File No. 70-9081
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
AMENDMENT NO. 1
to the
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
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.,
Denise C. Redmann, Esq. Esq.
Entergy Services, Inc. Kevin Stacey, Esq.
639 Loyola Avenue Reid & Priest LLP
New Orleans, LA 70113 40 West 57th Street
New York, NY 10019
<PAGE>
Item 1. Description of Proposed Transactions.
Item 1, Section C. of the Application-Declaration is
hereby 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 ("Repayment Obligations"), such Credit Facility.
Item 3. Applicable Statutory Provisions.
The last paragraph of Item 3 of the Application-
Declaration is hereby amended and restated to read as follows:
EPUK believes that the potential guarantee or
incurrence of the Repayment Obligations by EPUK or any other
indirect subsidiaries of Entergy may be subject to Sections 6(a),
7 and 12(b) of the Act and Rule 45 thereunder.
Form of Notice of Proposed Transactions.
The fourth paragraph of the Form of Notice of Proposed
Transactions is hereby amended and restated to read as follows:
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. 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.
<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 POWER UK PLC
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Treasurer
Dated: July 31, 1997
