File No. 70-9081
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
AMENDMENT NO. 2
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
Entergy Power UK plc Treasurer
Templar House Entergy Services, Inc.
81-87 High Holborn 639 Loyola Avenue
London WC1V 6NU England New Orleans, LA 70113
(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 1. Description of Proposed Transactions.
(A) The first sentence of Item 1, Section A. of the
Application-Declaration is hereby amended and restated to read as
follows:
"Entergy London Investments plc (formerly named Entergy
Power UK plc) ("EPUK") is a public limited company incorporated
under the laws of England and Wales and is a wholly-owned,
indirect subsidiary of Entergy Corporation ("Entergy"), a
registered holding company under the Public Utility Holding
Company Act of 1935, as amended, (the "Act")."
(B) The second paragraph of Item 1, Section B. of the
Application-Declaration is hereby amended and restated to read as
follows:
"EPUK will make an equity contribution directly or
indirectly to the Issuing Entity at the time the Entity Interests
are issued and thereby will acquire directly or indirectly all of
the general partnership interest (in the case of a limited
partnership) or all of the voting interests (in the case of a
business trust) in such Issuing Entity. EPUK's equity
contribution to the Issuing Entity will at all times constitute
at least 3% (in the case of a business trust) or 1% (in the case
of a limited partnership) of the aggregate equity contributions
by all securityholders to such Issuing Entity."
(C) Item 1, Section C. of the Application-Declaration,
as heretofore amended and restated, is hereby further amended and
restated to read as follows:
"C. Use of Proceeds.
EPUK proposes to use the net proceeds derived from the
issuance and sale of Entity Interests directly or indirectly for
the purpose of repaying a portion of the credit facility used to
finance the acquisition of London Electricity (the "Credit
Facility"). Neither the proceeds to be received from the
issuance and sale of the Entity Interests nor any savings derived
from the repayment of the Credit Facility will be used directly
or indirectly for the making of any new investment in an exempt
wholesale generator ("EWG"), as defined in Sections 32 of the
Act, or any other FUCO. In connection with such repayment, the
Credit Facility may be restated and amended, and EPUK or one or
more indirect subsidiaries of Entergy formed for the purpose of
holding, with EPUK, London Electricity may be required to become
a guarantor or co-maker of, or jointly and severally obligated to
make payments on, such Credit Facility, including any associated
interest rate exchange, swap or similar arrangements intended to
protect against fluctuations in interest rates or foreign
exchange rates (collectively, "Repayment Obligations")."
(D) The second paragraph of Item 1, Section D. of the
Application-Declaration is hereby amended and restated to read as
follows:
"The Entergy System's "aggregate investment" in EWGs
and FUCOs was approximately $1,006,915,905, representing
approximately 42.49% of the Entergy System's consolidated
retained earnings as of June 30, 1997. Furthermore, the Entergy
System has complied with and will continue to comply with the
record keeping requirements of Rule 53(a)(2) concerning
affiliated EWGs and FUCOs. In addition, as required by Rule
53(a)(3), no more than 2% of the employees of the Entergy
System's domestic public utility subsidiary companies do or will
render services to affiliated EWGs and FUCOs. Finally, none of
the conditions set forth in Rule 53(b), under which the
provisions of Rule 53 would not be available, have been met.
<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 14, 1997
