ENTERGY POWER DEVELOPMENT INTERNATIONAL CORP
U-57, 1996-01-02
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               SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.



                           FORM U-57

         NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS



               Filed under Section 33(a) of the

     Public Utility Holding Company Act of 1935, as amended



                     EPG Cayman Holding II
               __________________________________
               (Name of foreign utility company)



      Entergy Power Development International Corporation
               __________________________________
         (Name of filing company, if filed on behalf of
                   a foreign utility company)



       The Commission is requested to mail copies of all
        communications relating to this Notification to:


Frederick F. Nugent, Esq.          Thomas C. Havens, Esq.
General Counsel                    Mayer, Brown & Platt
Entergy Enterprises, Inc.          1675 Broadway
Three Financial Centre             New York, New York 10019-5820
900 S. Shackleford Road
Suite 210
Little Rock, Arkansas  72211

<PAGE>

     Entergy Power Development International Corporation, a
wholly-owned subsidiary of Entergy Corporation ("Entergy"), a
registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), acting on behalf of
EPG Cayman Holding II ("EPG II"), a corporation organized under
Cayman Islands law, hereby notifies the Securities and Exchange
Commission (the "Commission") that EPG II is, and claims status
as, a "foreign utility company" ("FUCO") within the meaning of
Section 33 of the Act.


Item 1.   Name, Business Address, Facilities and Ownership.

     The name and business address of the company claiming FUCO
status is:

          EPG Cayman Holding II
          Three Financial Centre
          900 South Shackleford Road
          Suite 210
          Little Rock, Arkansas 72211

     EPG II was organized for purposes of acquiring and holding
Entergy's interest in CitiPower Limited ("CitiPower"), a public
utility engaged in the distribution of electricity in the State
of Victoria, Australia.  Entergy will own, indirectly through EPG
II and other special purpose subsidiaries, a 100% interest in
CitiPower.   Each of CitiPower and such other special purpose
subsidiaries has filed a Notification of FUCO status with the
Commission on Form U-57.  Other than Entergy and such
subsidiaries, no person will hold a 5% or more voting interest in
CitiPower.

     CitiPower's electric distribution network comprises sub-
transmission (66 kv and below) and distribution assets, including
approximately 37 zone substations and 4,321 transformer
installations.   The network is predominantly an overhead, wooden
poled distribution system comprising approximately 2,745
kilometers (kms) of high and low voltage overhead lines and 1,864
kms of high and low voltage underground cables.  CitiPower's
service territory covers approximately 157 total square kms of
the suburban and metropolitan Melbourne areas.  This area
includes the municipalities of St. Kilda, Toorak, Camberwell,
Balwyn, Brunswick, Thornbury and the Port of Melbourne.
CitiPower serves approximately 232,800 residential, commercial
and industrial customers.


Item 2.   Domestic Associate Public-Utility Companies of EPG II
          and their Relationship to EPG II.

     The following companies, each of which is a direct or
indirect subsidiary of Entergy, are domestic public utility
associate companies of EPG II:  Arkansas Power & Light Company
("AP&L"), Gulf States Utilities Company ("GSU"), Louisiana Power
& Light Company ("LP&L"), Mississippi Power & Light Company
("MP&L"), New Orleans Public Service Inc. ("NOPSI"), The
Arklahoma Corporation ("Arklahoma"), System Energy Resources,
Inc. ("SERI"), Entergy Power, Inc. ("EPI") and Entergy
Operations, Inc. ("EOI") (AP&L, GSU, LP&L, MP&L, NOPSI,
Arklahoma, SERI, EPI and EOI are collectively referred herein to
as the "Domestic Utilities").  None of the Domestic Utilities has
made an investment in or has any contractual relationship with
EPG II.


EXHIBIT A.     State Certification.

     Not applicable.

<PAGE>
                           SIGNATURE

     The undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly
authorized.


                                   ENTERGY POWER DEVELOPMENT
                                   INTERNATIONAL CORPORATION




                                   By:  /s/ Terry L. Ogletree
                                        Terry L. Ogletree
                                        President



Dated:    January 2, 1996



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