ENTERGY CORP /DE/
U-1/A, 1995-07-28
ELECTRIC SERVICES
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                                        File No. 70-8529

          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              Arkansas Power & Light Company
639 Loyola Avenue                425 West Capitol Avenue
New Orleans, Louisiana  70113    Little Rock, Arkansas  72201
                                 
Entergy Services, Inc.           Louisiana Power & Light Company
639 Loyola Avenue                639 Loyola Avenue
New Orleans, Louisiana  70113    New Orleans, Louisiana  70113
                                 
System Fuels, Inc.               Mississippi Power & Light Company
350 Pine Street                  308 East Pearl Street
Beaumont, Texas  77701           Jackson, Mississippi  39215
                                 
Entergy Enterprises, Inc.        New Orleans Public Service Inc.
900 South Shackleford Road       639 Loyola Avenue
Little Rock, Arkansas  72211     New Orleans, Louisiana  70113
                                 
Gulf States Utilities Company    Entergy Power, Inc.
350 Pine Street                  900 South Shackleford Road
Beaumont, Texas  77701           Little Rock, Arkansas  72211
                                 
System Energy Resources, Inc.    Entergy Operations, Inc.
1340 Echelon Parkway             1340 Echelon Parkway
Jackson, Mississippi  39213      Jackson, Mississippi  39213



     (Names of companies filing this statement and
       addresses of principal executive offices)
           _________________________________

                  Entergy Corporation

    (Name of top registered holding company parent
            of each applicant or declarant)
           _________________________________


Gerald D. McInvale                  John J. Cordaro
Executive Vice President and        President
Chief Financial Officer             New Orleans Public Service Inc.
Entergy Corporation                 639 Loyola Avenue
639 Loyola Avenue                   New Orleans, Louisiana  70113
New Orleans, Louisiana  70113
                                    
Jerry D. Jackson                    Donald C. Hintz
Executive Vice President            President and Chief Executive Officer
Entergy Services, Inc.              System Energy Resources, Inc.
639 Loyola Avenue                   1340 Echelon Parkway
New Orleans, Louisiana  70113       Jackson, Mississippi  39213
                                    
R. Drake Keith                      Donald C. Hintz
President                           President and Chief Executive Officer
Arkansas Power & Light Company      Entergy Operations, Inc.
425 West Capitol Avenue             1340 Echelon Parkway
Little Rock, Arkansas  72201        Jackson, Mississippi  39213
                                    
Frank Gallaher                      A. James Champagne
President                           President and Chief Executive Officer
Gulf States Utilities Company       System Fuels, Inc.
350 Pine Street                     350 Pine Street
Beaumont, Texas  77701              Beaumont, Texas  77701
                                    
John J. Cordaro                     Gerald D. McInvale
President                           Executive Vice President, Chief
Louisiana Power & Light Company     Financial Officer and Treasurer
639 Loyola Avenue                   Entergy Enterprises, Inc.
New Orleans, Louisiana  70113       900 South Shackleford Road
                                    Little Rock, Arkansas  72211
                                    
Donald E. Meiners                   Terry L. Ogletree
President                           President and Chief Operating Officer
Mississippi Power & Light Company   Entergy Power, Inc.
308 East Pearl Street               900 South Shackleford Road
Jackson, Mississippi  39215         Little Rock, Arkansas  72211
                                    
                           
      (Names and addresses of agents for service)
           _________________________________

The Commission is also requested to send copies of any
  communications  in connection with this matter to:
                           

Kent R. Foster                     Laurence M. Hamric, Esq.
Kay K. Arnold                      J. Wayne Anderson, Esq.
Entergy Services, Inc.             Entergy Services, Inc.
P.O. Box 8082                      639 Loyola Avenue
Little Rock, AR  72203             New Orleans, LA  70113


              William T. Baker, Jr., Esq.
                     Reid & Priest
                  40 West 57th Street
                  New York, NY  10019

<PAGE>

Item 6.   Exhibits and Financial Statements.

          (a)  Exhibits:

               F.   Opinion of Counsel for the Applicants-
                    Declarants.


<PAGE>
                           SIGNATURES

          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 its behalf by the

undersigned thereunto duly authorized.



                              ENTERGY CORPORATION
                              
                              
                              By:       /s/ Michael G. Thompson
                                         Michael G. Thompson
                               Senior Vice President, General Counsel
                                            and Secretary
                              
                              ENTERGY ENTERPRISES, INC.
                              
                              
                              By:       /s/ Michael G. Thompson
                                         Michael G. Thompson
                               Senior Vice President-Law and Secretary
                              
                              ENTERGY OPERATIONS, INC.
                              
                              
                              By:    /s/ William J. Regan, Jr.
                                        William J. Regan, Jr.
                                    Vice President and Treasurer
                              
                              ENTERGY POWER, INC.
                              
                              
                              By:       /s/ Michael G. Thompson
                                         Michael G. Thompson
                                    Vice President and Secretary
                              
                              ENTERGY SERVICES, INC.
                              
                              
                              By:       /s/ Michael G. Thompson
                                         Michael G. Thompson
                              Senior Vice President and General Counsel

                              ARKANSAS POWER & LIGHT COMPANY
                              GULF STATES UTILITIES COMPANY
                              LOUISIANA POWER & LIGHT COMPANY
                              MISSISSIPPI POWER & LIGHT COMPANY
                              NEW ORLEANS PUBLIC SERVICE INC.
                              
                              
                              By:       /s/ Michael G. Thompson
                                         Michael G. Thompson
                               Senior Vice President, General Counsel
                                            and Secretary
                              
                              
                              SYSTEM FUELS, INC.
                              
                              
                                  By:     /s/ William J. Regan, Jr.
                                        William J. Regan, Jr.
                                    Vice President and Treasurer
                              
                              SYSTEM ENERGY RESOURCES, INC.
                              
                              
                              By:    /s/ William J. Regan, Jr.
                                        William J. Regan, Jr.
                                    Vice President and Treasurer


Dated:  July 28, 1995



                                                            
                                                            
                                                            
                                                   Exhibit F
                                                            
                                                            
                        July 28, 1995
                              
                              
Securities and Exchange Commission
Washington, D. C.  20549

Re:   Application-Declaration on Form U-1 of
      Entergy Corporation, et al. (File No. 70-8529)

Gentlemen:

I am legal counsel for Entergy Corporation, Entergy
Services, Inc., System Fuels, Inc., Entergy Enterprises,
Inc., Gulf States Utilities Company, System Energy
Resources, Inc., Arkansas Power & Light Company, Louisiana
Power & Light Company, Mississippi Power & Light Company,
New Orleans Public Service, Inc., Entergy Power, Inc., and
Entergy Operations, Inc. and am familiar with the
participation of Entergy Corporation and its above-named
subsidiaries in the matters described in Item 1 of the
Application-Declaration on Form U-1, as amended, filed with
the Securities and Exchange Commission on November 21, 1994,
under the Public Utility Holding Company Act of 1935 in File
No. 70-8529, relating generally to transactions between
Entergy Corporation's Non-Utility Businesses and its
Regulated Utilities (as such terms are therein defined).

This is to advise you that, in my opinion, in the event the
proposed transactions, as aforesaid, are carried out in
accordance with the Application-Declaration and the order of
the Commission permitting the Application-Declaration to
become effective, (a) insofar as the participation by
Entergy, and its above-named subsidiaries in said
transaction is concerned, all laws applicable thereto will
have been complied with; and (b) the consummation of the
proposed transaction 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 Louisiana, Texas and Virginia Bars and
do not hold myself out as an expert on the laws of any other
states.

I hereby consent to the use of this opinion as an exhibit to
the Application-Declaration.

Very truly yours,

/s/ Laurence M. Hamric

Laurence M. Hamric



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