File No. 70-8535
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
__________________________________
AMENDMENT NO. 3
to
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Corporation Entergy Power, Inc.
639 Loyola Avenue Three Financial Centre
New Orleans, Louisiana 70113 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
639 Loyola Avenue Little Rock, Arkansas 72211
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 Frederick F. Nugent
General Attorney General Counsel
Entergy Services, Inc. Entergy Enterprises, Inc.
639 Loyola Avenue 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.
Item 1 of the Application-Declaration in this File, as
previously amended, is hereby further amended to add at the end
thereof the following:
"Entergy currently meets all of the "safe harbor"
conditions set forth in Rule 53 under the Act. In accordance
with Rule 53(a)(1), Entergy's "aggregate investment" in exempt
wholesale generators ("EWGs") and foreign utility companies
("FUCOs") at September 30, 1994 was approximately $175.7 million,
representing approximately 7.5% of the Entergy System's
consolidated retained earnings as of such date. Furthermore,
Entergy has complied 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 System's domestic public
utility companies render services to affiliated EWGs and FUCOs.
Finally, none of the provisions of Rule 53(b), under which the
provisions of Rule 53 would not be available, have been met."
<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/ Michael G. Thompson
Michael G. Thompson
Senior Vice President,
Chief Legal Officer and
Secretary
ENTERGY POWER, INC.
By: /s/ Michael G. Thompson
Michael G. Thompson
Vice President and Secretary
Dated: February 22, 1995
