File No. 70-7604
SECURITIES ANID EXCHANGE COMMISSION
Washington, D C. 20549
Form U - 1
________________________________________
POST-EFFECTIVE AMENDENT NO. 7
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 film this statement and address
of principal executive offices)
________________________________________
Entergy Corporation
(Name of top registered holding company parent
of each applicant or declarant)
________________________________________
C. John Wilder
Executive 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 win this matter to:
Denise C. Redmann, Esq. Daniel Guetta, Esq.
Entergy Services, Inc. Thelen Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transactions.
Item 1 of the Application-Declaration in File 70-7604, as
previously supplemented, is hereby further supplemented, is
hereby further supplemented by adding the following paragraphs to
the end thereof:
"The proceeds to be received by the Trust pursuant to
borrowings under the 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 FUCO's, 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. Entergy Corporation states,
for purposes of Rule 54, that the conditions specified in Rule 53 (a)
are satisfied and that none of the adverse conditions specified in
Rule 53 (b) exist. As a result, the Commission will not consider
the effect on the Entergy Corporation system of the
capitalization or earnings of any Entergy subsidiary that is an
exempt wholesale generator or foreign utility company, as each is
defined in sections 32 and 33 of the Act, respectively, in
determining whether to approve the proposed transactions.
Entergy states that for purposes of Rule 53 (a)(1) its
"aggregate investment" in EWGs and FUCO's was approximately
$1,112,322,020, representing approximately 40.1% of Entergy's
consolidated retained earnings, as of March 31, 2000.
Furthermore, Entergy 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's domestic public utility subsidiary companies would
render services to affiliated EWG's and FUCO's. 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."
Item 3. Fees, Commissions and Expenses.
The fees, commissions and expenses to be paid or incurred by
System Energy in connection with the transactions described
herein are not expected to exceed $45,000, including legal fees
estimated not to exceed $25,000, and fees of Entergy Services,
Inc., estimated not to exceed $10,000.
<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/ Nathan E. Langston
Nathan E. Langston
Dated: July 20, 2000 Vice President and Chief
Accounting Officer
