File No. 70-8903
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3 to
FORM U-l
DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 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)
William J. Regan, Jr.
Vice President and Treasurer
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
The Commission is also requested to send copies of
communications in connection with this matter to:
Laurence M. Hamric, Esq.
Ann G. Roy, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
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Item 1. Description of Proposed Transactions.
Section 1 and Section 8 of the last full paragraph
of Item 1 of the Application-Declaration, which was inserted
immediately before the supplemental paragraph added by
Amendment No. 1, is deleted in its entirety and replaced
with the following:
(1) At September 30, 1996, assuming full use
would be made of the $500 million of the proposed Credit
Facilities (less $120 million outstanding under the 1995
Credit Agreement) for EWG or FUCO investments, Entergy's
aggregate investment (as defined in Rule 53) of $1.127
billion in EWGs and FUCOs, on a pro forma basis, would have
been approximately 49.92% of Entergy's consolidated retained
earnings of $2,258,416 (as defined in Rule 53).<FN1>
(8) Average consolidated retained earnings of
Entergy for the four most recent quarterly periods ended
September 30, 1996, have not decreased by 10% from the
average for the previous four quarterly periods, and
aggregate investment in EWGs and FUCOs at September 30, 1996
($1.127 billion on a pro forma basis) was approximately
6.96% of total capital invested in utility operations at
that date ($16.2 billion).
<PAGE>
SIGNATURE
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/William J. Regan, Jr.
Name: William J. Regan, Jr.
Title: Vice President and Treasurer
Dated: January 21, 1997
_______________________________
<FN1> Entergy subsequently has paid down the borrowings under
the 1995 Credit Agreement to $0. Without taking into effect
the use of the proceeds of the proposed Credit Facilities,
Entergy's aggregate investments in EWGs and FUCOs as of
September 30, 1996, was $747.4 million or 33% of
consolidated retained earnings. Obviously, Entergy would
not use any proceeds of the proposed Credit Facilities if
such use would cause Entergy to be in violation of Rule 53.
