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) July 6, 2001

Commission   Registrant, State of Incorporation,     I.R.S. Employer
File Number  Address and Telephone Number            Identification No.

1-10764      ENTERGY ARKANSAS, INC.                  71-0005900
             (an Arkansas corporation)
             425 West Capitol Avenue, 40th Floor
             Little Rock, Arkansas 72201
             Telephone (501) 377-4000

1-27031      ENTERGY GULF STATES, INC.               74-0662730
             (a Texas corporation)
             350 Pine Street
             Beaumont, Texas  77701
             Telephone (409) 838-6631

1-8474       ENTERGY LOUISIANA, INC.                 72-0245590
             (a Louisiana corporation)
             4809 Jefferson Highway
             Jefferson, Louisiana 70121
             Telephone (504) 840-2734

0-320        ENTERGY MISSISSIPPI, INC.               64-0205830
             (a Mississippi corporation)
             308 East Pearl Street
             Jackson, Mississippi 39201
             Telephone (601) 368-5000

0-5807       ENTERGY NEW ORLEANS, INC.               72-0273040
             (a Louisiana corporation)
             1600 Perdido Building
             New Orleans, Louisiana 70112
             Telephone (504) 670-3674

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





Item 5.   Other Events

     See  "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT
FACTORS  AND  KNOWN TRENDS" in the Entergy Corporation and Subsidiaries
2000  Form  10-K  for a discussion of the proposed  amendments  to  the
System  Agreement  filed with the Federal Energy Regulatory  Commission
(FERC) by Entergy Corporation's (Entergy's) domestic utility companies.
The  proposed amendments were designed to facilitate the implementation
of  retail competition in Arkansas and Texas.  As discussed in the Form
10-K, the Louisiana Public Service Commission (LPSC) and the Council of
the  City  of  New Orleans (Council) also filed a complaint  with  FERC
seeking revisions to the System Agreement.

     In  June  2001, in connection with these proceedings, the  parties
filed  an  offer  of  settlement with FERC.  The  offer  of  settlement
provides for the following amendments to the System Agreement:

     o the Texas retail jurisdictional division of Entergy Gulf States
       will terminate its participation in the System Agreement, except for
       the aspects related to transmission equalization, when Texas implements
       retail open access, which is scheduled for  January 1, 2002;
     o five percent of the megawatt capacity allocated to the Texas
       retail load by the LPSC will be made available to the domestic utility
       companies in the System Agreement.  Each company has until November 15,
       2001 to elect to purchase its pro rata share of this capacity.  Entergy
       Arkansas' pro rata share is 27.3%, Entergy Gulf States - Louisiana's
       pro rata share is 20.2%, Entergy Louisiana's pro rata share is 30.2%,
       Entergy Mississippi's pro rata share is 15.9%, and Entergy New Orleans'
       pro rata share is 6.4%.  If a company elects to purchase capacity it
       will be for the period January 1, 2002 through June 30, 2008.  If a
       company elects not to purchase, the other companies are not entitled to
       purchase that company's share of the capacity; and
     o the service schedule developed to track changes in energy costs
       resulting from the Entergy-Gulf States Utilities merger is modified to
       include  one  final true-up of fuel costs when the Texas  retail
       jurisdictional division of Entergy Gulf States ceases participation in
       the System Agreement, after which the service schedule will no longer
       be applicable for any purpose.

The  proceeding on the complaint filed with FERC in 1995  by  the  LPSC
requesting  modification of the System Agreement to exclude curtailable
load  from the cost allocation determination was not settled.  On  July
6,  2001,  an Administrative Law Judge issued decisions certifying  the
offer  of  settlement to the FERC and generally continuing  to  include
curtailable load served during 1995 in cost allocation determinations.

      As  anticipated  by the offer of settlement,  the  LPSC  and  the
Council  commenced  a new proceeding at FERC in  June  2001.   In  this
proceeding,  the LPSC and the Council allege that the rough  production
cost  equalization required by FERC under the System Agreement and  the
Unit Power Sales Agreement has been disrupted by changed circumstances.
They  allege  that  evidence introduced in the hearing  in  the  System
Agreement  proceeding described above indicates that Entergy  Arkansas'
production  costs  are  below the average of the  costs  of  the  other
Entergy  domestic utility companies in the System Agreement.  The  LPSC
and the Council have requested that FERC amend the System Agreement  or
the  Unit Power Sales Agreement or both to achieve full production cost
equalization   or  to  restore  rough  production  cost   equalization.
Responses to the complaint are due by July 19, 2001.

     In  their complaint, the LPSC and Council allege that the domestic
utility companies' annual production costs over the period 2002 to 2007
will  be  over or (under) the average for the Entergy domestic  utility
companies by the following amounts:

               Entergy Arkansas          ($130) to ($278) million
               Entergy Gulf States - LA        $11 to $87 million
               Entergy Louisiana             $139 to $132 million
               Entergy Mississippi           ($27) to $13 million
               Entergy New Orleans              $7 to $46 million

This  range  of  results  is a function of assumptions  regarding  such
things  as  future  natural  gas prices, the  future  market  price  of
electricity,  and other factors.  If FERC grants the relief  requested,
it  may result in a material increase in production costs allocated  to
companies  whose  costs currently are projected to  be  less  than  the
average  and  a  material  decrease in production  costs  allocated  to
companies  whose costs currently are projected to exceed  the  average.
Management  believes that any changes in the allocation  of  production
costs resulting from a FERC decision should result in rate changes  for
retail  customers.   Therefore, management does not believe  that  this
proceeding  will have a material effect on the financial  condition  of
any  of  the  Entergy domestic utility companies, although neither  the
timing  nor the outcome of the proceedings at FERC can be predicted  at
this time.

                               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 Arkansas, Inc.
                                        Entergy Gulf States, Inc.
                                        Entergy Louisiana, Inc.
                                        Entergy Mississippi, Inc.
                                        Entergy New Orleans, Inc.
                                        System Energy Resources, Inc.

                                        By:  /s/ Nathan E. Langston
                                             Nathan E. Langston
                                             Vice President and
                                             Chief Accounting Officer


Dated: July 13, 2001