with respect to fuel
  stock expenses during the year and indicate amount attributable to each 
  associate company. Under the section headed "Summary" listed below give an
  overall report of the fuel functions performed by the service company.
                                                                         
            Description                           Labor    Expenses     Total
                                                                         
Account 152 - Fuel Stock Expenses Undistributed    None      None        None
                                                   ----      ----        ----
              
                                                                         
                              TOTAL                - 0 -     - 0 -       - 0 -
                                                   =====     =====       =====
                   
Summary:                                                                 
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                                                   
                    For the Year Ended December 31, 1994
                                                                   
                 Schedule VII - Stores Expense Undistributed
                                                                   
                                                                         
Instructions:                                                            
  Report the amount of labor and expenses incurred with respect to stores 
  expense during the year and indicate amount attributable to each associate 
  company.
                                                                         
            Description                        Labor       Expenses     Total
                                                                         
Account 163 - Stores Expense Undistributed      None         None        None
                                                ----         ----        ----
              
                                                                         
                              TOTAL             - 0 -        - 0 -       - 0 -
                                                =====        =====       =====

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
         Schedule VIII - Miscellaneous Current and Accrued Assets


Instructions:
Provide detail of items in this account. Items less than $10,000 may be
grouped, showing the number of items in each group.
<TABLE>                                                                    
<CAPTION>
                                                        Balance at   Balance at
                                  Description          Beginning of   Close of
                                                           Year         Year
<S>                                                          <C>             <C>        
Account 174 - Miscellaneous Current and Accrued Assets                         
Interest Receivable on Temporary Investments                 $2,007          $0
                                                             ------          --
                                                             $2,007          $0
                                                             ======          ==        
</TABLE>  
  
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                                     
                   For the Year Ended December 31, 1994
                                     
                Schedule IX - Miscellaneous Deferred Debits


Instructions:
Provide detail of items in this account. Items less than $10,000 may be
grouped by class showing the number of items in each class.
                                                                    
                                             Balance at   Balance at
                             Description    Beginning of   Close of
                                                Year         Year
Account 186 - Miscellaneous Deferred Debits                         
                                                                    
Employee Benefits                               ($22,000)         $0
Non-Productive Time                              (26,531)          0
First Pacific Networks, Inc. License           5,069,479   2,243,411
                                              ----------  ----------        
                                      TOTAL   $5,020,948  $2,243,411
                                              ==========  ==========          
                                              
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                                     
                   For the Year Ended December 31, 1994
                                     
     Schedule X - Research, Development or Demonstration Expenditures


Instructions.
Provide a description of each material research, development, or
demonstration project which incurred costs by the service corporation
during the year.
                                                                    
                                Description                 Amount
                                                                    
Account 188 - Research, Development, or                      None
Demonstration Expenditures                                  -----
                                                   TOTAL    - 0 -
                                                            =====   
                                                               
<PAGE>

  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
                     Schedule XI - Proprietary Capital
                                                                    
<TABLE>
<CAPTION>

                                     Number of Shares   Par or Stated    Outstanding Close of Period
Account Number  Class of Stock          Authorized     Value Per Share  No. of Shares    Total Amount
<S>             <C>                            <C>           <C>                <C>         <C>
201             Common Stock Issued            100,000       None               54,400      $54,400,000
                                                                                             
</TABLE>                                                             
                                                                       
Instructions:
Classify amounts in each account with brief explanation, disclosing the
general nature of transactions which give rise to the reported amounts.
                                                                       
                         Description                           Amount
                                                                         
Account 211     Miscellaneous Paid-in Capital                   None
                                                                         
Account 215     Appropriated Retained Earnings                  None
                                                               -----   
                                                      TOTAL    - 0 -
                                                               =====        
Instructions:
Give particulars concerning net income or (loss) during the year,
distinguishing between compensation for the use of capital owed or net loss
remaining from servicing nonassociates per the General Instructions of the
Uniform System of Accounts. For dividends paid during the year in cash or
otherwise, provide rate percentage, amount of dividend, date declared and
date paid.
<TABLE>                                                                                             
<CAPTION>
                                                   Balance at     Net Income    Dividends     Balance at
                                                  Beginning of    -or (loss)       Paid      Close of Year
               Description                            Year
<S>            <C>                                <C>            <C>               <C>       <C>                            
Account 216  - Unappropriated Retained Earnings   ($14,884,541)  ($14,481,704)     None      ($29,366,245)
               Unrealized Holding Losses                           (2,842,535)                 (2,842,535)
               pursuant to FAS 115
                                                  ------------   ------------     -----      ------------
                              
                                           TOTAL  ($14,884,541)  ($17,324,239)    - 0 -      ($32,208,780)
                                                  ============   ============     =====      ============ 
                     
</TABLE>
<PAGE> 
 
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
                      Schedule XII - Long-Term Debt

Instructions:
Advances from associate companies should be reported separately for
advances on notes, and advances on open account. Names of associate
companies from which advances were received shall be shown under the
class and series of obligation column.  For Account 224 - Other long-term
debt provide the name of creditor company or organization, terms of the
obligation, date of maturity, interest rate, and the amount authorized
and outstanding.
<TABLE>                                                                                               
<CAPTION>
                              Terms of Obligation                                   Balance at                          Balance at
                                 Class & Series     Date of   Interest    Amount    Beginning                              Close
          Name of Creditor        of Obligation    Maturity     Rate    Authorized   of Year   Additions  Deductions(1)   of Year
<S>                                                                        <C>        <C>                                    <C>
                                                          
Account 223 - Advances from                   
Associate Companies:                              
            Entergy Corporation                                            None       None                                   None
                                                                    
                                                                    
Account 224 - Other Long-Term                                        
Debt:                                                                      None       None                                   None
                                                                    
                                                             
                                                                    
                              --------------------------------------------------------------------------------------------------
                    TOTAL                                                              $0          $0           $0            $0
                              ==================================================================================================
</TABLE>
<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                                     
                   For the Year Ended December 31, 1994
                                     
              Schedule XIII - Current and Accrued Liabilities


Instructions:
Provide balance of notes and accounts payable to each associate company.
Give description and amount of miscellaneous current and accrued
liabilities. Items less than $10,000 may be grouped, showing the number of
items in each group.
<TABLE>                                                                         
<CAPTION>
                                                                          Balance at       Balance at
                                 Description                          Beginning of Year  Close of Year
<S>                                                                          <C>              <C>               
Account 233 - Notes Payable to Associate Companies                           NONE             NONE
                                                                             ----             ----                          
                                                                TOTAL          $0               $0
                                                                             ====             ====               
Account 234 - Accounts Payable to Associate Companies                                                  
Arkansas Power & Light Company                                             $1,829               $0
Entergy Services, Inc.                                                    144,378          224,150
Entergy Corporation                                                        20,879                0
                                                                         --------         --------
                                                                TOTAL    $167,086         $224,150
                                                                         ========         ========                              
Account 242 - Miscellaneous Current and Accrued Liabilities                                            
Benefit Plans                                                            $287,385       $1,020,320
Outside Directors Stock Plan                                                    0          (13,083)
Accrued Payroll                                                                 0          306,058
                                                                         --------       ----------
                                                                TOTAL    $287,385       $1,313,295
                                                                         ========       ==========
</TABLE>      

  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                                     
                   For the Year Ended December 31, 1994
                                     
               Schedule XIV - Notes to Financial Statements
                                                                         
Instructions:
The space below is provided for important notes regarding the financial
statements or any account thereof. Furnish particulars as to any
significant contingent assets or liabilities existing at the end of the
year. Notes relating to financial statements shown elsewhere in this report
may be indicated here by reference.


See pages 14-A through 14-C.
                                     

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
               Schedule XIV - Notes to Financial Statements



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  A. Organization

     Entergy Enterprises, Inc. (Enterprises), formerly Electec, Inc., is  a
     diversified  subsidiary of Entergy Corporation chartered  in  December
     1983  to  market  the  Entergy  System's  (the  System)  capabilities,
     expertise,  and  resources, and to engage in  preliminary  development
     activity  relating to investments in qualifying facilities  under  the
     Public Utility Regulatory Policies Act (PURPA).
     
     Enterprises' principal activities now include preliminary  development
     activities  with respect to various investment opportunities  for  the
     Entergy System; market management, operating, technical, training  and
     other  expertise  and  intellectual  properties  developed  by  System
     companies  to  non-affiliates; render various consulting  services  to
     certain  affiliated  companies  in  connection  with  investments   in
     Argentina;  be  responsible for marketing  the  expertise  of  Entergy
     Power,  Inc.  (EPI)  gained through its bulk power  business;  provide
     certain   management  and  support  services  to  associate  companies
     (excluding those which are affiliated retail electric companies,  and,
     pending  further  Securities and Exchange Commission  (SEC)  approval,
     exempt  wholesale generators or foreign utility companies) and develop
     and  field  test  a  proposed telecommunications system  for  advanced
     energy management and other utility applications.
     
     Enterprises  was first authorized to conduct business as a  subsidiary
     company for the System by order of the SEC dated January 11, 1983.
     
     All transactions between Enterprises and the System companies are on a
     full cost reimbursement basis.  Pursuant to SEC order, Enterprises  is
     authorized to reimburse certain associate companies at cost, plus 5%.
     
 B.  System of Accounts
     
     The   accompanying  financial  statements  include  the  accounts   of
     Enterprises.  The financial statements report Enterprises' subsidiary,
     Entergy  Systems and Service, Inc. (Entergy Systems) under the  equity
     method of accounting for investments in common stock.  The accounts of
     Enterprises  are maintained in accordance with the system of  accounts
     prescribed by the SEC.
     
 C.  Cash and Cash Equivalents
     
     For  the purpose of Statement of Cash Flows, Enterprises considers all
     highly liquid instruments purchased with an original maturity of three
     months or less to be cash equivalents.
     
 D.  Depreciation and Amortization
  
     Depreciation  is  computed  on  the  declining  balance   method   for
     Enterprises  over  the  estimated useful lives of  the  furniture  and
     equipment.   Leasehold improvements and the FPN License Agreement  are
     amortized over their estimated useful lives (five years).
     
 E.  Goodwill
  
     Intangible assets consist primarily of goodwill that represents the
     excess of cost over the fair value of net assets acquired, and the
     balance is being amortized over five years using the straight-line
     method.

2.   TRANSACTIONS WITH AFFILIATES

     Entergy Services provides technical and consulting services and  other
     assistance  to  Enterprises at cost (except as indicated  in  Note  1)
     which amounted to $1,474,243, $1,841,043, and $1,430,005 for the years
     1994, 1993 and 1992, respectively.
     
3.  INCOME TAXES
     
     Effective January 1, 1993, Enterprises adopted SFAS 109.  This new
     standard requires that deferred income taxes be recorded for all
     temporary differences and carry forwards, and that deferred tax
     balances be based on enacted tax laws at tax rates that are expected
     to be in effect when the temporary differences reverse.  The
     cumulative effect of the adoption of SFAS 109 is included in the
     provision for deferred income taxes.  As a result of the adoption of
     SFAS 109, 1993 net income was increased by $1.7 million.
     
     Enterprises joins its parent and the other System companies in filing
     a consolidated Federal income tax return.  Income taxes (or benefits)
     are allocated to Enterprises in proportion to its contribution to
     consolidated taxable income.  There are timing differences in
     reporting certain net expenses for financial statement and Federal
     income tax purposes.  The principal differences relate to the period
     of amortization of the cost of a marketing license and the accounting
     for organization and miscellaneous expenses.  Deferred income taxes
     are provided for differences between book and taxable income on these
     items.
     
     Enterprises incurred net operating losses in 1994, 1993, and 1992.
     The cumulative net operating loss that has not been used to reduce
     consolidated taxable income is a net operating loss carry forward of
     approximately $14.6 million.  If not used as an offset to taxable
     income in future years, these tax loss carry forwards will expire in
     the period 2001 through 2009.  Enterprises had no unused investment
     tax credit or alternative minimum tax credit at December 31, 1994.
     
     The income tax expense (benefit) derived from Enterprises'
     contribution of a net operating income (loss) to the consolidated tax
     allocation arrangement for 1994, 1993, and 1992 was $(1,829,658),
     $(1,667,412), and $(216,031) respectively.
     
     
4.   INVESTMENT IN FIRST PACIFIC NETWORKS, INC. (FPN)

     During 1994, Enterprises sold 60,000 shares of its investment in  FPN,
     a  communications  technology  company, resulting  in  an  approximate
     equity  interest  of  7.9% at December 31, 1994.  In  compliance  with
     Financial  Accounting  Standards  No.  115,  Enterprises  recorded  an
     unrealized loss of $2,842,535 on its investment in FPN at December 31,
     1994.
     
     During  1994,  Enterprises  also  received  $2  million  from  FPN  in
     consideration for license rights associated with utility applications,
     being  jointly  developed by Enterprises and FPN, for  FPN's  patented
     communications technology.
     

5.   INVESTMENT IN SYSTEMS AND SERVICE INTERNATIONAL, INC.

     In  1992,  Enterprises formed a new subsidiary,  Entergy  Systems  and
     Service,  Inc.  ("Entergy  Systems")  (formerly  Systems  and  Service
     U.S.A.,  Inc.)  to  enter  into  the  business  of  providing   energy
     management  services  with  an  initial focus  on  efficient  lighting
     technologies.  On December 29, 1992, Entergy Systems acquired a  9.95%
     equity  interest in Systems and Service International, Inc. (SASI),  a
     manufacturer  of  efficient lighting products.  Entergy  Systems  also
     made  a  loan  to  SASI, acquired the business and  assets  of  SASI's
     distribution  subsidiary, and entered into an agreement to  distribute
     SASI's products.
     
6.   COMMON STOCK

     Enterprises is authorized, by its Charter, to issue 100,000 shares  of
     its  common  stock.   During 1994 and 1993,  Enterprises  sold  10,850
     shares  and 7,500 shares, respectively, of its common stock to Entergy
     Corporation  at  $1,000 per share.  The proceeds of these  sales  were
     used  primarily  to  fund  Enterprises'  development  activities   for
     potential  investments by Entergy Corporation,  to  fund  Enterprises'
     share  of  development, marketing, and field trial costs  relating  to
     CCLM/AFS  and to pay for certain ongoing operations.  As  of  December
     31, 1994, Entergy Corporation had funded Enterprises' operations up to
     $54.4  million  of  a  total authorized amount by  the  SEC  of  $55.1
     million.   Authorization  by  the SEC for the  remaining  $.7  million
     expired on December 31, 1994.
     
     Enterprises  and  its  parent company, Entergy  Corporation,  filed  a
     request with the SEC to allow Entergy Corporation to invest up to $350
     million  in  Enterprises. Such investments will be used,  among  other
     things, (1) to provide working capital in connection with Enterprises'
     preliminary     development    activities,    consulting     services,
     administrative services, and other authorized business activities, (2)
     to  pay  its  associate companies for services rendered to Enterprises
     and (3) for other general corporate purposes.
                                     
<PAGE>
<TABLE>
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                                    
                  For the Year Ended December 31, 1994
                                    
                     Schedule XV Statement of Income
<CAPTION>                                                                           
                                                                                 
Account                   Description                   Current Year   Prior Year
                                                                                 
         Income                                                                  
  <S>    <C>                                            <C>           <C>
  457    Services rendered to associate companies        $11,818,915   $2,305,839
  458    Services rendered to nonassociate companies         212,489    1,248,551
  418    Subsidiary Income                               (10,887,245)  (4,111,667)
  419    Interest Income                                     106,180       55,613
  421    Miscellaneous income or loss                        548,164          165
                                                        ------------  -----------
         Total Income                                      1,798,503     (501,499)
                                                        ------------  -----------                         
         Expense                                                                 
                                                                                 
  920    Salaries and wages                                7,025,656    2,561,758
  921    Office supplies and expenses                      2,168,591    1,182,516
  922    Administrative expense transferred - credit                             
  923    Outside services employed                         6,911,732    4,115,397
  924    Property insurance                                   36,523          662
  925    Injuries and damages                                   (859)      27,890
  926    Employee pensions and benefits                      313,571      602,687
  928    Regulatory commission expense                                           
  930.1  General advertising expenses                            736        4,489
  930.2  Miscellaneous general expenses                       88,108       67,705
  931    Rents                                               597,618       97,484
  932    Maintenance of structures and equipment               1,147          435
  940    Active Development                                  115,461            0
  403    Depreciation and amortization expense             1,269,179    1,295,546
  408    Taxes other than income taxes                       (10,886)      48,753
  409    Income taxes                                     (1,459,989)  (1,667,412)
  410    Provision for deferred income taxes                (812,703)  (2,134,626)
  411    Provision for deferred income taxes - credit                            
  411.5  Investment tax credit                                                   
  426.1  Donations                                             2,630        2,025
  426.4  Political Contributions                                   0       15,300
  426.5  Other deductions                                     33,692       20,495
  427    Interest on long-term debt                                              
  430    Interest on debt to associate companies                                 
  431    Other interest expense                                    0       10,558
                                                        ------------  -----------
                                         Total Expense    16,280,207    6,251,662
                                                                                 
                                                        ------------  -----------                         
                                  Net Income or (Loss)  ($14,481,704) ($6,753,161)
                                                        ============  ===========                         
</TABLE>                    
<PAGE>
                                                    
                                           

 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
                           Analysis of Billing
                                    
                    Associate Companies - Account 457
                                                                           
                          
                                  Direct    Indirect   Compensation    Total
                                  Costs       Costs      For Use      Amount
  Name of Associate Company      Charged     Charged    of Capital    Billed
                                  457-1       457-2       457-3                
                                                 
 Entergy SAS                      $69,382     $27,910                  $97,292
                                                    
 Entergy S.A.                      89,582      63,471                  153,053
                                                            
 Entergy Argentina S.A.           114,227      69,784                  184,011
                                             
 Entergy Pakistan, Ltd.           149,768     252,305                  402,073
                                                   
 Entergy Power, Inc.              676,378     487,881                1,164,259
                                                       
 Entergy Power Development 
   Corp.                        5,226,543   4,591,684                9,818,227
                                                
                                                        
                               ----------  ----------    -----     ----------- 
           TOTAL               $6,325,880  $5,493,035    - 0 -     $11,818,915
                               ==========  ==========    =====     ===========
                                               
<PAGE>     

  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
                            Analysis of Billing
                                     
                   Nonassociate Companies - Account 458
                                                                  
                                                                      
Instruction:
Provide a brief description of the services rendered to each nonassociate
company:
<TABLE>                                                                                               
<CAPTION>
                                                 Direct    Indirect   Compensation               Excess      Total
                                                  Cost       Cost        For Use       Total       Or       Amount
           Name of Nonassociate Company         Charged     Charged    of Capital      Cost    Deficiency   Billed
                                                 458-1       458-2        458-3                   458-4             
 <S>                                               <C>        <C>                       <C>        <C>       <C>
 Vidalia-Catalyst (Construction Management)        $15,877    $11,196                   $27,073    $76,755   $103,828
                                                                                                                    
 SMUD CIS (Software Consulting)                      6,880      4,852                    11,732    (81,032)   (69,300)
                                                                                                                    
 PLN (Management Contracting)                       56,000     39,489                    95,489     54,243    149,732
                                                                                                                    
 ARLIS (Railcar Management Software)                16,123     11,369                    27,492        737     28,229
                                                                                                                    
                                                   ------------------------------------------------------------------
                                        TOTAL      $94,880    $66,906                  $161,786    $50,703   $212,489
                                                   ==================================================================
                                                                                               
</TABLE>                                              
<PAGE>  
<TABLE>
  
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
             Schedule XVI - Analysis of Charges for Service -
                   Associate and Nonassociate Companies

Instruction:
Total cost of service will equal for associate and nonassociate companies
the total amount billed under their separate analysis of billing schedules.
<CAPTION>               
                                                                          Nonassociate                    
                                  Associate Company Charges              Company Charges           Total Charges for Service
                                 Direct    Indirect                Direct   Indirect              Direct     Indirect             
Account  Description of Items     Cost       Cost       Total       Cost      Cost      Total      Cost        Cost       Total
<S>      <C>                   <C>        <C>         <C>           <C>       <C>      <C>       <C>        <C>         <C>
920      Salaries and Wages    $2,667,868 $2,316,625  $4,984,493        $69       $82      $151  $2,667,937 $2,316,707  $4,984,644
921      Office Supplies and    1,164,843  1,011,483   2,176,326        121        84       205   1,164,964  1,011,567   2,176,531
         Expenses
922      Administrative                                                                                                           
         Expense Transferred -
         Credit
923      Outside Services       2,089,863  1,814,718   3,904,581     94,573    66,604   161,177   2,184,436  1,881,322   4,065,758
         Employed
924      Property Insurance                                                                                                       
925      Injuries and Damages                                                                                                     
926      Employee Pensions and     34,130     29,637      63,767                                     34,130     29,637      63,767
         Benefits
928      Regulatory Commission                                                                                                    
         Expense
930.1    General Advertising                                                                                                      
         Expenses
930.2    Miscellaneous General      3,093      2,686       5,779                                      3,093      2,686       5,779
         Expenses
931      Rents                    339,942    295,186     635,128                                    339,942    295,186     635,128
932      Maintenance of                                                                                                           
         Structures and
         Equipment
403      Depreciation and          26,086     22,652      48,738                                     26,086     22,652      48,738
         Amortization Expense
408      Taxes Other Than                                               117       136       253         117        136         253
         Income Taxes
409      Income Taxes                                                                                                             
410      Provision for                                                                                                            
         Deferred Income Taxes
411      Provision for                                                                                                            
         Deferred Income Taxes
         - Credit
411.5    Investment Tax Credit                                                                                                    
426.1    Donations                                                                                                                
426.4    Political                                                                                                                
         Contributions
426.5    Other Deductions              55         48         103                                         55         48         103
427      Interest on Long-Term                                                                                                    
         Debt
431      Other Interest                                                                                                           
         Expense
                               ---------------------------------------------------------------------------------------------------
         TOTAL EXPENSES         6,325,880  5,493,035  11,818,915     94,880    66,906   161,786   6,420,760  5,559,941  11,980,701
                               ---------------------------------------------------------------------------------------------------
         Compensation for use                                                                                                     
         of Equity Capital
         430 Interest on Debt                                                                                                     
         to Associate
         Companies
                               ---------------------------------------------------------------------------------------------------
         TOTAL COST OF SERVICE $6,325,880 $5,493,035 $11,818,915    $94,880   $66,906  $161,786  $6,420,760 $5,559,941 $11,980,701
                               ===================================================================================================
                                                                                                                                  
</TABLE>                                                      
<PAGE>
<TABLE>
                                                                      
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
                    Schedule XVII - Schedule of Expense
              Distribution by Department or Service Function
                                     

Instruction:
Indicate each department or service function. (See Instruction 01-3 General
Structure of Accounting System: Uniform System of Accounts).
<CAPTION>                                                                                         
                                                          DEPARTMENT OR SERVICE FUNCTION
Account                              Total               Demand Side                                    Bulk    Technical
Number     Description of Items     Amount    Executive  Management Development   Legal  Administration Power   Services
<S>      <C>                       <C>        <C>          <C>      <C>          <C>        <C>       <C>       <C>     
920      Salaries and Wages        $7,025,656 $3,219,888   $297,014 $1,750,253   $375,251   $631,421  $411,496  $340,333
921      Office Supplies and        2,168,591    400,952     68,916  1,039,381    106,186   $277,637   $67,386  $208,133
         Expenses
922      Administrative Expense                                                                                         
         Transferred - Credit
923      Outside Services           6,911,732  1,284,398  2,068,341  1,523,462  1,411,070   $485,206   $30,033  $109,222
         Employed
924      Property Insurance            36,523                                                $36,523                    
925      Injuries and Damages            (859)                                                 ($859)                    
926      Employee Pensions and        313,571      8,483     19,978     90,455      4,713   $185,328              $4,614
         Benefits
928      Regulatory Commission                                                                                          
         Expense
930.1    General Advertising              736                   736                                                     
         Expenses
930.2    Miscellaneous General         88,108     82,961      1,854                   425               $2,868          
         Expenses
931      Rents                        597,618      1,947               359,373              $236,298                    
932      Maintenance of                 1,147                                                 $1,147                    
         Structures and Equipment
940      Active Development           115,461    115,461                                                                
403      Depreciation and           1,269,179     25,227    826,068     26,086              $391,798                    
         Amortization Expense
408      Taxes Other Than Income      (10,886)     4,442                                    ($15,328)                    
         Taxes
409      Income Taxes              (1,459,989)  (808,458)(1,566,506)                        $914,975                    
410      Provision for Deferred      (812,703)               17,503                        ($830,206)                    
         Income Taxes
411      Provision for Deferred                                                                                         
         Income Taxes - Credit
411.5    Investment Tax Credit                                                                                          
426.1    Donations                      2,630      1,000                   300                  $330              $1,000
426.4    Political Contributions            0                                                                           
426.5    Other Deductions              33,692     33,522                                                  $170          
427      Interest on Long-Term                                                                                          
         Debt
431      Other Interest Expense                                                                                         
                                  --------------------------------------------------------------------------------------
                   TOTAL EXPENSES $16,280,207 $4,369,823 $1,733,904 $4,789,310 $1,897,645 $2,314,270  $511,953  $663,302
                                  ======================================================================================
</TABLE>                                  
<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                     
                   For the Year Ended December 31, 1994
                                     
                                     
            Schedule XVII - Schedule of Expense Distribution by
                      Department or Service Function
                                     

Instruction:
Indicate each department or service function. (See Instruction 01-3 General
Structure of Accounting System: Uniform System of Accounts).
                                         
                                         DEPARTMENT OR SERVICE FUNCTION
Account                                                      
Number     Description of Items                                      
920      Salaries and Wages                                          
921      Office Supplies and                                        
         Expenses
922      Administrative Expense       This page is not used.           
         Transferred - Credit      
923      Outside Services                                             
         Employed
924      Property Insurance                                          
925      Injuries and Damages                                     
926      Employee Pensions and                                         
         Benefits
928      Regulatory Commission                                       
         Expense
930.1    General Advertising                                            
         Expenses
930.2    Miscellaneous General                                          
         Expenses
931      Rents                                                         
932      Maintenance of                                                 
         Structures and Equipment
940      Active Development                                            
403      Depreciation and                                                 
         Amortization Expense
408      Taxes Other Than Income           
         Taxes
409      Income Taxes                                                   
410      Provision for Deferred                                         
         Income Taxes
411      Provision for Deferred                                       
         Income Taxes - Credit
411.5    Investment Tax Credit                                        
426.1    Donations                                                      
426.4    Political Contributions                                        
426.5    Other Deductions                                               
427      Interest on Long-Term                                          
         Debt
431      Other Interest Expense                                      
                                                                          
                   TOTAL EXPENSES                         
                                                                       
<PAGE>

 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
             Departmental Analysis of Salaries - Account 920
                                                                               
                                                                  
                                      Departmental Salary Expense
 Name of Department                 Included in Amounts Billed to    Number of 
Indicate each department   Total     Parent     Other        Non     Personnel
   or service function     Amount   Company   Associates  Associates End of Year
                                                       
Executive               $2,273,805            $1,613,197       $49         3
Development              3,745,178             2,657,092        80        32
Legal                      375,251               266,229         8         4
Administration             631,422               447,975        14         9
                                                             
                        ----------            ----------      ----        --
                 TOTAL  $7,025,656            $4,984,493      $151        48
                        ==========            ==========      ====        ==
                                                                            
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
                 Outside Services Employed - Account 923
                                                                               
                                                          
Instructions:
Provide a breakdown by subaccount of outside services employed. If the
aggregate amounts paid to any one payee and included within one
subaccount is less than $25,000, only the aggregate number and amount of
all such payments included within the subaccount need be shown. Provide a
subtotal for each type of service.
                                                               
                                                     Relationship            
                                                         "A" -               
                                                       Associate
                                                      "NA" - Non             
   From Whom Purchased         Address                 Associate    Amount
                                                         
See pages 21-A thru 21-D                                         $6,911,732
                                                                 ==========
                                                               
<PAGE>                                                                  
<TABLE>
<CAPTION>
                                                                 
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
                 Outside Services Employed - Account 923
                                                                                                                 
                                                                                                                      
                                                                              Relationship            
                                                                                  "A" -               
                                                                                Associate
                                                                               "NA" - Non             
 From Whom Purchased                              Address                      Associate     Amount
<S>                                     <C>                                        <C>      <C>
Arthur Andersen & Co.                   711 Louisiana Street, Suite 7300           NA       $25,000
                                        Houston, TX  77002                                            
                                                                                                                      
Baker & McKenzie                        Jet Cargo International                    NA       113,473
                                        P. O. Box 020010                                            
                                        Miami, FL  33102                                            
                                                                                                                      
Black & Veatch                          P.O. Box 27-258                            NA        46,776
                                        Kansas City, MO  64180                                            
                                                                                                                      
Boston Pacific Company, Inc.            1225 I Street NW, Suite 890                NA        41,817
                                        Washington, DC  20005                                            
                                                                                                                      
Byron He                                9201 Kanis Road, Apt. 1N                   NA        38,629
                                        Little Rock, AR  72205                                            
                                                                                                                      
Cambridge Energy Research Assoc., Inc.  Charles Square                             NA       110,024
                                        20 University Road                                            
                                        Cambridge, MA  02138                                            
                                                                                                                      
Carregal & Funes                        Chemical Bank                              NA       200,448
                                        Enhiesta, SA                                                                  
                                                                                                                      
Chadbourne & Parke                      1101 Vermont Avenue NW                     NA       153,669
                                        Washington, D. C.  20005                                            
                                                                                                                      
Coopers & Lybrand                       317 Seventeenth Street                     NA       442,677
                                        Denver, CO  80202                                            
                                                                                                                      
Cranford Johnson Robinson Woods, Inc.   Capitol Center                             NA       204,286
                                        303 West Capital                                            
                                        Little Rock, AR  72201                                            
                                                                                                                      
DMC Services                            P.O. Box 692                               NA        25,595
                                        Boston, MA  02102                                            
                                                                                                                      
Deloitte & Touche                       Suite 3700, One Shell Square               NA        34,910
                                        New Orleans, LA  70139                                            
                                                                                                                      
Electric Power Research Institute       3412 Hillview Avenue                       NA        81,843
                                        Palo Alto, CA  94302                                            
                                                                                                                      
                                                                                                                 
Entergy Power Asia, Ltd.                Lippo Centre Main Branch                   A        $46,358
                                        Hong Kong, Chinese Bank                                            
                                                                                                                      
Entergy Services, Inc.                  639 Loyola Avenue                          A      1,024,392
                                        New Orleans, LA  70113                                            
                                                                                                                      
Fjeldstad International                 50 Locust Avenue                           NA       346,182
                                        New Canaan, CT  06903                                            
                                                                                                                      
First Pacific Network, Inc.             871 Fox Lane                               NA     1,165,238
                                        San Jose, CA  95131                                            
                                                                                                                      
Friday, Eldridge & Clark                400 West Capitol                           NA        47,000
                                        Little Rock, AR  72201                                            
                                                                                                                      
Gain Technology                         1870 Embarcadero                           NA        68,696
                                        Palo Alto, CA  94303                                            
                                                                                                                      
                                                                                                                 
Honeywell, Inc.                         1885 Douglas Drive                         NA        75,000
                                        Minneapolis, MN  55422                                            
                                                                                                                      
Hugo G. Gil Figueroa                    c/o Swiss Bank Corporation - New York      NA        54,079
                                        101-WA-375489-00                                            
                                        Banco Del Buen Ayre S.A. 358041426
                                                                                                                      
Intesol, Inc.                           1027 18th Street                           NA        34,623
                                        Santa Monica, CA  90403                                            
                                                                                                                      
Jones Walker Waechter Poitevent         Suite 245 Republic Place                   NA        91,717
 Carrere & Denegre                      1776 Eye Street N.W.                                            
                                        Washington, DC  20006                                            
                                                                                                                      
Kanwal J. Dhir                          4581 Lennox Blvd                           NA        33,000
                                        New Orleans, LA  70131                                            
                                                                                                                      
Krueger Associates                      2307 Pine Bend Drive                       NA       131,257
                                        Kingwood, TX  77339                                            
                                                                                                                      
Landry Associates                       109 Rodney Ave.                            NA       $78,679
                                        Encinitas, CA  92024                                            
                                                                                                                      
Luis A. Hernandez Jr., Inc.             5065 Westheimer, Suite 815 East            NA        33,852
                                        Houston, TX  77056                                            
                                                                                                                      
Lyon Credit Corporation                 1266 E. Main Street                        NA        25,000
                                        Soundview Plaza                                                               
                                        Stamford, CT  06902                                            
                                                                                                                      
M.W. Rice                               2222 Breckenridge                          NA        53,903
                                        Little Rock, AR  72207                                            
                                                                                                                      
Movers International                    3500 Claymoore Park Drive                  NA        33,985
                                        Houston, TX  77043                                            
                                                                                                                      
Phelps Dunbar                           400 Poydras Street                         NA        87,286
                                        Texaco Center                                                                 
                                        New Orleans, LA  70130                                            
                                                                                                                      
Pillar Corporation                      10 Post Office Square, Suite 350           NA        34,254
                                        Boston, MA  02109                                            
                                                                                                                      
Pillsbury Madison & Sutro               P.O. Box 60000                             NA       146,985
                                        San Francisco, CA  94160                                            
                                                                                                                      
Power Engineers, Inc.                   3940 Glenbrook Drive                       NA        29,726
                                        P.O. Box 1066                                                                 
                                        Hailey, ID  8333                                                              
                                                                                                                      
RCG/Hagler Bailly, Inc.                 P.O. Box 4516, Church Street Station       NA        25,506
                                        New York, NY   10261                                            
                                                                                                                      
Reid & Priest                           40 West 57th Street                        NA       437,908
                                        New York, NY  10019                                            
                                                                                                                      
SSI, Inc.                               dba Spencer Stuart                         NA       146,713
                                        P.O. Box 98991                                                                
                                        Chicago, IL  60693                                            
                                                                                                                      
Skadden, Arps, Slate, Meagher & Flom    919 Third Avenue                           NA       $35,025
                                        NY, NY  10022                                                                 
                                                                                                                      
Speas Technologies, Inc.                1601 Westpark Drive, Suite 9               NA        26,033
                                        Little Rock, AR  72204                                                   
                                                                                                                      
Sprint                                  P.O. Box 650338                            NA        25,000
                                        Dallas, TX  75265                                                        
                                                                                                                      
Strategic Performance Management        Citicorp Center, #1Sansome                 NA        39,155
                                        Street, Ste 2000
                                        San Francisco, CA  94104                                                 
                                                                                                                 
Swiatlo, David                          4700 W. Ingraham Terrace                   NA        33,280
                                        Coral Gables, FL  33133                                            
                                                                                                                      
Sybase, Inc.                            P.O. Box 60000                             NA        77,871
                                        San Francisco, CA  94160                                        
                                                                                                                
The Brock Group, Ltd.                   1155 Connecticut Avenue                    NA        86,573
                                        Washington, D. C.  20036                                            
                                                                                                                      
Urban Wallace & Associates              35 Bedford Street, Suite 18B               NA       115,394
                                        Lexington, MA  02173                                            
                                                                                                                      
Van Ness Feldman                        1050 Thomas Jefferson Street N.W.          NA        25,683
                                        Washington, DC  20007                                            
                                                                                                                      
Williams & Anderson                     111 Center Street, 22nd Floor              NA       115,659
                                        Little Rock, AR  72201                                            
                                                                                                                      
Bechtel                                 50 Beale Street                            NA        50,000
                                        San Francisco, CA  94119                                           
                                                                                                                      
Others (129)                            Various                                    NA       511,573
                                                                                                                      
                                                                                         ----------                             
Total                                                                                    $6,911,732
                                                                                         ==========                             
</TABLE>                                                      
<PAGE>                                                              

 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                                    
                  For the Year Ended December 31, 1994
                                    
              Employee Pensions and Benefits - Account 926
                                                               
                                                                     
Instructions:
Provide a listing of each pension plan and benefit program provided by
the service company.  Such listing should be limited to $25,000.

                                                                     
     Description                                              Amount
                                                                     
Moving Expense Reimbursement                                 $294,118
Other                                                          19,453
                                                         
                                                             --------        
                                                   TOTAL     $313,571
                                                             ========        
                                                                     
 
 
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                                    
                  For the Year Ended December 31, 1994
                                    
              General Advertising Expenses - Account 930.1
                                                               
                                                                     
Instructions:
Provide a listing of the amount included in Account 930.1, "General
Advertising Expenses," classifying the items according to the nature of
the advertising and as defined in the account definition.  If a
particular class includes an amount in excess of $3,000 applicable to a
single payee, show separately the name of the payee and the aggregate
amount applicable thereto.
                                                                         
                                   Name of Payee Amount         Amount
                                                                         
Powerview Newspaper Article    Maris, West & Baker, Inc.         $736
                                                                         
                                                                 ----        
                                                  TOTAL          $736
                                                                 ====        

<PAGE>

 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
             Miscellaneous General Expenses - Account 930.2
                                                                    
                                                                         
Instructions:
Provide a listing of the amount included in Account 930.2, "Miscellaneous
General Expenses," classifying such expenses according to their nature.
Payments and expenses permitted by Section 321(b)(2) of the Federal
Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C.
SS441(b)(2)) shall be separately classified.
                                                                          
                      Description                                Amount
                                                                          
     Advertisement                                                $32,095
     Miscellaneous                                                 18,532
     Director Fees and Expenses                                    37,481
                                                                          
                                                                  ------- 
                                                        TOTAL     $88,108
                                                                  ======= 
                                                                          
                                                                          
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
                           Rents - Account 931
                                                                    
                                                                          
Instructions.
Provide a listing of the amount included in Account 931, "Rents,"
classifying such expenses by major groupings of property, as defined in
the account definition of the Uniform System of Accounts.
                                                                          
                 Type of Property                                Amount
                                                                          
     Building                                                    $546,246
     Office Equipment                                              51,372
                                                                        
                                                                          
                                                                 -------- 
                                                                          
                                                        TOTAL    $597,618
                                                                 ========  
                                                                          
<PAGE>

 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
               Taxes Other Than Income Taxes - Account 408
                                                                    
                                                                    
Instructions:
Provide an analysis of Account 408, "Taxes Other Than Income Taxes."
Separate the analysis into two groups: (1) other than U.S. Government
taxes, and (2) U.S. Government taxes.   Specify each of the various kinds
of taxes and show the amounts thereof.  Provide a subtotal for each class
of tax.
                                                                                
                                           Kind of Tax         Amount
                                                                                
     Louisiana Franchise Tax Refund                           ($23,040)
     Franchise                                                  12,154
                                                                                
                                                              --------         
                                                    TOTAL     ($10,886)
                                                              ========        
                                                                      
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
                        Donations - Account 426.1

Instructions:
Provide a listing of the amount included in Account 426.1, "Donations,"
classifying such expenses by its purpose.  The aggregate number and
amount of all items of less than $3,000 may be in lieu of details.
                                                                      
       Name of Recipient                                       Amount
                                                                      
                                                                      
     Others (6)          Various charitable and educational    $2,630
                                                                      
                                                               ------       
                                                    TOTAL      $2,630
                                                               ======       
                                                                      
<PAGE>                                                                      

 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                  For the Year Ended December 31, 1994
                                    
                    Other Deductions - Account 426.5
                                                                    
                                                                         
Instructions:
Provide a listing of the amount included in Account 426.5, "Other
Deductions," classifying such expenses according to their nature.
                                                                         
            Description                 Name of                  Amount
                                         Payee
                                                                         
     Club Memberships and Dues                                   $33,692
                                                                         
                                                                 -------        
                                                        TOTAL    $33,692
                                                                 =======        
                                                                         
                 ANNUAL REPORT OF ENTERGY SERVICES, INC.
                                    
                  For the Year Ended December 31, 1994
                                    
              Schedule XVIII - Notes to Statement of Income
                                                                         
Instructions:
The space below is provided for important notes regarding the statement
of income or any account thereof.  Furnish particulars as to any
significant increases in services rendered or expenses incurred during
the year.  Notes relating to financial statements shown elsewhere in this
report may be indicated here by reference.

See Notes to Financial Statements on pages 14A - 14C.
                                                                         
                                                                         
                                                                         
<PAGE>
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                           
                           
                           Organization Chart
                                    
                                    
                            See pages 26 - A
                                    
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                          Methods of Allocation
                                                                        
    Indirect costs are allocated monthly to each project based on the direct
                     dollars charged to the project.
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
       Annual Statement of Compensation for Use of Capital Billed
                                                                        
                                                                        
                            - Not applicable -
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                          Disclaimer of Subsidization
                                                                        
                                                                        
Enterprises represents  that no Domestic  Associate Company has
subsidized the operations of Central Costanera, S.A. or Edesur, S.A. and,
further, that the transfer of any personnel from, and the rendering of
services by the Domestic Associate Companies in connection with these
companies have not adversely affected the services provided by such
companies to their respective customers.
                                                                        
<PAGE>                                                                        
                                                                        
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                    
                           Organization Charts
                                    
                  For the Year Ended December 31, 1994
                                    
                                    
Ed Lupberger - Chairman & CEO

 Terry Ogletree - Executive Vice President

 Mike Thompson - Senior Vice President, Chief Legal Officer & Secretary

 Gerald McInvale - Senior Vice President, Chief Financial Officer & Treasurer

      Bob Cushman - Vice President

      Bob Keegan - Vice President

      Larry Folks - Vice President

      Ken Oberg - Vice President

      Fred Nugent - General Counsel

<PAGE>
    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
                                                                    
                               Signature Clause
                                                                    
                                                                         
Pursuant to the requirements of the Public Utility Holding Company Act of
1935 and the rules and regulations of the Securities and Exchange
Commission issued thereunder, the undersigned company has duly caused
this report to be signed on its behalf by the undersigned officer
thereunto duly authorized.
                                                                         
                                                                         
                                        Entergy Enterprises, Inc.
                                       (Name of Reporting Company)
                                                                         
                                                                         
                                 By:     /s/ Gerald D. McInvale
                                      (Signature of Signing Officer)
                                                                         
                                                                         
                                Gerald D. McInvale - Sr. Vice President & CFO
                                 (Printed Name and Title of Signing Officer)
                                                                         
Date:       May 1, 1995                                            


<TABLE> <S> <C>

<ARTICLE> OPUR2
<CIK> 0000833411
<NAME> ENTERGY ENTERPRISES, INC.
<MULTIPLIER> 1
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994             DEC-31-1993
<PERIOD-END>                               DEC-31-1994             DEC-31-1993
<BOOK-VALUE>                                  PER-BOOK                PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY>               1,178,079                 814,788
<TOTAL-INVESTMENTS>                          3,971,758              17,884,445
<TOTAL-CURRENT-ASSETS>                      13,552,959               2,935,480
<TOTAL-DEFERRED-DEBITS>                      5,684,004               7,648,839
<OTHER-ASSETS-AND-DEBITS>                            0                       0
<TOTAL-ASSETS-AND-DEBITS>                   24,386,800              29,283,552
<TOTAL-PROPRIETARY-CAPITAL>                 22,191,220              28,665,459
<TOTAL-LONG-TERM-DEBT>                               0                       0
<NOTES-PAYABLE>                                      0                       0
<NOTES-PAYABLE-ASSOCIATE-COMP>                       0                       0
<OTHER-CURR-AND-ACCRUED-LIAB>                  161,739                 118,094
<TOTAL-DEFERRED-CREDITS>                     2,033,841                 499,999
<DEFERRED-INCOME-TAX>                                0                       0
<TOT-LIABIL-AND-PROPRIET-CAP>               24,386,800              29,283,552
<SERVICES-ASSOCIATE-COMPANIES>              11,818,915               2,305,839
<SERVICES-NON-ASSOCIATE-COMP>                  212,489               1,248,551
<MISC-INCOME-OR-LOSS>                          548,164                     165
<TOTAL-INCOME>                               1,798,503                (501,499)
<SALARIES-AND-WAGES>                         7,025,656               2,561,758
<EMPLOYEE-PENSION-AND-BENEFIT>                 313,571                 602,687
<OTHER-EXPENSES>                             8,940,980               3,087,217
<TOTAL-EXPENSES>                            16,280,207               6,251,662
<NET-INCOME>                               (14,481,704)             (6,753,161)
<TOTAL-EXPENSES-DIRECT-COST>                 6,325,880               1,015,369
<TOTAL-EXPENSES-INDIRECT-COST>               5,493,035               1,290,470
<TOT-EXP-DIRECT-AND-INDIRECT>               11,818,915               2,305,839
<PERSONNEL-END-OF-YEAR>                             48                      24
        


</TABLE>


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