File No. 70-7604
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form U-1
_______________________________________
POST-EFFECTIVE AMENDMENT NO. 4
to
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
________________________________
System Energy Resources, Inc.
1340 Echelon Parkway
Jackson, Mississippi 39213
(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)
______________________________
Gerald D. McInvale
Senior Vice President and
Chief Financial Officer
System Energy Resources, Inc.
1340 Echelon Parkway
Jackson, Mississippi 39213
(Name and address of agent for service)
______________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq. Thomas J. Igoe, Jr., Esq.
Denise C. Redmann, Esq. Reid & Priest LLP
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, New York 10019
New Orleans, Louisiana 70113
<PAGE>
Item 1. Description of Proposed Transactions.
Item 1 of the Application-Declaration in File 70-7604,
as previously supplemented, is hereby further supplemented by
adding the following paragraphs to the end thereof:
"The proceeds to be received by River Fuel pursuant to
borrowings under the Amended Credit Agreement or the Successor
Credit Agreement will not be used to invest directly or
indirectly in an exempt wholesale generator ("EWG") or foreign
utility company ("FUCO"), as defined in Sections 32 or 33,
respectively, of the Act.
The proposed transactions are also subject to Rule 54.
In determining whether to approve the issue or sale of a security
by a registered holding company for purposes other than the
acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or FUCO upon the registered holding company system if
Rules 53(a), (b) and (c) are satisfied. In that regard, assuming
consummation of the transactions proposed in this application,
all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.
The Entergy System's "aggregate investment" in
EWGs and FUCOs was approximately $198 million, representing
approximately 8.3% of the Entergy System's consolidated retained
earnings, as of September 30, 1995. 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 would
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.
SYSTEM ENERGY RESOURCES, INC.
By: /s/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: January 19, 1996
