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) December 12, 1997
                                
Commission   Registrant, State of Incorporation,     I.R.S. Employer
File Number  Address and Telephone Number            Identification No.
             
1-11299      ENTERGY CORPORATION                     72-1229752
             (a Delaware corporation)
             639 Loyola Avenue
             New Orleans, Louisiana 70113
             Telephone (504) 529-5262
             
1-10764      ENTERGY ARKANSAS, INC.                  71-0005900
             (an Arkansas corporation)
             425 West Capitol Avenue, 40th Floor
             Little Rock, Arkansas  72201
             Telephone (501) 377-4000
             
1-2703       ENTERGY GULF STATES, INC.               74-0662730
             (a Texas corporation)                   
             350 Pine Street                         
             Beaumont, Texas 77701                   
             Telephone (409) 838-6631                
             
1-9067       SYSTEM ENERGY RESOURCES, INC.           72-0752777
             (an Arkansas corporation)
             425 Echelon One
             1340 Echelon Parkway
             Jackson, Mississippi 39213
             Telephone (601) 368-5000
             
                                

Item 5.   Other Information
                                
          Entergy Corporation, Entergy Arkansas, Inc. and
          System Energy Resources, Inc.
                                
     On December 12, 1997, the Arkansas Public Service Commission
("APSC")  issued  an Order approving a proposal made  jointly  by
Entergy  Corporation's wholly-owned subsidiary, Entergy Arkansas,
Inc.  ("Entergy  Arkansas"),  and other  parties,  which  reduces
Entergy  Arkansas'  rates  and  provides  a  structure  for   the
transition  to  a more competitive retail electricity  market  in
Arkansas in the future.

      The  Order  provides for retail rate reductions by  Entergy
Arkansas  aggregating $160201 million in 1998 and 1999, including
approximately  $170  million  of  reductions  arising  from   the
elimination  of  cost deferrals associated with  the  Grand  Gulf
Nuclear Station ("Grand Gulf"), which will not affect net income.
The  rate  decrease  also includes $16.9  million  of  base  rate
reductions,  elimination  of nuclear performance  incentives  and
elimination  of two other small tariffs.  The rate  reduction  is
expected  to reduce Entergy Arkansas' net income by approximately
$22 million in 1998 and have no effect thereafter and to have  no
incremental effect thereafter.

      The Order fixes Entergy Arkansas' allowed rate of return on
equity at 11% per annum through June 2001, and provides that  any
excess earnings, as determined periodicallyannually pursuant to a
tariff  review,  will go into a Transition Cost  Account  ("TCA")
earmarked  for  payment of costs that may be  determined  in  the
future  to  be  stranded.  In 2000, the APSC  will  evaluate  the
balance  of  and  future funding level of the TCA  and  make  any
necessary revisions.  The Order also calls for the APSC  to  hold
conduct   a   generic  hearingproceedings  in  1998  to   develop
information  on  customer choice issues for the 1999  legislative
session.

      As  a part of the effort to avoid potential future stranded
costs,  the  APSC  Order  also endorses a commitment  by  Entergy
Arkansas  to  seek  approval from the Federal  Energy  Regulatory
Commission ("FERC") of tariffs that will accelerate the  recovery
by  System Energy Resources, Inc. ("SERI") of the costs of  Grand
GulfPlant  paid by Entergy Arkansas with revenues  from  Arkansas
ratepayers.   FERC will be asked to maintain the tariffs  charged
to  Entergy  Arkansas by SERI at 1998 levels and to  cancel  rate
reductions previously scheduled for 1999 in connection  with  the
ending  of certain rate deferrals.  The expected result would  be
an  additional  $165 million of payments by Entergy  Arkansas  to
SERI  during the 5.5 year period beginning January 1, 1999,  that
would  not otherwise be made.  This accelerated recovery of Grand
Gulf  costs  will  help mitigate potential future  stranded  cost
exposure of Entergy Arkansas.

     Entergy Corporation and Entergy Gulf States, Inc.

      The previously reported settlement (the "Cajun Settlement")
among  Entergy  Gulf  States, Inc. ("Entergy Gulf  States"),  the
Trustee  in  bankruptcy (the "Cajun Trustee") for Cajun  Electric
Power Cooperative, Inc. ("Cajun") and the Rural Utilities Service
("RUS"),  was substantially completed on December 23,  1997.   On
that  date,  Cajun's 30% undivided interest  in  the  River  Bend
Nuclear  Station ("River Bend") was transferred to  Entergy  Gulf
States   at  the  direction  of  the  RUS,  formerly  the   Rural
Electrification Administration.

      RUS directed the transfer of the 30% ownership interest  in
River Bend under provisions of the Cajun Settlement, with no cash
outlay  by Entergy Gulf States, after an unsuccessful attempt  to
sell  that  portion of the plant to a new owner.   In  connection
with  the  transfer on December 23, 1997, Cajun contributes  $132
million  to  a  trust fund for River Bend nuclear decommissioning
costs related to the 30 % interest.

      In  addition, Entergy Gulf States received from  the  Cajun
Trustee certain Cajun-owned electric transmission lines that were
located  between  segments of Entergy Gulf  States'  transmission
lines, thereby providing uninterrupted ownership to Entergy  Gulf
States  in  certain  areas.  With the  completion  of  the  Cajun
Settlement,  Cajun  also  will  qualify  to  receive  the   lower
transmission  rate  offered  through Entergy  Gulf  States'  open
access tariff.

      Also,  as  a  part of the Cajun Settlement on December  23,
1997,  Entergy Gulf States received back the funds  it  has  paid
over  the  past  three  years  into a  court-administered  escrow
account  in  connection  with disputes with  Cajun.   The  amount
received  was $102,298,508.  The escrow arrangements will  cease,
and  future payments will be made by Entergy Gulf States to Cajun
in  accordance  with the Joint Operating Agreement  between  them
with respect to their respective shares of the Big Cajun II, Unit
3 coal plant.

      Entergy  Gulf States, RUS and the Cajun Trustee  originally
entered into the Cajun Settlement in May 1996.  It provided  that
Entergy  Gulf  States would take ownership of  Cajun's  undivided
interest in River Bend if no buyer could be found and if the  RUS
did not wish to take title to the interest for itself.  The Cajun
Settlement was approved by the U.S. District Judge Frank Polozola
in  August  1996.   In accordance with the Cajun Settlement,  all
litigation  and  claims filed by Cajun and  Entergy  Gulf  States
against one another are ended.

     The remaining 70% interest in River Bend is already owned by
Entergy  Gulf States, which was an original owner of  the  plant.
The  Entergy Operations, Inc., subsidiary of Entergy Corporation,
operates   the  936-megawatt  unit  which  is  located   in   St.
Francisville, Louisiana.

      Entergy  Gulf  States' new share of  River  Bend  will  not
increase the retail rates for its approximately 600,000 customers
in South Louisiana and Southeast Texas.
                                

                                


                            SIGNATURE

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

                              ENTERGY CORPORATION
                              ENTERGY ARKANSAS, INC.
                              ENTERGY GULF STATES, INC.
                              SYSTEM ENERGY RESOURCES, INC.



                              By:    /s/ Louis E. Buck, Jr.
                                   Louis E. Buck, Jr.
                                   Vice President, Chief Accounting
                                   Officer and Assistant Secretary



Dated:  December 29, 1997