File No. 70-8535
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
__________________________________
AMENDMENT NO. 1
to
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Corporation Entergy Power, Inc.
225 Baronne Street Three Financial Centre
New Orleans, Louisiana 70112 Little Rock, Arkansas 72211
(Names of companies filing this statement and
address of principal executive offices)
__________________________________
Entergy Corporation
(Name of top registered holding company parent of
each applicant or declarant)
_________________________________
Gerald D. McInvale Terry L. Ogletree
Senior Vice President and President
Chief Financial Officer Entergy Power, Inc.
Entergy Corporation Three Financial Centre
225 Baronne Street Little Rock, Arkansas 72211
New Orleans, Louisiana 70112
(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 Frederick F. Nugent
General Attorney General Counsel
Entergy Services, Inc. Entergy Enterprises, Inc.
225 Baronne Street Three Financial Centre
New Orleans, Louisiana 70112 Little Rock, Arkansas 72211
William T. Baker, Jr.
Reid & Priest
40 West 57th Street
New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transactions.
The first paragraph of Item 1 of the Application-
Declaration in this File is hereby amended and restated to read
in its entirety as follows:
"Entergy Corporation ("Entergy"), a registered holding
company under the Public Utility Holding Company Act of
1935, as amended (the "Act"), and its bulk power marketing
subsidiary, Entergy Power, Inc. ("EPI"), hereby request the
authorization of the Securities and Exchange Commission (the
"Commission") under the Act for (1) Entergy to effect a
recapitalization of EPI through the conversion to capital
contributions of outstanding amounts of principal and
interest under the loan agreement between Entergy to EPI,
and (2) Entergy to make additional equity investments in EPI
from time to time through December 31, 1995 to fund EPI's
working capital and other capital requirements, all as more
particularly described below."
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses to be incurred by
Entergy and EPI in connection with the proposed transactions are
estimated to be $9,000, including the filing fee of the
Commission of $2,000 and the fees and expenses of counsel
estimated to be $7,000.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
F - Opinion of Counsel
<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
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President and
Chief Financial Officer
ENTERGY POWER, INC.
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Vice President and Treasurer
Dated: January 30, 1995
Exhibit F
January 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8535
Gentlemen:
I am Assistant Secretary of Entergy Power, Inc. ("EPI")
and am familiar with the proposed transactions described in the
Application-Declaration on Form U-1, as amended, in the above-
referenced File (the "Application"), filed by Entergy Corporation
("Entergy") and EPI with the Securities and Exchange Commission
(the "Commission") under the Public Utility Holding Company Act
of 1935, as amended, relating to (i) the proposed
recapitalization of EPI through, among other things, the
cancellation of the note representing outstanding borrowings
under a loan agreement between Entergy and EPI and the conversion
of such borrowings and any accrued interest to the date of such
conversion to capital contributions, and (ii) the proposed
funding by Entergy of EPI's additional capital needs through
capital contributions and/or the issuance and sale by EPI to
Entergy of shares of the capital stock of EPI (the "Common
Stock").
This is to advise you that, in my opinion:
1. Each of Entergy and EPI is a corporation
validly organized and duly existing under the
laws of the State of Delaware.
2. In the event the proposed transactions
are consummated in accordance with the
Application and the order of the Commission
with respect thereto:
(a) all state laws applicable thereto will have
been complied with;
(b) (i) EPI will be validly organized and duly
existing under the laws of the State of Delaware, and (ii)
the Common Stock will be validly issued, fully paid and
nonassessable, and the holder thereof will be entitled
to the rights and privileges appertaining thereto set
forth in EPI's charter;
(c) Entergy will legally acquire the Common
Stock; and
(d) the consummation of the proposed transactions
by Entergy will not violate the legal rights of the
holders of any securities issued by Entergy or any
associate company thereof.
I am a member of the Illinois bar and do not hold
myself out as an expert on the laws of any other state.
I hereby consent to the use of this opinion as an
exhibit to the Application.
Very truly yours,
/s/ Frederick F. Nugent
Frederick F. Nugent
