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 of earliest event reported):  June 26, 1997




                         ENTERGY LOUISIANA, INC.
          (Exact name of registrant as specified in its charter)


          Louisiana                0-8474                72-0245590
      (State or other            (Commission          (I.R.S. Employer
        jurisdiction             File Number)       Identification No.)
     of Incorporation)


             639 Loyola Avenue, New Orleans, Louisiana  70113
           (Address of principal executive offices)  (Zip Code)


    Registrant's telephone number, including area code (508) 576-4000


<PAGE>

     Item 5.   Other Events.
     
     
               Entergy Louisiana, Inc. (the "Registrant") is the
     lessee of three separate undivided interests in Unit 3 of the
     Waterford Steam Electric Generating Station under three separate,
     but substantially identical, long-term net leases.  The lessors
     under such leases (the "Lessors") acquired the undivided
     interests from the Registrant in three separate sale-leaseback
     transactions that occurred in 1989.  Approximately 87.7% of the
     aggregate consideration paid by the Lessors for their respective
     undivided interests was provided to the Lessors from the issuance
     of Waterford 3 Secured Lease Obligation Bonds (the "Initial
     Series Bonds") in 1989.
     
               In June 1997, the Registrant exercised its option to
     request the Lessors to refinance the outstanding Initial Series
     Bonds.  In connection with such refinancing, the Registrant
     entered into (i) an Underwriting Agreement, dated as of June 26,
     1997, with Morgan Stanley & Co. Incorporated, Citicorp
     Securities, Inc. and W3A Funding Corporation (a special purpose
     entity formed to facilitate the refinancing) relating to the
     offering and sale of $307,632,000 Waterford 3 Secured Lease
     Obligation Bonds, 8.09% Series due 2017 (the "New Bonds") and
     (ii) three separate Refunding Agreements, each dated as of June
     27, 1997, with W3A Funding Corporation, an equity investor as
     Owner Participant, the Lessors and Bankers Trust Company, as
     Indenture Trustee and Collateral Trust Trustee.  The proceeds of
     the New Bonds will be loaned to the Lessors, and will be used to
     redeem the outstanding Initial Series Bonds and to pay certain
     costs and expenses incurred in connection with the refinancing.
     
     
     Item 7.   Financial Statements and Exhibits
     
          (c)  Exhibits
     
               1.   Underwriting Agreement, dated as of June 26, 1997;
               2.   Refunding Agreement No. 1, dated as of June 27, 1997;
               3.   Refunding Agreement No. 2, dated as of June 27, 1997; and
               4.   Refunding Agreement No. 3, dated as of June 27, 1997.
                                
<PAGE>                                

                                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 thereunto duly
     authorized.
     
                                   ENTERGY LOUISIANA, INC.
     
     
     
                                      /s/ Louis E. Buck
                                        Louis E. Buck
                               Vice President and Chief Accounting Officer
     
     
     Dated:  July 14, 1997
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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 of earliest event reported):  June 26, 1997

                         ENTERGY LOUISIANA, INC.
          (Exact name of registrant as specified in its charter)

          Louisiana                0-8474                72-0245590
      (State or other            (Commission          (I.R.S. Employer
        jurisdiction             File Number)       Identification No.)
     of Incorporation)

             639 Loyola Avenue, New Orleans, Louisiana  70113
           (Address of principal executive offices)  (Zip Code)

    Registrant's telephone number, including area code (508) 576-4000
Item 5.   Other Events.
     
     
               Entergy Louisiana, Inc. (the "Registrant") is the
     lessee of three separate undivided interests in Unit 3 of the
     Waterford Steam Electric Generating Station under three separate,
     but substantially identical, long-term net leases.  The lessors
     under such leases (the "Lessors") acquired the undivided
     interests from the Registrant in three separate sale-leaseback
     transactions that occurred in 1989.  Approximately 87.7% of the
     aggregate consideration paid by the Lessors for their respective
     undivided interests was provided to the Lessors from the issuance
     of Waterford 3 Secured Lease Obligation Bonds (the "Initial
     Series Bonds") in 1989.
     
               In June 1997, the Registrant exercised its option to
     request the Lessors to refinance the outstanding Initial Series
     Bonds.  In connection with such refinancing, the Registrant
     entered into (i) an Underwriting Agreement, dated as of June 26,
     1997, with Morgan Stanley & Co. Incorporated, Citicorp
     Securities, Inc. and W3A Funding Corporation (a special purpose
     entity formed to facilitate the refinancing) relating to the
     offering and sale of $307,632,000 Waterford 3 Secured Lease
     Obligation Bonds, 8.09% Series due 2017 (the "New Bonds") and
     (ii) three separate Refunding Agreements, each dated as of June
     27, 1997, with W3A Funding Corporation, an equity investor as
     Owner Participant, the Lessors and Bankers Trust Company, as
     Indenture Trustee and Collateral Trust Trustee.  The proceeds of
     the New Bonds will be loaned to the Lessors, and will be used to
     redeem the outstanding Initial Series Bonds and to pay certain
     costs and expenses incurred in connection with the refinancing.
     
     
     Item 7.   Financial Statements and Exhibits
     
          (c)  Exhibits
     
               1.   Underwriting Agreement, dated as of June 26, 1997;
               2.   Refunding Agreement No. 1, dated as of June 27, 1997;
               3.   Refunding Agreement No. 2, dated as of June 27, 1997; and
               4.   Refunding Agreement No. 3, dated as of June 27, 1997.
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 thereunto duly
     authorized.
     
                                   ENTERGY LOUISIANA, INC.
     
     
     
                                      /s/ Louis E. Buck
                                        Louis E. Buck
                               Vice President and Chief Accounting Officer
     
     
     Dated:  July 14, 1997