File No. 70-8863
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
______________________________________________
AMENDMENT NO. 2
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 Applicant/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
The Commission also is requested to send copies of all
notices, orders and communications to:
William S. Scherman
Kathleen A. Foudy
Skadden, Arps, Slate, Meagher & Flom
1440 New York Avenue, N.W.
Washington, D.C. 20005
<PAGE>
ITEM 1: DESCRIPTION OF PROPOSED TRANSACTION
A. Introduction
The last paragraph of Item 1 C is hereby
deleted and replaced with the following:
"EPMC has received an order from the Federal
Energy Regulatory Commission ("FERC") determining that it
is an exempt wholesale generator ("EWG") in accordance
with the requirements of Section 32 of PUHCA. In
accordance with Section 32, Entergy was free to invest in
EPMC without prior Commission approval, provided that
Entergy's investment complied with the requirements of
PUHCA and the Commission's rules implementing PUHCA, in
particular Section 32 of PUHCA and Rule 53. Entergy did
so comply. However, due to uncertainty surrounding the
requirement that exempt wholesale generators be engaged
solely and exclusively in the business of owning and/or
operating eligible facilities and selling electric energy
at wholesale, EPMC intends to notify the FERC that EPMC
no longer seeks to maintain its status as an EWG and
therefore surrenders its EWG status. EPMC will file such
a notice with the FERC, to become effective on the date
EPMC receives the approvals from the Commission requested
herein. A copy of the notice will be filed as an
amendment to this Application. When EPMC surrenders its
EWG status, EPMC will not be a public-utility company.
EPMC will neither own nor operate any facilities used for
the generation, transmission or distribution of electric
energy for sale nor own or operate any facilities used
for the distribution at retail of natural or manufactures
gas for heat, light or power. Nor will EPMC own any
public utility company.
In light of the foregoing, Entergy and EPMC
seek Commission approval for the financing of EPMC's
proposed activities. In addition, Entergy seeks
Commission approval to serve as a guarantor for certain
of EPMC's power marketing activities. Specifically,
Entergy will hold 100% of the authorized and issued
common stock of EPMC. Entergy requests authority to
capitalize EPMC in an amount up to $20 million. At this
time, Entergy has committed $5 million towards EPMC's
capitalization, but requests authority for such
additional capitalization in light of the developing
nature of the power marketing industry. Entergy's
investment will constitute EPMC's total capitalization.
In addition, certain transactions in which EPMC proposes
to engage require that EPMC's participation be
guaranteed. Accordingly, EPMC and Entergy request that
Entergy be permitted to provide up to $150 million in
credit support, i.e., guarantees or other similar
commitments, to EPMC. At this time, Entergy has
committed $50 million in credit support to EPMC. Entergy
requests the additional authorization because, as noted
in CNG, with respect to energy marketing companies,
"parent companies often guarantee their [subsidiary
marketing company's] contractual obligations to provide
financial stability and to enable them to compete
effectively." CNG at 6 n.20. Both Entergy's proposed
investment and credit support are de minimis in relation
to Entergy's consolidated assets, as of December 31,
1995, of approximately $22.5 million."
ITEM 3: APPLICABLE STATUTORY PROVISIONS
Item 3 is hereby deleted and replaced with the
following:
"The following sections of PUHCA are or may be
applicable to the proposed transaction: 6(a), 7, 9(a),
10, 12(b), and 13(b). The following Commission rules may
be applicable to the proposed transaction: 45, 54,
87(b)(1), 90, and 91."
ITEM 6: EXHIBITS AND FINANCIAL STATEMENTS
The following exhibit is hereby made a part of
the U-1 Application/Declaration filed by Entergy Corpora
tion and Entergy Power Marketing Corp. in Case No. 70-
8863:
Exhibits
Notice to Federal Energy Regulatory
Commission of Subsequent Withdrawal of Exempt
Wholesale Generator Status -- to be filed by
amendment.
<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: July 12, 1996 Entergy Power Marketing Corp.
/s/ Frederick F. Nugent
By: Frederick F. Nugent, Esq.
General Counsel
Entergy Corporation
/s/ William J. Regan, Jr.
By: William J. Regan, Jr.
Vice President & Treasurer
