PROSPECTUS SUPPLEMENT
                 (To Prospectus Dated February 19, 1993)


                           $30,000,000

                   New Orleans Public Service Inc.

              GENERAL AND REFUNDING MORTGAGE BONDS,
                 8.67% SERIES DUE APRIL 1, 2005




                Interest payable April 1 and October 1
   Interest on the Company's General and Refunding Mortgage Bonds, 8.67% 
   Series due April 1, 2005 (the "New Bonds") is payable April 1 and 
   October 1 of each year, commencing October 1, 1995. The New Bonds 
   will not be redeemable prior to [WW] April 1, 1998, except in certain 
   limited circumstances in   volving redemption at the option of the holders 
   of New Bonds. Thereafter, the New Bonds will be redeemable at the option 
   of the Company, in whole or in part, at any time, upon not less than 
   30 days' notice, at a redemption price of 100% of the principal amount 
   as described herein. 

See "Description of the New Bonds # Redemption and Purchase of New Bonds"
herein.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR 
THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.





  PRICE  100%  AND ACCRUED INTEREST





                                         Underwriting
                             Price To   Discounts and      Proceeds to
                           Public (1)   Commission (2)    Company(1)(3)
Per Bond                     100.00%         .65%             99.35%
Total                      $30,000,000     $195,000        $29,805,000




    (1) Plus accrued interest from April 1, 1995.


    (2) The Company has agreed to indemnify the Underwriter against certain 
        liabilities, including liabilities under the Securities Act of 1933.


    (3) Before deduction of expenses payable by the Company estimated 
        at $220,000.

          The New Bonds are offered subject to prior sale, when, as and if 
          accepted by the Underwriter and subject to approval of certain 
          legal matters by Winthrop, Stimson, Putnam & Roberts, counsel for 
          the Underwriter. It is expected that delivery of the New Bonds will 
          be on or about April 27, 1995 through the book-entry facilities of 
          The Depository Trust Company, New York, New York.


                           MORGAN STANLEY & CO. Incorporated

                                April 20, 1995

                        


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

        Reference is made to "Incorporation of Certain Documents by Reference" 
        in the accompanying Prospectus. At the date of this Prospectus 
        Supplement, the Incorporated Documents include the Company's Annual 
        Report on Form 10-K for the year ended December 31, 1994 
        ("the Form 10-K").
                
                
                                  RECENT DEVELOPMENT 

        As previously disclosed in the Form 10-K, a proceeding is pending at 
        the Federal Energy Regulatory Commission ("FERC") to consider whether 
        the Entergy System Agreement (an agreement among regulated subsidiaries 
        of Entergy Corporation ("Entergy") relating to the sharing of generating

        capacity and other resources) permits certain out-of-service generating 
        units to be included in reserve equalization calculations under Service 
        Schedule MSS-1 to the System Agreement. On March 3, 1995, a FERC 
        administrative law judge ("ALJ") issued an opinion holding that the 
        practice whereby these subsidiaries of Entergy included the 
        out-of-service units in the reserve equalization calculations during 
        the period 1987 through 1993 was notpermitted by Service Schedule 
        MSS-1 and, therefore, constituted a violation of the System Agreement. 
        However, the ALJ found that the violation was in good faith and had 
        benefited the ratepayers of the Entergy system as a whole in certain 
        respects, and that these subsidiaries of Entergy did not deserve to be
        censured or punished in connection therewith. Accordingly, the ALJ 
        determined that no retroactive refunds by any of these regulated 
        subsidiaries of Entergy should be ordered.


        The ALJ's order is subject to review by the FERC. If the FERC concurs 
        with the finding that the System Agreement was violated, it would 
        have the discretion, notwithstanding the ALJ's recommendation, to 
        order that refunds be made. If that were to occur, the Company might 
        be required to refund some or all of the amount by which it was 
        underbilled pursuant to the System Agreement as a result of the 
        inclusion of the outof-service units in the reserve equalization 
        formula, which is estimated to be $13.1 million (plus accrued interest).
 
        The Company cannot determine at this time whether it would be authorized
 
        to recover through retail rates any amounts associated with refunds 
        that might be ordered by the FERC in this proceeding. For further 
        information with respect to this proceeding, reference is made to page 
        16 of the Form 10-K.
           
                                     USE OF PROCEEDS
        
        The net proceeds from the issuance and sale of the New Bonds will be 
        used to reimburse the Company for the payment at maturity of $9.2 
        million aggregate principal amount of its General and Refunding 
        Mortgage Bonds, 13.90% Series due February 1, 1995, to make a required 
        sinking fund payment of $15 million on May 1, 1995 on the Company's 
        General and Refunding Mortgage Bonds, 10.95% Series due May 1, 1997
        and for other corporate purposes.


                             RATIOS OF EARNINGS TO FIXED CHARGES

        The Company has calculated ratios of earnings to fixed charges pursuant 
        to Item 503 of Securities and Exchange Commission ("SEC") Regulation S-K
 
        as follows:




                                                 Year Ended December 31,
                                        1994   1993   1992   1991     1990

 Ratios of Earnings to Fixed Charges(a) 1.91  4.68(b)  2.66  5.66(c)  2.73




        (a) "Earnings", as defined by Item 503(d)(3) of SEC Regulation S-K, 
        represent the aggregate of (1) net income, (2) taxes based on income, 
        (3) investment tax credit adjustments # net and (4) fixed charges. 
        "Fixed Charges" as defined by Item 503(d)(4) of SEC Regulation S-K 
        include interest (whether expensed or capitalized), related 
        amortization and interest applicable to rentals charged to operating 
        expenses. This table supersedes the one set forth in the accompanying 
        Prospectus under "Ratios of Earnings to Fixed Charges."



        (b) Earnings for the year ended December 31, 1993 include approximately 
        $18 million pre-tax cumulative effect of a change in accounting 
        principle to provide for the accrual of estimated unbilled revenues.


        (c) Earnings for the year ended December 31, 1991 include the effect of 
        a settlement between the Company and the Council of the City of 
        New Orleans, Louisiana, effective October 4, 1991, that permitted the 
        Company to defer for future recovery, and record as an asset, $90 
        million of previously incurred but uncollected Grand Gulf 1-related 
        costs.



                             DESCRIPTION OF THE NEW BONDS

        The following description of the particular terms of the New Bonds 
        offered hereby supplements the description of the general terms and 
        provisions of the New G&R Bonds set forth in the accompanying 
        Prospectus under the heading "Description of the New G&R Bonds", to 
        which description reference is hereby made. As used hereinafter, the 
        terms "G&R Bonds", "Rate Recovery Mortgage Bonds", "Trustee" and 
        "G&R Mortgage" shall have the meanings provided therefor under the 
        heading "Description of the New G&R Bonds" in the accompanying 
        Prospectus, except that Z. George Klodnicki resigned as Trustee 
        and was succeeded by Mark F. McLaughlin as of May 26, 1993.


         Interest, Maturity and Payment.  The New Bonds will mature on 
         April 1, 2005, and will bear interest at the rate shown in their 
         title, payable April 1 and October 1 of each year, commencing October
         1, 1995. Interest is payable to holders of record at the close of 
         business on the last day of the March or September next preceding the 
         interest payment date. Principal and interest are payable at the 
         office or agency of the Company in New York City. (See "Book-Entry 
         G&R Bonds" below for information on principal and interest paymentsto 
         owners of beneficial interests in the New Bonds). The Company has 
         covenanted to pay interest on any overdue principal and (to the 
         extent that payment of such interest is enforceable under applicable 
         law) on any overdue installment of interest at the rate of 
         9.67% per annum. 


         Redemption and Purchase of New Bonds.

        General.  Except as provided below under "Redemption of New Bonds at 
        the Option of Holders", the New Bonds will not be redeemable for any 
        purpose prior to April 1, 1998. Thereafter, the New Bonds will be 
        redeemable, at the option of the Company, in whole at any time, or in 
        part from time to time, upon not less than 30 days' notice (a) so long 
        as any Rate Recovery Mortgage Bonds are outstanding (the latest 
        scheduled maturity of currently outstanding Rate Recovery Mortgage 
        Bonds being May 1, 1997), at the special redemption price of 100% of 
        the principal amount, with cash consideration from certain disposals 
        of assets or from sale-leaseback transactions (as described in the 
        accompanying Prospectus in the last paragraph under the heading 
        "Description of the New G&R Bonds # Certain Other Covenants and 
        Agreements"), (b) at the special redemption price of 100% of the 
        principal amount, with certain deposited cash or proceeds of released 
        property, and (c) at the general redemption price of 100% of the 
        principal amount for all other redemptions, in each case together with 
        accrued interest to the date fixed for redemption.


         If, at the time notice of redemption is given, the redemption monies 
         are not held by the Trustee, the redemption may be made subject to 
         receipt of such monies before the date fixed for redemption, and such
         notice shall be of no effect unless such monies are so received.

         Cash deposited under any provision of the G&R Mortgage (with certain 
         exceptions) may be applied to the redemption or purchase (including 
         the purchase from the Company) of G&R Bonds of any series.  The New 
         Bonds are not subject to redemption under any sinking or improvement 
         fund or any  maintenance or replacement fund.

         Redemption of New Bonds at the Option of Holders.  Notwithstanding the
         prohibition on redemption of New Bonds prior to April 1, 1998, the 
         holders of New Bonds will have the right, at any time prior to 
         maturity, to tender their New Bonds to the Company for redemption in 
         the limited circumstances and at the prices described below:



(1) As described in the accompanying Prospectus under the heading "Description 
of the New G&R Bonds # Redemption or Exchange in the Event of Consolidation or 
Merger with LP&L", in the event of a consolidation or merger of the Company with
Louisiana Power & Light Company, the new company formed thereby would have the
option to offer to exchange all outstanding G&R Bonds, including the New Bonds, 
for a like principal amount of the new company's first mortgage bonds. If the 
new company makes such an offer to exchange, the holders of outstanding G&R 
Bonds, including the New Bonds, may, instead of receiving such first mortgage 
bonds, require the Company to redeem such G&R Bonds.  The redemption prices 
applicable for these purposes to the New Bonds are determined as follows:

         (a) if, at the time the new company gives notice to G&R Bondholders of
         the offer to exchange, the first mortgage bonds of the new company 
         are rated higher than, or in the same generic rating category as, 
         the G&R Bonds by at least two nationally recognized statistical rating
         agencies, at a redemption price equal to the principal amount of the 
         New Bonds to be redeemed, together with accrued interest to the date 
         fixed for redemption; and 
         
         (b) in all other cases, at the then applicable general redemption 
         prices specified under "General Redemption Price (%)" in the table 
         under the heading "General" above.
         
         (2) As described in the accompanying Prospectus under the heading 
"Description of the New G&R Bonds # Redemption at the Option of Holders in the 
Event of Takeover", if all or substantially all of the Company's property or a 
majority of its common stock is taken or acquired by a governmental authority, 
the holders of all G&R Bonds then outstanding, including the New Bonds, have
the right to tender their G&R Bonds for redemption by the Company at a price 
equal to the principal amount thereof plus accrued interest to the date fixed 
for redemption. The Company has reserved the right (either with the consent of 
the holders of G&R Bonds issued prior to January 1, 1993 or after all of such 
bonds have been retired at its discretion) to eliminate this provision from the 
G&R Mortgage without the consent of holders of the New Bonds or any subsequent 
series of G&R Bonds.


          Dividend Covenant.  The Company will covenant in substance that, so 
long as any New Bonds remain outstanding, it will not pay any cash dividends on 
common stock or repurchase common stock after March 31, 1995 except from 
credits to earned surplus after March 31, 1995 plus $150,000,000 plus such 
additional amounts as shall be approved by the SEC.

          Book-Entry G&R Bonds.  The information under the heading "Description 
of the New G&R Bonds # Form and Exchanges" in the accompanying Prospectus will 
not be applicable to the New Bonds.  Except under the circumstances described 
below, the New Bonds will be issued in the form of one or more fully registered 
bonds that will be deposited with, or on behalf of, The Depository Trust 
Company, New York, New York ("DTC"), or such other depository as may be 
subsequently designated, and registered in the name of Cede & Co., as nominee 
for DTC.


         So long as DTC, or its nominee, is the owner of the New Bonds, DTC or 
such nominee, as the case may be, will be considered the sole registered holder 
of the New Bonds for all purposes under the G&R Mortgage. Payments of principal 
of and premium, if any, and interest on the New Bonds will be made to DTC
or its nominee, as the case may be, as the holder of the New Bonds. Except as 
set forth below, owners of beneficial interests in the New Bonds will not be 
entitled to have any individual New Bonds registered in their names, will not 
receive or be entitled to receive physical delivery of any such New Bonds and 
will not be considered the holders thereof under the G&R Mortgage.

         If DTC is at any time unwilling or unable to continue as depository 
and a successor depository is not appointed, the Company will issue individual 
registered New Bonds in exchange for the New Bonds held by DTC. In addition, 
the Company may at any time and in its sole discretion determine not to have
the New Bonds held by DTC and, in such event, will issue individual registered 
New Bonds in exchange for the New Bonds held by DTC. In any such instance, an 
owner of a beneficial interest in the New Bonds will be entitled to physical 
delivery of individual New Bonds equal in principal amount to such beneficial 
interest and to have such New Bonds registered in such owner's name. Individual 
New Bonds so issued will be issued as registered New Bonds in denominations of 
$1,000 or any multiple thereof.

        Upon the issuance of the New Bonds, DTC will credit, on its book-entry 
registration and transfer system, the respective principal amounts of beneficial
 
interests to the accounts of institutions that have accounts with DTC 
("Participants"). The accounts to be credited will initially be designated 
by the 
Underwriter (as hereinafter defined) or the Company. Ownership of beneficial 
interests in the New Bonds will be limited to Participants or persons who may 
hold interests through Participants. Ownership of beneficial interests in the 
New Bonds will be shown on, and the transfer of that ownership will be effected 
only through, records maintained by DTC (with respect to the Participants' 
interests) or by Participants or persons who hold through Participants (with 
respect to persons other than Participants). The laws of some states require 
that certain purchasers of securities take physical delivery of such 
securities. 
Such limits and such laws may impair the ability to transfer beneficial 
interests in the New Bonds. Upon receipt of any payment of principal, premium 
or interest in respect of the New Bonds, DTC's current practice is to credit 
immediately Participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such New  
Bonds as shown on the records of DTC. Payments by Participants to owners of 
beneficial interests in the New Bonds will be governed by standing 
instructions and customary practices, as is now the case with securities 
held for the accounts of customers in bearer form or registered in "street 
name," and will be the responsibility of such Participants, subject to any 
statutory or regulatory requirements that may be in effect from time to
time. Conveyance of notices and other communications by DTC to Participants and
by Participants to other beneficial owners will be governed by arrangements 
among them, subject to any statutory and regulatory requirements as may be 
in effect from time to time.


         Each purchaser of New Bonds must rely on (1) the procedures of DTC, 
and, if such purchaser is not a Participant, the procedures of the Participant 
through which such purchaser holds its beneficial interest, to receive payments 
and notices, and (2) the records of DTC and, if such purchaser is not a 
Participant, the records of the Participant through which such purchaser holds 
its beneficial interest, to evidence its beneficial ownership of New Bonds.

DTC is a limited-purpose trust company organized under the New York Banking 
Law, a "banking organization" within the meaning of the New York Banking Law, a 
member of the Federal Reserve System, a "clearing corporation" within the 
meaning of the New York Uniform Commercial Code, and a "clearing agency" 
registered pursuant to the provisions of Section 17A of the Securities 
Exchange Act of 1934, as amended. DTC holds securities of its Participants 
and facilitates the clearance and settlement of securities transactions among 
its Participants in such securities through electronic book-entry changes in 
accounts of the Participants, thereby eliminating the need for physical 
movement of securities certificates.  DTC's Participants include securities 
brokers and dealers (including the Underwriter of the New Bonds), banks, 
trust companies, clearing corporations, and certain other organizations, some 
of whom (and/or their representatives) own DTC. Access to DTC's book-entry 
system is also available to others, such as banks, brokers, dealers and 
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly. The rules applicable to DTC and 
its Participants are on file with the SEC.


The information in this section concerning DTC and DTC's book-entry system 
has been obtained from sources (including DTC) that the Company and the 
Underwriter of the New Bonds believe to be reliable, but the Company and the 
Underwriter of the New Bonds take no responsibility for the accuracy thereof.


         Neither the Company, the Trustees, the Underwriter nor any agent for 
payment on or registration of transfer or exchange of New Bonds will have any 
responsibility or liability for any of the records relating to or payments 
made on account of beneficial interests in any of the New Bonds or for 
maintaining, supervising or reviewing any records relating to such beneficial 
interests.


                EXPERTS AND LEGALITY
        
        Reference is made to "Experts and Legality" in the accompanying 
Prospectus. The financial statements and the related financial statement 
schedules incorporated in this Prospectus by reference from the Form 10-K 
have been incorporated by reference herein in reliance on the reports of 
Coopers & Lybrand, L.L.P.,independent accountants, given on the authority 
of such firm as experts in auditing and accounting.



                UNDERWRITING


        Under the terms and subject to the conditions set forth in the 
Underwriting Agreement dated the date hereof, Morgan Stanley & Co. 
Incorporated (the "Underwriter") has agreed to purchase and the Company has 
agreed to sell to the Underwriter the New Bonds.

        The Underwriting Agreement provides that the obligation of the 
Underwriter to pay for and accept delivery of the New Bonds is subject to 
approval of certain legal matters by its counsel and to certain other 
conditions. The Underwriter is committed to take and pay for all of the 
New Bonds if any are taken.
        
        The Underwriter initially proposes to offer the New Bonds directly 
to the public at the public offering price set forth on the cover page hereof, 
and to certain dealers at a price less a concession not in excess of .40% of 
the principal amount of the New Bonds. The Underwriter may allow and such 
dealers may reallow a concession not in excess of .25% of the principal 
amount of the New Bonds to certain other dealers. After the initial 
offering of the New Bonds, the offering price and other selling terms may 
from time to time be varied by the Underwriter.


        The Company has agreed to indemnify the Underwriter against certain 
liabilities, including liabilities under the Securities Act of 1933, as 
amended.


        The Company does not intend to apply for listing of the New Bonds 
on a national securities exchange, but has been advised by the Underwriter 
that it presently intends to make a market in the New Bonds, as permitted 
by applicable laws and regulations. The Underwriter is not obligated to make 
a market in the New Bonds, and any such market making may be discontinued 
at any time at the sole discretion of the Underwriter. Accordingly, no 
assurance can be given as to the liquidity of, or trading markets for, the
New Bonds.




  PROSPECTUS






  $145,000,000
  New Orleans Public Service Inc.




 General and Refunding Mortgage Bonds




New Orleans Public Service Inc. (the "Company") may offer from time to time 
up to $145,000,000 aggregate principal amount of its General and Refunding 
Mortgage Bonds (the "New G&R Bonds"), in one or more series at prices and on 
terms to be determined at the time of sale.  This Prospectus will be 
supplemented by a prospectus supplement (the "Prospectus Supplement") which 
will set forth the aggregate principal amount, rate and time of payment of 
interest, maturity, purchase price, initial public offering price, if any, 
redemption provisions and other specific terms of the series of New G&R 
Bonds in respect of which this Prospectus is being delivered.  The sale 
of one series of New G&R Bonds will not be contingent upon the sale of 
any other series of New G&R Bonds.





THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.






        The Company may sell the New G&R Bonds through underwriters, dealers or 
agents, or directly to one or more purchasers.  The Prospectus Supplement will 
set forth the names of underwriters, dealers or agents, if any, any applicable 
commissions or discounts and the net proceeds to the Company from any such 
sale.  
See "Plan of Distribution" for possible indemnification arrangements for 
underwriters, dealers, agents and purchasers.
 
 The date of this Prospectus is February 19, 1993

         IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
NEW G&R BONDS OFFERED HEREBY OR ANY OTHER SECURITIES OF THE COMPANY AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.



                AVAILABLE INFORMATION
                                   
New Orleans Public Service Inc. ("Company") is subject to the informational 
requirements of the Securities Exchange Act of 1934 ("Exchange Act") and in 
accordance therewith files reports and other information with the 
Securities and Exchange Commission ("SEC").  Such reports include information, 
as of particular dates, concerning the Company's directors and officers, 
their remuneration, the principal holders of the Company's securities and 
any material interests of such persons in transactions with the Company.  
Such reports and other information can be inspected and copied at the public 
reference facilities maintained by the SEC at 450 Fifth Street, N.W., 
Room 1024, Washington, D.C. 20549; 500 West Madison Street, 14th floor, 
Chicago, Illinois 60661; and 7 World Trade Center, 13th floor, New York, 
New York 10048.  Copies of this material can also be obtained at prescribed 
rates from the Public Reference Section of the SEC at its principal office 
at 450 Fifth Street, N.W., Washington, D.C. 20549.  Shareholders of the 
Company are furnished copies of financial statements as of the end of the 
most recent fiscal year audited and reported upon (with an
opinion expressed) by independent certified public accountants.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


The following documents filed with the SEC pursuant to the Exchange Act 
are incorporated in this Prospectus by reference:


        1. The Company's Annual Report on Form 10-K for the year ended 
           December 31, 1991; and


        2. The Company's Quarterly Reports on Form 10-Q for the quarters 
           ended March 31, 1992, June 30, 1992 and September 30, 1992.



        In addition, all documents subsequently filed with the SEC by the 
Company pursuant to Section 13, 14 or 15(d) of the Exchange Act prior to 
the termination of this offering shall be deemed to be incorporated by 
reference in this Prospectus and to be a part hereof from the date of 
filing of such documents (such documents, and the documents enumerated 
above, being hereinafter referred to as "Incorporated Documents").


        Any statement contained herein or in an Incorporated Document 
shall be deemed to be modified or superseded for purposes of this 
Prospectus to the extent that a statement contained herein or in
any other subsequently filed Incorporated Document or in an accompanying 
Prospectus Supplement modifies or supersedes such statement.  Any such 
statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Prospectus.


         The Company hereby undertakes to provide without charge to 
each person, including any beneficial owner, to whom a copy of this 
Prospectus has been delivered, on the written or oral request of any such
person, a copy of any and all of the Incorporated Documents, other than 
exhibits to such documents, unless such exhibits are specifically 
incorporated by reference therein.  Requests should be directed to
Mr. Gary L. Florreich, Assistant Secretary and Assistant Treasurer, 
New Orleans Public Service Inc., 317 Baronne Street, New Orleans, 
Louisiana 70112, telephone number; 504-595-3100.  The information relating
to the Company contained in this Prospectus and any accompanying 
Prospectus Supplement does not purport to be comprehensive and is 
based upon information contained in the Incorporated Documents; accordingly,
such information contained herein should be read together with the 
information contained in the Incorporated Documents.



         No person has been authorized to give any information or to 
make any representation not contained in this Prospectus or, with 
respect to any series of New G&R Bonds, the Prospectus Supplement
relating thereto, and, if given or made, such information or 
representation must not be relied upon as having been authorized by 
the Company or any underwriter.  This Prospectus and any Prospectus 
Supplement do not constitute an offer to sell or a solicitation of an 
offer to buy any of the securities offered hereby in any jurisdiction 
to any person to whom it is unlawful to make such offer in such jurisdiction.

         Neither the delivery of this Prospectus and a Prospectus Supplement 
nor any sale made thereunder shall, under any circumstances, create any 
implication that there has been no change in the affairs of the Company 
since the date of this Prospectus or that Prospectus Supplement.



                THE COMPANY

        The Company was incorporated under the laws of Louisiana on January 1, 
1926.  The Company's principal executive offices are located at 317 Baronne 
Street, New Orleans, Louisiana 70112.  Its telephone number, including area 
code, is 504-595-3100.

        The Company is an electric and gas public utility company with all of 
its operations in the State of Louisiana.  Entergy Corporation ("Entergy"), 
which is a registered public utility holding company under the Public Utility 
Holding Company Act of 1935, as amended ("Holding Company Act"), owns
all of the outstanding common stock of the Company.  The Company, Arkansas 
Power & Light Company ("AP&L"), Louisiana Power & Light Company ("LP&L") 
and Mississippi Power & Light Company ("MP&L") are the principal operating 
utility subsidiaries of Entergy.  Entergy also owns all of the common stock of
System Energy Resources, Inc. ("System Energy"), a generating company, Entergy 
Services, Inc., a service company, Entergy Enterprises, Inc., a non-utility 
company, Entergy Operations, Inc., a nuclear management services company, and 
Entergy Power, Inc., a subsidiary formed to market certain capacity and 
energy in certain wholesale markets.


The Company, AP&L, LP&L and MP&L own all the capital stock of System 
Fuels, Inc., a special purpose company formed to plan and implement 
programs for the procurement, delivery and storage of fuel supplies for 
Entergy subsidiaries.


                USE OF PROCEEDS


        The net proceeds to be received from the issuance and sale of the 
New G&R Bonds will be used for (or to reimburse the Company's treasury for) 
the payment at maturity, redemption or other acquisition, in whole or in 
part, of certain of the Company's outstanding securities.  The Company's 
securities that may be redeemed or acquired include (1) one or more series 
of the Company's outstanding first mortgage bonds, (2) one or more series 
of the Company's outstanding general and refunding mortgage bonds, and 
(3) one or more series of the Company's outstanding preferred stock.  
The specific securities redeemed or acquired with the proceeds of a 
series of New G&R Bonds will be set forth in the Prospectus Supplement 
relating to that series. Reference is made to the Incorporated Documents 
with respect to the Company's most significant contingencies, its general 
capital requirements, and its general financing plans and capabilities,
including its short term borrowing capacity, earnings coverage requirements 
under the Company's Restatement of Articles of Incorporation, as amended, 
which limit the amount of additional preferred stock which the Company 
may issue, and earnings coverage and other requirements under the Company's
general and refunding mortgage, which limit the amount of additional 
mortgage bonds which the Company may issue.




                DESCRIPTION OF THE NEW G&R BONDS


         General.  The New G&R Bonds are to be issued under the Company's 
Mortgage and Deed of Trust, dated as of May 1, 1987, as supplemented by 
two supplemental indentures thereto and as to be further supplemented by 
one or more supplemental indentures, including supplemental indentures 
relating to the New G&R Bonds (collectively referred to as the "G&R 
Mortgage"), to Bank of Montreal Trust Company ("Trustee") and Z. George 
Klodnicki, as Trustees (collectively, "Trustees").  All General and Refunding 
Mortgage Bonds issued or to be issued under the G&R Mortgage are referred 
to herein as "G&R Bonds."



        The statements herein concerning the G&R Bonds, the New G&R Bonds 
and the G&R Mortgage are merely an outline.  They are subject to the 
detailed provisions of the G&R Mortgage, which are incorporated herein by 
reference.

         Terms of Specific Series of the New G&R Bonds.  A Prospectus 
Supplement will include descriptions of the following terms of a series of 
the New G&R Bonds to be issued:  (1) the designation of such series of the 
New G&R Bonds; (2) the aggregate principal amount of such series; (3) the 
date on which such series will mature; (4) the rate at which such series 
will bear interest and the date from which such interest accrues; (5) 
the dates on which interest will be payable; and (6) the prices and the other 
terms and conditions upon which the particular series may be redeemed by 
the Company prior to maturity.

         Form and Exchanges.  Unless otherwise indicated in a Prospectus 
Supplement, the New G&R Bonds will be delivered in definitive fully 
registered form in denominations of $1,000 or any multiple thereof. No 
service charge will be made for any transfer or exchange of the New G&R Bonds.



         Security.  The New G&R Bonds, together with all other G&R Bonds now 
or hereafter issued under the G&R Mortgage, will be secured by the G&R 
Mortgage, which constitutes, in the opinion of Monroe &
Lemann (A Professional Corporation), counsel for the Company, a first lien on 
all rights of the Company to receive payment and compensation for certain rate 
deferrals (and deferred carrying charges accrued thereon) (see "Issuance of 
Additional G&R Bonds" below) in the event of acquisition of the Company's 
properties and assets by a governmental authority ("Municipalization 
Interest"), 
subject to certain excepted encumbrances. The G&R Mortgage also constitutes, 
in the opinion of Monroe & Lemann (A Professional Corporation), counsel for 
the Company, a second mortgage lien on all other properties of the Company 
(except properties released under the terms of the G&R Mortgage and except 
as stated below), subject to (1) the first lien of the Company's Mortgage 
and Deed of Trust dated as of July 1, 1944, to The Chase National Bank of 
the City of New York (The Bank of New York, successor) and Carl E. Buckley 
(W. T. Cunningham, successor), as Trustees, as supplemented ("First Mortgage"), 
(2) other excepted encumbrances, (3) minor defects and encumbrances customarily 
found in properties of like size and character which do not materially impair 
the use of the property affected thereby in the conduct of the business of 
the Company, and (4) other liens, defects and encumbrances, if any, existing 
or placed thereon at the time of acquisition thereof by the Company and 
except as limited by bankruptcy law.  There are excepted from the lien of the 
G&R Mortgage certain property, including all cash and securities; all 
merchandise, equipment, apparatus, materials or supplies held for sale or other 
disposition in the usual course of business or consumable during use; 
automobiles,  vehicles and aircraft; timber, minerals, mineral rights and 
royalties; and receivables, contracts, leases and operating agreements.

        The G&R Mortgage contains provisions for subjecting after-acquired 
property (subject to the First Mortgage and pre-existing liens) to the lien 
thereof, subject to limitations in the case of consolidation, merger or sale 
of substantially all of the Company's assets.

        The G&R Mortgage is junior and subordinate to the lien of the First 
Mortgage on substantially all of the Company's properties.  At December 31, 
1992, approximately $90.25 million principal amount of bonds were outstanding 
under the First Mortgage.  Such bonds and all other bonds issued under the 
First 
Mortgage are hereinafter referred to as "First Mortgage Bonds."  The G&R 
Mortgage provides that no additional First Mortgage Bonds may be issued 
under the First Mortgage.

        The G&R Mortgage provides that the Trustees shall have a lien upon the 
mortgaged property, prior to the G&R Bonds, for the payment of their 
reasonable compensation, expenses and disbursements and for indemnity against 
certain liabilities.

        The G&R Mortgage contains restrictions on liens and on the issuance of 
indebtedness, including bonds, applicable so long as any Rate Recovery Mortgage 
Bonds, as defined below, are outstanding (see "Certain Other Covenants and 
Agreements" below). 


        Issuance of Additional G&R Bonds.  The maximum principal amount of 
G&R Bonds that may be issued and outstanding under the G&R Mortgage is $10 
billion.  G&R Bonds of any series may be issued from time to time on the 
basis of (1) the aggregate uncollected balance of certain rate deferrals, 
described below, and the deferred carrying charges accrued thereon, recorded 
as assets on the books of the Company (whether or not subject to the lien of 
the G&R Mortgage), provided that the aggregate principal amount of outstanding 
G&R Bonds issued on this basis shall not exceed the lesser of $280,000,000 or 
50% of the uncollected balance of such rate deferrals, and such bonds must 
mature not later than May 1, 1998 (G&R Bonds issued on this basis being 
hereinafter called "Rate Recovery Mortgage Bonds"), (2) 70% of property 
additions after adjustments to offset retirements, (3) retirement of G&R 
Bonds (other than Rate Recovery Mortgage Bonds) or of First Mortgage Bonds, 
and (4) deposit of cash with the Trustee.  Deposited cash may be withdrawn 
upon the bases  stated in (2) or (3).  Property additions generally include 
electric, gas, steam or hot water property acquired after December 31, 1986, 
but may not include, among other things, securities, automobiles, vehicles 
or aircraft, or property used principally for the production or gathering 
of natural gas.  

        As noted above, under the G&R Mortgage, Rate Recovery Mortgage Bonds 
must mature not later than May 1, 1998.  In connection with the issuance of 
New G&R Bonds, the Company will reserve the right, without the consent of the 
holders of any series of G&R Bonds created after January 1, 1993, including the 
New G&R Bonds, to amend this limitation to provide that all Rate Recovery 
Mortgage Bonds must mature not later than September 30, 2001.  

        Under the G&R Mortgage, whenever the principal amount of outstanding 
Rate Recovery Mortgage Bonds exceeds 66#% of the uncollected balance of rate 
deferrals and the deferred carrying charges accrued thereon, no additional 
G&R Bonds may be issued, on any basis, under the G&R Mortgage.  In connection
with the issuance of New G&R Bonds, the Company will reserve the right, without 
the consent of the holders of any series of G&R Bonds created after January 1, 
1993, including the New G&R Bonds, to amend the G&R Mortgage to eliminate this 
restriction. 

        The Company contemplates that the New G&R Bonds will not be issued on 
the basis of rate deferrals and accordingly will not be Rate Recovery Mortgage 
Bonds. 

        With certain exceptions in the case of (3) above, the issuance of G&R 
Bonds is subject to adjusted net earnings for 12 out of the preceding 15 
months, 
before income taxes, being at least twice the annual interest requirements on 
all First Mortgage Bonds and all G&R Bonds at the time outstanding, including 
the additional issue, and all indebtedness, if any, of prior rank.  In 
connection with the issuance of the New G&R Bonds, the Company will reserve 
the right, without the consent of the holders of any series of G&R Bonds 
created after January 1, 1993, including the New G&R Bonds, to substitute 
for the foregoing a requirement that adjusted net earnings for 12 out of the 
preceding 18 months, before income taxes, be at least twice such annual 
interest requirements.  In general, interest on variable interest bonds, 
if any, is calculated using the average rate in effect during such 12 
months period.


        Pursuant to a resolution of the Council of the City of New Orleans, 
Louisiana ("Council") adopted on February 4, 1988, as effectively superceded 
by a settlement agreement between the Company and the Council effective 
October 4, 1991 ("Rate Order"), the Company deferred for future recovery a 
portion of its costs related to its allocated share of capacity and energy 
from System Energy's interest in Unit No. 1 of the Grand Gulf Nuclear 
Electric Generating Station ("Grand Gulf 1").  The Rate Order provides, among 
other things, for the recovery by the Company of approximately $379 million 
of deferred Grand Gulf 1-related costs and related carrying charges, in varying 
annual amounts, over a 10-year period from October 1, 1991 through

        September 30, 2001.  Reference is made to the Incorporated Documents 
for further information with respect to these matters.


        Net property additions available for the issuance of New G&R Bonds at 
September 30, 1992 were approximately $106.5 million.  Deferred and uncollected 
Grand Gulf 1-related costs at September 30, 1992 were approximately $248 
million 
and at that date $113.6 million of Rate Recovery Mortgage Bonds were 
outstanding.  On February 1, 1993, $29.4 million of outstanding Rate Recovery 
Mortgage Bonds were retired at maturity.

        The G&R Mortgage contains restrictions on the issuance of G&R Bonds 
against property subject to liens (other than the lien of the First Mortgage).

        Other than the security afforded by the lien of the G&R Mortgage and 
restrictions on the issuance of additional G&R Bonds described above, there 
are no provisions of the G&R Mortgage which afford the holders of the New G&R 
Bonds protection in the event of a highly leveraged transaction involving the 
Company.  However, such a transaction would require regulatory approval, and 
management of the Company believes that such approval would be unlikely in a 
highly leveraged context.

         Release and Substitution of Property.  Property (other than the 
Municipalization Interest) may be released, without applying any earnings test, 
upon the basis of:  (1) the release of such property from the lien of the 
First Mortgage, (2) the deposit of cash or, to a limited extent, purchase 
money mortgages, (3) property additions, after adjustments in certain cases 
to offset retirements and after making adjustments for certain prior lien 
bonds, if any, outstanding against property additions, and (4) waiver of 
the right to issue G&R Bonds.  Cash may be withdrawn upon the bases stated 
in (3) and (4) above. 

        Property is currently released on the basis of its fair value.  In 
connection with the issuance of New G&R Bonds, the Company will reserve the 
right, without the consent of the holders of any series of G&R Bonds created 
after January 1, 1993, including the New G&R Bonds, to modify the release 
provisions to provide that property owned by the Company on December 31, 1986 
is released on the basis of its depreciated book value and all other property 
is released on the basis of its cost, as defined in the G&R Mortgage.  In 
connection with the issuance of New G&R Bonds, the Company will also reserve 
the right, without the consent of the holders of any series of G&R Bonds 
created after January 1, 1993, including the New G&R Bonds, to add new 
provisions for the release of unfunded property.  Under the new provisions, 
the Company will be able to release unfunded property without meeting the 
tests in the preceding paragraph, if, after such release, the Company will 
have at least one dollar ($1) in unfunded property that remains subject 
to the lien of the G&R Mortgage.

         Dividend Covenant.  The Company will covenant in substance that, so 
long as any New G&R Bonds of a particular series remain outstanding, it will 
not pay any cash dividends on common stock or repurchase common stock after 
a selected date close to the date of the original issuance of such series of 
New G&R Bonds (other than certain dividends that may be declared by the 
Company prior to such selected date) except from credits to retained earnings 
after such selected date plus an amount not to exceed $150,000,000 and plus 
such additional amounts as shall be approved by the SEC.

         Grand Gulf 1 Deferrals and Protection of Rate Order.  The Company has
covenanted that, so long as any Rate Recovery Mortgage Bonds are outstanding, 
(1) it will not sell, assign or grant any lien on its deferred Grand Gulf 
1-related costs and the deferred carrying charges accrued thereon, and (2) 
it will take all reasonable actions to maintain in full force and effect the 
Rate Order and to defend the Rate Order against challenges, and it will not 
take any action to modify the Rate Order in any manner that is materially 
adverse to the interests of the holders of the Rate Recovery Mortgage Bonds.


        Certain Other Covenants and Agreements.  The Company has entered 
into certain other covenants and agreements as hereinafter set forth.  The 
Company will no longer be bound by these covenants and agreements when Rate 
Recovery Mortgage Bonds are no longer outstanding (the latest scheduled 
maturity of currently outstanding Rate Recovery Mortgage Bonds being May 1, 
1997).

        In connection with the G&R Bonds issued prior to January 1, 1993, the 
Company has made certain covenants related to, among other things, limitations 
on outstanding indebtedness, guaranties, principal payments, loans and 
advances, 
dispositions of assets (including accounts receivable), dividends on common 
stock and purchases of preferred and common stock, liens, lines of business and 
transactions with  affiliates. The covenant limiting principal payments 
provides that the Company will not make payments on account of principal of, or 
purchase, outstanding G&R Bonds (other than Rate Recovery Mortgage Bonds) 
or outstanding industrial development or pollution control revenue bonds prior 
to May 1, 1997 in excess of stated amounts ranging from $2.5 million in the 
12-month period beginning May 1, 1993 to $25 million in the 12-month period 
beginning May 1, 1996.  The covenant limiting indebtedness provides that the 
Company will not incur or permit to be outstanding any indebtedness for 
borrowed money except (1) First Mortgage Bonds; (2) G&R Bonds; (3) indebtedness 
in respect of industrial development or pollution control revenue bonds 
(subject to certain conditions, including the Company's meeting the net 
earnings and property additions issuance tests under the G&R Mortgage as if 
an equal principal amount of G&R Bonds bearing an equal rate of interest were 
being issued); (4) capitalized leases of equipment and office facilities, with 
certain limitations; and (5) unsecured indebtedness maturing in one year 
or less in an amount not exceeding the greater of 10% of capitalization or 50% 
of  cumulative deferred and uncollected Grand Gulf 1-related costs and the 
deferred carrying charges accrued thereon (less the principal amount of 
outstanding Rate Recovery Mortgage Bonds). The covenant limiting guaranties 
provides that the Company will not guarantee any financial obligations except 
(1) guaranties in the ordinary course of business in connection with the 
leasing of limited amounts of personal property or financing of fuel purchases; 
(2) guaranties of obligations of System Fuels, Inc. in connection with its 
fuel supply business that are approved by the SEC under the Holding Company 
Act; and (3) financial undertakings of the Company in connection with its 
obligations to System Energy.  In connection with the issuance of Rate 
Recovery Mortgage Bonds prior to January 1, 1993, the Company has also agreed 
to redeem any Rate Recovery Mortgage Bonds tendered by the holders thereof if 
(a) the Company's share of Grand Gulf 1 costs is increased in an amount that 
an independent arbiter deems material and such amount is not reflected in the 
Company's retail rates; (b) the Rate Order has been modified so as to impair 
the Company's ability to perform its obligations in respect of outstanding 
Rate Recovery Mortgage Bonds; or (c) a change in law or accounting 
principles adversely affects the recording as assets or recovery of 
deferred Grand Gulf 1 costs or the Company's financial condition or results 
of operations so as to materially impair the Company's ability to perform its 
obligations in respect of outstanding Rate Recovery Mortgage Bonds.


        The Company has also covenanted that, so long as any Rate Recovery 
Mortgage Bonds are outstanding, it will not (1) (except in the case of 
condemnation or other acquisition by a governmental entity or merger or 
consolidation with, or transfer of all or substantially all of its property 
as an entirety to, another corporation) dispose of any of its assets in any 
calendar year having an aggregate fair value in excess of $10 million, or (2) 
enter into any sale-leaseback transactions involving cash  consideration of 
$1 million or more, unless the cash consideration for such transactions is used 
either to redeem outstanding First Mortgage Bonds, and, to the extent not 
required to be used for that purpose, to redeem outstanding G&R Bonds, or to 
acquire or construct property subject to the lien of the G&R Mortgage.  The 
redemption prices applicable for these purposes to each series of New G&R 
Bonds will be included in the Prospectus Supplement relating to that series.


         Maintenance and Replacement Fund in First Mortgage.  The New G&R 
Bonds will not be subject to any maintenance or replacement provisions.  
However, the Company has covenanted to comply with the provisions of Sections 
38 and 39(I) of the First Mortgage, which provisions relate to maintenance 
and replacement of property, but only so long as the First Mortgage remains 
outstanding.  Such Section 39(I) provides that in addition to actual 
expenditures for maintenance and repairs, the Company is required to expend 
or deposit for each year, for replacements and improvements in respect of 
mortgaged property, an amount equal to $2,050,000 plus 3% of net additions to 
mortgaged property made after December 31, 1943 and prior to the beginning 
of the year for which the calculation is made.  Such requirement may be met 
by depositing cash under the First Mortgage or certifying gross property 
additions thereunder or by taking credit for First
Mortgage Bonds and prior lien bonds retired.  Any excess in such credits may 
be applied against future requirements.  Such cash may be used to redeem or 
purchase First Mortgage Bonds or may be withdrawn against gross property 
additions under the First Mortgage or waiver of the right to issue
First Mortgage Bonds.


         Redemption at the Option of Holders in the Event of Takeover.  If 
all or substantially all of the Company's property or a majority of its 
common stock is taken or acquired by a governmental authority, the Company 
is obligated, after any redemption of First Mortgage Bonds required by the 
First Mortgage, to deposit the net proceeds of such transaction with the 
Trustee, and the holders of all G&R Bonds then outstanding have the right 
to tender their G&R Bonds for redemption by the Company sixty days after 
notice of such deposit of proceeds, at a price equal to the principal amount 
thereof plus accrued interest to the date of redemption.  The terms of the 
franchise ordinances pursuant to which the Company provides electric and gas 
service in the City of New Orleans state that the City has a continuing 
option to purchase the Company's gas and electric properties.

        In connection with the issuance of New G&R Bonds, the Company will 
reserve the right, without the consent of the holders of any series of G&R 
Bonds created after January 1, 1993, including the New G&R Bonds, to amend 
the G&R Mortgage to eliminate this provision.

         Redemption or Exchange in the Event of Consolidation or Merger with 
LP&L.  There are no plans to consolidate or merge the Company and LP&L.  
However, the G&R Mortgage provides that, should such a consolidation or 
merger of the Company and LP&L occur, the new company to be formed thereby 
would have the option at any time thereafter to redeem outstanding G&R Bonds 
at stated redemption prices or to offer to exchange all outstanding G&R 
Bonds for a like principal amount of the new company's first mortgage bonds
having the same interest rates, maturity dates, interest payment dates and 
redemption provisions.  If the new company opts for such an offer to 
exchange, the holders of outstanding G&R Bonds may, instead of receiving 
such first mortgage bonds, require the Company to redeem their G&R Bonds at 
stated prices.  The redemption prices applicable for these purposes to each 
series of New G&R Bonds will be included in the Prospectus Supplement relating 
to that series.


         Defaults and Notice Thereof.  Defaults are defined in the G&R 
Mortgage as:  (1) default in payment of principal; (2) default for 10 days 
in payment of interest; (3) certain events in bankruptcy, insolvency or 
reorganization; (4) default in other covenants for 30 days after notice 
(unless the Company has in good faith commenced efforts to perform the 
covenant); (5) default under a supplemental indenture; and (6) the occurrence 
of a "Default" under the First Mortgage (defined as being default in 
payment of principal of First Mortgage Bonds, default for 60 days in payment 
of interest on or installments of funds for retirement of First Mortgage 
Bonds, certain defaults with respect to qualified lien bonds, certain 
events in bankruptcy, insolvency or reorganization, and default for 90 days 
after notice in other covenants).  In connection with the issuance of the 
ew G&R Bonds, the Company will reserve the right, without the consent of 
the holders of any series of G&R Bonds created after January 1, 1993, 
including the New G&R Bonds, to modify this definition to provide that 
default for 30 days (rather than 10 days) in payment of interest and 
default in other covenants for 90 days (rather than 30 days) after 
notice constitute defaults under the G&R Mortgage.



        The Trustee or the holders of 25% of the G&R Bonds may declare the 
principal and interest due and payable on default but a majority may annul 
such declaration if such default has been cured.  No holders of G&R Bonds 
may enforce the lien of the G&R Mortgage without giving the Trustees 
written notice of a default  and unless the holders of 25% of the G&R Bonds 
have requested the Trustees to act and offered them reasonable opportunity 
to act and indemnity satisfactory to them against the cost, expenses 
and liabilities to be incurred thereby and the Trustees shall have failed 
to act.  The holders of a majority of the G&R Bonds may direct the time, 
method and place of conducting any proceedings for any remedy available to 
the Trustees or exercising any trust or power conferred on the Trustees.  
The Trustees are not required to risk their funds or incur personal liability 
if there is reasonable ground for believing that repayment is not reasonably 
assured.
        
        The supplemental indentures relating to G&R Bonds issued prior to 
January 1, 1993 set forth additional events constituting "defaults" under 
the G&R Mortgage, including a default in the payment by the Company
of more than $1,000,000 of other indebtedness when due.  These additional 
defaults apply only so long as any Rate Recovery Mortgage Bonds are 
outstanding and may be waived by the holders of Rate Recovery Mortgage Bonds, 
without the consent of the holders of any other G&R Bonds, including the New 
G&R Bonds.

        Evidence to be Furnished to the Trustee.  Compliance with G&R Mortgage 
provisions is evidenced by written statements of Company officers or persons 
selected or paid by the Company.  In certain cases, opinions of counsel and 
certification of an engineer, accountant, appraiser or other expert (who in some
cases must be independent) must be furnished.  The Company must give the 
Trustee 
an annual statement as to whether or not the Company has fulfilled its 
obligations under the G&R Mortgage throughout the preceding calendar year.


         Modification.  The rights of holders of G&R Bonds may be modified with 
the consent of the holders of a majority of the G&R Bonds, and, if less than 
all series of G&R Bonds are adversely affected, the consent of the holders of 
a majority of the G&R Bonds adversely affected (except with respect to 
amendments or waivers of certain provisions relating to outstanding Rate 
Recovery Mortgage Bonds, which generally require the consent of the holders 
of two-thirds of each series of Rate Recovery Mortgage Bonds affected and not 
of any other bonds).  No modification of the terms of payment of principal, 
premium, if any, or interest and no modification affecting the lien of the G&R 
Mortgage or reducing the percentage required for modification is effective 
against any holder of G&R Bonds without his consent.  

                RATIOS OF EARNINGS TO FIXED CHARGES

        The Company has calculated ratios of earnings to fixed charges pursuant 
to Item 503 of SEC Regulation S-K as follows:

                                                        Twelve Months Ended
                                                December 31,       September 30
                                         1987 1988 1989 1990  1991     1992
Ratios of Earnings to Fixed Charges(a) # -(b) 2.05 1.89 2.73 5.66(c)  6.07(c)
                                          


        (a) "Earnings", as defined by SEC Regulation S-K, represent the 
aggregate of (1) net income, (2) taxes based on income, (3) investment tax 
credit adjustments # net and (4) fixed charges.  "Fixed Charges" include 
interest (whether expensed or capitalized), related amortization and interest 
applicable to rentals charged to operating expenses.



        (b) Earnings for the twelve months ended December 31, 1987, which 
included the effects of a resolution, issued by the Council on February 4, 
1988, that disallowed the recovery by the Company of $135 million of 
previously-deferred Grand Gulf 1-related costs, were inadequate to cover fixed 
charges due to the Company's recording of the $135 million write-off in 1987.  
The amount of the coverage deficiency for fixed charges was $94.5 million.
         
        (c) Earnings for the twelve months ended December 31, 1991 and 
September 30, 1992 include the effect of a settlement between the Company 
and the Council, effective October 4, 1991, that permitted the Company to 
defer for future recovery, and record as an asset, $90 million of previously 
incurred but  uncollected Grand Gulf 1-related costs.
                
                EXPERTS AND LEGALITY

        The Company's financial statements and the related financial statement 
schedules incorporated by reference in this Prospectus, except to the extent 
described below, have been audited by Deloitte & Touche, independent auditors, 
as stated in their reports included in the Annual Report of the Company on 
Form 10-K incorporated by reference herein, and have been so incorporated by 
reference in reliance upon such reports given upon their authority as 
experts in auditing and accounting. 

        With respect to unaudited interim financial information included in 
the Company's Quarterly Reports on Form 10-Q which are incorporated herein by 
reference, Deloitte & Touche have applied limited prrocedures in accordance 
with professional standards for review of such information.  However, as stated 
in their reports included in such Quarterly Reports on Form 10-Q incorporated 
by reference herein, they did not audit and do not express an opinion on that 
interim financial information.  Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature 
of the review procedures applied.

        Deloitte & Touche are not subject to the liability provisions of 
Section 11 of the Securities Act of 1933 for their reports on the unaudited 
interim financial information because those reports are not "reports" or 
"parts" of the Registration Statement prepared or certified by an accountant 
within the meaning of Sections 7 and 11 of that Act.

        The statements as to matters of law and legal conclusions made under 
"Description of the New G&R Bonds" have been reviewed by Monroe & Lemann 
(A Professional Corporation), and by Reid & Priest, both counsel for the 
Company, and are set forth herein in reliance upon the opinions of said 
firms, respectively, and upon their authority as experts.  The statements 
made herein or in the Incorporated Documents as to matters of law and legal 
conclusions, based on the belief or opinion of the Company or otherwise, 
pertaining to titles to properties, franchises and other operating rights of 
the Company, regulations to which the Company is subject and any legal 
proceedings to which the Company is a party, are made on the authority 
of Monroe &  Lemann (A Professional Corporation), and such statements 
are included in such documents and herein in reliance upon their authority 
as experts. 

        The legality of the New G&R Bonds will be passed upon for the 
Company by Monroe & Lemann (A Professional Corporation), 201 St. Charles 
Avenue, New Orleans, Louisiana and Reid & Priest, 40 West 57th Street, 
New York, New York, and for the underwriter(s), dealer(s), agent(s) or 
purchaser(s) by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, 
New York, New York.  However, all legal matters pertaining to the organization 
of the Company, titles to property, franchises and the lien of the G&R 
Mortgage, and all matters of Louisiana law will be passed upon only by 
Monroe & Lemann (A Professional Corporation).



        The statements made in the Company's Annual Report on Form 10-K for 
the year ended December 31, 1991 and Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1992, June 30, 1992 and September 30, 1992, which 
are incorporated herein by reference, as to matters of law and legal 
conclusions with respect to legal proceedings with respect to the Company have 
been reviewed by Thomas O. Lind, Esq., Regional Counsel # Louisiana, of 
Entergy Services, Inc. and such statements are included in such documents and 
herein in reliance upon his authority as an expert.  Prior to January 1, 1993 
Mr. Lind was an officer and full-time employee of the Company.


                PLAN OF DISTRIBUTION


        The Company may sell the New G&R Bonds in one or more sales in any of 
three ways:  (1) through one or more underwriters or dealers; (2) directly 
to a limited number of purchasers or to a single purchaser; or (3) through 
one or more agents.  The Prospectus Supplement relating to a series of the 
New G&R Bonds ("Offered G&R Bonds") will set forth the terms of the offering 
of the Offered G&R Bonds, including the name or names of any underwriters, 
dealers or agents, the purchase price of such Offered G&R Bonds and the
proceeds to the Company from such sale, any items constituting underwriters' 
compensation, any initial public offering price and any discounts or 
concessions allowed or reallowed or paid to dealers.  Any initial public 
offering price and any discounts or concessions allowed or reallowed or 
paid to dealers may be changed from time to time.


        The underwriter or underwriters with respect to a particular 
underwritten offering of the Offered G&R Bonds will be named in the 
Prospectus Supplement relating to such offering.


        If underwriters are involved in the sale, the Offered G&R Bonds will 
be acquired by the underwriters for their own account and may be resold from 
time to time in one or more transactions, including negotiated transactions, at 
a fixed public offering price or at varying prices determined at the time of 
each resale.  Unless otherwise set forth in the Prospectus Supplement, the 
obligations of the underwriters to purchase the Offered G&R Bonds will be 
subject to certain conditions precedent, and the underwriters will be obligated 
to purchase all such Offered G&R Bonds if any are purchased; provided that 
the agreement between the Company and the underwriter or underwriters providing 
for the sale of the Offered G&R Bonds may provide that under certain 
circumstances involving a default of underwriters, less than all of the 
Offered G&R Bonds may be purchased. 


        Offered G&R Bonds may be sold directly by the Company or through 
agents designated by the Company from time to time.  The Prospectus Supplement 
will set forth the name of any agent involved in the offer or sale of the 
Offered G&R Bonds in respect of which the Prospectus Supplement is delivered 
as well as any commissions payable by the Company to such agent.  Unless 
otherwise indicated in the Prospectus Supplement, any such agent will be 
acting on a best efforts basis for the period of its appointment.


        If so indicated in the Prospectus Supplement, the Company will 
authorize agents, underwriters or dealers to solicit offers by certain 
specified institutions to purchase Offered G&R Bonds from the Company at the 
public offering price set forth in the Prospectus Supplement pursuant to 
delayed delivery contracts  providing for payment and delivery on a 
specified date in the future.  Such contracts will be subject to those 
conditions set forth in the Prospectus Supplement, and the Prospectus 
Supplement will set forth the commission payable for solicitation of such 
contracts. 

        Each Prospectus Supplement relating to a particular offering of 
Offered G&R Bonds will contain a statement by the Company (1) as to whether 
or not the Company is able to predict the existence of a secondary market 
for such securities and, if such existence is predicted, as to the extent 
of such  secondary market, and (2) if such securities are to be purchased by 
an underwriter or underwriters, as to whether or not such underwriter or 
underwriters intend to make a market in such securities.

        Subject to certain conditions, the Company may agree to indemnify any 
underwriters, dealers, agents or purchasers and their controlling persons 
against certain civil liabilities, including liabilities under the Securities 
Act of 1933.