No. 70-8511
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________________
Post-Effective Amendment No. 9
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.
P.O. Box 551 639 Loyola Avenue
Little Rock, Arkansas 72203 New Orleans, Louisiana 70113
Telephone: 501-377-4000 Telephone: 504-576-4000
Entergy Mississippi, Inc. Entergy New Orleans, Inc.
P.O. Box 1640 639 Loyola Avenue
Jackson, Mississippi 39205 New Orleans, Louisiana 70113
Telephone: 601-969-2311 Telephone: 504-576-4000
(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)
_________________________________
Steven C. McNeal
Vice President and Treasurer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
(504) 576-4363
(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.
Ann G. Roy, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-2095
<PAGE>
The Application-Declaration is amended as follows:
Item 1. Description of Proposed Transactions
Section C. Issuance and Sale of Tax-Exempt Bonds and
Related Matters
The first sentence of Section C. Issuance and Sale of Tax-
Exempt Bonds and Related Matters is hereby amended and restated
as follows:
"The proceeds of the sale of Tax-Exempt Bonds, net of
any underwriters' discounts or other expenses payable from
proceeds, will be applied to refinance certain Pollution
Control Revenue Bonds that were previously issued to finance
pollution control facilities at the Grand Gulf Nuclear
Station ("Facilities") or to finance the construction of
additional pollution control facilities as may be deemed
necessary or desirable."
Section E. Capitalization Ratios.
Section E, Capitalization Ratios is deleted in its entirely
and restated as follows:
"Entergy states that as of September 30, 1998, Entergy's
consolidated capitalization consisted of 42.7% equity
(including mandatorily redeemable preferred securities) and
57.3% debt, (including long-term debt, currently maturing
long-term debt, preferred stock of subsidiaries with sinking
fund, and preference stock of subsidiaries). On a pro forma
basis, taking into consideration the transaction contemplated
in this filing, the ratios would be 42.5% to 57.5%,
respectively, for equity and debt. Entergy states that, its
consolidated capitalization ratio, will not be materially
effected by this transaction. Entergy further states that as
of September 30, 1992, before the original investment by
Entergy in EWGs or FUCOs, Entergy's consolidated debt to
total capital ratio was 54.6% and its capitalization ratio
was 45.4%, and as of September 30, 1998, Entergy's debt to
total capital ratio was 57.3% and its capitalization ratio
was 42.7%. The Commission has previously approved other
applications in which the declarants stated similar debt to
equity ratios as those stated by Entergy.<FN1>"
<PAGE>
SIGNATURE
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.
SYSTEM ENERGY RESOURCES, INC.
ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Dated: January 26, 1999
_______________________________
<FN1> Cinergy Corp. (70-9011) dated March 23, 1998 which stated
its debt to equity ratio as 44.1% to 55.9% and American
Electric Power Company (File No. 70-9021) dated
April 27, 1998 which stated its debt to equity ratio as
45.2% to 54.8%.
