Amended Application or Declaration Under the Act


 
File No. 70-8529

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM U-1

Amendment No. 1
to
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

Entergy Corporation              Arkansas Power & Light Company
639 Loyola Avenue                425 West Capitol Avenue
New Orleans, Louisiana  70113    Little Rock, Arkansas  72201

Entergy Services, Inc.           Louisiana Power & Light Company
639 Loyola Avenue                639 Loyola Avenue
New Orleans, Louisiana  70113    New Orleans, Louisiana  70113

System Fuels, Inc.               Mississippi Power & Light Company
350 Pine Street                  308 East Pearl Street
Beaumont, Texas  77701           Jackson, Mississippi  39215

Entergy Enterprises, Inc.        New Orleans Public Service Inc.
900 South Shackleford Road       639 Loyola Avenue
Little Rock, Arkansas  72211     New Orleans, Louisiana  70113

Gulf States Utilities Company    Entergy Power, Inc.
350 Pine Street                  900 South Shackleford Road
Beaumont, Texas  77701           Little Rock, Arkansas  72211

System Energy Resources, Inc.    Entergy Operations, Inc.
1340 Echelon Parkway             1340 Echelon Parkway
Jackson, Mississippi  39213      Jackson, Mississippi  39213

(Names of companies filing this statement and
addresses of principal executive offices)

Entergy Corporation

(Name of top registered holding company parent
of each applicant or declarant)

Gerald D. McInvale                  John J. Cordaro
Executive Vice President and        President
Chief Financial Officer             New Orleans Public Service Inc.
Entergy Corporation                 639 Loyola Avenue
639 Loyola Avenue                   New Orleans, Louisiana  70113
New Orleans, Louisiana  70113

Jerry D. Jackson                    Donald C. Hintz
Executive Vice President            President and Chief Executive Officer
Entergy Services, Inc.              System Energy Resources, Inc.
639 Loyola Avenue                   1340 Echelon Parkway
New Orleans, Louisiana  70113       Jackson, Mississippi  39213

R. Drake Keith                      Donald C. Hintz
President                           President and Chief Executive Officer
Arkansas Power & Light Company      Entergy Operations, Inc.
425 West Capitol Avenue             1340 Echelon Parkway
Little Rock, Arkansas  72201        Jackson, Mississippi  39213

Frank Gallaher                      A. James Champagne
President                           President and Chief Executive Officer
Gulf States Utilities Company       System Fuels, Inc.
350 Pine Street                     350 Pine Street
Beaumont, Texas  77701              Beaumont, Texas  77701

John J. Cordaro                     Gerald D. McInvale
President                           Executive Vice President, Chief
Louisiana Power & Light Company     Financial Officer and Treasurer
639 Loyola Avenue                   Entergy Enterprises, Inc.
New Orleans, Louisiana  70113       900 South Shackleford Road
                                    Little Rock, Arkansas  72211

Donald E. Meiners                   Terry L. Ogletree
President                           President and Chief Operating Officer
Mississippi Power & Light Company   Entergy Power, Inc.
308 East Pearl Street               900 South Shackleford Road
Jackson, Mississippi  39215         Little Rock, Arkansas  72211


      (Names and addresses of agents for service)
           _________________________________

The Commission is also requested to send copies of any
communications in connection with this matter to:

Kent R. Foster                     Laurence M. Hamric, Esq.
Kay K. Arnold                      J. Wayne Anderson, Esq.
Entergy Services, Inc.             Entergy Services, Inc.
P.O. Box 8082                      639 Loyola Avenue
Little Rock, AR  72203             New Orleans, LA  70113

William T. Baker, Jr., Esq.
Reid & Priest
40 West 57th Street
New York, NY 10019


Item 6. Exhibits and Financial Statements.

(a) Exhibits:

F. Opinion of Counsel for the Applicants- Declarants.


SIGNATURES

Pursuant to the requirements of the Public Utility

Holding Company Act of 1935, the undersigned companies have duly

caused this amendment to be signed on its behalf by the

undersigned thereunto duly authorized.

ENTERGY CORPORATION


By:       /s/ Michael G. Thompson
           Michael G. Thompson
 Senior Vice President, General Counsel
              and Secretary


ENTERGY ENTERPRISES, INC.


By:       /s/ Michael G. Thompson
           Michael G. Thompson
 Senior Vice President-Law and Secretary


ENTERGY OPERATIONS, INC.


By:    /s/ William J. Regan, Jr.
          William J. Regan, Jr.
      Vice President and Treasurer


ENTERGY POWER, INC.


By:       /s/ Michael G. Thompson
           Michael G. Thompson
      Vice President and Secretary


ENTERGY SERVICES, INC.


By:       /s/ Michael G. Thompson
           Michael G. Thompson
Senior Vice President and General Counsel


ARKANSAS POWER & LIGHT COMPANY
GULF STATES UTILITIES COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE INC.


By:       /s/ Michael G. Thompson
           Michael G. Thompson
 Senior Vice President, General Counsel
              and Secretary


SYSTEM FUELS, INC.


By:     /s/ William J. Regan, Jr.
      William J. Regan, Jr.
  Vice President and Treasurer


SYSTEM ENERGY RESOURCES, INC.


By:    /s/ William J. Regan, Jr.
          William J. Regan, Jr.
      Vice President and Treasurer


Dated: July 28, 1995

 


Exhibit F

July 28, 1995

Securities and Exchange Commission
Washington, D. C. 20549

Re: Application-Declaration on Form U-1 of Entergy Corporation, et al. (File No. 70-8529)

Gentlemen:

I am legal counsel for Entergy Corporation, Entergy Services, Inc., System Fuels, Inc., Entergy Enterprises, Inc., Gulf States Utilities Company, System Energy Resources, Inc., Arkansas Power & Light Company, Louisiana Power & Light Company, Mississippi Power & Light Company, New Orleans Public Service, Inc., Entergy Power, Inc., and Entergy Operations, Inc. and am familiar with the participation of Entergy Corporation and its above-named subsidiaries in the matters described in Item 1 of the Application-Declaration on Form U-1, as amended, filed with the Securities and Exchange Commission on November 21, 1994, under the Public Utility Holding Company Act of 1935 in File No. 70-8529, relating generally to transactions between Entergy Corporation's Non-Utility Businesses and its Regulated Utilities (as such terms are therein defined).

This is to advise you that, in my opinion, in the event the proposed transactions, as aforesaid, are carried out in accordance with the Application-Declaration and the order of the Commission permitting the Application-Declaration to become effective, (a) insofar as the participation by Entergy, and its above-named subsidiaries in said transaction is concerned, all laws applicable thereto will have been complied with; and (b) the consummation of the proposed transaction by Entergy will not violate the legal rights of the holders of any securities issued by Entergy or any associate company thereof.

I am a member of the Louisiana, Texas and Virginia Bars and do not hold myself out as an expert on the laws of any other states.

I hereby consent to the use of this opinion as an exhibit to the Application-Declaration.

Very truly yours,


/s/ Laurence M. Hamric

Laurence M. Hamric