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) ~~September~~December 308, 2014

Commission File Number	Registrant, State of Incorporation, Address ofofPrincipal ~~Principal~~ Executive Offices, Telephone Number, ~~and~~andIRS ~~IRS~~ Employer Identification No.		~~Commission File Number~~	~~Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.~~
0-20371	ENTERGY GULF STATES LOUISIANA, L.L.C. (a Louisiana limited liability company) 446 North ~~Boulevard~~BoulevardBaton ~~Baton~~ Rouge, Louisiana ~~70802~~70802Telephone ~~Telephone~~ (800) 368-~~3749 74~~374974-0662730		~~1-32718~~	~~ENTERGY LOUISIANA, LLC (a Texas limited liability company) 446 North Boulevard Baton Rouge, LA 70802 Telephone (800) 368-374975-3206126~~

___________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

AsOn ~~previously~~December ~~reported~~8, ~~in June~~ 2014, Entergy ~~Louisiana, LLC (Entergy Louisiana) and Entergy~~ Gulf States Louisiana, L.L.C. (~~Entergy~~the ~~Gulf States Louisiana~~“Company”), ~~filed~~along ~~a business combination study~~ with ~~the~~Entergy ~~Louisiana~~Arkansas, ~~Public~~Inc. ~~Service~~and ~~Commission~~Entergy ~~(LPSC)~~Texas, ~~which~~Inc., ~~contained~~affiliates ~~a preliminary analysis~~ of the ~~potential~~Company ~~combination~~(the of“Other Entergy ~~Louisiana~~Purchasers”), ~~and~~entered ~~Entergy Gulf States Louisiana~~ into aan ~~single~~Asset ~~public~~Purchase ~~utility. Although~~Agreement ~~not~~(the a“Agreement”) ~~part~~with ofUnion ~~the~~Power ~~business combination~~Partners, ~~Entergy~~L.P. ~~Louisiana provided notice to the Council of the City of New Orleans~~ (~~City Council~~“UPP”) inand ~~June~~Entegra ~~2014~~TC ~~that~~LLC itfor ~~anticipates~~the itsale ~~will~~by ~~seek~~UPP ~~authorization~~and tothe ~~transfer~~purchase toby ~~Entergy~~the ~~New~~Company ~~Orleans,~~and ~~Inc.~~the ~~certain~~Other ~~assets that currently support~~ Entergy ~~Louisiana’s~~Purchasers ~~customers~~of ~~in Algiers. In~~ the ~~summer of 2014~~1,980 ~~technical~~megawatt ~~conferences~~(summer ~~and~~rating) ~~face-to-face~~power ~~meetings~~generation ~~occurred~~facility ~~with~~located ~~the~~near ~~LPSC~~El ~~staff~~Dorado, ~~and~~Arkansas ~~other~~known ~~stakeholders~~as tothe ~~discuss~~Union ~~potential~~Power ~~effects~~Station of (the ~~combination,~~“Facility”) ~~solicit suggestions~~ and ~~concerns,~~certain ~~and~~related ~~identify areas in which additional information might be needed~~assets.

OnPursuant ~~September~~to 30the Agreement, ~~2014~~the Company has agreed to acquire two of the Facility’s four 2x1 natural gas-fired, ~~Entergy~~combined-cycle ~~Louisiana~~gas turbine power blocks, each rated at 495 megawatts (summer rating), and ~~Entergy~~a ~~Gulf~~fifty ~~States~~percent ~~Louisiana~~(50%) ~~filed~~undivided anownership ~~application~~interest ~~with~~in certain assets related to the ~~LPSC~~Facility, ~~seeking~~and ~~authorization~~each of the Other Entergy Purchasers has agreed to ~~undertake~~acquire ~~the~~one ~~transactions~~of ~~which~~such ~~would~~power ~~result~~blocks and a twenty-five percent (25%) undivided ownership interest in such arelated ~~combination~~assets. The ofAgreement ~~Entergy~~contains ~~Louisiana~~certain Company rights and contingent obligations that, under certain circumstances, permit or require the Company to replace one or both of the Other Entergy ~~Gulf~~Purchasers ~~States~~as ~~Louisiana~~the ~~into~~purchaser aof ~~single~~one ~~public~~or ~~utility~~both of the other power blocks and related assets.

~~The~~Under ~~combination~~the Agreement, the Company is ~~subject~~obligated to ~~regulatory~~pay ~~review~~a ~~and~~base ~~approval~~purchase price of ~~the~~$476 ~~LPSC,~~million ~~the~~in ~~Federal~~cash ~~Energy~~at ~~Regulatory~~closing ~~Commission,~~for the ~~Nuclear~~two ~~Regulatory~~power ~~Commission~~blocks and, ifrelated ~~Entergy~~assets ~~Louisiana~~allocated ~~continues~~ to ~~own~~it ~~the~~for ~~assets~~purchase, ~~that~~subject ~~currently~~to ~~support~~certain ~~Entergy~~purchase ~~Louisiana’s~~price ~~customers~~adjustments set forth in ~~Algiers~~the atAgreement. In the ~~time~~event the ~~combination~~Company iswere ~~effected,~~to ~~the~~purchase ~~City~~one ~~Council. If~~or ~~such~~both ~~approvals~~of ~~are~~the ~~obtained,~~other ~~Entergy~~power ~~Louisiana~~blocks and ~~Entergy~~related ~~Gulf~~assets ~~States~~pursuant ~~Louisiana~~to ~~expect~~the rights and contingent obligations described above, the ~~combination~~Company ~~will~~would be ~~effected~~required into ~~the~~pay ~~second~~a ~~half~~base purchase price of ~~2015~~$237 million in cash at closing for each additional power block and related assets, subject to certain purchase price adjustments set forth in the Agreement.

ItThe Agreement contains certain customary representations, warranties and covenants by the parties thereto. Closing is ~~currently~~contingent ~~contemplated~~upon, ~~that~~among ~~Entergy~~other ~~Louisiana~~things, receipt of applicable federal and ~~Entergy~~state ~~Gulf~~regulatory ~~States~~approvals, ~~Louisiana~~including ~~will~~acceptable ~~undertake~~cost ~~multiple~~recovery, ~~steps~~the toexpiration ~~effectuate~~of the ~~combination~~waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, ~~which~~as ~~steps~~amended, ~~would~~and ~~include~~all four of the ~~following:~~Facility’s power blocks and certain related assets being purchased at the closing. Closing is currently targeted for late 2015. The parties are obligated, subject to certain limitations, to indemnify each other under the Agreement for losses resulting from breaches of representations and warranties, breaches of covenants, and certain excluded liabilities.

•The ~~Each~~foregoing description of ~~Entergy~~the ~~Louisiana~~Agreement ~~and~~does ~~Entergy~~not ~~Gulf~~purport ~~States~~to ~~Louisiana~~be ~~will~~complete ~~redeem~~and oris ~~repurchase~~qualified ~~all~~in ofits ~~their~~entirety ~~respective~~by ~~outstanding~~reference ~~preferred~~to ~~membership~~the ~~interests~~Agreement, (which ~~interests~~is ~~have~~filed aas ~~$100~~Exhibit ~~million~~10.1 ~~liquidation~~hereto ~~value in the case of Entergy Louisiana~~ and ~~$10~~is ~~million~~incorporated inherein ~~the~~by ~~case of Entergy Gulf States Louisiana)~~reference.

•Item ~~Entergy~~9.01 ~~Gulf~~Financial ~~States~~Statements ~~Louisiana~~and ~~will convert from a Louisiana limited liability company to a Texas limited liability company~~Exhibits.

~~• Under the Texas Business Organizations Code (TXBOC~~d), Entergy Louisiana will allocate substantially all of its assets to a new subsidiary (New Entergy Louisiana) and New Entergy Louisiana will assume all of the liabilities of Entergy Louisiana, in a transaction regarded as a merger under the TXBOCExhibits. ~~Entergy Louisiana will remain in existence and hold the membership interests in New Entergy Louisiana.~~

• Under the TXBOC, Entergy Gulf States Louisiana will allocate substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana will assume all of the liabilities of Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. Entergy Gulf States Louisiana will remain in existence and hold the membership interests in New Entergy Gulf States Louisiana.



Exhibit No.	Description
10.1	Asset Purchase Agreement, dated as of December 8, 2014, by and among Union Power Partners, L.P., Entegra TC LLC, Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., and Entergy Texas, Inc.^*

•* Schedules ~~Entergy~~and ~~Louisiana~~exhibits ~~and~~have ~~Entergy~~been ~~Gulf~~omitted ~~States~~pursuant ~~Louisiana~~to ~~will~~Item ~~contribute~~601(b)(2) ~~the~~of ~~membership~~Regulation ~~interests~~S-K. The inCompany ~~New~~will ~~Entergy~~furnish ~~Louisiana~~the omitted schedules and ~~New~~exhibits ~~Entergy~~to ~~Gulf~~the ~~States~~Securities ~~Louisiana~~and toExchange anCommission ~~affiliate~~upon request by the ~~common~~Commission.

membership interests of which will be owned by Entergy Louisiana, Entergy Gulf States Louisiana and Entergy Corporation.

• New Entergy Gulf States Louisiana will merge into New Entergy Louisiana with New Entergy Louisiana surviving the merger.

Upon the completion of the steps, New Entergy Louisiana will hold substantially all of the assets, and will have assumed all of the liabilities, of Entergy Louisiana and Entergy Gulf States Louisiana. Entergy Louisiana and Entergy Gulf States Louisiana may modify or supplement the steps to be taken to effect the combination.

SIGNATURE

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

Entergy Gulf States Louisiana, L.L.C.

Entergy Louisiana, LLC

By: /s/ Marcus V. Brown

Marcus V. Brown ~~Executive Vice President and General Counsel~~

~~Dated: September~~Executive ~~30,~~Vice ~~2014~~President and General Counsel

Dated: December 12, 2014

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