As filed with the Securities and Exchange Commission on March 26, 1999
                                            Registration No. 333-
                                                                 
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                     _______________________
                                
                       ENTERGY CORPORATION
     (Exact name of Registrant as specified in its charter)
                                
                   Delaware                            72-1229752
         (State or other jurisdiction               (I.R.S. Employer
       of Incorporation or organization)         Identification Number)
                                                            
               639 Loyola Avenue                          70113
            New Orleans, Louisiana                     (Zip Code)
   (Address of principal executive offices)

                   1998 EQUITY OWNERSHIP PLAN
             OF ENTERGY CORPORATION AND SUBSIDIARIES
                    (Full title of the plan)
               ___________________________________
                                
           C. John Wilder                      Ann G. Roy, Esq.
      Executive Vice President                 Senior Counsel -
     and Chief Financial Officer           Corporate and Securities
         Entergy Corporation                Entergy Service, Inc.
          639 Loyola Avenue                   639 Loyola Avenue
    New Orleans, Louisiana 70113         New Orleans, Louisiana 70113
           (504) 576-3391                       (504) 576-5841

(Names, addresses and telephone numbers, including area code, of
                       agents for service)
                                
                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                
                                                  Proposed       Proposed           
                                                   Maximum       Maximum            
                                     Amount       Offering      Aggregate      Amount of
 Title of Securities                 to be        Price Per      Offering     Registration
 to be Registered                  Registered     Share (1)     Price (1)         Fee
 <S>                                 <C>          <C>          <C>             <C>
 Common Stock, $.01 par value        12,000,000   $29.0937     $349,124,400    $97,056.59
                                         Shares
</TABLE>
(1)  Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(h) and Rule 457(c) under
the Securities Act of 1933, on the basis of the average of the
high ($29.3125) and low ($28.8750) prices paid for a share of
Entergy Corporation Common Stock on March 23, 1999 as reported on
the New York Stock Exchange Composite Transactions Tape.

Pursuant to Rule 428 and the General Instructions for Form S-8,
the prospectus relating to this registration statement
constitutes a prospectus with respect to 1,423,015 shares of
Entergy Corporation Common Stock remaining unsold pursuant to
Entergy Corporation's Post Effective Amendment No. 4 on Form S-8
to Entergy Corporation's Registration Statement on Form S-4 (File
No. 33-54298) and the filing fee payable hereunder is limited to
the additional securities registered hereunder.  Pursuant to Rule
416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.

                         EXPLANTORY NOTE
                                
      This Registration Statement includes a Prospectus, prepared
in  accordance with the requirements of Form S-3, which, pursuant
to  General  Instruction  C  of Form S-8,  may  be  delivered  in
connection  with  the  offer and sale  by  certain  officers  and
directors of the Company who may be deemed to be "affiliates"  of
the  Company,  as  that term is defined in  Rule  405  under  the
Securities  Act  of 1933, as amended (the "Securities  Act"),  of
securities registered hereunder.
                                
                                
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
      The document(s) containing information specified in Part  I
of  this  Registration Statement on Form S-8  (the  "Registration
Statement") have been or will be sent or given to participants in
the  Plan  as  specified  in Rule 428(b)(1)  promulgated  by  the
Securities and Exchange Commission (the "Commission")  under  the
Securities  Act.  Such document(s) are not being filed  with  the
Commission  but constitute (along with documents incorporated  by
reference into this Registration Statement pursuant to Item 3  of
Part  II  hereof)  a  prospectus that meets the  requirements  of
Section 10(a) of the Securities Act.

<PAGE>
                                              RE-OFFER PROSPECTUS
                                                                 
                                                     
                                                     
                13,423,015 shares of Common Stock
                        ($.01 par value)
                                
                       ENTERGY CORPORATION
                        639 Loyola Avenue
                  New Orleans, Louisiana  70113
                         (504) 576-5262
                                
       The Selling Stockholders -
          o May periodically sell any or all of their shares
            of Common Stock up to 13,423,015 shares;
          o Will determine the number, the price and the
            terms when sold.
          o Will receive all proceeds from the sale.
       
       The Shares -
          o Have been acquired pursuant to the 1998 Equity
            Ownership Plan and the prior Equity Ownership Plan;
          o Are "control securities" as defined in Rule 144
            under the Securities Act;
          o May be offered and sold from time to time in any
            manner permitted by law.
       
       The Sales -
          o May be made through brokers or to dealers, who
            are expected to receive customary commissions or
            discounts.
                                
 The Common Stock is quoted on the New York Stock Exchange under
                        the symbol "ETR"
                       __________________
                                
This prospectus may be used only if accompanied by the prospectus
supplement for that offering.
You should read this prospectus and any supplement carefully
before you invest.
                       __________________
                                
Neither the SEC nor any state securities commission has approved
or disapproved of these shares or determined that this prospectus
is accurate or complete.  Any representation to the contrary is a
criminal offense.

                         March 26, 1999
     
<PAGE>
                        Table of Contents

     Where You Can Find More Information          2
     The Company                                  3
     Selling Stockholders                         4
     Plan of Distribution                         6
     Use of Proceeds                              7
     Experts and Counsel                          7
     Indemnification of Directors and Officers    8
                           __________

               WHERE YOU CAN FIND MORE INFORMATION

     We are required to file annual, quarterly and special
reports, proxy statements and other information with the SEC.
Our filings are available to the public over the Internet at the
SEC's home page located at (http://www.sec.gov) or you may read
and copy any document at the SEC Public Reference Rooms located
at:

                    450 Fifth Street, N.W.,
                    Room 1024,
                    Washington, D.C. 20549-1004;

                    CitiCorp Center
                    500 W. Madison Street
                    Suite 1400,
                    Chicago, Illinois 60661

                    7 World Trade Center
                    13th Floor
                    New York, New York 10048.

Please call the SEC at 1-800-732-0330 for more information about
the public reference rooms and requesting documents.

     The SEC allows us to "incorporate by reference" in this
prospectus the information we file with them, which means we can
refer you to important information without restating it in this
prospectus.  The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information.  We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act:

1.   Our Annual Report on Form 10-K for the year ended December
     31, 1998;


2.   "Description of Holdings Capital Stock" contained in our
     registration statement on Form S-4 filed in File No. 33-54298;
     and

3.   Post Effective Amendment No. 4 on Form S-8 to registration
     statement on Form S-4, filed in File No. 33-54298 (previously
     registering securities of the same class with respect to the
     Equity Ownership Plan).

     You may request a copy of any or all of these filings, free
of charge, by writing or telephoning us at the following address:

                    Mr. Christopher T. Screen
                    Assistant Secretary
                    Entergy Corporation
                    P. O. Box 61000
                    New Orleans, Louisiana 70161
                    (504) 576-4212

You may also direct your requests via e-mail to
cscreen@entergy.com.

     You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus
supplement.  We have not authorized anyone else to provide you
with different information.  We are not making an offer of the
shares in any state where the offer is not permitted.  You should
not assume that the information in this prospectus or any
supplement is accurate as of any other date than the date on the
front of those documents.

                             _______

                           THE COMPANY

We are a Delaware corporation and registered under the Public
Utility Holding Company Act of 1935.  We are a holding company
that, through its five domestic retail operating electric utility
subsidiaries, Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc. and Entergy
New Orleans, Inc., provides electric service to approximately 2.4
million customers in Arkansas, Louisiana, Mississippi, Tennessee
and Texas.  Through Entergy Power, Inc. and System Energy
Resources, Inc. we provide wholesale electricity to affiliated
companies and other utilities and market our energy expertise
worldwide.

                      SELLING STOCKHOLDERS

     This prospectus relates to the possible offer and sale of
shares acquired by the Selling Stockholders named below through
the exercise of the options granted under our 1998 Equity
Ownership Plan and any shares remaining unsold under Entergy's
previous equity ownership plan.  Each of the Selling Stockholders
is an employee of the Company or one of its subsidiaries.  Mr.
Leonard is also a member of our Board of Directors.  The
following table sets forth the names of such employees and
directors who may be Selling Stockholders from time to time,
along with the number of shares of Common Stock available that
they can acquire through the Plan and the number of shares
offered for sale hereby.  The address for each Selling
Stockholder is c/o Entergy Corporation, 639 Loyola Avenue, New
Orleans, LA 70113.  The number of shares offered for sale by such
individuals may be updated in supplements to this Prospectus,
which will be filed with the SEC in accordance with Rule 424(b)
under the Securities Act of 1933, as amended, as may be
necessary.
<TABLE>
<CAPTION>

                                                                       Shares Beneficially
                                         Shares      Shares Covered     Owned after this
      Selling Stockholders and        Beneficially       by this            Offering
        Principal Positions             Owned(1)      Prospectus(1)     Number(2)    Percent
                                                                                       
<S>                                          <C>              <C>          <C>             <C>
Michael B. Bemis                             64,307           42,500       41,807          *
 Executive Vice President-
 International Retail Operations

C. Gary Clary                                33,293           28,250       29,543          *
 Senior Vice President-Human
 Resources and Administration

Robert Cushman                               11,411           23,750        7,661          *
 Vice President-Mergers,
 Acquisitions and Project Finance

Joseph F. Domino                             10,561           16,500        9,061          *
 President and Chief Executive
 Officer-Entergy Gulf States, Inc.-
 Texas

Frank F. Gallaher                            73,540           77,500       28,540          *
 Group President and Chief Utility
 Operating Officer

Donald C. Hintz                              86,648          127,000       31,648          *
 President

Jerry D. Jackson                            100,755          131,911       48,844          *
 Executive Vice President;
 President and Chief Executive
 Officer-Entergy Gulf States, Inc.-
 Louisiana;
 President and Chief Executive
 Officer-Entergy Louisiana, Inc.

R. Drake Keith                               27,744           23,424       14,320          *
 President and Chief Executive
 Officer-Entergy Arkansas, Inc.

Nathan E. Langston                           12,221           21,500       10,721          *
 Vice President and Chief Accounting
 Officer

Wayne Leonard                                     0          220,000            0          *
 Chief Executive Officer and
 Director

Shahid J. Malik                              36,729           29,250       22,979          *
 Senior Vice President-Entergy
 Enterprises, Inc.

Jerry L. Maulden                             72,817           72,500       40,317          *
 Vice Chairman

Steven C. McNeal                              6,511            7,500        5,011          *
 Vice President and Treasurer

Donald E. Meiners                            30,021           26,250       18,771          *
 President and Chief Executive
 Officer - Entergy Mississippi, Inc.

Daniel F. Packer                              6,772           15,000        6,772          *
 President -Entergy New Orleans,
 Inc.

Michael G. Thompson                          42,532           44,500       22,532          *
 Senior Vice President, General
 Counsel and Secretary

C. John Wilder                                    0           70,000            0          *
 Executive Vice President and Chief
 Financial Officer

Jerry W. Yelverton                           15,584           55,250       18,834          *
 Executive Vice President and
 Chief Nuclear Officer;
 President and Chief Executive
 Officer-Entergy Operations, Inc.;
 President and Chief Executive
 Officer System Energy Resources,
 Inc.;

</TABLE>
(1)  This number includes the maximum number of shares which can
     be awarded under all of our benefit plans.  The actual number of
     shares may vary based upon each Selling Stockholder's level of
     achievement of certain performance goals.

(2)  This number assumes that the Selling Stockholders have
     neither acquired nor disposed of any additional shares.

*  Less than 1 percent.

     We may at any time and from time to time suspend,
permanently or temporarily, or otherwise prohibit any offering or
sale of shares pursuant to this Prospectus.  By virtue of the
registration of these shares under the Securities Act, and the
offering and sale of those shares hereby, the Selling
Stockholders will be deemed to have agreed with and represented
to us (1) that the number of shares of Common Stock represented
to be beneficially owned by the Selling Stockholders is correct,
(2) that after each of the Selling Stockholders receive notice
from us that we are suspending or prohibiting the offering or
sale of shares pursuant to this Prospectus, the Selling
Stockholders may not and will not use this Prospectus to offer or
sell any of their shares which remain unsold and will cease the
disposition of their Shares pursuant to the Registration
Statement until such time, if any, as we notify the Selling
Stockholders that such offers and sales may be restarted, and (3)
that any purchase or sale of shares by or for the account of the
Selling Stockholders will be effected in compliance with all
applicable federal and state securities laws, including the
Securities Act and the applicable rules and regulations made
thereunder.

     All expenses incurred in connection with the registration
under the Securities Act of shares will be paid by us, except for
any selling or other fees or expenses incurred by the Selling
Stockholders.

                      PLAN OF DISTRIBUTION

     The Selling Stockholders may sell shares pursuant to this
Prospectus from time to time in transactions (including one or
more brokerage transactions) on the New York Stock Exchange or in
one or more privately negotiated transactions.  The price of each
sale may be made at (1) the market price prevailing at the time
of the sale, (2) a price related to such prevailing market price,
(3) a negotiated price or (4) a fixed price.  We will not receive
any of the proceeds from the sale of these shares.
     
     These shares may be offered and sold from time to time in
any manner permitted by law.  The shares may be sold directly to
one or more purchasers.  The shares may also be sold to or
through underwriters, brokers, dealers or agents.  These
underwriters, brokers, dealers or agents may receive compensation
in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of shares for whom they
may act as agent or to whom they may sell as principal, or both.
     
     In order to comply with certain state securities laws, if
applicable, these shares will be sold only through registered or
licensed brokers or dealers.
     
     Under applicable rules and regulations under the Exchange
Act of 1934, as amended, any person engaged in a distribution of
these shares may not simultaneously engage in certain activities
with respect to such shares prior to the commencement of such
distribution.  In addition to, and without limiting the
foregoing, each of the Selling Stockholders and any other person
participating in a distribution will be subject to the applicable
provisions of the Exchange Act.
     
                         USE OF PROCEEDS

     We are not able to predict when, if ever, any or all of
these shares will be offered or sold.  Therefore, we can not
estimate the net proceeds from the sale of these shares.  We will
not receive any of the proceeds from such sale.
                                
                       EXPERTS AND COUNSEL

     We have relied upon the reports of PricewaterhouseCoopers
LLP, independent accountants, given in their capacity as experts
in accounting and auditing as the basis for incorporating by
reference into this Prospectus (1) our consolidated balance
sheets as of December 31, 1998 and 1997 and (2) our consolidated
statements of income and comprehensive income, retained earnings
and paid-in-capital, and cash flows for each of the three years
in the period ended December 31, 1998 and the related financial
statement schedules from our Annual Report on Form 10-K.

     No expert named in the Registration Statement as having
prepared or certified any part thereof or our counsel named as
having given an opinion on the validity of the securities
registered or other legal matters in connection with the
registration or offering of such securities was employed for such
purpose on a contingent basis.  No expert or counsel had or is to
receive a substantial direct or indirect interest in us or any of
our subsidiaries in connection with the offering.  No expert or
counsel was connected to us or our subsidiaries as a promoter,
underwriter, voting trustee, director, officer or employee.

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Certificate of Incorporation and Bylaws provide for
indemnification of our officers and directors, among other
things, in instances in which they acted in good faith and in a
manner they reasonably believed to be in, and not opposed, to the
best interests of Entergy and its subsidiaries and in which, with
respect to criminal proceedings, they had no reasonable cause to
believe their conduct was unlawful.  There is no limit regarding
their liability for breaches of (1) duty, (2) loyalty, (3) acts
or omissions not in good faith or involving intentional
misconduct or knowing violation of the law, (4) the unlawful
purchase or redemption of stock or payment of unlawful dividends
or (5) the receipt of improper personal benefits.  We may also
indemnify employees and others at the discretion of our Board of
Directors.  Such indemnification must be authorized by our Board
of Directors.  The indemnification provisions of the Delaware
General Corporation Law ("DGCL") make mandatory the
indemnification of a director or officer to the extent that the
director or officer has been "successful on the merits or
otherwise," thus possibly requiring indemnification of
settlements in certain instances.  The DGCL also provides that a
director or officer may be indemnified by the corporation for
expenses of a derivative suit even if such director or officer is
not successful on the merits, provided such director or officer
acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation, subject,
in the case of an adverse judgment, to court approval.

     Article X of our Bylaws require that the we provide
indemnification for our directors and officers to the fullest
extent allowable under Delaware law.  This may include
indemnification against liabilities under the Securities Act of
1933, and may limit the liability of directors and officers to us
or our shareholders, unless the director or officer fail to meet
the prescribed standard of conduct.

     We have insurance covering expenditures that might arise in
connection with our lawful indemnification of our directors and
officers for certain liabilities and expenses.  Our directors and
officers also have the benefit of insurance against certain other
liabilities and expenses.
                           __________
                                

                                
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED   Not applicable

ITEM 8.  EXHIBITS

     4.1  Certificate   of   Incorporation   of   Entergy
          Corporation  (included as Exhibit  A-1(a)  to  Rule  24
          Certificate in File No. 70-8509).

     4.2  Bylaws of Entergy Corporation.

     5    Legality  Opinion  of Ann G.  Roy,  Esq.,  Senior
          Counsel, Entergy Services, Inc.

     10   1998 Equity Ownership Plan of Entergy Corporation
          and  Subsidiaries (filed with the Proxy Statement dated
          March 30, 1998).

     23   Consents of experts and counsel:
            - Consent of PricewaterhouseCoopers LLP
            - Consent of Ann G. Roy, Esq. (included in Exhibit
              5 filed herewith)

     24   Power of Attorney (included on the signature page herein).
     
ITEM 9.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  Registration
Statement:  (i)  to  include any prospectus required  by  section
10(a)(3)  of the Securities Act of 1933; (ii) to reflect  in  the
prospectus  any facts or events arising after the effective  date
of  the Registration Statement (or the most recent post-effective
amendment  thereof)  which, individually  or  in  the  aggregate,
represent  a fundamental change in the information set  forth  in
the   Registration  Statement;  (iii)  to  include  any  material
information  with  respect  to  the  plan  of  distribution   not
previously  disclosed  in  the  Registration  Statement  or   any
material   change   to  such  information  in  the   Registration
Statement; provided, however, that (i) and (ii) do not  apply  if
the  Registration Statement is on Form S-3 or Form S-8,  and  the
information required to be included in a post-effective amendment
is contained in periodic reports filed by the registrant pursuant
to  section  13 or section 15(d) of the Securities  Exchange  Act
that are incorporated by reference in the Registration Statement.

      (2)   That,  for the purpose of determining  any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)   To  remove  from registration by  means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

      (4)   That, for purposes of determining any liability under
the  Securities  Act  of 1933, each filing  of  the  registrant's
annual  report pursuant to section 13(a) or section 15(d) of  the
Securities Exchange Act (and, where applicable, each filing of an
employee  benefit plan's annual report pursuant to section  15(d)
of the Securities Exchange Act) that is incorporated by reference
in  the  Registration  Statement shall be  deemed  to  be  a  new
registration   statement  relating  to  the  securities   offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

      (5)   Insofar  as  indemnification for liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers   and   controlling  persons  of  the  registrant,   the
registrant has been advised that in the opinion of the  SEC  such
indemnification is against public policy as expressed in said Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the  payment
by  the  registrant of expenses incurred or paid by  a  director,
officer or controlling person of the registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether  such indemnification by it is  against  public
policy as expressed in said Act and will be governed by the final
adjudication of such issue.


<PAGE>

                        POWER OF ATTORNEY

          Each director and officer of the issuer whose signature
appears  below  hereby  appoints Nathan  E.  Langston,  Jerry  D.
Jackson,  and  Ann  G. Roy, and each of them  severally,  as  his
attorney-in-fact to sign in his name and behalf, in any  and  all
capacities stated below, and to file with the Securities Exchange
Commission,  any  and  all  amendments, including  post-effective
amendments, to this Registration Statement and the issuer  hereby
also  appoints Nathan E. Langston, Jerry D. Jackson, and  Ann  G.
Roy,  and  each  of them severally, as its attorney-in-fact  with
like  authority to sign and file such amendments in its name  and
behalf.
                                
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City of New Orleans, State of Louisiana, on the 4th  day  of
March, 1999.

                             ENTERGY CORPORATION
                             
                             
                             By:   /s/ C. John Wilder
                                         C. John Wilder
                                    Executive Vice President
                                  and Chief Financial Officer

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

         Name                      Title                      Date
                                                                
                                                                
/s/ Robert v.d. Luft       Chairman of the Board        February 26, 1999
Robert v.d. Luft                                                
                                                                
                                                                
/s/ Wayne Leonard               Director and            February 26, 1999
Wayne Leonard             Chief Executive Officer               
                                                                
                                                                
/s/ C. John Wilder        Executive Vice President      February 25, 1999
C. John Wilder          and Chief Financial Officer             
                                                                
                                                                
/s/ Nathan E. Langston       Vice President and         February 25, 1999
Nathan E. Langston        Chief Accounting Officer  


<PAGE>
                                                                 
/s/ W. Frank Blount                   Director             March 4, 1999
W. Frank Blount                                                  
                                                                 
                                                                 
/s/ John A. Cooper                    Director             March 1, 1999
John A. Cooper, Jr.                                              
                                                                 
                                                                 
/s/ George W. Davis                   Director           February 26, 1999
George W. Davis                                                  
                                                                 
                                                                 
/s/ Norman C. Francis                 Director           February 26, 1999
Norman C. Francis                                                
                                                                 
                                                                 
/s/ Kinnaird R. McKee                 Director           February 25, 1999
Kinnaird R. McKee                                                
                                                                 
                                                                 
/s/ Paul W. Murrill                   Director           February 26, 1999
Paul W. Murrill                                                  
                                                                 
                                                                 
/s/ James R. Nichols                  Director             March 1, 1999
James R. Nichols                                                 
                                                                 
                                                                 
/s/ Eugene H. Owen                    Director             March 4, 1999
Eugene H. Owen                                                   
                                                                 
                                                                 
/s/ John N. Palmer, Sr.               Director             March 1, 1999
John N. Palmer, Sr.                                              
                                                                 
                                                                 
/s/ Robert D. Pugh                    Director           February 26, 1999
Robert D. Pugh                                                   
                                                                 
                                                                 
/s/ Wm. Clifford Smith                Director           February 26, 1999
Wm. Clifford Smith                                               
                                                                 
                                                                 
/s/ Bismark A. Steinhagen             Director           February 25, 1999
Bismark A. Steinhagen
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As filed with the Securities and Exchange Commission on March 26, 1999
                                            Registration No. 333-
                                                                 
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                     _______________________
                                
                       ENTERGY CORPORATION
     (Exact name of Registrant as specified in its charter)
                                
                   Delaware                            72-1229752
         (State or other jurisdiction               (I.R.S. Employer
       of Incorporation or organization)         Identification Number)
                                                            
               639 Loyola Avenue                          70113
            New Orleans, Louisiana                     (Zip Code)
   (Address of principal executive offices)

                   1998 EQUITY OWNERSHIP PLAN
             OF ENTERGY CORPORATION AND SUBSIDIARIES
                    (Full title of the plan)
               ___________________________________
                                
           C. John Wilder                      Ann G. Roy, Esq.
      Executive Vice President                 Senior Counsel -
     and Chief Financial Officer           Corporate and Securities
         Entergy Corporation                Entergy Service, Inc.
          639 Loyola Avenue                   639 Loyola Avenue
    New Orleans, Louisiana 70113         New Orleans, Louisiana 70113
           (504) 576-3391                       (504) 576-5841

(Names, addresses and telephone numbers, including area code, of
                       agents for service)
                                
                 CALCULATION OF REGISTRATION FEE
Proposed       Proposed           
                                                   Maximum       Maximum            
                                     Amount       Offering      Aggregate      Amount of
 Title of Securities                 to be        Price Per      Offering     Registration
 to be Registered                  Registered     Share (1)     Price (1)         Fee
Common Stock, $.01 par value        12,000,000   $29.0937     $349,124,400    $97,056.59
                                         Shares
(1)  Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(h) and Rule 457(c) under
the Securities Act of 1933, on the basis of the average of the
high ($29.3125) and low ($28.8750) prices paid for a share of
Entergy Corporation Common Stock on March 23, 1999 as reported on
the New York Stock Exchange Composite Transactions Tape.

Pursuant to Rule 428 and the General Instructions for Form S-8,
the prospectus relating to this registration statement
constitutes a prospectus with respect to 1,423,015 shares of
Entergy Corporation Common Stock remaining unsold pursuant to
Entergy Corporation's Post Effective Amendment No. 4 on Form S-8
to Entergy Corporation's Registration Statement on Form S-4 (File
No. 33-54298) and the filing fee payable hereunder is limited to
the additional securities registered hereunder.  Pursuant to Rule
416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.

                         EXPLANTORY NOTE
                                
      This Registration Statement includes a Prospectus, prepared
in  accordance with the requirements of Form S-3, which, pursuant
to  General  Instruction  C  of Form S-8,  may  be  delivered  in
connection  with  the  offer and sale  by  certain  officers  and
directors of the Company who may be deemed to be "affiliates"  of
the  Company,  as  that term is defined in  Rule  405  under  the
Securities  Act  of 1933, as amended (the "Securities  Act"),  of
securities registered hereunder.
                                
                                
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
      The document(s) containing information specified in Part  I
of  this  Registration Statement on Form S-8  (the  "Registration
Statement") have been or will be sent or given to participants in
the  Plan  as  specified  in Rule 428(b)(1)  promulgated  by  the
Securities and Exchange Commission (the "Commission")  under  the
Securities  Act.  Such document(s) are not being filed  with  the
Commission  but constitute (along with documents incorporated  by
reference into this Registration Statement pursuant to Item 3  of
Part  II  hereof)  a  prospectus that meets the  requirements  of
Section 10(a) of the Securities Act.
RE-OFFER PROSPECTUS
                                                                 
                                                     
                                                     
                13,423,015 shares of Common Stock
                        ($.01 par value)
                                
                       ENTERGY CORPORATION
                        639 Loyola Avenue
                  New Orleans, Louisiana  70113
                         (504) 576-5262
                                
       The Selling Stockholders -
          o May periodically sell any or all of their shares
            of Common Stock up to 13,423,015 shares;
          o Will determine the number, the price and the
            terms when sold.
          o Will receive all proceeds from the sale.
       
       The Shares -
          o Have been acquired pursuant to the 1998 Equity
            Ownership Plan and the prior Equity Ownership Plan;
          o Are "control securities" as defined in Rule 144
            under the Securities Act;
          o May be offered and sold from time to time in any
            manner permitted by law.
       
       The Sales -
          o May be made through brokers or to dealers, who
            are expected to receive customary commissions or
            discounts.
                                
 The Common Stock is quoted on the New York Stock Exchange under
                        the symbol "ETR"
                       __________________
                                
This prospectus may be used only if accompanied by the prospectus
supplement for that offering.
You should read this prospectus and any supplement carefully
before you invest.
                       __________________
                                
Neither the SEC nor any state securities commission has approved
or disapproved of these shares or determined that this prospectus
is accurate or complete.  Any representation to the contrary is a
criminal offense.

                         March 26, 1999
Table of Contents

     Where You Can Find More Information          2
     The Company                                  3
     Selling Stockholders                         4
     Plan of Distribution                         6
     Use of Proceeds                              7
     Experts and Counsel                          7
     Indemnification of Directors and Officers    8
                           __________

               WHERE YOU CAN FIND MORE INFORMATION

     We are required to file annual, quarterly and special
reports, proxy statements and other information with the SEC.
Our filings are available to the public over the Internet at the
SEC's home page located at (http://www.sec.gov) or you may read
and copy any document at the SEC Public Reference Rooms located
at:

                    450 Fifth Street, N.W.,
                    Room 1024,
                    Washington, D.C. 20549-1004;

                    CitiCorp Center
                    500 W. Madison Street
                    Suite 1400,
                    Chicago, Illinois 60661

                    7 World Trade Center
                    13th Floor
                    New York, New York 10048.

Please call the SEC at 1-800-732-0330 for more information about
the public reference rooms and requesting documents.

     The SEC allows us to "incorporate by reference" in this
prospectus the information we file with them, which means we can
refer you to important information without restating it in this
prospectus.  The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information.  We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act:

1.   Our Annual Report on Form 10-K for the year ended December
     31, 1998;

2.   "Description of Holdings Capital Stock" contained in our
     registration statement on Form S-4 filed in File No. 33-54298;
     and

3.   Post Effective Amendment No. 4 on Form S-8 to registration
     statement on Form S-4, filed in File No. 33-54298 (previously
     registering securities of the same class with respect to the
     Equity Ownership Plan).

     You may request a copy of any or all of these filings, free
of charge, by writing or telephoning us at the following address:

                    Mr. Christopher T. Screen
                    Assistant Secretary
                    Entergy Corporation
                    P. O. Box 61000
                    New Orleans, Louisiana 70161
                    (504) 576-4212

You may also direct your requests via e-mail to
cscreen@entergy.com.

     You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus
supplement.  We have not authorized anyone else to provide you
with different information.  We are not making an offer of the
shares in any state where the offer is not permitted.  You should
not assume that the information in this prospectus or any
supplement is accurate as of any other date than the date on the
front of those documents.

                             _______

                           THE COMPANY

We are a Delaware corporation and registered under the Public
Utility Holding Company Act of 1935.  We are a holding company
that, through its five domestic retail operating electric utility
subsidiaries, Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc. and Entergy
New Orleans, Inc., provides electric service to approximately 2.4
million customers in Arkansas, Louisiana, Mississippi, Tennessee
and Texas.  Through Entergy Power, Inc. and System Energy
Resources, Inc. we provide wholesale electricity to affiliated
companies and other utilities and market our energy expertise
worldwide.

                      SELLING STOCKHOLDERS

     This prospectus relates to the possible offer and sale of
shares acquired by the Selling Stockholders named below through
the exercise of the options granted under our 1998 Equity
Ownership Plan and any shares remaining unsold under Entergy's
previous equity ownership plan.  Each of the Selling Stockholders
is an employee of the Company or one of its subsidiaries.  Mr.
Leonard is also a member of our Board of Directors.  The
following table sets forth the names of such employees and
directors who may be Selling Stockholders from time to time,
along with the number of shares of Common Stock available that
they can acquire through the Plan and the number of shares
offered for sale hereby.  The address for each Selling
Stockholder is c/o Entergy Corporation, 639 Loyola Avenue, New
Orleans, LA 70113.  The number of shares offered for sale by such
individuals may be updated in supplements to this Prospectus,
which will be filed with the SEC in accordance with Rule 424(b)
under the Securities Act of 1933, as amended, as may be
necessary.
Shares Beneficially
                                         Shares      Shares Covered     Owned after this
      Selling Stockholders and        Beneficially       by this            Offering
        Principal Positions             Owned(1)      Prospectus(1)     Number(2)    Percent
Michael B. Bemis                             64,307           42,500       41,807          *
 Executive Vice President-
 International Retail Operations

C. Gary Clary                                33,293           28,250       29,543          *
 Senior Vice President-Human
 Resources and Administration

Robert Cushman                               11,411           23,750        7,661          *
 Vice President-Mergers,
 Acquisitions and Project Finance

Joseph F. Domino                             10,561           16,500        9,061          *
 President and Chief Executive
 Officer-Entergy Gulf States, Inc.-
 Texas

Frank F. Gallaher                            73,540           77,500       28,540          *
 Group President and Chief Utility
 Operating Officer

Donald C. Hintz                              86,648          127,000       31,648          *
 President

Jerry D. Jackson                            100,755          131,911       48,844          *
 Executive Vice President;
 President and Chief Executive
 Officer-Entergy Gulf States, Inc.-
 Louisiana;
 President and Chief Executive
 Officer-Entergy Louisiana, Inc.

R. Drake Keith                               27,744           23,424       14,320          *
 President and Chief Executive
 Officer-Entergy Arkansas, Inc.

Nathan E. Langston                           12,221           21,500       10,721          *
 Vice President and Chief Accounting
 Officer

Wayne Leonard                                     0          220,000            0          *
 Chief Executive Officer and
 Director

Shahid J. Malik                              36,729           29,250       22,979          *
 Senior Vice President-Entergy
 Enterprises, Inc.

Jerry L. Maulden                             72,817           72,500       40,317          *
 Vice Chairman

Steven C. McNeal                              6,511            7,500        5,011          *
 Vice President and Treasurer

Donald E. Meiners                            30,021           26,250       18,771          *
 President and Chief Executive
 Officer - Entergy Mississippi, Inc.

Daniel F. Packer                              6,772           15,000        6,772          *
 President -Entergy New Orleans,
 Inc.

Michael G. Thompson                          42,532           44,500       22,532          *
 Senior Vice President, General
 Counsel and Secretary

C. John Wilder                                    0           70,000            0          *
 Executive Vice President and Chief
 Financial Officer

Jerry W. Yelverton                           15,584           55,250       18,834          *
 Executive Vice President and
 Chief Nuclear Officer;
 President and Chief Executive
 Officer-Entergy Operations, Inc.;
 President and Chief Executive
 Officer System Energy Resources,
 Inc.;
(1)  This number includes the maximum number of shares which can
     be awarded under all of our benefit plans.  The actual number of
     shares may vary based upon each Selling Stockholder's level of
     achievement of certain performance goals.

(2)  This number assumes that the Selling Stockholders have
     neither acquired nor disposed of any additional shares.

*  Less than 1 percent.

     We may at any time and from time to time suspend,
permanently or temporarily, or otherwise prohibit any offering or
sale of shares pursuant to this Prospectus.  By virtue of the
registration of these shares under the Securities Act, and the
offering and sale of those shares hereby, the Selling
Stockholders will be deemed to have agreed with and represented
to us (1) that the number of shares of Common Stock represented
to be beneficially owned by the Selling Stockholders is correct,
(2) that after each of the Selling Stockholders receive notice
from us that we are suspending or prohibiting the offering or
sale of shares pursuant to this Prospectus, the Selling
Stockholders may not and will not use this Prospectus to offer or
sell any of their shares which remain unsold and will cease the
disposition of their Shares pursuant to the Registration
Statement until such time, if any, as we notify the Selling
Stockholders that such offers and sales may be restarted, and (3)
that any purchase or sale of shares by or for the account of the
Selling Stockholders will be effected in compliance with all
applicable federal and state securities laws, including the
Securities Act and the applicable rules and regulations made
thereunder.

     All expenses incurred in connection with the registration
under the Securities Act of shares will be paid by us, except for
any selling or other fees or expenses incurred by the Selling
Stockholders.

                      PLAN OF DISTRIBUTION

     The Selling Stockholders may sell shares pursuant to this
Prospectus from time to time in transactions (including one or
more brokerage transactions) on the New York Stock Exchange or in
one or more privately negotiated transactions.  The price of each
sale may be made at (1) the market price prevailing at the time
of the sale, (2) a price related to such prevailing market price,
(3) a negotiated price or (4) a fixed price.  We will not receive
any of the proceeds from the sale of these shares.
     
     These shares may be offered and sold from time to time in
any manner permitted by law.  The shares may be sold directly to
one or more purchasers.  The shares may also be sold to or
through underwriters, brokers, dealers or agents.  These
underwriters, brokers, dealers or agents may receive compensation
in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of shares for whom they
may act as agent or to whom they may sell as principal, or both.
     
     In order to comply with certain state securities laws, if
applicable, these shares will be sold only through registered or
licensed brokers or dealers.
     
     Under applicable rules and regulations under the Exchange
Act of 1934, as amended, any person engaged in a distribution of
these shares may not simultaneously engage in certain activities
with respect to such shares prior to the commencement of such
distribution.  In addition to, and without limiting the
foregoing, each of the Selling Stockholders and any other person
participating in a distribution will be subject to the applicable
provisions of the Exchange Act.
     
                         USE OF PROCEEDS

     We are not able to predict when, if ever, any or all of
these shares will be offered or sold.  Therefore, we can not
estimate the net proceeds from the sale of these shares.  We will
not receive any of the proceeds from such sale.
                                
                       EXPERTS AND COUNSEL

     We have relied upon the reports of PricewaterhouseCoopers
LLP, independent accountants, given in their capacity as experts
in accounting and auditing as the basis for incorporating by
reference into this Prospectus (1) our consolidated balance
sheets as of December 31, 1998 and 1997 and (2) our consolidated
statements of income and comprehensive income, retained earnings
and paid-in-capital, and cash flows for each of the three years
in the period ended December 31, 1998 and the related financial
statement schedules from our Annual Report on Form 10-K.

     No expert named in the Registration Statement as having
prepared or certified any part thereof or our counsel named as
having given an opinion on the validity of the securities
registered or other legal matters in connection with the
registration or offering of such securities was employed for such
purpose on a contingent basis.  No expert or counsel had or is to
receive a substantial direct or indirect interest in us or any of
our subsidiaries in connection with the offering.  No expert or
counsel was connected to us or our subsidiaries as a promoter,
underwriter, voting trustee, director, officer or employee.

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Certificate of Incorporation and Bylaws provide for
indemnification of our officers and directors, among other
things, in instances in which they acted in good faith and in a
manner they reasonably believed to be in, and not opposed, to the
best interests of Entergy and its subsidiaries and in which, with
respect to criminal proceedings, they had no reasonable cause to
believe their conduct was unlawful.  There is no limit regarding
their liability for breaches of (1) duty, (2) loyalty, (3) acts
or omissions not in good faith or involving intentional
misconduct or knowing violation of the law, (4) the unlawful
purchase or redemption of stock or payment of unlawful dividends
or (5) the receipt of improper personal benefits.  We may also
indemnify employees and others at the discretion of our Board of
Directors.  Such indemnification must be authorized by our Board
of Directors.  The indemnification provisions of the Delaware
General Corporation Law ("DGCL") make mandatory the
indemnification of a director or officer to the extent that the
director or officer has been "successful on the merits or
otherwise," thus possibly requiring indemnification of
settlements in certain instances.  The DGCL also provides that a
director or officer may be indemnified by the corporation for
expenses of a derivative suit even if such director or officer is
not successful on the merits, provided such director or officer
acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation, subject,
in the case of an adverse judgment, to court approval.

     Article X of our Bylaws require that the we provide
indemnification for our directors and officers to the fullest
extent allowable under Delaware law.  This may include
indemnification against liabilities under the Securities Act of
1933, and may limit the liability of directors and officers to us
or our shareholders, unless the director or officer fail to meet
the prescribed standard of conduct.

     We have insurance covering expenditures that might arise in
connection with our lawful indemnification of our directors and
officers for certain liabilities and expenses.  Our directors and
officers also have the benefit of insurance against certain other
liabilities and expenses.
                           __________
                                

                                
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED   Not applicable

ITEM 8.  EXHIBITS

     4.1  Certificate   of   Incorporation   of   Entergy
          Corporation  (included as Exhibit  A-1(a)  to  Rule  24
          Certificate in File No. 70-8509).

     4.2  Bylaws of Entergy Corporation.

     5    Legality  Opinion  of Ann G.  Roy,  Esq.,  Senior
          Counsel, Entergy Services, Inc.

     10   1998 Equity Ownership Plan of Entergy Corporation
          and  Subsidiaries (filed with the Proxy Statement dated
          March 30, 1998).

     23   Consents of experts and counsel:
            - Consent of PricewaterhouseCoopers LLP
            - Consent of Ann G. Roy, Esq. (included in Exhibit
              5 filed herewith)

     24   Power of Attorney (included on the signature page herein).
     
ITEM 9.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  Registration
Statement:  (i)  to  include any prospectus required  by  section
10(a)(3)  of the Securities Act of 1933; (ii) to reflect  in  the
prospectus  any facts or events arising after the effective  date
of  the Registration Statement (or the most recent post-effective
amendment  thereof)  which, individually  or  in  the  aggregate,
represent  a fundamental change in the information set  forth  in
the   Registration  Statement;  (iii)  to  include  any  material
information  with  respect  to  the  plan  of  distribution   not
previously  disclosed  in  the  Registration  Statement  or   any
material   change   to  such  information  in  the   Registration
Statement; provided, however, that (i) and (ii) do not  apply  if
the  Registration Statement is on Form S-3 or Form S-8,  and  the
information required to be included in a post-effective amendment
is contained in periodic reports filed by the registrant pursuant
to  section  13 or section 15(d) of the Securities  Exchange  Act
that are incorporated by reference in the Registration Statement.

      (2)   That,  for the purpose of determining  any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)   To  remove  from registration by  means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

      (4)   That, for purposes of determining any liability under
the  Securities  Act  of 1933, each filing  of  the  registrant's
annual  report pursuant to section 13(a) or section 15(d) of  the
Securities Exchange Act (and, where applicable, each filing of an
employee  benefit plan's annual report pursuant to section  15(d)
of the Securities Exchange Act) that is incorporated by reference
in  the  Registration  Statement shall be  deemed  to  be  a  new
registration   statement  relating  to  the  securities   offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

      (5)   Insofar  as  indemnification for liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers   and   controlling  persons  of  the  registrant,   the
registrant has been advised that in the opinion of the  SEC  such
indemnification is against public policy as expressed in said Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the  payment
by  the  registrant of expenses incurred or paid by  a  director,
officer or controlling person of the registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether  such indemnification by it is  against  public
policy as expressed in said Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY

          Each director and officer of the issuer whose signature
appears  below  hereby  appoints Nathan  E.  Langston,  Jerry  D.
Jackson,  and  Ann  G. Roy, and each of them  severally,  as  his
attorney-in-fact to sign in his name and behalf, in any  and  all
capacities stated below, and to file with the Securities Exchange
Commission,  any  and  all  amendments, including  post-effective
amendments, to this Registration Statement and the issuer  hereby
also  appoints Nathan E. Langston, Jerry D. Jackson, and  Ann  G.
Roy,  and  each  of them severally, as its attorney-in-fact  with
like  authority to sign and file such amendments in its name  and
behalf.
                                
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City of New Orleans, State of Louisiana, on the 4th  day  of
March, 1999.

                             ENTERGY CORPORATION
                             
                             
                             By:   /s/ C. John Wilder
                                         C. John Wilder
                                    Executive Vice President
                                  and Chief Financial Officer

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

         Name                      Title                      Date
                                                                
                                                                
/s/ Robert v.d. Luft       Chairman of the Board        February 26, 1999
Robert v.d. Luft                                                
                                                                
                                                                
/s/ Wayne Leonard               Director and            February 26, 1999
Wayne Leonard             Chief Executive Officer               
                                                                
                                                                
/s/ C. John Wilder        Executive Vice President      February 25, 1999
C. John Wilder          and Chief Financial Officer             
                                                                
                                                                
/s/ Nathan E. Langston       Vice President and         February 25, 1999
Nathan E. Langston        Chief Accounting Officer
/s/ W. Frank Blount                   Director             March 4, 1999
W. Frank Blount                                                  
                                                                 
                                                                 
/s/ John A. Cooper                    Director             March 1, 1999
John A. Cooper, Jr.                                              
                                                                 
                                                                 
/s/ George W. Davis                   Director           February 26, 1999
George W. Davis                                                  
                                                                 
                                                                 
/s/ Norman C. Francis                 Director           February 26, 1999
Norman C. Francis                                                
                                                                 
                                                                 
/s/ Kinnaird R. McKee                 Director           February 25, 1999
Kinnaird R. McKee                                                
                                                                 
                                                                 
/s/ Paul W. Murrill                   Director           February 26, 1999
Paul W. Murrill                                                  
                                                                 
                                                                 
/s/ James R. Nichols                  Director             March 1, 1999
James R. Nichols                                                 
                                                                 
                                                                 
/s/ Eugene H. Owen                    Director             March 4, 1999
Eugene H. Owen                                                   
                                                                 
                                                                 
/s/ John N. Palmer, Sr.               Director             March 1, 1999
John N. Palmer, Sr.                                              
                                                                 
                                                                 
/s/ Robert D. Pugh                    Director           February 26, 1999
Robert D. Pugh                                                   
                                                                 
                                                                 
/s/ Wm. Clifford Smith                Director           February 26, 1999
Wm. Clifford Smith                                               
                                                                 
                                                                 
/s/ Bismark A. Steinhagen             Director           February 25, 1999
Bismark A. Steinhagen