AMENDMENT NO. 1
TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENTERGY GULF STATES CAPITAL I
(Exact name of registrant as specified in its Trust Agreement)
Delaware To Be Applied For
(State of incorporation or organization) (K.R.S. Employer Identification No.)
639 Loyola Avenue
New Orleans, Louisiana 70113
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12 (b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
8.75% Quarterly Income
Preferred Securities, New York Stock Exchange
Series A ("QUIPSSM") (and the
Guarantee with
respect thereto)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box.
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A. (c)(2),
please check the following box.
________________________________________
Securities to be registered pursuant to Section 12(g) of the
Act: None
The Commission is respectfully requested to send copies of
all notices, orders and communication to:
Denise C. Redmann, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(504)576-2272
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
The securities to be registered hereby are 8.75% Quarterly
Income Preferred Securities,SMSSeries A (the "Preferred
Securities"), of Entergy Gulf States Capital I, a Delaware
business trust. The Preferred Securities represent undivided
beneficial interests in the assets of Entergy Gulf States Capital
I and are guaranteed by Entergy Gulf States, Inc. (the
"Company"), a Texas corporation, to the extent set forth in the
form of the Guarantee Agreement by the Company to The Bank of New
York, as Guarantee Trustee (the "Guarantee"). The Guarantee is
incorporated by reference to Exhibit 4.08 to the Registration
Statement on Form S-2 of the Company and Entergy Gulf States
Capital I (Registration Nos. 333-17911 and 333-17911-01) filed
with the Securities and Exchange Commission (the "Commission") on
December 16, 1996, as amended by Amendment No. 1 filed with the
Commission on January 10, 1997 and amended by Amendment No. 2
filed with the Commission on January 15, 1997. Such registration
statement, as so amended (the "Registration Statement") became
effective on January 21, 1997. The particular terms of the
Preferred Securities and the Guarantee are described in the
Prospectus, dated January 21, 1997, that was filed with the
Commission pursuant to Rule 424 under the Securities Act of 1933,
as amended, in connection with the Registration Statement on
January 23, 1997 (the "Prospectus"). The Prospectus and the
Guarantee are incorporated by reference herein as set forth in
Item 2 below.
Item 2. Exhibits.
The Preferred Securities described herein are to be
registered on the New York Stock Exchange, on which no other
securities of Entergy Gulf States Capital I are registered.
Accordingly, the following Exhibits required in accordance with
Part II to the instructions as to Exhibits to Form 8-A have been
duly filed with the New York Stock Exchange. Each Exhibit was
previously filed as indicated below with the Securities and
Exchange Commission and is incorporated herein by reference.
Exhibit
Number Description and Method of Filing
1(a) The Prospectus Filed pursuant to Rule
424 in connection with
the Registration
Statement of the
Company and Entergy
Gulf States Capital I
(Reg. Nos. 333-17911
and 333-17911-01).
4(a) Certificate of Trust of Filed as Exhibit 4.04
Entergy Gulf States to the Registration
Capital I Statement of the
Company and Entergy
Gulf States Capital I
(Reg. Nos. 333-17911
and 333-17911-01).
4(b) Trust Agreement of Filed as Exhibit 4.05
Entergy Gulf States to the Registration
Capital I Statement of the
Company and Entergy
Gulf States Capital I
(Reg. Nos. 333-17911
and 333-17911-01).
4(c) Form of Amended and Filed as Exhibit 4.06
Restated Trust to the Registration
Agreement of Entergy Statement of the
Gulf States Capital I Company and Entergy
Gulf States Capital I
(Reg. Nos. 333-17911
and 333-17911-01).
4(d) Form of Indenture Filed as Exhibit 4.03
between the Company and to the Registration
The Bank of New York, Statement of the
as Trustee Company and Entergy
Gulf States Capital I
(Reg. Nos. 333-17911
and 333-17911-01).
4(e) Form of Officer's Filed as Exhibit 4.09
Certificate to the Registration
Statement of the
Company and Entergy
Gulf States Capital I
(Reg. Nos. 333-17911
and 333-17911-01).
4(f) Form of Subordinated Filed as part of
Debenture (contained in Exhibit 4.09 to the
the Form of Officer's Registration Statement
Certificate) of the Company and
Entergy Gulf States
Capital I (Reg. Nos.
333-17911 and 333-17911-
01).
4(g) Form of Guarantee Filed as Exhibit 4.08
Agreement to the Registration
Statement of the
Company and Entergy
Gulf States Capital I
(Reg. Nos. 333-17911
and 333-17911-01).
5(a) Form of Preferred Filed as Exhibit 4.07
Security (contained in to the Registration
the Form of Amended and Statement of the
Restated Trust Company and Entergy
Agreement) Gulf States Capital I
(Reg. Nos. 333-17911
and 333-17911-01).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: January 29, 1997 Entergy Gulf States Capital I
By: /s/ William J. Regan, Jr.
William J. Regan, Jr., not in his
individual capacity, but solely as
Administrative Trustee
_______________________________
SM QUIPS is a servicemark of Goldman, Sachs & Co.
