File No. 70-8839
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to the Form U-1/A
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
(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)
___________________________________
Edwin Lupberger William J. Regan, Jr.
Chairman of the Board, Vice President and
President Treasurer
and Chief Executive Officer Entergy Corporation
Entergy Corporation 639 Loyola Avenue
639 Loyola Avenue New Orleans, LA 70113
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:
Laurence M. Hamric, Esq.
Ann G. Roy, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
Item 6 is amended in its entirety as follows:
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
*A-1 Certificate of Incorporation of Entergy
Corporation dated December 31, 1993
(Exhibit A-1(a) to Rule 24 Certificate
in 70-8959).
*A-2 Bylaws of the Company effective August
25, 1992 and as presently in effect
(Exhibit A-2(a) to Rule 24 Certificate
in 70-8959).
*B-1 The Entergy Corporation Dividend
Reinvestment and Stock Purchase Plan
(contained in Registration Statement
No. 333-02503 filed as Exhibit C-1
hereto).
*C-1 Registration Statement No. 333-02503
relating to the Entergy Corporation
Dividend Reinvestment and Stock
Purchase Plan.
F-1 Opinion of Laurence M. Hamric, Esq.,
General Attorney, Corporate &
Securities, Entergy Services, Inc.
*H-1 Suggested form of Notice of Proposed
Transaction in the Federal Register
(Filed previously in file No. 70-8839).
* Incorporated by reference.
<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
By: /s/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated April 16, 1996
Exhibit F-1
New Orleans,
Louisiana
April 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Entergy Corporation, a Delaware corporation (the
"Company"), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended, (the "Act")
proposes to issue and sell up to 10,000,000 shares of its
authorized but unissued common stock, par value $.01 per
share ("Common Stock") pursuant to the Entergy Corporation
Dividend Reinvestment and Stock Purchase Plan (the "Plan").
In this connection, I have examined the Certificate of
Incorporation of the Company, the bylaws of the Company,
each as amended, the Plan documents, the description of the
Plan contained in the Registration Statement filed on Form S-
3 pursuant to the Securities Act of 1933, as amended, with
respect to the Plan (Registration No. 333-02503) (the
"Registration Statement") and other such documents,
certificates and corporate records, and such matters of law,
as I have deemed necessary for the purpose of rendering this
opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a
corporation validly organized and existing under
the laws of the State of Delaware.
2. All actions
necessary to make valid the issuance and sale by
the Company of the Common Stock pursuant to the
Plan described above will have been taken when:
(a) the
Application-Declaration shall have been granted
and permitted to become effective in accordance
with the applicable provisions of the Act;
(b) the
Registration Statement pursuant to which the
Common Stock has been registered under the
Securities Act of 1933, as amended, shall have
been duly filed and has become effective; and
(c) all
appropriate final action shall have been taken
by the board of directors, or duly appointed
committee thereof, and/or an authorized officer
of the Company with respect to the proposed
transactions.
3. When the foregoing steps have been taken and
assuming (i) the proposed transaction is
consummated in accordance with the Application-
Declaration and related orders of the Commission,
(ii) the Common Stock is duly registered under the
Securities Act of 1933, as amended, and the
Registration Statement with respect thereto has
been filed, becomes and remains effective, (iii)
the Board of Directors of the Company, or duly
appointed committee, and/or an authorized officer,
shall have authorized the issuance and sale of the
Common Stock pursuant to and in accordance with the
Plan, (iv) the Common Stock upon issuance is duly
credited to the Plan participants by the
administrator of the Plan, (v) with respect to the
certificated shares of Common Stock issued pursuant
to the Plan, the certificates representing those
shares have been duly executed, countersigned, and
registered and delivered, and (vi) the
consideration therefore shall have been duly
received and accepted by the Company:
(a) all state
laws that relate or are applicable to the
proposed transaction (other than so called
"blue-sky" laws or similar laws upon which I do
not pass herein) will have been complied with;
(b) the Common
Stock will be validly issued, fully paid and
non-accessible, and the holders thereof will be
entitled to the rights and privileges
appertaining thereto set forth in the Company's
Certificate of Incorporation, as amended; and
(c) the
consummation of the proposed transaction by the
Company will not violate the legal rights of
the holders of any securities issued by the
Company.
I consent to the filing of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Laurence M. Hamric
Laurence M. Hamric
Corporate and Securities
Entergy Services, Inc.
