File No. 70-8889
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
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)
____________________________
Terry L. Ogletree Gerald D. McInvale
President Executive Vice President
Entergy Enterprises, Inc. Chief Financial Officer
900 South Shackleford Road Entergy Corporation
Little Rock, AR 72211 639 Loyola Avenue
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:
Frederick F. Nugent, Esq. Laurence M. Hamric, Esq.
General Counsel General Attorney
Entergy Enterprises, Inc. Entergy Services, Inc.
900 South Shackleford Road 639 Loyola Avenue
Little Rock, AR 72211 New Orleans, LA 70113
Thomas C. Havens, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
<PAGE>
Item 3. Fees, Commissions and Expenses.
The fees, commission and expenses expected to be paid or
incurred, directly or indirectly, in connection with the proposed
transactions are estimated to be approximately $10,000, including
the filing fee of the Commission of $2,000, and fees and expenses
of counsel of approximately $8,000.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
F - Opinion of Frederick F. Nugent, Esq.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
ENTERGY CORPORATION
By: /s/ Louis E. Buck, Jr.
Louis E. Buck, Jr.
Vice President, Chief
Accounting Officer and
Assistant Secretary
Dated: September 11, 1996
EXHIBIT F
September 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8889
Entergy Corporation - Application-Declaration
with Respect to Restructuring of Subsidiaries
Ladies and Gentlemen:
I am Assistant Secretary for Entergy Enterprises, Inc. and
am familiar with the transactions described and proposed (the
"Proposed Transactions") in the Application-Declaration on Form U-
1, as amended (the "Application"), filed with the Securities and
Exchange Commission (the "Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), in the above-
referenced File. The Proposed Transactions relate generally to
the restructuring by Entergy Corporation ("Entergy") of its
holdings in its indirect subsidiary company, Entergy Richmond
Power Corporation ("Entergy Richmond"). I have examined, among
other things, the Application and such other documents,
certificates and corporate records, and such matters of law, as I
have deemed necessary to form the basis of this opinion.
Based upon the foregoing, it is my opinion that:
1. Entergy Richmond is a corporation validly organized and duly
existing under the laws of the State of Delaware.
2. All actions necessary to make valid the Proposed
Transactions will have been taken when: (i) the Application shall
have been granted and/or permitted to become effective in
accordance with the applicable provisions of the Act; and (ii)
all requisite final action authorizing the Proposed Transactions
shall have been taken by the Boards of Directors of Entergy,
Entergy Richmond or Entergy Power Development Corporation, or by
duly authorized officers or committees thereof.
3. When the foregoing steps have been taken, and assuming the
Proposed Transactions are consummated in accordance with the
Application and the related order or orders of the Commission:
(i) all state laws applicable to the Proposed Transactions will
have been complied with; (ii) the securities of Entergy Richmond
being acquired by Entergy as described in the Application will be
validly issued, fully paid and nonassessable, and Entergy will be
entitled to the rights and privileges appertaining thereto as
described in Entergy Richmond's charter; (iii) Entergy may
lawfully acquire the securities of Entergy Richmond as described
in the Application; and (iv) the consummation of the Proposed
Transactions 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 Illinois bar and do not hold myself out
as an expert on the laws of any other state.
I hereby consent to the use of this opinion as an exhibit to
the Application.
Very truly yours,
/s/ Frederick F. Nugent
Frederick F. Nugent
