File No. 70-9081
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
AMENDMENT NO. 3
to the
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy London Investments plc
(formerly Entergy Power UK plc)
Templar House
81-87 High Holborn
London WC1V 6NU England
(Name of company filing this statement and address
of principal executive offices)
___________________________________
Entergy Corporation
(Name of top registered holding company parent of each applicant
or declarant)
___________________________________
Michael B. Bemis William J. Regan, Jr.
Executive Director Vice President and Treasurer
Entergy Power UK plc Entergy Services, Inc.
Templar House 639 Loyola Avenue
81-87 High Holborn New Orleans, LA 70113
London WC1V 6NU England
(Names and addresses of agents for service)
___________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq. William T. Baker, Jr.,Esq.
Denise C. Redmann, Esq. Kevin Stacey, Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, LA 70113 New York, NY 10019
<PAGE>
Item 6. Exhibits and Financial Statements.
The exhibits listed below have previously been filed with
the Securities and Exchange Commission as the exhibits in the
file number indicated and are incorporated herein by reference.
(a) Exhibits:
A-l Proposed form(s) of Subordinated Debenture
Indenture (Exhibit 4.02 to File Nos. 333-33331
and 333-33331-01).
A-2 Proposed form(s) of Subordinated Debenture
(Exhibit No. 4.10 to File Nos. 333-33331 and
333-33331-01).
A-3 Withdrawn.
A-4 Withdrawn.
A-5 Proposed form(s) of Entity Agreement of
the Issuing Entity, including the proposed form(s)
of Entity Interests (Exhibit Nos. 4.07 and 4.08 to
File Nos. 333-33331 and 333-33331-01).
A-6 Proposed form(s) of Guarantee (Exhibit
No. 4.09 to File Nos. 333-33331 and 333-33331-01).
B-1 Proposed form(s) of agreement for
sale(s) of Entity Interests (Exhibit No. 1.01 to
File No. 333-33331 and 333-33331-01).
C-1 Registration Statement relating to
Subordinated Securities and Entity Interests (File
Nos. 333-33331 and 333-33331-01).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTERGY LONDON INVESTMENTS PLC
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Treasurer
Dated: October 28, 1997
