No. 70-8511
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________________
Post-Effective Amendment No. 10 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 D. Compliance with Rules 53 and 54
The first paragraph and the first sentence of the second
paragraph are deleted in their entirety and restated as follows:
"Entergy hereby represents that as of September 30,
1998, pursuant to rule 54 under the Act, (1) for the reasons
discussed below, the condition set forth in Rule 53(a) (1)
that Entergy's "aggregate investment" in "exempt wholesale
generators" ("EWGs") and "foreign utility companies"
("FUCOs") not exceed 50% of Entergy's "consolidated retained
earnings" is not satisfied, and (2) all of the other criteria
of Rule 53 (a) and (b) are satisfied.1"
"As of September 30, 1998, Entergy's "aggregate
investment", as defined in Rule 53(a) (1), in EWGs and FUCOs
is approximately $1.18 billion and is equal to approximately
54% of Entergy's "consolidated retained earnings" also
defined in Rule 53(a) (1) for the four quarters ended
September 30, 1998 (approximately $2.17 billion)."
Item 3. Applicable Statutory Provisions
Item 3 is amended in its entirety and restated as follows:
The sections of the Holding Company Act and rules thereunder
which the Applicants-Declarants consider applicable to the
proposed transactions are set forth below:
a. Issuance and sale of the Bonds the Debentures - Sections
6(a) and 7 and Rule 44.
b. Assignments of Availability Agreement and Capital Funds
Agreement (the obligation of the System Operating Companies and
Entergy, respectively, to indemnify System Energy under such
agreements) - Section 12(b) and Rule 45.
c. Acquisition, redemption, and retirement of outstanding
securities of the Company - Section 12(c) and Rule 42
d. Tax-exempt financing of the Facilities:
(i) Facilities Agreement Sections 6(a) and 7
(Loan, Installment Sales and Rule 44
Agreements)
(ii) If the Facilities Agreements Sections 9(a), 10
include the disposition or and 12(d)may
reaquisition apply of Facilities.
(iii) Reimbursement Agreement Sections 6(a) and 7
and Rule 44
(iv) Issuance and Pledge Sections 6(a )and 7
of Collateral Bonds
In the event that the Commission deems any other section of
the Holding Company Act or rule thereunder to be applicable, the
parties request that the Commission's order or orders herein
also be issued under and with respect to such other section or
rule.
Item 4. Regulatory Approval
Item 4 is restated in its entirety as follows:
"No Federal or State commission, other than the
Commission, has jurisdiction over the transactions proposed
in this Application-Declaration."
Item 6. Exhibits and Financial Statements
Section B. of Item 6 is hereby amended to include the
following:
Section B. Financial Statements
I. Pro Forma financial statement of Entergy Corporation and
its subsidiaries, consolidated, as of September 30, 1998.
<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.
ENTERGY CORPORATION
SYSTEM ENERGY RESOURCES, INC.
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
ENTERGY CORPORATION AND SUBSIDIARIES
CAPITALIZATION RATIOS
September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Consolidated Pro Forma Amounts(1) Equity Debt
per 10-Q
(In Thousands)
<S> <C> <C> <C> <C>
Long-term debt 8,942,186 288,115 9,230,301
Currently maturing long-term debt 323,992 (160,000) 163,992
Notes payable 41,052 414,052
Obligations under capital leases 233,482 233,482
Obligations under capital leases- 138,526 138,526
current
Subsidiaries' preferred stock with
sinking fund 178,755 178,755
Subsidiary's preference stock 150,000 150,000
Company-obligated mandatorily
redeemable preferred securities
of subsidiary trusts holding
solely junior subordinated 215,000 215,000
deferrable debentures
Company-obligated redeemable
preferred securities of
subsidiary holding solely junior
subordinated deferrable 300,000 300,000
debentures
Subsidiaries' preferred stock
without sinking fund 334,455 334,455
Common Stock 2,468 2,468
Paid-in capital 4,629,098 4,629,098
Retained earnings 2,365,285 2,365,285
Cumulative foreign currency
translation adjustment (88,373) (88,373)
Less - treasury stock 6,188 6,188
_____________________________________________________
Total 18,132,738 128,115 7,751,745 10,509,108
=====================================================
Actual amounts in millions of 18,133 7,752 10,381
dollars
Actual capitalization ratios 100.0% 42.7% 57.3%
Pro forma amounts in millions of 18,261 7,752 10,509
dollars
Pro forma capitalization ratios 100.0% 42.5% 57.5%
NOTES
(1) To reflect pro forma adjustments in PEA #6, adjusted to 1998
maturities.
(2) To compute ratios prior to the original EWG/FUCO investment
in 4th quarter 1992.
(Note: This is also prior to the Gulf States Utilities
merger.)
(3) To compute ratios prior to the investment in CitiPower in
1st quarter 1996.
</TABLE>
