ENTERGY ENTERPRISES INC
U-13-60, 1998-05-01
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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, 1997    and Ending   December 31, 1997

			     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 

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. Robert J. Cushman  Vice President - Finance

P.O. Box 61000, New Orleans, La. 70161

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

		       Entergy Corporation


		       1 of 28 pages
<PAGE>








			2 of 28 pages (Blank)

									    
<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, 210.3-01(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.
   
   
									    
									 
				3 of 28 pages
 
<PAGE> 
	   LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
									 
									 
							      
						     Schedule or      Page 
   Description of Schedules and Accounts            Account Number   Number
									 
Comparative Balance Sheet                             Schedule I       5-6
Service Company Property                              Schedule II       7
Accumulated Provision for Depreciation and            Schedule III      8
  Amortization of Service Company Property 
Investments                                           Schedule IV       9
Accounts Receivable from Associate Companies          Schedule V        10
Fuel Stock Expenses Undistributed                     Schedule VI       11
Stores Expense Undistributed                          Schedule VII      11
Miscellaneous Current and Accrued Assets              Schedule VIII     12
Miscellaneous Deferred Debits                         Schedule IX       12
Research, Development, or Demonstration Expenditures  Schedule X        12
Proprietary Capital                                   Schedule XI       13
Long-Term Debt                                        Schedule XII      14
Current and Accrued Liabilities                       Schedule XIII     15
Notes to Financial Statements                         Schedule XIV      15
Comparative Income Statement                          Schedule XV       16
Analysis of Billing - Associate Companies             Account 457       17
Analysis of Billing - Nonassociate Companies          Account 458       18
Analysis of Charges for Service - Associate and       Schedule XVI      19
  Nonassociate Companies
Schedule of Expense of Department or Service Function Schedule XVII     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
Annual Report of Entergy Integrated Solutions, Inc.   Schedule XIX      26
		    
									 
									 
LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
								       Page
Description of Reports or Statements                                  Number
									 
Organization Chart                                                      27
Methods of Allocation                                                   27
Annual Statement of Compensation for Use of Capital Billed              27
Disclaimer of Subsidization                                             27
									 
									 
									 
								      
									 
									 
			      4 of 28 pages

<PAGE>
<TABLE>
<CAPTION>
   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.
									 
Account                           Assets and Other Debits                                  As of December 31
											 Current        Prior
	 Service Company Property                                                                               
  <S>    <C>                                                                           <C>          <C> 
  101    Service company property (Schedule II)                                         $9,732,364    $5,963,020
  107    Construction work in progress (Schedule II)                                       275,929              
										       -----------  ------------
	     Total Property                                                             10,008,293     5,963,020
										       -----------  ------------
														
  108    Less accumulated provision for depreciation and amortization of service                                
	 company property (Schedule III)                                                 3,169,476     2,324,315
										       -----------  ------------
	     Net Service Company Property                                                6,838,817     3,638,705
										       -----------  ------------
														
	 Investments                                                                                            
														
  123    Investments in associate companies (Schedule IV)                               59,511,557    80,448,888
  124    Other Investments (Schedule IV)                                                                        
  128    Special Funds (Schedule IV)                                                       372,121        82,993
										       -----------  ------------
	     Total Investments                                                          59,883,678    80,531,881
										       -----------  ------------
														
	 Current and Accrued Assets                                                                             
														
  131    Cash                                                                              985,949     2,042,513
  135    Working funds                                                                     466,712       260,990
  136    Temporary cash investments (Schedule IV)                                        7,900,669              
  142    Customer Accounts Receivable                                                         (643)              
  143    Accounts receivable                                                               107,464       (15,168)
  144    Accumulated provision of uncollectible accounts                                                        
  146    Accounts receivable from associate companies (Schedule V)                      14,854,532    26,308,349
  152    Fuel stock expenses undistributed (Schedule VI)                                                        
  154    Materials and supplies                                                                                 
  163    Stores expense undistributed (Schedule VII)                                                            
  165    Prepayments                                                                       194,736              
  174    Miscellaneous current and accrued assets (Schedule VIII)                           16,964              
										       -----------  ------------
	     Total Current and Accrued Assets                                           24,526,383    28,596,684
										       -----------  ------------
														
	 Deferred Debits                                                                                        
														
  181    Unamortized debt expense                                                                               
  184    Clearing accounts                                                                                      
  186    Miscellaneous deferred debits (Schedule IX)                                    (2,369,746)     (980,702)
  188    Research, development, or demonstration expenditures (Schedule X)                                      
  190    Accumulated deferred income taxes                                               6,653,037     9,074,876
										       -----------  ------------
	     Total Deferred Debits                                                       4,283,291     8,094,174
										       -----------  ------------
														
	     TOTAL ASSETS AND OTHER DEBITS                                             $95,532,169  $120,861,444
										       ===========  ============
									 
									 
				5 of 28 pages
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

   ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
								   
		 Schedule I - Comparative Balance Sheet
								   
									 
Account            Account Liabilities and Proprietary Capital                          
									       As of December 31
									     Current         Prior
	  Proprietary Capital                                                                          
  <S>     <C>                                                                <C>            <C>   
  201     Common stock issued (Schedule XI)                                  $57,400,000    $57,400,000
  211     Miscellaneous paid-in-capital (Schedule XI)                        153,000,000    150,000,000
  216     Unappropriated retained earnings (Schedule XI)                    (141,921,568)  (108,951,736)
									    ------------   ------------
	     Total Proprietary Capital                                        68,478,432     98,448,264
									    ------------   ------------
												       
	  Long-Term Debt                                                                               
												       
  223     Advances from associate companies (Schedule XII)                     4,500,000               
  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                                              4,500,000               
									    ------------   ------------
												       
	  Current and Accrued Liabilities                                                              
												       
  231     Notes payable                                                                                
  232     Accounts payable                                                     8,783,989      9,295,609
  233     Notes payable to associate companies (Schedule XIII)                                         
  234     Account payable to associate companies (Schedule XIII)               5,274,365      1,077,669
  236     Taxes accrued                                                       (1,880,913)       702,794
  237     Interest accrued                                                                             
  238     Dividends declared                                                                           
  241     Tax collections payable                                                102,156       (114,979)
  242     Miscellaneous current and accrued liabilities (Schedule XIII)        9,033,521      5,401,980
									    ------------   ------------
	     Total Current and Accrued Liabilities                            21,313,118     16,363,073
									    ------------   ------------
												       
	  Deferred Credits                                                                             
												       
  253     Other deferred credits (See Note 9)                                  1,240,619      6,050,107
  255     Accumulated deferred investment tax credits                                                  
									    ------------   ------------
	      Total Deferred Credits                                           1,240,619      6,050,107
									    ------------   ------------
												       
  282     Accumulated Deferred Income Taxes                                                            
												       
												       
	      TOTAL LIABILITIES AND PROPRIETARY CAPITAL                     $ 95,532,169   $120,861,444
									    ============   ============
												       
								    
								    
				6 of 28 pages

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


   ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
								     
		  For the Year Ended December 31, 1997
								     
		 Schedule II - Service Company Property
								     
											    
					 Balance at           Retirements             Balance
					 Beginning                or      Other (1)  at Close
		 Description              of Year  Additions     Sales     Changes   of Year
											      
Service Company Property
											      
Account
<S>  <C>                                  <C>       <C>          <C>       <C>      <C>
301  Organization                         $126,136                                   $   126,136
303  Miscellaneous Intangible Plant           (856)                                         (856)
304  Land and Land Rights                                                                     
305  Structures and Improvements                                                               
306  Leasehold Improvements              1,882,534   1,602,513    366,722              3,118,325
307  Equipment                                                                                 
308  Office Furniture and                                                                     
      Equipment                          3,955,206   2,742,249    208,696              6,488,759
309  Automobiles, Other Vehicles                                                              
      and Related Garage Equipment                                                             
310  Aircraft and Airport Equipment                                                           
311  Other Service Company                                                                    
      Property (3)                                                                             
					--------------------------------------------------------
			    SUB-TOTAL    5,963,020   4,344,762    575,418              9,732,364
107  Construction Work in Progress                     275,929                           275,929
					--------------------------------------------------------
				TOTAL   $5,963,020  $4,620,691   $575,418            $10,008,293
					========================================================
(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                 Additions   Close of Year
Office Furniture and Equipment
     Furniture                               $1,219,027   $2,763,771
     Computer Equipment                         550,719    2,169,813
     Telephone                                  763,808    1,555,175
					     ----------   ----------
				     TOTAL   $2,533,554   $6,488,759
					     ==========   ==========

(3) Describe other service company property:
									  
									  
									  
			  7 of 28 pages

<PAGE>
   ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
	   
    Schedule III - Accumulated Provision for Depreciation
	  and Amortization of Service Company Property


</TABLE>
<TABLE>
<CAPTION>


					  Balance at   Additions                  Other      Balance
					   Beginning  Charged to               Changes Add   at Close
		   Description              of Year   Account 403 Retirements (Deduct) (1)   of Year
												      
Account                                                                                               
  <S>    <C>                               <C>         <C>          <C>           <C>      <C>
  301    Organization                      $  100,905  $   25,230   $                       $  126,135
  303    Miscellaneous Intangible Plant                                                               
  304    Land and Land Rights                                                                         
  305    Structures and Improvements                                                                  
  306    Leasehold Improvements               704,205                3,882                     700,323
  307    Equipment                                                                                    
  308    Office Furniture and Fixtures      1,519,205     823,813                            2,343,018
  309    Automobiles, Other Vehicles                                                                  
	     and Related Garage Equipment                                                             
  310    Aircraft and Airport Equipment                                                               
  311    Other Service Company Property                                                               
												      
					   -----------------------------------------------------------
				    TOTAL  $2,324,315  $  849,043   $3,882                  $3,169,476
					   ===========================================================
(1)  Provide an explanation of those changes considered material:
								    

</TABLE>
			8 of 28 pages

<PAGE>
   ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
	   
		 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.
								    
						 Balance at       Balance at
Description                                  Beginning of Year  Close of Year
								    
Account 123 - Investment in Associate Companies   
  Entergy Integrated Solutions, Inc. (13,500                      
    Shares Common Stock)                         $77,619,369     $53,542,375
  Entergy Operations Services, Inc. (3,000
    Shares Common Stock)                           2,829,519       2,483,564
  Entergy Nuclear, Inc. (3,000 Shares Common
    Stock)                                                 0       3,485,618

Account 128 - Special Funds                            
  California, Florida, Houston, Singapore,
    Washington & EOSI office security deposits        82,993         372,121
								    
Account 136 - Temporary Cash Investments 
  Commercial paper                                         0       8,448,430
  Money market                                             0        (547,761)
						 -----------     -----------
				    TOTAL        $80,531,881     $67,784,347
						 ===========     ===========
								    
	    
		      9 of 28 pages
<PAGE>
<TABLE>
<CAPTION>

									
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
								  
	     For the Year Ended December 31, 1997

    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.
									
							      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.                                      $14,631          $0
Entergy Power Development Corp.                                 5,950,724   1,559,217
Entergy Retail Services                                                 0   1,112,311
Entergy S.A.                                                          658         658
Entergy Power Development International Corp.                  10,393,507   4,009,365
Entergy Power, Inc.                                               332,088     122,380
Entergy Power Edegel                                            3,607,123     186,003
Entergy ISI                                                        73,093     348,413
Entergy Pakistan, Ltd.                                             24,570      18,515
Entergy Power CBA Holding, Ltd.                                    85,538     118,083
Entergy Power Marketing Corp.                                   1,053,972   1,286,627
Entergy Operations Services, Inc.                                 100,603      16,507
Entergy Power Operations Corp.                                    908,031   3,029,507
Entergy Power Edesur Holding                                       86,179      (4,503)
Entergy Technologies Holding Co.                                3,677,603     610,408
Entergy Power Operations Pakistan, Ltd.                                29           0
Entergy Services Inc.                                                   0    (160,033)
Entergy Holdings Inc.                                                   0     239,341
Entergy Power Generation Corp.                                          0     315,040
Entergy Power International Holdings Corp.                              0     176,409
Entergy Security Co.                                                    0     107,412
Entergy Technologies Corp.                                              0      83,947
Entergy Enterprises Inc. (Divisions)                                    0     809,607
Entergy International Ltd.                                              0     344,881
Entergy Nuclear Inc.                                                    0     159,010
Entergy Arkansas                                                        0     365,427
							      ----------- -----------
						       TOTAL  $26,308,349 $14,854,532
							      =========== ===========
									     Total
Analysis of Convenience or Accommodation Payments:                          Payments
Entergy Integrated Solutions, Inc. - Consulting                            $2,107,165
									   ----------
							   TOTAL PAYMENTS  $2,107,165
									   ==========
									
									
									
									
</TABLE>                                                                
									
			   10 of 28 pages


<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
								    
       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         None         None        None
   Undistributed
								     
								     
				     -------------------------------------
			 TOTAL       $       0   $       0    $       0
				     =====================================
Summary:                                                               
								       
							    
	  
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
								    
	  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
				  =================================== 

			11 of 28 pages


<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
								    
    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.

								   
						Balance at  Balance at
	    Description                          Beginning   Close of
						  of Year       Year
								    
Account 174 - Miscellaneous Current and Accrued Assets
Interest Receivable on Temporary Investments      $      0   $  9,390
Other                                                    0      7,574
						  --------   --------
								    
					   TOTAL  $      0   $ 16,964
						  ========   ========
								    
								    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
								    
	  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    Close of
						  of Year       Year
							       
Account 186 - Miscellaneous Deferred Debits
Employee Benefits                              $(1,068,792) $(2,433,593)
Non-Productive Time                                 83,490       63,847
Intercompany Suspense                                4,600            0
					       -----------  -----------
				       TOTAL   $  (980,702) $(2,369,746)
					       ===========  ===========
								    
								    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
								    
 Schedule X - Research, Development, or Demonstration Expenditures
								    
		       (In Thousands)
								    
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  
						    ========
								    
			12 of 28 pages     

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
								    
	      Schedule XI - Proprietary Capital
<TABLE>                                                                    
<CAPTION>
								    
									       
										
				 Number of                  
				   Shares     Par of Stated    Outstanding Close of Period
Account Number   Class of Stock  Authorized  Value Per Share   No. of Shares  Total Amount
<S>                                 <C>            <C>              <C>        <C>
201             Common Stock Issued 100,000        None             57,400     $57,400,000
										
</TABLE>                                                     
										
Instructions:                                                                   
Classify amounts in each account with brief explanation, disclosing the general
nature of transactions which gave rise to the reported amounts.
		      
	     Description                                      Amount
										
Account 211 - Miscellaneous Paid-in Capital                           
	       Capital contribution from Entergy Corp.                      
		to invest in Entergy ISI and Entergy
		Nuclear                                      $153,000,000

Account 215 - Appropriated Retained Earnings                         None   
							     ------------  
						     TOTAL   $153,000,000   
							     ============
										
										
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.
										
			Balance at    Net Income    Dividends  Balance at
			 Beginning    -or (loss)      Paid      Close of
 Description              of Year                                 Year
										
Account 216 -         $(108,951,736)  $(32,969,832)   None    $(141,921,568)
 Unappropriated                        
 Retained Earnings
										
		      -----------------------------------------------------
	      TOTAL   $(108,951,736)  $(32,969,832)   None    $(141,921,568)
		      =====================================================
										
			    13 of 28 pages

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
	     
	     For the Year Ended December 31, 1997
								    
		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>         <C>
Account 223 - Advances from
		Associate                                                                           
		Companies:   Entergy Corporation                           $    0    $4,500,000              $4,500,000
											     
Account 224 - Other Long-Term
		Debt:                                                        None                                  None 
											     
									   --------------------------------------------
		TOTAL                                                      $    0    $4,500,000              $4,500,000
									   ============================================

</TABLE>
								       

				14 of 28 pages

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
			      
	     For the Year Ended December 31, 1997
								    
       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.
								       
						     Balance at  Balance at
		  Description                        Beginning    Close of 
						      of Year       Year
								       
Account 233 - Notes Payable to Associate Companies      None        None

						    ----------- -----------
					      TOTAL $     0     $     0    
						    =========== ===========

Account 234 - Accounts Payable to Associate Companies
Entergy Services, Inc.                               $  702,567  $2,042,103
Entergy Power, Inc.                                      13,200           0
Entergy Power S.A.                                        8,645       8,645
Entergy Power Marketing Corp.                           302,920     165,324
Entergy Corporation                                      50,337      35,576
Entergy Retail Services                                       0   2,138,110
Entergy Enterprises Inc. (Divisions)                          0     809,607
Entergy Power Asia Ltd.                                       0      75,000
						     ----------  ----------
				      TOTAL          $1,077,669  $5,274,365
						     ==========  ==========
Account 242 - Miscellaneous Current and 
  Accrued Liabilities                                   
Benefit Plans                                        $3,144,126  $7,809,672
Outside Directors Stock Plan                            (22,201)     (8,833)
Accrued Liabilities - Office Relocations              2,280,055   1,232,682
						     ----------  ----------
				      TOTAL          $5,401,980  $9,033,521
						     ==========  ==========
								       
								       
								       
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
								       
		  For the Year Ended December 31, 1997
								       
	      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 15-A through 15-E
								       
			15 of 28 pages

<PAGE>

      ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC.
			(UNCONSOLIDATED)
				
	      For the Year Ended December 31, 1997
				
	  Schedule XIV - Notes to Financial Statements



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  A. Organization

     Entergy  Enterprises,  Inc. (Enterprises  or  the  Company),
     formerly  Electec,  Inc.,  is a  diversified  subsidiary  of
     Entergy Corporation (Entergy) 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;   (1)
     preliminary development activities with respect  to  various
     investment opportunities for the Entergy System, (2)  market
     to non-associates the System's expertise and capabilities in
     energy-related  areas, including the  expertise  of  Entergy
     Power,  Inc. (EPI) gained from its bulk power business,  (3)
     market to non-associates intellectual property developed  by
     System    companies,   (4)   provide   various   consulting,
     management, administrative and support services to associate
     companies,   excluding  certain  associate  companies,   (5)
     provide  directly, or indirectly through one or more special
     purpose  subsidiary  companies of  Entergy  or  Enterprises,
     various operations and maintenance services to non-associate
     or  associate companies (other than the excluded companies),
     and (6) 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.
     
  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  costs  and  improvements   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.
     
  F. Use of Estimates in the Preparation of Financial Statements
  
     The  preparation of financial statements in conformity  with
     generally accepted accounting principles requires management
     to  make  estimates and assumptions that affect the reported
     amounts  of  assets  and liabilities  at  the  date  of  the
     financial  statements and the reported amounts  of  revenues
     and  expenses  during the reporting period.  Actual  results
     could differ from those estimates.
  
  G. Income Taxes

     The  company accounts for income taxes pursuant to Statement
     of  Financial  Accounting Standards No. 109 "Accounting  For
     Income  Taxes"  (FAS  109).   This  standard  requires  that
     deferred   income  taxes  be  recorded  for  all   temporary
     differences between the financial statement and tax basis of
     assets  and  liabilities  and loss carryforwards,  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   Company  joins  its  parent  and  the  other   Entergy
     subsidiaries  in  filing a consolidated Federal  income  tax
     return.   Income  taxes (or benefits) are allocated  to  the
     Company  in  proportion to its contribution to  consolidated
     taxable income.

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  $16,348,000,
     $4,367,000 and $2,875,000 for the years 1997, 1996 and 1995,
     respectively.

3.   INCOME TAXES

     The  tax  sharing agreement with Entergy provides  that  the
     Company  will  receive  tax benefit for  its  taxable  loss.
     Accordingly,  a  long-term receivable has been  recorded  at
     December  31,  1997  to  reflect  the  tax  benefit  of  the
     Company's  cumulative  loss in jurisdictions  in  which  the
     Company  files  combined or consolidated returns.  (Federal,
     Arkansas, and Mississippi for 1997)
     
     Deferred  income  taxes  are  provided  in  recognition   of
     temporary  differences between the financial  reporting  and
     income  tax  basis  of  assets  and  liabilities  and   loss
     carryforwards.  Deferred income tax assets (liabilities) are
     comprised of the following at December 31, 1997 and 1996.

						     1997            1996
Deferred Tax Assets/(Liabilities):                                            
      Equipment and fixed assets                     2,334,895         273,578
      Deferred charges and other                       541,620       3,203,615
      Unrealized loss on marketable securities       2,142,726       2,142,726
      Other intangible assets                        1,198,646       1,665,592
      Business Development Assignment                  435,150       1,789,365
      State net operating loss carryforwards           325,753         325,753
						   -----------     -----------
Gross deferred tax asset/(liability)                 6,978,790       9,400,629
									      
      State Deferred tax valuation allowance          (325,753)       (325,753)
						   -----------     -----------
Net Deferred Tax Assets/(Liabilities)              $ 6,653,037     $ 9,074,876
						   ===========     ===========

     The  ultimate  realization of these deferred tax  assets  is
     dependent  upon future taxable income sufficient  to  offset
     the  related  deductions and loss carryforwards  within  the
     applicable carryforward period.  The valuation allowance  is
     based upon management's conclusions that sufficient positive
     evidence,  as defined as FAS 109, regarding the  realization
     of  certain  tax  carryforward  items  does  not  exist  and
     generally  relate to state loss carryforwards in  states  in
     which Entergy or its subsidiaries do not file a combined  or
     consolidated return.


     The provision for intercompany (benefit) expense in lieu  of
     federal  income taxes for the year ended December  31,  1997
     and 1996 consisted of the following:
									       
						     1997             1996     
							   (In dollars)             
Current:                                                                       
  Federal                                         $(6,485,166)     $  265,910 
  State                                            (1,085,819)         98,270
						  -----------      ----------
     Total Current Income Tax Expense (Benefit)    (7,570,985)        364,180 
						  -----------      ----------
									       
Deferred:                                                                      
  Federal                                           1,595,566      (1,443,681) 
  State                                               826,273         110,630 
  Valuation Allowance                                       -               - 
						  -----------      ----------
	      Total Deferred Income Tax Expense     2,421,839      (1,333,051) 
						  -----------      ----------
  Recorded income tax expense                     $(5,149,146)     $ (968,871) 
						  ===========      ==========
     
     The  Company's  total income taxes differ from  the  amounts
     computed  by applying the statutory Federal income tax  rate
     to   income  before  taxes.   The  primary  reason  for  the
     difference is the effect of state income taxes.
     
     At  December  31, 1997, the Company had net  operating  loss
     carryforwards  available  for  state  income  tax  reporting
     purposes of approximately $3.3 million.  These net operating
     loss  carryforwards  expire during various  periods  through
     2011 depending on the taxing jurisdiction.

4.   INVESTMENT IN FIRST PACIFIC NETWORKS, INC. (FPN)

     During 1995, the Company experienced a continuing decline in
     market value per share of its investment in the common stock
     of FPN, and management determined that the decline in market
     value  of  the  FPN  investment was  other  than  temporary.
     Accordingly, in 1995 the Company recognized such decline  in
     the  market  value of its FPN investment in its  results  of
     operations as an other than temporary decline.  In  December
     1996, the Company wrote-off the book value of its investment
     in FPN.
     
     In March 1994, Enterprises consummated with FPN an amendment
     to  a  Product  License Agreement (the "License  Agreement")
     entered  into  in  July  1991  in  connection  with  utility
     applications,  being jointly developed  by  Enterprises  and
     FPN,  for  FPN's  patented communications  technology.   The
     original License Agreement primarily provided Enterprises an
     exclusive  irrevocable license to make,  use  and  sell  the
     "Core  Technology" in the "New Products" and sub-license  to
     "Qualifying Utilities" the right to manufacture and  provide
     the  New  Products  to  end users.   The  amendment  removed
     Enterprises'  right to manufacture or have manufactured  the
     New  Products.   As consideration for the amendment  of  its
     rights,  Enterprises received $2 million upon the  execution
     of  the amendment, which was recorded as a reduction of  its
     investment in the original license agreement amount,  and  a
     $7   million   unsecured,  non-interest  bearing  obligation
     payable on demand after March 15, 1998.  Given FPN's limited
     success    to   date   in   commercializing   its   patented
     communications  technology, Enterprises is uncertain  as  to
     FPN's   ability   to   meet  its  $7   million   obligation.
     Consequently,   Enterprises   has   fully   reserved    this
     receivable.
     
     As   a   result  of  reliability  problems  encountered   in
     connection with the testing of the New Products on  May  24,
     1995,  Enterprises and FPN entered into a new  amendment  to
     the  Product (the "Second Amended Agreement"), which,  among
     other  things, (i) terminated the parties' joint  effort  to
     complete  the development of the New Products, (ii) retained
     and expanded Enterprises' exclusive license to make, use and
     market the New Products within the territorial limits of the
     Entergy  System;  and (iii) modified Enterprises'  right  to
     share  in  revenues derived from the marketing  of  the  new
     Products  outside the Entergy System.  Although  the  Second
     Amended   Agreement  contemplates  that  FPN   may   proceed
     independently  with  the development of  the  New  Products,
     given  the  above  referenced  problems  and  the  resulting
     uncertainty concerning the long-term commercial  success  of
     the  New Products, the Company has recognized a $1.6 million
     loss  on the write-down of the remaining unamortized balance
     of the product license fee at December 31, 1995.
     
5.   INVESTMENT IN SYSTEMS AND SERVICE INTERNATIONAL, INC.

     In  1992,  Enterprises  formed  a  new  subsidiary,  Entergy
     Integrated Solutions, Inc. (EISI), formerly Entergy  Systems
     and  Service, 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.

     In  April,  1995, Entergy Systems consummated  a  series  of
     transactions  with SASI which, among other  things;  amended
     the  existing  Distribution Agreement to provide  for  lower
     prices and eliminated minimum order quantities; provided for
     Entergy   System's  purchase  of  certain  additional   SASI
     developed technology; provided for a Confidentiality and Non-
     Competition  Agreement  with  SASI;  and  provided  for  the
     redemption  of  Entergy System's common stock investment  in
     SASI.
     
     In  January  1997, EIS exercised its option to  buy  certain
     Patents  ($250,000) and other technology  assets  ($850,000)
     from SASI which have ceased business operations.

6.   COMMON STOCK

     At  December  31,  1997, Enterprises is authorized,  by  its
     Charter,  to  issue  100,000 shares  of  its  common  stock.
     During 1997, Enterprises issued 3,000 shares of common stock
     for  $3  million primarily to fund Entergy Nuclear  Inc.,  a
     subsidiary of Entergy Enterprises, Inc.

     It  is anticipated that Enterprises' cash flow generated  by
     ongoing  operations may not be sufficient  to  fund  all  of
     Enterprises'  obligations.   On  June  30,  1995,  the   SEC
     authorized  Entergy  to invest up to  $350  million  through
     December  31,  1997 in Enterprises.  In addition  to  common
     stock,  such  investments  may  take  the  form  of  capital
     contributions, loans, and/or guarantees of the  indebtedness
     or  other  obligations  of Enterprises  or  certain  of  its
     affiliated companies.
     
7.   COMMITMENTS & CONTINGENCIES

     In June 1993, Catalyst Technologies, Inc. (CTI) filed a
     petition in the Civil District Court for the Parish of
     Orleans, Louisiana (CDC) , against Electec, Inc., now named
     Entergy Enterprises, Inc. (EEI), which is a wholly-owned non-
     utility subsidiary of Entergy Corporation.  The petition
     alleged, among other things, breach of contract, and breach
     of the obligation of good-faith and fair dealing.  On August
     8, 1997, a jury in the CDC returned a verdict against EEI in
     the amount of $346 million plus interest of approximately
     $118 million.  On November 15, 1997 the trial judge entered
     a judgment notwithstanding the verdict in the CTI lawsuit.
     Finding as a matter of law that the jury's verdict was
     incorrect, the judge ruled that no contract ever existed
     between CTI and Entergy Enterprises, and that the verdict
     was contrary to the law and the evidence.  CTI has appealed
     this ruling to the Louisiana Court of Appeal for the Fourth
     Circuit.  No date for the filing of appellate briefs or oral
     argument has been set.  On September 30, 1997, CTI filed
     another lawsuit against Entergy Corporation, Entergy
     Services, Entergy Enterprises and certain individuals who
     are, or at one time were, directors of those corporations.
     The suite claims, among other things, that CTI suffered
     damages as a result of actions on the part of Entergy that
     allegedly caused the individual defendants to breach their
     fiduciary duties owed to Entergy Enterprises and,
     indirectly, to CTI as Entergy Enterprises' judgment
     creditor.  After the decision of the trial judge in the
     original CTI suite, CTI voluntarily moved to dismiss this
     proceeding, and it was dismissed without prejudice on
     January 16, 1998.

     Panda Energy Corporation (Panda) has commenced litigation in
     the Dallas District Court naming Entergy, Entergy
     Enterprises, Entergy Power Incorporated, Entergy Power Asia
     LTD, and the Company as defendants.  The allegations against
     the defendants include, among others, tortuous interference
     with contractual relations, conspiracy, misappropriation of
     corporate opportunity, unfair competition and fraud, and
     constructive trust issues.  Panda seeks damages of
     approximately $4.8 billion, of which $3.6 billion is claimed
     in punitive damages.  During 1996, the trial court granted
     an order that was, in effect, a summary judgment in favor of
     the defendants.  However, Panda Energy Corporation has
     appealed and all parties have filed their briefs and are
     awaiting the appellate court's decision.  The Company and
     Entergy continue to believe that this lawsuit is without
     merit, that the damages claimed are not supportable, and
     that some or all of the claims against Entergy will be
     dismissed.


<PAGE>
<TABLE>
<CAPTION>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
						      
		For the Year Ended December 31, 1997

		   Schedule XV Statement of Income
						      
							    
Account                   Description                   Current Year    Prior Year
										    
	  Income                                                                    
   <S>    <C>                                             <C>            <C>
   457    Services rendered to associate companies        $48,358,384    $15,879,036
   458    Services rendered to nonassociate companies          59,562        137,673
   418    Subsidiary Income                               (22,937,331)   (30,457,116)
   419    Interest Income                                     390,704        149,723
   421    Miscellaneous income or loss                       (380,904)             0
							 ------------   ------------
	  Total Income                                     25,490,415    (14,290,684)
							 ------------   ------------
										    
	  Expense                                                                   
   920    Salaries and wages                               25,216,073     10,574,432
   921    Office supplies and expenses                     15,751,408      4,977,511
   922    Administrative expense transferred - credit      (5,782,215)    (5,935,364)
   923    Outside services employed                        20,155,172      6,558,581
   924    Property insurance                                   24,576         56,179
   925    Injuries and damages                                157,707         31,381
   926    Employee pensions and benefits                      665,577        684,522
   928    Regulatory commission expense                             0              0
   930.1  General advertising expenses                         48,156         29,001
   930.2  Miscellaneous general expenses                      198,205         61,156
   931    Rents                                             3,768,988      1,427,145
   932    Maintenance of structures and equipment              62,496         10,648
   940    Active Development                                        0              0
   403    Depreciation and amortization expense             2,037,137      1,428,488
   408    Taxes other than income taxes                       267,465         15,149
   409    Income taxes                                     (7,570,985)       190,236
   410    Provision for deferred income taxes               2,421,839     (5,708,168)
   416    Cost & Expense of Merchandising                   1,013,697              0
   426.1  Donations                                             8,250         32,090
   426.5  Other deductions                                     16,375      9,297,761
   431    Other interest expense                                  326               
							 ------------   ------------
					 Total Expense     58,460,247     23,730,748
							 ------------   ------------
										    
										    
				  Net Income or (Loss)   ($32,969,832)  ($38,021,432)
							 ============   ============
										    
										    
										    
</TABLE>                                                            
							    
				16 of 28 pages

<PAGE>
<TABLE>
<CAPTION>
    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES,INC.(UNCONSOLIDATED)
								     
		For the Year Ended December 31, 1997

			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                 
 <S>                                          <C>             <C>            <C>       <C>     
 Entergy ISI                                  $2,123,987            $0                 $2,123,987
												 
 Entergy S.A.                                     71,516        19,494                     91,010
												 
 Entergy Power International Holdings Corp.      262,111        53,535                    315,646
												 
 Entergy Edesur                                  202,368       117,166                    319,534
												 
 Entergy Transener S.A.                          231,859        69,491                    301,350
												 
 Entergy Operations Services Inc.                272,350        10,892                    283,242
												 
 Entergy Richmond Power Corp.                     20,833         6,481                     27,314
												 
 Entergy Power Edegel Inc.                     1,065,237       312,900                  1,378,137
												 
 Entergy Power CBA Holding Ltd.                   22,445        10,099                     32,544
												 
 Entergy Pakistan, Ltd.                           71,034        20,135                     91,169
												 
 Entergy Power, Inc.                           1,246,342        61,308                  1,307,650
												 
 Entergy Power Development Corp.              14,306,747     7,743,864                 22,050,611
												 
 Entergy Power Operations Corp.                2,733,836       705,900                  3,439,736
												 
 Entergy Technologies Holding Company          1,567,927     1,903,837                  3,471,764
												 
 Entergy Power Marketing Corp.                 8,372,376       434,891                  8,807,267
												 
 Entergy Power Development International       2,299,038       650,360                  2,949,398
												 
 Entergy Power Generation Corp.                   81,242        18,487                     99,729
												 
 Entergy Technology Corp.                        742,834       525,462                  1,268,296
					     ----------------------------------------------------
				      TOTAL  $35,694,082   $12,664,302     - 0 -      $48,358,384
					     ====================================================
									 
									 
									 
			    17 of 28 pages

<PAGE>

</TABLE>
<TABLE>
<CAPTION>

    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES,INC.(UNCONSOLIDATED)
								       
		  For the Year Ended December 31, 1997
								       
			  Analysis of Billing  
			  
		   Nonassociate Companies - Account 458

										      
										      
Instruction:
Provide a brief description of the services rendered to each nonassociate
company:
											
			 Direct    Indirect Compensation              Excess     Total
			  Cost       Cost     For Use      Total        Or       Amount
Name of Nonassociate     Charged   Charged   of Capital     Cost    Deficiency   Billed
  Company                458-1      458-2      458-3                  458-4             
<S>                      <C>        <C>                   <C>        <C>        <C>    
Vidalia-Catalyst         
 (Construction
 Management)             $     0    $    0                $     0    $47,937    $47,937

SMUD                      11,625     3,023                 14,648     (3,023)    11,625
			 --------------------------------------------------------------
		 TOTAL   $11,625    $3,023                $14,648    $44,914    $59,562
			 ============================================================== 
											
											
										      
				18 of 28 pages
</TABLE>
<PAGE>                                         
<TABLE>
<CAPTION>
    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES,INC.(UNCONSOLIDATED)
								       
		  For the Year Ended December 31, 1997
								       
	    Schedule XVI - Analysis of Charges for Service - 
		   Associate and Nonassociate Companies
    
    
Total cost of service will equal for associate and nonassociate companies
the total amount billed under their separate analysis of billing schedules.
									 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 & wages   $16,301,891   $5,783,929  $22,085,820   $10,000   $2,600  $12,600 $16,311,891  $5,786,529  $22,098,420
921       Office supplies 
	   and expenses       13,771,297    4,886,072   18,657,369         0        0        0  13,771,297   4,886,072   18,657,369
922       Administrative expense                                                                                         
	   transferred - 
	   credit             (5,543,850)  (1,966,964)  (7,510,814)        0        0        0  (5,543,850) (1,966,964)  (7,510,814)
923       Outside services 
	   employed            8,739,221    3,100,686   11,839,907     1,625      423    2,048   8,740,846   3,101,109   11,841,955
924       Property insurance           0            0            0         0        0        0           0           0            0
925       Injuries and damages    19,850        7,043       26,893         0        0        0      19,850       7,043       26,893
926       Employee pensions 
	   and benefits          120,781       42,853      163,634         0        0        0     120,781      42,853      163,634
930       General advertising 
	   expenses               48,156       17,086       65,242         0        0        0      48,156      17,086       65,242
930.2     Miscellaneous general 
	   expenses              203,081       72,053      275,134         0        0        0     203,081      72,053      275,134
931.0     Rents                2,005,536      711,567    2,717,103         0        0        0   2,005,536     711,567    2,717,103
932       Maintenance of 
	   Structures and        
	   Equipment               2,739          972        3,711         0        0        0       2,739         972        3,711
403       Depreciation and 
	   amortization           25,230        8,952       34,182         0        0        0      25,230       8,951       34,182
	   expense
408       Taxes other than 
	   income taxes                0            0            0         0        0        0           0           0            0
409       Income taxes                 0            0            0         0        0        0           0           0            0
410       Provision for deferred 
	   income taxes                0            0            0         0        0        0           0           0            0
416       Cost & Exp of                                                                                          
	   Merchandising               0            0            0         0        0        0           0           0            0
426       Donations                  150           53          203         0        0        0         150          53          203
426.5     Other deductions             0            0            0         0        0        0           0           0            0
431       Other interest expense       0            0            0         0        0        0           0           0            0
			    -------------------------------------------------------------------------------------------------------
	    TOTAL EXPENSES    35,694,082   12,664,302   48,358,384   $11,625    3,023   14,648  35,705,707  12,667,325   48,373,032
			    -------------------------------------------------------------------------------------------------------
	  Compensation for use of Equity                                                                         
	   Capital
			    -------------------------------------------------------------------------------------------------------
430       Interest on debt to associate                                                                                            
	   companies                   0            0            0         0        0        0           0           0            0
			    -------------------------------------------------------------------------------------------------------
      TOTAL COST OF SERVICE $ 35,694,082  $12,664,302  $48,358,384   $11,625   $3,023  $14,648 $35,705,707 $12,667,325  $48,373,032
			    =======================================================================================================
																 
			   19 of 28 pages
</TABLE>                                              
<PAGE>                                      
<TABLE>
<CAPTION>
    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES,INC.(UNCONSOLIDATED)
								       
		  For the Year Ended December 31, 1997
								       
	    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            Description of Items                Total                      Demand Side                                    
Number                                                 Amount       Executive     Management   Development    Legal  Administration
<S>     <C>                                          <C>           <C>            <C>           <C>         <C>          <C>
920     Salaries & wages                             $25,216,073   $ 2,708,683    $  505,224   $6,450,966    $ 895,624   $4,407,092
921     Office supplies and expenses                  15,751,408     6,996,238       221,690    3,817,884      314,664    1,354,231
922     Administrative expense transferred - credit   (5,782,215)     (273,816)      (25,609)  (3,137,346)    (229,257)    (681,626)
923     Outside services employed                     20,155,172     8,184,745     3,136,148    3,405,916    1,289,175    1,106,667
924     Property insurance                                24,576        20,183                        237                     4,156
925     Injuries and damages                             157,707       130,350           750          351                     7,506
926     Employee pensions and benefits                   665,577        (6,246)          625       22,350       40,891      529,311
930.1   General advertising expenses                      48,156                                   16,313                          
930.2   Miscellaneous general expenses                   198,205        (1,689)           20       (4,015)                    2,590
931     Rents                                          3,768,988         8,355         2,033    2,328,359          148      994,924
932     Maintenance of structures and                    
	 equipment                                        62,496                                   56,249                     3,508
403     Depreciation and amortization expense          2,037,137       360,473        25,230      789,156                   522,037
408     Taxes other than income taxes                    267,465       220,928                      9,047        5,849       29,032
409     Income taxes                                  (7,570,985)   (8,151,034)     (205,596)                             1,161,565
410     Provision for deferred income taxes            2,421,839     2,737,992        87,058                               (764,920)
416     Cost & Exp of Merchandising                    1,013,697     1,013,697                                                     
426.1   Donations                                          8,250         5,500                                                1,600
426.5   Other deductions                                  16,375        13,661                                     169          600
431     Other Interest Expense                               326           326                                                     
						    -------------------------------------------------------------------------------
				    TOTAL EXPENSES  $ 58,460,247   $13,968,346    $3,747,573  $13,755,467   $2,317,263   $8,678,273
						    ===============================================================================
								   
			       20 of 28 pages
</TABLE>                                                              
<PAGE>                                                  
<TABLE>
<CAPTION>
    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES,INC.(UNCONSOLIDATED)
								       
		  For the Year Ended December 31, 1997
								       
	    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            Description of Items                Bulk          Entergy      Technical     Security                         
Number                                                 Power        Power Mktg.   Services      Business
<S>     <C>                                           <C>           <C>           <C>           <C>  
920     Salaries & wages                              $64,663       $5,349,633    $4,512,519   $  321,669
921     Office supplies and expenses                   43,863        1,161,025     1,798,147       43,666
922     Administrative expense transferred - credit                               (1,434,561)
923     Outside services employed                      44,001        1,776,206     1,067,682      144,632  
924     Property insurance                                                                           
925     Injuries and damages                                            18,750                       
926     Employee pensions and benefits                                  55,188        23,458      
930.1   General advertising expenses                      639           31,204                     
930.2   Miscellaneous general expenses                 36,699          163,150         1,450       
931     Rents                                          35,478          333,258        65,934          499
932     Maintenance of structures and                    
	 equipment                                                       2,739                   
403     Depreciation and amortization expense                          333,468         6,773      
408     Taxes other than income taxes                                    2,609                     
409     Income taxes                                                                   6,425     (382,345)
410     Provision for deferred income taxes                                           (2,657)     364,366
416     Cost & Exp of Merchandising                                                                                                
426.1   Donations                                                          150         1,000        
426.5   Other deductions                                                                            1,945
431     Other Interest Expense                                                                                                     
						    -----------------------------------------------------
				    TOTAL EXPENSES   $225,343      $ 9,227,380    $6,046,170     $494,432
						    =====================================================
								   
			      20 OF 28 PAGES
</TABLE>                                                               
<PAGE>
<TABLE>  
<CAPTION>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
								     
		  For the Year Ended December 31, 1997
								     
	     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
<S>                        <C>                    <C>             <C>            <C>               
Executive                  $2,708,683             $2,372,435      $1,353          13
Development                17,204,674             15,068,934       8,597         101
Legal                         895,624                784,444         448           8
Administration              4,407,092              3,860,008       2,202         109
			  ----------------------------------------------------------
		    TOTAL $25,216,073            $22,085,821     $12,600         231
			  ==========================================================
</TABLE>                                                
   ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
								     
		  For the Year Ended December 31, 1997
								     
		 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-G                                         $20,155,172
								 ===========           
									 
									 
									 
			     21 of 28 pages

<PAGE>

  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
									   
		   For the Year Ended December 31, 1997
									  
		  Outside Services Employed - Account 923
									   
									   
							Relationship     
						      "A"- Associate    
							"NA" - Non      
       From Whom Purchased            Address            Associate     Amount
											     
Ablest Service Corp.              P. O. Box 8000             NA        37,641
				  Buffalo, NY  14267                                       
											     
Accountemps                       P.O. Box 61000             NA        41,444
				  San Franciso, CA  94161-1683                                  
											     
Adams and Reese                   4500 One Shell Square      NA       126,287
				  New Orleans, LA  70139                                     
											     
Add-A-Temp                        25025 I-45 N. #300         NA        55,646
				  Woodlands, TX  77380                                      
											     
Adirondack China Limited          P. O. Box 692332           NA        32,000
				  Houston, TX  72269                                       
											     
Akin, Gump, Strauss, Hauer        1900 Penzoil Place         NA       620,602
				  So. Tower 711 Louisiana Street                               
				  Houston, TX  77002                               
											    
Allen & Overy                     National Westminster       NA        47,779
				  London, England  EC2P2AP                               
											     
Authur Andersen, LLP (NO)         P. O. Box 730260           NA       182,237
				  Dallas, TX  75373-0260                               
											     
Arthur, Robinson & Hedderwicks    GPO Box 1776Q              NA        39,510
				  Melbourne, Australia                               
											     
Asmara Limited                    37 Soho Square             NA        27,915
				  London, England  WIV SDG                               
											     
Beck, R. W.                       2201 E. Camelback Rd.      NA        37,500
				  Phoenix, AZ  85016-3433                               
											     
Berkhemer/Clayton Inc.            800 North Alameda St.      NA        41,262
				  Los Angeles, CA  90012                               
											     
Black & Veatch                    P.O. Box 27-258            NA        27,270
				  Kansas City, MO  64180                               
											     
Buchanan Ingersoll                One Oxford Centre          NA       158,049
				  301 Grant Street                                           
				  Pittsburgh, PA  15219                               
									    
			  21A of 28 pages

<PAGE>

    ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
									   
		  For the Year Ended December 31, 1997
									  
		Outside Services Employed - Account 923
									   
									   
							Relationship     
						       "A"- Associate    
							 "NA" - Non      
      From Whom Purchased           Address               Associate  Amount
											     
Cambridge Energy Research Asso  Charles Square                NA     118,367
				20 University Rd.                                  
				Cambridge, MA  02138                                  
											     
Career Placement Temporaries    4444 Richmond Ave.            NA      39,057
				Houston, TX  77027-6798                                  
											     
Carregal & Funes                Chemical Bank                 NA      90,881
				Enhiesta, SA                                                 
											     
Chadbourne & Parke              1101 Vermont Avenue NW        NA     554,034
				Washington, D. C.  20005                                  
											     
Clifford Chance                 30th Floor Jardine House      NA      51,672
				One Connaught Place                                  
				Hong Kong                                                    
											     
Cid de Azevedo Costa Junior     Rua Cosme Velho 415           NA      35,477
				Rio de Saneiro, Brazil  22241-090
											     
Coopers & Lybrand - Checks      P. O. Box 841221              NA     283,284
				Dallas, TX  75284-1221                                  
											     
Coopers & Lybrand-London        1 Embankment Place            NA      35,848
				London  WCZN 6NN                                  
											     
Coopers & Lybrand               1 Queen's Road Central        NA      93,974
				Hong Kong                                                    
											     
Computer Systems Authority      6800 LBJ Freeway              NA     100,900
				Suite 181                                                    
				Dallas, TX  75240                                  
											     
Cox, Mickey                     1710 Royal Dr.                NA      37,636
				Conway, AR  72032                                  
											     
Cyberlan Techonologies          P.O. Box 16443                NA      49,708
				Little Rock, AR  72231                                  
											     
DLJ Securities Corp             277 Park Avenue               NA      60,000
				New York, NY  10172                                  
											     
			    21B of 28 pages

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
									   
		For the Year Ended December 31, 1997
									  
	      Outside Services Employed - Account 923
									   
									   
							     Relationship     
							    "A"- Associate    
							      "NA" - Non      
       From Whom Purchased               Address              Associate   Amount
DecisionQuest                      2050 West 190th Street         NA      87,559
				   Torrance, CA  90504                              
											
Delaney, Andrew John               167 East 67th Street           NA      28,093
				   New York , NY  10021                              
											
Duerod, Kurt                       15603 South Marshfield         NA      52,596
				   Harvey, IL  60426                              
											
Duke/Fluor Daniel Inc.             P. O. Box 951311               NA      47,500
				   Dallas, TX  75395-1311                              
											
Ecoenergia de Brant Roberto        Av. A Davilla 750 PB           NA      52,857
				   Buenos Aires, Argentina 1107
											
Ellis, Richard, Chartered Surv     Barclays Bank Plc              NA      41,759
				   London, England  EC3V                              
											
EnCon Associates                   233 Needham Street             NA      66,300
				   Newton, MA  02164                              
											
ENSR Consulting                    P.O. Box 17589                 NA      37,925
				   Newark, NJ  07194                              
											
Entergy Enterprises, Inc.          900 S. Shackleford Road,       A      150,979
				   Suite 210
				   Little Rock, AR  72211                              
										       
Entergy Services, Inc.             639 Loyola Avenue              A    8,680,585
				   New Orleans, LA  70113                              
											
Fernandez Quiroga & Onetto, Ab     Reconguisha 379 Piso           NA      33,541
				   Buenos Aires, Argentina                              
											
Friday, Eldridge & Clark           400 West Capitol               NA      47,582
				   Little Rock, AR  72201                              
											
Frontier 7 Pic                     9 Fridtjof Nanson Bl           NA      29,245
				   Bulgaria                                             
											
F.G. Hyde, Inc.                    16316 E. Soriano Dr.           NA      66,960
				   Hacienda Heights, CA  91745                              
											
General Physics Corporation        P. O. Box 630635               NA      27,600
				   Baltimopre, MD  21263-0635                              
											
				21C of 28 pages

<PAGE>
     ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
									   
		   For the Year Ended December 31, 1997
									  
		  Outside Services Employed - Account 923
									   
									   
							Relationship    
						       "A"- Associate   
							 "NA" - Non     
       From Whom Purchased              Address           Associate    Amount
											
Gensler, Inc.                     4675 MacArthur Court         NA      30,924
				  Newport Beach, CA  92660               
								       
Glen Irvine International         Coutts & Co.                 NA      55,310
				  Mayfair London  WIY 6DP              
								    
Gordon, Arata, McCollam           201 St Charles Ave           NA     618,683
				  40th Floor                  
				  New York, NY  70170                              
											
Haley, Rick                       331 HWY 287                  NA      69,390
				  Greenbriar, AR  72058                              
											
Harza Engineering Company, Inc.   50 South LaSalle Str.        NA      44,610
				  Chicago, IL  60675                              
											
Intercontinental Executive Gro    P. O. Box 766                NA      62,400
				  Richboro, PA  18954-9998                              
											
International Gas Consulting      3200 Wilcrest #450           NA     131,538
				  Houston, TX  77042                              
											
N. Hunter Johnston                1776 Eye Street NW, Ste. 245 NA      45,479
				  Washington, D.C.  20006                              
											
Jones, Day, Reavis & Pogue        Bucklersubury House          NA      99,122
				  London, UK  EC4N 8NA                              
											
Justic & Associates, Inc.         15818 Howard St.             NA      51,000
				  Omaha, NE  68118-2108         
								     
Kenneth C Kern Personel Services  4444 Richmond Ave.           NA     144,041
				  Houston, TX  77027                   
									
Leigh & Associates                18552 MacArthur Blvd.        NA      27,053
				  Irving, CA  92612                    
								       
Locke Purnell Rain Harrell        2200 Ross Avenue, Ste. 2200  NA      40,675
				  Dallas, TX  75201                 
								    
Charlene Marsh                    3 Coray Circle               NA     143,551
				  Little Rock, AR  72211            
							       
McDermott, Will & Emery           50 Rockefeller Plaza         NA      93,479
				  New York, NY  10020-1605      
							    
			    21D of 28 pages

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
									   
		  For the Year Ended December 31, 1997
									  
		Outside Services Employed - Account 923
									   
									   
							    Relationship
							   "A"- Associate
							    "NA" - Non
	From Whom Purchased                Address           Associate  Amount
										  
Mayer Brown & Platt                 190 South Lasalle Street    NA     361,472
				    Chicago, IL  60604                              
										  
Antonia Meneses                     13605 S. Divine Hwy         NA      47,540
				    Ste 136-508                                   
				    Miami, FL  33176                              
										  
Morris, Nichols, Arsht & Tunnell    P. O. Box 1347              NA      54,703
				    Wilmington, DE  19899-1347
										  
Morrison & Foerster LLP             P.O. Box 60000              NA      56,007
				    San Francisco, CA 94160
										  
Nuricon Union (PTE) Ltd.            4th Floor                   NA      68,641
				    Mubarak M                                     
				    Karachi                                       
										  
P&E Search                          c/o Recruiters Network      NA      78,250
				     Group, Inc.
				    12750 Merit Drive, Suite 1430
				    Park Central VII. LB 56
				    Dallas, TX  75251                              
										  
Carlo Pellegatta                    CP Marketing                NA      80,653
				    Via A Dello Pergola II                              
				    Milan, Italy  20159                              
										  
Penpower, Inc.                      Power Plant Startup         NA     229,378
				    Brandon (Tampa)FL 33511-4954
										  
Peregrine Capital Limited           The Hong Kong & Shan        NA     155,705
				    Hong Kong                                     
										  
PHH Relocation                      PHH Centre                  NA     116,589
				    Whitehill Way, Swindo SNS 6PE
										  
Phelps Dunbar                       400 Poydras Street          NA     632,475
				    Texaco Center                                 
				    New Orleans, LA  70130                              
										  
Pillsbury Madison & Sutro           P.O. Box 60000              NA     155,967
				    San Francisco, CA 94160
										  
Pinheiro Neto Advogados             Bank of Boston Inter        NA      83,831
				    New York, NY  2517533                              
									   
				21E of 28 pages

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
									   
		  For the Year Ended December 31, 1997
									  
		Outside Services Employed - Account 923
									   
									   
							 Relationship        
							"A"- Associate       
							  "NA" - Non         
	From Whom Purchased              Address           Associate  Amount
													    
Power Generations Inc.              179 Wolf Willow Cres       NA      30,000
				    Edmonton , Albert T5T IT3                                        
													    
Raytheon Engineers & Construct      P. O. Box 8500- S 5450     NA      73,373
				    Philadelphia, PA  19178                                        
													    
RHR International                   P.O. Box 95122             NA      70,519
				    Chicago, IL  60694                                        
													    
Reid & Priest                       40 West 57th Street        NA     290,012
				    New York, NY  10019                                        
													    
Repovich Reynolds Group             709 E. Colorado Blvd.      NA      34,260
				    Pasadena, CA  91101                                        
													    
Resolve Consulting                  11 Moss Hill Lane          NA      36,250
				    Laguna Hills, CA  92653-6054                                        
													    
Reuters American, Inc.              Dept. LA 21054             NA      35,687
				    Pasadena, CA  91185-1054                                        
													    
SSI, Inc.                           dba Spencer Stuart         NA      91,721
				    P.O. Box 98991                                                          
				    Chicago, IL  60693                                        
													    
Sade Ingenieria                     SADE I. Y.C.S.A.           NA      50,828
				    Buenos Aires, Argentina 36016135
													    
Sidley & Austin                     One First National Plaza   NA     514,968
				    Chicago, IL  60603                                        
													    
													    
Simplified Solutions, Inc.          6129 Brook Drive           NA      54,540
				    Falls Church, VA  22044                                        
													    
Sims, Marcanthony                   40 Roselle Street          NA      50,034
				    Mineola, NY  11501                                        
													    
Sims, Roy                           2 Shore Point Rd.          NA      34,097
				    NLR, AR  72116                                                          
													    
Skadden, Arps, Slate, Meagher       919 Third Ave              NA     563,305
				    New York, NY  10022                                        
									   
				21F of 28 pages

<PAGE>
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
									   
		 For the Year Ended December 31, 1997
									  
		Outside Services Employed - Account 923
									   
									   
						    Relationship           
						   "A"- Associate          
						     "NA" - Non            
     From Whom Purchased          Address             Associate     Amount
											      
Skidmore, Steven M.           1083 Vine Street            NA        121,200
			      Healdsburg, CA  95448-4830                                    
											      
Skills & Solutions Limited    3 Arden Close               NA         46,888
			      Bovingfon Herts  HP3 OQS                                    
											      
Spencer Stuart & Associates   P. O. Box 98991             NA         91,456
			      Chicago, IL  60693                                    
											      
Spencer Stuart (US), Inc.     P. O. Box 98991             NA         49,958
			      Chicago, IL  60693                                    
											      
Stuart, Spencer               P. O. Box 98991             NA         73,649
			      Chicago, IL  60693                                    
											      
Sterling Energy               26893 Calle Hermosa         NA         76,053
			      Capistrano Beack, VA  92624                                    
											      
Swiatlo, David                4700 W. Ingraham Ter.       NA         40,020
			      Coral Gables, FL  33133                                    
											      
The China Power Group, LLC    40 Roselle Street           NA         75,000
			      Mineola, NY  11501                                    
											      
Trans Energy Management       5555 San Felipe # 1750      NA         53,014
			      Houston, TX  77056                                    
											      
Trans Lux                     110 Richards Avenue         NA         48,863
			      Norwalk, CT  06854-1692                                    
											      
Walker, W. S. & Company       Calcdonian House            NA         27,932
			      P.O. Box 265                                                    
			      George Town, Grand Cayman,                                           
			       Cayman Islands
											      
White & Case - Turkey         Ziay Ur Rahman Cadde        NA         85,696
			      Ankara, Turkey                                                  
											      
Winthrop, Stimson, Putnam     One Battery Park Plaza      NA         51,009
			      New York, NY  10004-1490                                    
											      
Zai*Net Software, Inc.        747 Third Ave               NA         50,663
			      New York, NY  10017                                    
											      
Others (377)                  Various                             1,078,650
								-----------
Total                                                           $20,155,172
								===========
				21G of 28 pages
									    
<PAGE>                                                                    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
					    
		 For the Year Ended December 31, 1997
											      
	      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                                $665,577
							    --------
						  TOTAL     $665,577
							    ========
								    
								    
								    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
								    
		   For the Year Ended December 31, 1997
								    
		 General Advertising Expenses - Account 930.1
								    
Instructions:
Provide a listing of the amount included in "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.
								    
Description          Name of Payee                        Amount

Entergy Power        Woodlands Country Club             $  3,531
 Marketing           Bernard Hodes Advertising             8,161
 advertisement       Brian's Ads                           7,672
		     Other                                12,479

London Electricity   Gavin Anderson                       16,313
 Advertising        
							-------- 
					      TOTAL     $ 48,156
							========
								    
								    
			22 of 28 pages

<PAGE>                                                                    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
					    
		 For the Year Ended December 31, 1997
											      
	    Miscellaneous General Expenses - Account 930.2
									
Instructions:
Provide a listing of the amount included in "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

Director Fees & Expenses (includes ($14,000) prior year         
  correction)                                                   $ (5,973)
Office Expenses                                                   32,804
Employee Termination Settlement                                   58,000
Advertising                                                       38,597
Dues                                                              11,599
Misc. Employee Expenses                                           36,305
Training & Recruiting                                             12,273
Miscellaneous                                                     14,600
								--------
						       TOTAL    $198,205
								========
									
									
									
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
					    
		 For the Year Ended December 31, 1997
											      
			  Rents - Account 931
									
Instructions.
Provide a listing of the amount included in "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                                                $3,668,358
Office Equipment                                           100,630
							----------
						 TOTAL  $3,768,988
							==========
									
		     23 of 28 pages   
									
<PAGE>                                                                    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
					    
		 For the Year Ended December 31, 1997
											      
	     Taxes Other Than Income Taxes - Account 408
									

Instructions:
Provide an analysis of "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
								
Franchise                                                   $107,166
Social Security Tax (Argentina)                                3,710
Payroll Tax Loading                                          156,589
							    --------  
	   TOTAL                                            $267,465
							    ========
								    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
					    
		 For the Year Ended December 31, 1997
											      
			Donations - Account 426.1
									
								    
Instructions:
Provide a listing of the amount included in "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

National Rowling Foundation    Sponsorship of rowing team     $5,000

Other (5)                                                      3,250
							      ------ 
							TOTAL $8,250
							      ======
								    


			24 of 28 pages        
								       
<PAGE>                                                                    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
					    
		 For the Year Ended December 31, 1997
											      
		    Other Deductions - Account 426.5
									
Instructions:
Provide a listing of the amount included in "Other Deductions," classifying
such expenses according to their nature.
								       
	   Description                    Name of Payee           Amount
								      
Club Memberships and Dues                 Various                $16,375
								 -------
						TOTAL            $16,375
								 =======
				     
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
					    
		 For the Year Ended December 31, 1997
											      
	     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 15A - 15E.
								       
								       
			      25 of 28 pages   

<PAGE>
 ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)
 
		For the Year Ended December 31, 1997

     Schedule XIX - Annual Report of Entergy Integrated Solutions, Inc.

			UNITED STATES OF AMERICA
	     BEFORE THE SECURITIES AND EXCHANGE COMMISSION
			   WASHINGTON, D.C.




In the Matter of                             .
					     . 
Entergy Corporation                          .
Entergy Enterprises, Inc.                    .
Entergy Integrated Solutions, Inc.           .
(formerly Entergy Systems and Service, Inc.  .
and prior thereto Systems and                .
Service U.S.A., Inc.)                        .    CERTIFICATE PURSUANT
					     .    TO RULE 24
     File No. 70-7947                        .
     File No. 70-8509                        . 
					     .
(Public Utility Holding Company              .
	  Act of 1935)                       .

      Pursuant  to  Rule 24 promulgated by the Securities and  Exchange

Commission (SEC) under the Public Utility Holding Company Act of  1935,

as  amended, modified by the application(s)-declaration(s) in the above

referenced  files and the related orders dated December  28,  1992  and

July 27, 1995 (collectively, the "Orders"), this is to certify that the

following  paragraphs  report  transactions  carried  out  by   Entergy

Integrated Solutions, Inc. (EIS)<FN1> during the three (3) month and twelve

(12)   month   periods  ended  December  31,  1997  pursuant   to   the

authorization  of  the  SEC and provide such other  information  as  is

required  to  be  reported in accordance with  the  provisions  of  the

Orders.



I.   Summary of Total Assets and Revenues of EIS By Type of Activity


		 Energy Management &               Funding of other
			 DSM          Consulting     Contractors
							   
Total Assets *    $ 116,470,308.88                                  
Total Revenues    $  74,237,697.00                                   

*  Excludes assets that are not appropriately allocated to any specific

business activity, but which support EIS's general business operations.


II.  Summary of Total Assets and Revenues of EIS By Geographic Region


					 U.S. (excluding      World 
		   Base Region            Base Region)   (excluding U.S.)
Total Assets **   $27,318,011.28         $48,397,845.34         
Total Revenues    $25,443,497.00         $48,794,200.00         

**  Excludes assets that are not dedicated to EIS's business activities

in any specific geographic region.



III. Financial Statements



     EIS's unaudited Balance Sheets, as of  December 31, 1997 and as of

the  reporting date, respectively, and Income Statements for the twelve

month  period  ending December 31, 1997, and for the calendar  year  to

date, respectively, are attached hereto.


IV.     Information Reported on an Annual Basis

     A.   Statement of Estimated Kilowatts Saved (12 months ending

12/31/96)

				     Base Region   Outside Base Region

Energy Management Services              3,836.52       11,373.69

DSM Services (Utility Sponsor)     

     B.   Terminated and/or Canceled Contracts

<TABLE>
<CAPTION>
				   Contract  Amount of Loss    Reason for
Customer                            Value    to Entergy       Termination/Cancellation
<S>                                <C>       <C>            <C>
Munro Petroleum & Terminal Corp    $ 29,890  $ 29,890       Irreconcilable differences
The Sporting Club                    17,373    17,373       relating to the system's
Lewis Corporation                    13,342    13,342       energy efficiency level.
Misc customers (< $10,000)          672,551   245,259           "
</TABLE>

     C.   Bad Debt

Customer                           Amount of Bad Debt Expense or Loss
Munro Petroleum & Terminal Corp                   $ 29,890
The Sporting Club                                   14,146
Lewis Corporation                                   13,341
Sanjit B. Shad                                      11,088
Miscellaneous Customers (< $10,000)                284,902

<TABLE>
<CAPTION>
     D.   Schedule of Projects Over $100,000

					     EMS or DSM     Investment   Estimate Future
Customer                                       Services       Total     Project Value

   <S>                                            <C>         <C>        <C>
   FLEMING COMPANIES, INC.                        EMS           766,002  10,554,534
   SEARS, ROEBUCK & COMPANY                       EMS         1,241,476   2,395,899
   RYERSON-TULL, INC.                             EMS           344,913   1,566,788
   FLYING J, INC.                                 EMS           398,615   1,380,083
   FLEMING COMPANIES, INC.                        EMS            97,171     739,061
   FLEMING COMPANIES, INC.                        EMS            53,046     856,509
   BILL'S DOLLAR STORES, INC.                     EMS           155,805     680,009
   ABB POWER T & D COMPANY,  INC.                 EMS           190,535     666,392
   SPECTRUM STORES, INC                           EMS            69,284     772,286
   GENERAL GROWTH MANAGEMENT, INC.                EMS           206,196     506,917
   RYERSON TULL, INC. DBA RYERSON COIL            EMS            94,586     454,892
   BERGLUND CHEVROLET, INC.                       EMS            53,430     466,965
   PEPSI-COLA PHILADELPHIA                        EMS            53,268     462,827
   STEVE MOORE CHEVROLET, INC.                    EMS            29,637     448,257
   MELVIN L. DAVIS OIL COMPANY, INC.              EMS            46,240     438,423
   FLEMING COMPANIES, INC.                        EMS             6,467     340,119
   ENGLEFIELD, INC.                               EMS            88,726     322,161
   KOONS PONTIAC, OLDS, GMC TRUCK, INC.           EMS            51,889     395,165
   HOWMET CORP.                                   EMS            91,454     300,496
   CHARLES BARKER AUTOMOTIVE, INC                 EMS            47,259     376,406
   ST. CLAIR DIE CASTING COMPANY                  EMS            90,665     280,200
   D & S FOOD VENTURE, INC.                       EMS            40,188     333,931
   HILL CITY OIL COMPANY, INC.                    EMS            34,575     333,919
   ST. ANDREWS PARISH PARKS/P.G. COMM.            EMS            43,722     332,055
   RAHE, INC.                                     EMS            32,085     331,187
   SAWMILL ATHLETIC CLUB, INC.                    EMS            33,479     329,212
   THE RANDY CO. D/B/A COURT ONE ATHLETIC         EMS            23,198     322,586
   HOFFMAN BEVERAGE COMPANY INC                   EMS            35,173     297,101
   AMOCO DIRECT RETAIL OPERATIONS                 EMS            32,832     231,998
   COLEMAN OIL CO., INC.                          EMS            56,284     229,779
   ELLERSLIE CORPORATION                          EMS            43,330     219,780
   CUSTOMER 1 ONE, INC.                           EMS            35,645     270,122
   WALKER FORD COMPANY, INC.                      EMS            35,330     266,226
   LINK-BELT CONSTRUCTION COMPANY                 EMS            27,107     264,747
   E-Z MART STORES, INC.                          EMS            45,646     194,393
   DIAMOND CLUBS GROUP, LLC.                      EMS            19,918     243,755
   FAULKNER OLDSMOBILE, INC.                      EMS            30,216     235,508
   BILL'S DOLLAR STORES, INC.                     EMS            26,325     233,030
   LAURINBURG KFC TAKE HOME, INC.                 EMS            20,477     231,791
   CHECK PRINTERS, INC. TEST                      EMS            51,149     180,736
   FAULKNER CHEVROLET, INC                        EMS            28,163     225,492
   COASTAL MART, INC.                             EMS            39,094     176,881
   PATTERSON OLDSMOBILE-GMC-TOYOTA, INC           EMS            29,472     220,657
   SIERRA VEHICLES, INC.                          EMS            48,554     174,271
   ROGER BEASLY IMPORTS, INC.                     EMS            19,163     217,517
   SPREEN SATURN, INC.                            EMS            23,008     213,348
   J.R. HOLCOMB & COMPANY                         EMS            16,919     206,943
   B AND T FOODS, INC.                            EMS            21,363     206,271
   J. A. MILES OIL COMPANY, INC.                  EMS            23,889     204,806
   RESEDA DODGE SALES, INC.                       EMS            26,772     204,752
   MAYFAIR WINDOW & DOOR COMPANY LP               EMS            13,694     197,234
   RYERSON-TULL, INC. (HOUSTON FACILITY)          EMS            39,857     155,278
   TRINITY MARINE INDUSTRIES                      EMS            38,485     155,120
   TRI-CO OIL COMPANY, INC.                       EMS            22,943     192,635
   BOWDITCH FORD, INC.                            EMS            49,847     146,390
   O'CONNOR OIL CORPORATION                       EMS            16,943     183,310
   AVERITT EXPRESS, INC.                          EMS            45,182     145,051
   3166, INC.                                     EMS            53,882     144,614
   BILL STEBER CHEVROLET, INC.                    EMS            15,134     181,217
   LAMARQUE FORD, INC.                            EMS            32,802     144,403
   COMBINED ENTERTAINMENT, INC.                   EMS            16,764     180,891
   GARY W. WHEATLEY DBA FOODLAND FRESH            EMS            26,540     180,879
   DREYER & REINBOLD, INC                         EMS            22,120     180,481
   JIM MILES, INC.                                EMS            17,523     179,366
   DURHAM AUTOPLEX, INC.                          EMS            25,585     179,346
   FLOWERS BAKING CO. OF JACKSONVILLE, INC.       EMS            48,044     142,647
   AYERS OIL CO., INC.                            EMS            15,424     178,262
   STEINHAGEN OIL CO., INC.                       EMS            15,579     141,831
   BOBBY JONES FORD, INC.                         EMS            42,380     141,090
   TRINITY MARINE PORT ALLEN                      EMS            28,837     140,548
   GENE EVANS FORD, INC.                          EMS            36,245     139,647
   FAULKNER HARRISBURG INC.                       EMS            16,368     174,749
   LOXCREEN COMPANY, INC.                         EMS            21,502     174,328
   J.R. HOLCOMB & COMPANY                         EMS            29,061     138,753
   TEXAS MOTORS, INC.                             EMS            39,893     138,528
   BEST OIL, INC.                                 EMS            33,209     137,971
   MAC'S "76", INC.                               EMS            16,938     171,744
   DURHAM DEVELOPMENT CORPORATION                 EMS            21,683     171,661
   JOHNS FORD, INC.                               EMS            38,771     136,774
   BOX USA GROUP, INC.                            EMS            40,074     135,295
   KOON'S OF WESTMINSTER, INC.                    EMS            18,244     169,041
   BELLMA, INC.                                   EMS            42,606     134,294
   THE RACQUET CLUB OF COLUMBUS                   EMS            18,701     168,247
   MALL ASSOCIATES LLC                            EMS            37,185     133,251
   KOONS BUICK PONTIAC GMC, INC                   EMS            47,229     132,756
   J. KOONS PONTIAC GMC TRUCK, INC.               EMS            44,197     129,982
   MINTO BROTHERS, INC.                           EMS            16,950     162,287
   GERALD JONES VOLKSWAGEN, INC.                  EMS            43,054     129,265
   M & G MARKETS, INC.                            EMS            20,755     160,929
   GCJ ENTERPRISES, INC.                          EMS            17,568     160,574
   CORMIER CHEVROLET COMPANY                      EMS            41,128     125,823
   SUN STATE FORD, INC.                           EMS            38,270     125,332
   SPRING HILL FORD, INC.                         EMS            20,290     157,181
   HARVEY CHEVROLET CORP.                         EMS            17,268     157,159
   COURTESY CHEVROLET MOTORS                      EMS            45,763     124,860
   THE LOXCREEN COMPANY, INC.                     EMS            16,050     156,465
   KTC/QUAIL, INC.                                EMS            35,290     124,283
   AMERICAN SERVICE CENTER, LP                    EMS            45,956     123,438



</TABLE>

_______________________________
<FN1>  By amendment to its Certificate of Incorporation, Entergy Systems and
       Service, Inc. changed its name to "Entergy Integrated Solutions, Inc.",
       effective May 7, 1996


<PAGE>
<TABLE>
<CAPTION>

Entergy Integrated Solutions Inc.                                                                   
Statement of Operations                                                                             
Quarter and Year-To-Date Ended December 31, 1997                                                    
(Unaudited)                                                                                         
												    
							    Current Quarter         Year To Date
<S>                                                             <C>                   <C>
Revenue                                                         $  29,066,453.00       74,237,697.00
Operating Expense                                                  19,238,138.00       49,539,863.00
								----------------      --------------
Gross Margin                                                        9,828,315.00       24,697,834.00
Selling Expense                                                     3,679,940.00       15,280,906.00
Marketing Expense                                                      70,283.00          680,971.00
Administrative & General Expense                                    3,628,679.00       15,510,064.00
Other Expense/Income                                               22,213,100.00       29,856,709.00
								----------------      --------------
Net Operating Profit (Loss) Before Taxes                          (19,763,687.00)     (36,630,816.00)
Income taxes                                                       (6,503,499.00)     (12,553,820.00)
								----------------      --------------
Net Profit (Loss)                                               $ (13,260,188.00)     (24,076,996.00)
								================      ==============
</TABLE>                                            
<PAGE>
<TABLE>
<CAPTION>
Entergy Integrated Solutions Inc.                                                                   
Balance Sheet                                                                                       
December 31, 1997                                                                                   
(Unaudited)                                                                                         
												    
ASSETS                                                                                              
<S>                                                              <C>             
Current assets:                                                                                     
   Cash and cash equivalents                                     $  3,824,013.24                    
   Accounts receivable                                              4,114,486.45                    
   Other current assets                                             6,552,196.40                    
								 ---------------
      Total current assets                                         14,490,696.09                    
								 ---------------
												    
Investments:                                                                                        
   HES service contracts, net                                       1,794,545.48                    
								 ---------------
      Total investments                                             1,794,545.48                    
								 ---------------
												    
Fixed Assets:                                                                                       
   Furniture and equipment, net                                     7,860,437.96                    
   Equipment inventory held for installation                       11,146,284.76                    
   Installations in process                                        10,298,005.53                    
   Installed equipment                                             59,508,819.16                    
								 ---------------
      Total fixed assets                                           88,813,547.41                    
								 ---------------
												    
Deferred Debits:                                                                                    
   Miscellaneous deferred debits                                    1,071,854.99                    
   Deferred income taxes                                            9,437,671.00                    
   Other assets, Net                                                  861,993.91                    
								 ---------------
      Total deferred debits                                        11,371,519.90                    
								 ---------------
												    
      TOTAL ASSETS                                               $116,470,308.88                    
								 ===============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Entergy Integrated Solutions Inc.                                                                
Balance Sheet                                                                                       
December 31, 1997                                                                                   
(Unaudited)                                                                                         
												    
LIABILITIES AND CAPITAL                                                                             
<S>                                                              <C>                                
Current & accrued liabilities:                                                                      
   Accounts payable                                              $  1,659,666.48                    
   Accrued liabilities                                              7,006,937.40                    
   Current portion of capital lease obligations                        92,019.66                    
Current Maturities-Other Long-term liabilities                      1,483,960.25                    
								 ---------------
      Total current & accrued liabilities                          10,242,583.79                    
								 ---------------
												    
Long-term liabilities:                                                                              
  Long-term liabilities                                             3,293,068.58                    
								 ---------------
      Total long-term liabilities                                   3,293,068.58                    
								 ---------------
												    
Deferred Credits:                                                                                   
   Service contract revenue                                        49,392,282.88                    
								 ---------------
      Total deferred credits                                       49,392,282.88                    
								 ---------------
												    
Capital:                                                                                            
   Common stock, no par value, 50,000 shares authorized,                                            
   13,500 shares issued and outstanding                            13,500,000.00                    
   Paid in capital                                                150,000,000.00                    
   Accumulated deficit                                           (109,957,626.37)                    
								 ---------------
      Total capital                                                53,542,373.63                    
								 ---------------
												    
      Total liabilities and capital                              $116,470,308.88                    
								 ===============            
</TABLE>                                        

<PAGE>
Entergy Integrated Solutions Inc.                                    
Statement of Operations                                                
Quarter and Year-To-Date Ended December 31, 1997                            
(Unaudited)                                                         
												    
Assets by Region:

  Inside Base Region        $27,318,011.28

  Outside Base Region        48,397,845.34
			    --------------
      Total Assets          $75,715,856.62
			    ==============

  Inside Base Region        $25,443,497.00

  Outside Base Region        48,794,200.00
			    --------------
      Total Revenues        $74,237,697.00
			    ==============

<PAGE>
Entergy Integrated Solutions Inc.                                       
Statement of Operations                                                  
Quarter and Year-To-Date Ended December 31, 1997                           
(Unaudited)                                                        
												    
Assets by Activity:
  Energy Management & DSM Services        $116,470,308.88
					  ===============

Revenue by Activity:
  Energy Management & DSM Services        $74,237,697.00
					  ==============
<PAGE>
<TABLE>
<CAPTION>

Entergy Integrated Solutions Inc.                               
Statement of Operations                                         
Quarter and Year-To-Date Ended March 31, 1998
(Unaudited)                                                     
								
					      Current Quarter       Year To Date
<S>                                               <C>               <C>
Revenue                                           $19,263,958.00    19,263,958.00
										 
Operating Expense                                  13,969,533.00    13,969,533.00
						  --------------   --------------
Gross Margin                                        5,294,425.00     5,294,425.00
										 
Selling Expense                                     3,565,608.00     3,565,608.00
Marketing Expense                                     116,035.00       116,035.00
Administrative & General Expense                    2,880,790.00     2,880,790.00
Other Expense/Income                                1,518,391.00     1,518,391.00
						  --------------   --------------
										 
Net Operating Profit (Loss) Before Taxes           (2,786,399.00)   (2,786,399.00)
										 
Income taxes                                         (980,715.00)     (980,715.00)
						  --------------   --------------
										 
Net Profit (Loss)                                 $(1,805,684.00)   (1,805,684.00)
						  ==============   ==============
</TABLE>                                                                
<PAGE>
Entergy Integrated Solutions Inc.                               
Balance Sheet                                                   
March 31, 1998                                                  
(Unaudited)                                                     
								
ASSETS                                                               
								     
Current assets:                                                      
   Cash and cash equivalents                     $    820,476.07     
   Accounts receivable                              2,870,739.36     
   Other current assets                             7,452,518.19     
						 ---------------
      Total current assets                         11,143,733.62     
						 ---------------
								     
Fixed Assets:                                                        
   Furniture and equipment, net                     7,600,976.16     
   Equipment inventory held for installation       12,574,057.97     
   Installations in process                        12,645,564.85     
   Installed equipment                             53,189,276.07     
						 ---------------
      Total fixed assets                           86,009,875.05     
						 ---------------
								     
Deferred Debits:                                                     
   Miscellaneous deferred debits                    1,168,539.03     
   Deferred income taxes                            9,437,671.00     
   Other assets, Net                                1,077,258.43     
						 ---------------
      Total deferred debits                        11,683,468.46     
						 ---------------
								     
      TOTAL ASSETS                               $108,837,077.13     
						 ===============
								     
								
<PAGE>                                                          
								
Entergy Integrated Solutions Inc.                               
Balance Sheet                                                   
March 31, 1998                                                  
(Unaudited)                                                     
								
LIABILITIES AND CAPITAL                                                      
									     
Current & accrued liabilities:                                              
   Accounts payable                                          $  1,425,018.58
   Accrued liabilities                                          7,772,574.92
   Current portion of capital lease obligations                    94,774.88 
Current Maturities-Other Long-term liabilities                    982,015.68 
							     ---------------
      Total current & accrued liabilities                      10,274,384.06 
							     ---------------
									     
Long-term liabilities:                                                       
  Long-term liabilities                                         1,465,952.84
							     ---------------
      Total long-term liabilities                               1,465,952.84 
							     ---------------
									     
Deferred Credits:                                                            
   Service contract revenue                                    45,360,050.92 
							     ---------------
      Total deferred credits                                   45,360,050.92 
							     ---------------
									     
Capital:                                                                     
   Common stock, no par value, 50,000 shares authorized,                     
   13,500 shares issued and outstanding                        13,500,000.00 
   Paid in capital                                            150,000,000.00 
   Accumulated deficit                                       (111,763,310.69)
							     ---------------
      Total capital                                            51,736,689.31
							     ---------------
									   
      Total liabilities and capital                          $108,837,077.13
							     ===============
												    
<PAGE>    
  ANNUAL REPORT TO THE SEC OF ENTERGY ENTERPRISES, INC. (UNCONSOLIDATED)

			  Organization Chart

			    See page 27                            




			 Methods of Allocation

Indirect costs are allocated monthly to each project 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 Edesure, 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.

			      26 of 28 pages


<PAGE>                                                  

		ENTERGY ENTERPRISES, INC.                                                  
		   Organization Chart
			April 1998



		       DIRECTORS
						  
		     William D. Bandt                             
		     Jerry D. Jackson
		     Edwin Lupberger
						  
Edwin Lupberger              Chairman of the Board and President
						  
Charles J. Brown, III        Group President, Project Development EPG
						  
William D. Bandt             Executive Vice President-Retail Service
						  
Richard J. Landy             Senior Vice President

Shahid J. Malik              Senior Vice President

Naomi Nakagama               Senior Vice President-Finance and Treasurer
						  
Michael G. Thompson          Senior Vice President-Law and Secretary
						  
David W. Carter              Vice President

Robert J. Cushman            Vice President-Finance

Lawrence S. Folks            Vice President

Robert A. Keegan             Vice President

Steven R. Kirkeby            Vice President-Marketing

John J. Ludwig               Vice President-Operations
						  
James E. Moss                Vice President-Business Development
						  
Laurence M. Hamric           Assistant Secretary

Frederick F. Nugent          Assistant Secretary

Stephen T. Refsell           Assistant Secretary

						  
		  27 of 28 pages
						  
<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/ Robert J. Cushman
				 (Signature of Signing Officer)



					Robert J. Cushman
				     Vice President - Finance
			      (Print Name and Title of Signing Officer)
			       
			       
			       
Date: May 1, 1998

			28 of 28 pages


									    




<TABLE> <S> <C>

<ARTICLE> OPUR2
<CIK> 0000833411
<NAME> ENTERGY ENTERPRISES, INC.
<SUBSIDIARY>
   <NUMBER> 024
   <NAME> ENTERGY ENTERPRISES, INC.
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1996
<PERIOD-END>                               DEC-31-1997             DEC-31-1996
<BOOK-VALUE>                                  PER-BOOK                PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY>               6,838,817               3,638,705
<TOTAL-INVESTMENTS>                         59,883,678              80,531,881
<TOTAL-CURRENT-ASSETS>                      24,526,383              28,596,684
<TOTAL-DEFERRED-DEBITS>                      4,283,291               8,094,174
<OTHER-ASSETS-AND-DEBITS>                            0                       0
<TOTAL-ASSETS-AND-DEBITS>                   95,532,169             120,861,444
<TOTAL-PROPRIETARY-CAPITAL>                 68,478,432              98,448,264
<TOTAL-LONG-TERM-DEBT>                       4,500,000                       0
<NOTES-PAYABLE>                                      0                       0
<NOTES-PAYABLE-ASSOCIATE-COMP>                       0                       0
<OTHER-CURR-AND-ACCRUED-LIAB>               21,313,118              16,363,073
<TOTAL-DEFERRED-CREDITS>                     1,240,619               6,050,107
<DEFERRED-INCOME-TAX>                                0                       0
<TOT-LIABIL-AND-PROPRIET-CAP>               95,532,169             120,861,444
<SERVICES-ASSOCIATE-COMPANIES>              48,358,384              15,879,036
<SERVICES-NON-ASSOCIATE-COMP>                   59,562                 137,673
<MISC-INCOME-OR-LOSS>                        (380,904)                       0
<TOTAL-INCOME>                              25,490,415            (14,290,684)
<SALARIES-AND-WAGES>                        25,216,073              10,574,432
<EMPLOYEE-PENSION-AND-BENEFIT>                 665,577                 684,522
<OTHER-EXPENSES>                            32,578,597              12,471,794
<TOTAL-EXPENSES>                            58,460,247              23,730,748
<NET-INCOME>                              (32,969,832)            (38,021,432)
<TOTAL-EXPENSES-DIRECT-COST>                35,705,707              23,830,754
<TOTAL-EXPENSES-INDIRECT-COST>              12,667,325              12,923,853
<TOT-EXP-DIRECT-AND-INDIRECT>               48,373,032              36,754,607
<PERSONNEL-END-OF-YEAR>                            231                     100
        

</TABLE>


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