File No. 70-9037
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form U-l/A
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Gulf States, Inc.
350 Pine Street
Beaumont, Texas 77701
(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)
___________________________________
William J. Regan, Jr.
Vice President and Treasurer
Entergy Gulf States, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(Names and addresses of agents for service)
___________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq.
Ann G. Roy, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
<PAGE>
Item 1. Description of Proposed Transaction
Paragraph 1.1 is amended to add the words "Federal
Energy Regulatory" before the word "Commission" in line 13.
Paragraph 1.1 is amended further to add the following
sentence immediately before the last sentence of Paragraph
1.1:
The resolution of these disputes in conjunction with
the comprehensive settlement in the Cajun bankruptcy is
the only consideration for the transfer of the
Facilities to Entergy Gulf States.
Paragraph 1.7 is added after Paragraph 1.6 as follows:
1.7 The Company states that the requirements of Rule
53, with respect to exempt wholesale generators ("EWGs") as
defined in Section 32 of the Act, and foreign utility
companies ("FUCOs") as defined in Section 33 of the Act, and
Rule 54 are and, assuming consummation of the proposed
transactions, will be satisfied. As a result, pursuant to
Rule 54, the Commission shall not consider the effect of the
capitalization or earnings of its EWG or FUCO subsidiaries
on the registered holding company system in determining
whether to approve the proposed transactions.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company
has duly caused this Application/Declaration to be
signed on its behalf by the undersigned thereunto
duly authorized.
ENTERGY CORPORATION
ENTERGY GULF STATES, INC.
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: May 5, 1997
