SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
                                
 Date of Report (Date earliest event reported) November 27, 1996
                                
                                
Commission   Registrant, State of Incorporation,     I.R.S.
File Number  Address and Telephone Number            Employer
                                                     Identification No.
1-11299      ENTERGY CORPORATION                     72-1229752
             (a Delaware corporation)
             639 Loyola Avenue
             New Orleans, Louisiana  70113
             Telephone (504) 529-5262
             
1-2703       ENTERGY GULF STATES, INC.               74-0662730
             (a Texas corporation)
             350 Pine Street
             Beaumont, Texas  77701
             Telephone (409) 838-6631
             
                                                     

                                
                                
                                
Item 5.   Other Information
                                
          Entergy Corporation, and Entergy Gulf States, Inc.
                                
                                
       A U.S. bankruptcy court judge has approved proposals by

 three groups seeking to acquire the non-nuclear assets of Cajun

Electric Power Cooperative ("Cajun") and has signed an order that

establishes rules for how Cajun's creditors will vote on the

three plans.  Creditors will have until December 6, 1996 to cast

ballots for the plan they want the court to approve.  On December

16, 1996, the bankruptcy court is scheduled to begin hearings on

the balloting and the plan that will be adopted.

        The bankruptcy trustee for Cajun is supporting a $1.09

billion bid by a group of three companies: NRG Energy, Inc.,

Zeigler Coal Holding Co., and Southern Electric International,

Inc.  This plan is also supported by the Rural Utilities Service,

Cajun's largest creditor.

      One of the competing bids is a $780 million cash offer by

Southwestern Electric Power Company, Entergy Gulf States, Inc.,

and ten of the rural distribution cooperatives that buy power

from Cajun.

     Enron Capital Trade and Resources Corporation, a subsidiary

of Enron Corporation, is offering a bid of $773 million in cash

for the Cajun assets.

     Reference is made to Entergy Gulf States, Inc.'s and Entergy

Corporation's Form 10-Q for the quarter ended September 30, 1996,

for a discussion of the agreement settling pending disputes

between Entergy Gulf States, Inc. and Cajun.

                                
                                

     Entergy Corporation and Entergy Gulf States, Inc.


     On November 27, 1996, Entergy Gulf States, Inc. filed a plan

with the Public Utility Commission of Texas (PUCT) that calls for

the accelerated recovery of costs associated with the River Bend

nuclear plant.  The costs would be recovered  over a seven year

period and include only those River Bend costs already in rate

base.  River Bend costs not in rate base and which are the

subject of an appeal pending before the Texas Supreme Court are

not included in the plan.

     This plan is designed to achieve an orderly transition to

retail electric competition in Texas while protecting ratepayers

from potential cost shifting among customer classes.  It contains

the following key elements:

     Base rates will be frozen for seven years.
  
     The investment in the River Bend nuclear plant as of June
  30, 1996 will be recovered over a seven year period.  At the end
  of this period, that investment would cease to be recovered from
  customers through electric rates.
  
     To prevent unfair cost shifting among customer classes, the
  plan provides for a universal service charge to be paid by all
  customers, including those who choose to purchase their
  electricity from another source, but remain connected to the
  Entergy Gulf States system.  For customers who continue to
  purchase electricity from Entergy Gulf States, Inc., electric
  bills would not increase because the charge is already included
  in electric rates.
  
     The filing proposes performance standards for the River Bend
  power plant by setting a ceiling on operating, capital and fuel
  expenses.  If expenses exceed the ceiling, then Entergy Gulf
  States, Inc. will absorb the higher costs unless  they were
  caused by a catastrophic event.  If expenses fall below the
  ceiling, the Entergy Gulf States, Inc. will benefit from those
  efficiencies.

     The filing also includes a performance rate plan that has a
  return on equity band of two percent around a mid-point
  established by the PUCT.  Entergy Gulf States, Inc. will absorb
  costs or keep savings within the band.  However, if costs or
  savings are outside of the band, then these would be shared
  equally with customers.  This proposal provides an incentive for
  Entergy Gulf States, Inc. to operate more efficiently.


     The PUCT has not yet established a procedural schedule for

this proceeding.



     Entergy Corporation


     Entergy Technology Holding Company, on November 21, 1996,

completed the acquisition of Sentry Alarm Systems of America,

Inc. ("Sentry") for approximately $41 million of debt.  Sentry is

a full-service security monitoring company serving more than

25,000 customers throughout Florida.  Sentry, which has $22

million in annual revenue, is headquartered in Clearwater,

Florida.  Sentry sells, installs, monitors and services custom-

designed security systems including fire, burglary, access and

environmental control, and closed-circuit TV, for customers

ranging from homeowners to industrial and commercial accounts.

     
     
     Entergy Corporation


     Entergy Corporation has agreed to acquire a 25 percent

interest in the Chilean gas-fired power plant project, San Isidro

SA.  The other 75 percent is owned by Chile's Empresa Nacional de

Electridicidad SA, also known as Endesa.

     Construction of the $200 million San Isidro plant is

expected to start in December of 1996, with the plant due to

start operating in October of 1998.  The 370 megawatt plant will

be built by Japan's Mitsubishi Corporation.  Endesa signed a

contract on July 19, 1996 with the gas pipeline project GasAndes

SA to supply 1.65 million cubic meters of gas a day to the plant

for the next 25 years.





                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                              ENTERGY CORPORATION
                              ENTERGY GULF STATES, INC.



                              By:  /s/Louis E. Buck
                                   Louis E. Buck

                              Vice President and 
			      Chief Accounting Officer




Dated:  November 27, 1996