File No. 70-8863
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
______________________________________________
AMENDMENT NO. 1
TO
APPLICATION / DECLARATION
WITH RESPECT TO POWER BROKERING AND MARKETING ACTIVITIES
Under The
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________________
Name of Company Filing This Statement And Address of
Principal Executive Offices:
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
Entergy Power Marketing Corp.
900 South Shackleford Road, Suite 210
Little Rock, Arkansas 72211
Name of Top Registered Holding Company Parent of Appli
cant/Declarant:
ENTERGY CORPORATION
Name and Address of Agent for Service:
Frederick F. Nugent, Esq. Laurence M. Hamric
General Counsel General Attorney -- Corporate
Entergy Power Marketing Corp. and Securities
900 South Shackleford Road, Suite 210 Entergy Services, Inc.
Little Rock, Arkansas 72211 639 Loyola Avenue
New Orleans, Louisiana 70113
<PAGE>
ITEM 6: EXHIBITS AND FINANCIAL STATEMENTS
The following exhibit is hereby made a part of the U-1
Application/Declaration filed by Entergy Corporation and
Entergy Power Marketing Corp. in Case No. 70-8863:
Exhibits
* Opinion of Counsel for Entergy Corporation
<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.
Date: June 3, 1996 Entergy Power Marketing Corp.
By: /s/ Frederick F. Nugent
Frederick F. Nugent, Esq.
General Counsel
Entergy Corporation
By: /s/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
May 14, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Entergy Corporation
Ladies and Gentlemen:
Entergy Corporation, a Delaware corporation
("Entergy"), is a registered holding company under the
Public Utility Holding Company Act of 1935, as amended (the
"Act"). Entergy proposes to finance a subsidiary, Entergy
Power Marketing Corporation ("EPMC"), which will engage in a
variety of power brokering and marketing transactions,
including wholesale bulk power transactions and the
provision of financial products and services designed to
meet the evolving needs of customers in competitive markets.
Entergy's investment in EPMC will constitute EPMC's total
capitalization. Entergy and EPMC are filing with the
Securities and Exchange Commission an
Application/Declaration on Form U-1 seeking, among other
things, authority for Entergy to capitalize EPMC in an
amount up to $20 million and to provide up to $150 million
in credit support, i.e., guarantees or other similar
commitments, to EPMC.
This opinion letter is in reference to the actions
to be taken by Entergy. In this connection, and in
accordance with the requirements of Exhibit F to Form U-1, I
have examined the Certificate of Incorporation of Entergy,
the Bylaws of Entergy, each as amended, and such other
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. Energy is a corporation validly organized and
existing under the laws of the State of Delaware.
2. All actions of Entergy necessary to make valid its
investment in EPMC and provision of credit support
for EPMC 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; and
b. all appropriate final action shall have been
taken by the Board of Directors of Entergy, or
a duly appointed committee thereof, and/or an
authorized officer of Entergy, with respect to
the proposed transactions.
3. When the foregoing steps have been taken and
assuming that the proposed transaction is
consummated in accordance with the Application-
Declaration and related orders of the Commission:
a. Entergy will have complied with all state laws
applicable to the proposed transactions;
b. Entergy will have legally acquired the common
stock of EPMC; and
c. the consummation of the proposed transactions
will not have violated the rights of the
holders of any securities issued by Entergy or
any associate company thereof.
I consent to the filing of this opinion as an
exhibit to the Application-Declaration on Form U-1 of
Entergy and EPMC.
Yours very truly,
/s/Laurence M. Hamric
Laurence M. Hamric
General Attorney - Corporate
and Securities
Entergy Services, Inc.
