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 LONDON CAPITAL, L.P.
(Exact name of registrant as specified in its Partnership Agreement)
Delaware To Be Applied For
(State of incorporation (I.R.S. Employer
or organization) 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
____% Quarterly Income
Preferred Securities, Series A New York Stock Exchange
("QUIPS<FSM>")(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. o
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. o
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 communications 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 ____% Quarterly
Income Preferred Securities,SMSSeries A (the "Preferred
Securities"), of Entergy London Capital, L.P., a Delaware limited
partnership. The Preferred Securities represent limited
partnership interests in Entergy London Capital, L.P. and are
guaranteed by Entergy London Investments plc (the "Company"), a
public limited company incorporated under the laws of England and
Wales, 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 4.09 to the Registration Statement on Form S-
1 of the Company and Entergy London Capital, L.P. (Registration
Nos. 333-33331 and 333-33331-01) filed with the Securities and
Exchange Commission (the "Commission") on August 11, 1997, and
amended by Amendment No. 1 filed with the Commission on
October 3, 1997 and Amendment No. 2 filed with the Commission on
October 24, 1997 (such registration statement, as so amended (the
"Registration Statement"). The particular terms of the Preferred
Securities and the Guarantee are described in the Prospectus,
dated November___, 1997, to be filed with the Commission pursuant
to Rule 424 under the Securities Act of 1933, as amended, in
connection with the Registration Statement (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 London Capital, L.P. 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 as part of the
Registration Statement
of the Company and
Entergy London Capital,
L.P.(Reg. Nos. 333-
33331 and 333-33331-01).
4(a) Certificate of Limited Filed as Exhibit 4.03
Partnership of Entergy to the Registration
London Capital, L.P. Statement of the
Company and Entergy
London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
4(b) Certificate of Filed as Exhibit 4.05
Amendment to to the Registration
Certificate of Limited Statement of the
Partnership of Entergy Company and Entergy
London Capital, L.P. London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
4(c) Agreement of Limited Filed as Exhibit 4.04
Partnership of Entergy to the Registration
London Capital, L.P. Statement of the
Company and Entergy
London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
4(d) Amendment No. 1 to Filed as Exhibit 4.06
Agreement of Limited to the Registration
Partnership of Entergy Statement of the
London Capital, L.P. Company and Entergy
London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
4(e) Form of Amended and Filed as Exhibit 4.07
Restated Limited to the Registration
Agreement of Entergy Statement of the
London Capital, L.P. Company and Entergy
London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
4(f) Form of Indenture Filed as Exhibit 4.02
between the Company and to the Registration
The Bank of New York, Statement of the
as Trustee Company and Entergy
London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
4(e) Form of Officer's Filed as Exhibit 4.10
Certificate to the Registration
Statement of the
Company and Entergy
London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
4(g) Form of Subordinated Filed as part of
Debenture (contained in Exhibit 4.10 to the
the Form of Officer's Registration Statement
Certificate) of the Company and
Entergy London Capital,
L.P. (Reg. Nos. 333-
33331 and 333-3331-01).
4(h) Form of Guarantee Filed as Exhibit 4.09
Agreement to the Registration
Statement of the
Company and Entergy
London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
5(a) Form of Preferred Filed as Exhibit 4.08
Security (contained in to the Registration
the Form of Amended and Statement of the
Restated Partnership Company and Entergy
Agreement) London Capital, L.P.
(Reg. Nos. 333-33331
and 333-33331-01).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: October 29, 1997 Entergy London Capital, l.p.
By: Entergy London Investments plc
By: /s/William J. Regan, Jr.
William J. Regan, Jr.
Treasurer
_______________________________
<FSM> QUIPS is a servicemark of Goldman, Sachs & Co.
