File No. 70-9751
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
Pre-Effective Amendment No. 2
to the
Form U-l
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Gulf States, Inc.
350 Pine Street
Beaumont, TX 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)
___________________________________
Joseph F. Domino Steven C. McNeal
President and Chief Executive Officer Vice President and Treasurer
Entergy Gulf States, Inc. Entergy Services, Inc.
350 Pine Street 639 Loyola Avenue
Beaumont, TX 77701 New Orleans, LA 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:
Denise C. Redmann John Hood, Esq.
Senior Counsel - Corporate & Securities Thelen Reid & Priest LLP
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, NY 10019
New Orleans, LA 70113
The Commission is also requested to send copies of any
communications in connection with this matter to:
Benny Hughes, Esq.
Orgain, Bell & Tucker, LLP
470 Orleans Street
P. O. Box 1751
Beaumont, TX 77704
Item 1, Section A of the Application/Declaration is hereby
amended in its entirety and restated to read as follows:
Item 1. Description of Proposed Transactions
Section A. Overview
Entergy Gulf States, Inc., a Texas corporation
("Company"), which is a wholly-owned subsidiary of Entergy
Corporation ("Entergy"), a registered holding company under
the Public Utility Holding Company Act of 1935, as amended
("Holding Company Act"), proposes, from time to time through
December 31, 2003, to issue and sell or arrange for the
issuance and sale, in each case, through negotiated public
offering or competitive bidding, of securities of the types
set forth below having an aggregate value (calculated by
principal amount in the case of debt and par value or
initial offering price in the case of securities other than
debt) not to exceed $ 2.2 billion: (A) one or more new
series of the Company's First Mortgage Bonds ("Bonds")
and/or one or more new sub-series of the Medium Term Note
Series of its First Mortgage Bonds ("MTNs"), including the
possible purchasing of insurance as collateral security for
such Bonds and/or MTNs and/or (B) one or more series of the
Company's debentures ("Debentures"), including the possible
purchasing of insurance as collateral security for such
Debentures, and/or (C) one or more series of preferred
securities of special purpose subsidiaries ("Entity
Interests") and/or one or more new series of the Company's
Preferred Stock, Cumulative, $100 Par Value and/or Preferred
Stock, Cumulative, without par value ("Preferred") and/or
one or more series of the Company's Preference Stock,
Cumulative, without par value ("Preference"), and/or (D) tax-
exempt bonds ("Tax-Exempt Bonds") in one or more series for
the financing of certain pollution control facilities,
including but not limited to sewage and/or solid waste
disposal facilities that have not heretofore been the
subject of such financing, or for the refinancing of
outstanding Tax-Exempt Bonds issued for that purpose,
including the possible issuance and pledge of one or more
new series of Bonds and/or MTNs ("Collateral Securities"),
and/or the purchasing of letters of credit and/or insurance
as collateral security for such Tax-Exempt Bonds (the
financings contemplated in (A) through (D) above being
hereinafter collectively referred to as "New Financing
Plan"). These proposed transactions are discussed in detail
below.
Item 1, Section H, Paragraph 59 is hereby amended in its
entirety and restated to read as follows:
Section H. Issuance and Sale of Tax-Exempt Bonds and
Related Transactions
59. The Company also may seek to enter into arrangements
for the issuance of Tax-Exempt Bonds, and the Company
proposes from time to time, through December 31, 2003, to
enter into one or more leases, subleases, installment sale
agreements, refunding agreements or other agreements and/or
supplements and/or amendments thereto (each and all of the
foregoing being referred to herein as the "Facilities
Agreement") with one or more issuing governmental
authorities (each an "Issuer") that will contemplate the
issuance and sale by the Issuer(s) of one or more series of
Tax-Exempt Bonds pursuant to one or more trust indentures
and/or supplements thereto (individually and collectively,
the "Indenture") between the Issuer and one or more trustees
(individually and collectively, the "Trustee").
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Pre-Effective Amendment No. 2 to the Application/Declaration to
be signed on its behalf by the undersigned thereunto duly
authorized.
ENTERGY GULF STATES, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Dated: December 28, 2000
