SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
Certificate of Notification
Certificate is filed by:
Entergy Power Generation Corporation
Parkwood Two, Suite 500
10055 Grogan's Mill Road
The Woodlands, TX 77380
This certificate is notice that Entergy Power
Generation Corporation, a Delaware corporation (the
"Corporation"), has issued, renewed or guaranteed the
security or securities described herein, which issue,
renewal or guaranty was exempted from the provisions of
Section 6 (a) of the Public Utility Holding Company Act of
1935, as amended, and was neither the subject of a
declaration or application on Form U-1 nor included within
the exemption provided by Rule U-48.
1. Type of security or securities:
Up to 155 shares of the
Corporation's Class B common stock,
no par value, issued to Entergy
Global Investments, Inc.
2. Issue, renewal or guaranty:
Issuance.
3. Principal amount of each security:
Not applicable.
4. Rate of interest per annum of each
security:
Not applicable.
5. Date of issue, renewal or guaranty
of each security:
December 15, 2000
6. If renewal of security, give date of
original issue:
Not applicable.
7. Date of maturity of each security:
Not applicable.
8. Name of the person to whom each
security was issued, renewed or
guaranteed:
Entergy Global Investments, Inc.
9. Collateral given with each security,
if any:
Not applicable.
10. Consideration received for each
security:
$1,000,000 per share, for an
aggregate purchase price not to
exceed $155,000,000
11. Application of proceeds of each
security:
Used by the Corporation, in part, to
repay outstanding indebtedness to
Entergy Global Investments, Inc.,
and to provide funds to be used to
make investments from time to time
in its indirect wholly-owned
subsidiary Warren Power, LLC.
12. Indicate by ("X") after the
applicable statement below whether
the issue, renewal or guaranty of
each security was exempt from the
provisions of Section 6 (a) because
of:
a. the provisions contained in the
first sentence of Section 6 (b):
b. the provisions contained in the
fourth sentence of Section 6
(b):
c. the provisions contained in any
rule of the Commission other than
Rule U-48: X
13. If the security or securities were
exempt from the provisions of
Section 6 (a) by virtue of the first
sentence of Section 6 (b), give the
figures which indicate that the
security or securities aggregate
(together with all other then
outstanding notes and drafts of a
maturity of nine months or less,
exclusive of days of grace, as to
which such company is primarily or
secondarily liable) not more than 5
per centum of the principal amount
of par value of the other securities
of such company then outstanding:
Not applicable.
14. If the security or securities are
exempt from the provisions of
Section 6 (a) because of the fourth
sentence of Section 6 (b), name the
security outstanding on January 1,
1935, pursuant to the terms of which
the security or securities herein
described have been issued:
Not applicable.
15. If the security or securities are
exempt from the provisions of
Section 6 (a) because of any rule of
the Commission other than Rule U-48,
designate the rule under which
exemption is claimed:
Rule 52(b).
ENTERGY POWER GENERATION
CORPORATION
BY: /s/ Frederick F. Nugent
Vice President
Date: January 5, 2001
