File No. 70-8511
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________________
Post Effective Amendment No. 4
to the
Form U-1/A
__________________________________
APPLICATION - DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
System Energy Resources, Inc. Entergy Corporation
1340 Echelon Parkway P.O. Box 61005
Jackson, Mississippi 39213 New Orleans, Louisiana 70161
Telephone: 601-368-5000 Telephone: 504-529-5262
Entergy Arkansas, Inc. Entergy Louisiana, Inc.
(formerly Arkansas Power & Light (formerly Louisiana Power & Light
Company) Company)
P.O. Box 551 639 Loyola Avenue
Little Rock, Arkansas 72203 New Orleans, Louisiana 70113
Telephone: 501-377-4000 Telephone: 504-57669-4000
Entergy Mississippi, Inc. Entergy New Orleans, Inc.
(formerly Mississippi Power & (formerly New Orleans Public Service
Light Company) Inc.)
P.O. Box 1640 639 Loyola Avenue
Jackson, Mississippi 39205 New Orleans, Louisiana 70113
Telephone: 601-969-2311 Telephone: 504-57669-4000
(Names of companies filing this statement and addresses
of principal executive offices)
__________________________________
ENTERGY CORPORATION
(Name of top registered holding company
parent of each applicant or declarant)
_________________________________
William J. Regan, Jr.
Vice President and Treasurer
System Entergy Resources, Inc.
1340 Echelon Parkway
Jackson, Mississippi 39213
(Name and address of agent for service)
_____________________________________
The Commission is also requested to send copies
of communications in connection with this matter to:
Laurence M. Hamric, Esq. Steven C. McNeal
Ann G. Roy, Esq. Entergy Services, Inc.
Entergy Services, Inc. 639 Loyola Avenue
639 Loyola Avenue New Orleans, LA 70113
New Orleans, Louisiana 70113 (504) 576-4363
(504) 576-2095
Kevin Stacey, Esq. David P. Falck, Esq.
Reid & Priest Winthrop, Stimson, Putnam &
40 West 57th Street Roberts
New York, New York 10019 One Battery Park Plaza
(212) 603-2110 New York, New York 10004
(212) 858-1438
<PAGE>
The Application-Declaration is amended as follows:
Item 1. Description of Proposed Transactions.
Section D. Other
The second and third sentences of the second paragraph
are restated as follows:
The proposed transactions are also subject to Rule 54.
Under 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 EWG's or FUCO's , the
Commission shall not consider the effect of the capitalization or
earnings of any subsidiary which is an EWG or a 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.
Item 1. Regulatory Approval
Item 1, Regulatory Approval, is amended in its entirety
as follows:
1. No Federal or State commission other than the
Commission has jurisdiction over the transactions proposed in
this Application-Declaration, except possibly the Louisiana
Public Service Commission which may have jurisdiction over the
Assignments of the Availability Agreement by Entergy Louisiana,
Inc. as additional security for the obligations with respect to
each series of Bonds.
Item 5. Procedure
Item 5, Procedure, is amended as follows:
1. The last paragraph of Item 5 is deleted in its
entirety.
Item 6. Exhibits and Financial Statements
Item 6. Exhibits and Financial Statements is amended to
include the following:
Section A. Exhibits
*C-2 Registration Statement for Debt
Securities and First Mortgage Bonds
relating to the Securities (filed in
File 333-06717) which included a
combined prospectus for $695,000,000
with respect to $160,000,000 of
aggregate principal amount of First
Mortgage Bonds remaining unsold
pursuant to Registration Statement No.
33-47662 and $235,000,000 aggregate
principal amount of Debt Securities
remaining unsold pursuant to
Registration Statement No. 33-61189.
F-1 Opinion of Ann G. Roy, Esq., Associate
Counsel, Corporate and Securities,
Entergy Services, Inc.
F-2 Opinion of Reid & Priest LLP, counsel
to System Energy.
**F-3 Opinion of Reid & Priest LLP, counsel
to Entergy Corporation.
**F-4 Opinion of Friday, Eldredge & Clark,
counsel to Entergy Arkansas.
**F-5 Opinion of Laurence M. Hamric, counsel
to Entergy Louisiana and Entergy New
Orleans.
**F-6 Opinion of Wise Carter Child & Caraway,
Professional Association, counsel to
Entergy Mississippi.
* Incorporated herein by reference as indicated.
** To be filed by Amendment
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
ENTERGY CORPORATION
SYSTEM ENERGY RESOURCES, INC.
ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC. .
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated:August 20, 1996
Exhibit F-1
August 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1,
as amended (File No. 70-8511) (hereinafter referred to as
the "Application-Declaration"), filed with the Securities
and Exchange Commission under the Public Utility Holding
Company Act of 1935, as amended, by Entergy Corporation,
System Energy Resources, Inc. ("System Energy") and the
other companies named therein contemplating, among other
things, the issuance and sale by System Energy of not to
exceed $540,000,000 ($265,000,000 of which has been issued
in the form of $30,000,000 in aggregate principal amount of
7.38% Debentures due October 1, 2001, $100,000,000 in
aggregate principal amount of First Mortgage Bonds, 7.28%
Series due 1999 and $135,000,000 in aggregate principal
amount of First Mortgage Bonds, 7.71% Series due 2001) in
aggregate principal amount of its Debentures ("Debentures")
under a Debenture Indenture or a Subordinated Debenture
Indenture (the issuance and sale of such Debentures
hereinafter referred to as the "proposed transactions"), as
referred to and described in the Application-Declaration, I
advise as follows:
1. System Energy is a corporation validly organized
and existing under the laws of the State of
Arkansas.
2. All action necessary to make valid the
participation by System Energy in the proposed
transactions will have been taken when:
(a) the Application-Declaration shall have been
granted and permitted to become effective in
accordance with the applicable provisions of the
Public Utility Holding Company Act of 1935, as
amended;
(b) appropriate final action shall have been
taken by the Board of Directors and/or an
Authorized Officer of System Energy with respect
to the proposed transactions;
(c) the Debenture Indenture, Subordinated
Debenture Indenture and each of the other
agreements referred to in the Application-
Declaration related to the proposed transactions
described therein shall have been duly executed
and delivered by each of the proposed parties
thereto; and
(d) the Debentures shall have been appropriately
issued and delivered for the consideration
contemplated.
3. When the foregoing steps shall have been taken and
in the event the proposed transactions are otherwise
consummated in accordance with the Application-
Declaration and the related order or orders of the
Commission:
(a) all state laws applicable to the
participation by System Energy in the proposed
transactions will have been complied with;
(b) the Debentures will be valid and binding
obligations of System Energy in accordance with
their terms, except as limited by bankruptcy,
insolvency, reorganization or other similar laws
affecting enforcement of mortgagees' and other
creditors' rights; and
(c) the consummation of the proposed transactions
by System Energy will not violate the legal rights
of the holders of any securities issued by System
Energy or any associate company thereof.
I am a member of the Bar of the States of Mississippi
and Louisiana and do not hold myself out as expert on the
laws of any other state.
I hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Ann G. Roy
Ann G. Roy
Exhibit F-2(e)
New York, New York
August 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form
U-1, as amended (File No. 70-8511) (hereinafter referred to
as the "Application-Declaration"), filed with the
Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935, as amended, by Entergy
Corporation, System Energy Resources, Inc. ("System
Energy") and the other companies named therein
contemplating, among other things, the issuance and sale by
System Energy of not to exceed $540,000,000 ($265,000,000
of which has been issued in the form of $30,000,000 in
aggregate principal amount of 7.38% Debentures due October
1, 2001, $100,000,000 in aggregate principal amount of
First Mortgage Bonds, 7.28% Series due 1999 and
$135,000,000 in aggregate principal amount of First
Mortgage Bonds, 7.71% Series due 2001) in aggregate
principal amount of its Debentures ("Debentures") under a
Debenture Indenture or a Subordinated Debenture Indenture
(the issuance and sale of such Debentures hereinafter
referred to as the "proposed transactions"), as referred to
and described in the Application-Declaration, we advise as
follows:
1. System Energy is a corporation validly
organized and existing under the laws of the State of
Arkansas.
2. All action necessary to make valid the
participation by System Energy in the proposed transactions
will have been taken when:
(a) the Application-Declaration shall have
been granted and permitted to become effective in
accordance with the applicable provisions of the Public
Utility Holding Company Act of 1935, as amended;
(b) appropriate final action shall have
been taken by the Board of Directors and/or an Authorized
Officer of System Energy with respect to the proposed
transactions;
(c) the Debenture Indenture, Subordinated
Debenture Indenture and each of the other agreements
referred to in the Application-Declaration related to the
proposed transactions described therein shall have been
duly executed and delivered by each of the proposed parties
thereto; and
(d) the Debentures shall have been
appropriately issued and delivered for the consideration
contemplated.
3. When the foregoing steps shall have been
taken and in the event the proposed transactions are
otherwise consummated in accordance with the Application-
Declaration and the related order or orders of the
Commission:
(a) all state laws applicable to the
participation by System Energy in the proposed transactions
will have been complied with;
(b) the Debentures will be valid and
binding obligations of System Energy in accordance with
their terms, except as limited by bankruptcy, insolvency,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights; and
(c) the consummation of the proposed
transactions by System Energy will not violate the legal
rights of the holders of any securities issued by System
Energy or any associate company thereof.
We are members of the New York Bar and do not
hold ourselves out as experts on the laws of any other
state. In giving this opinion, we have relied, as to all
matters governed by the laws of Arkansas or Mississippi,
upon an opinion of even date herewith addressed to you by
Ann G. Roy, Esq., Associate Counsel -- Corporate and
Securities of Entergy Services, Inc., counsel for System
Energy, which is to be filed as an exhibit to the
Application-Declaration.
We hereby consent to the use of this opinion as
an exhibit to the Application-Declaration.
Very truly yours,
/s/ Reid & Priest
REID & PRIEST LLP
