File No. 70-8903
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 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
<PAGE>
Item 1. Description of Proposed Transactions.
The last full paragraph of Item 1 of the
Application-Declaration is deleted in its entirety and
replaced with the following to be inserted immediately
before the supplemental paragraph added by Amendment No. 1
to this Application Declaration:
Entergy demonstrates compliance with the standards
of Rule 53 as follows:
(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 in
EWGs and FUCOs, on a pro forma basis, would have been
approximately 49.92% of Entergy's consolidated retained
earnings (as defined in Rule 53).<FN1>
(2) Entergy maintains books and records to
identify investments in and earnings from any EWG or FUCO in
which it directly or indirectly holds an interest.
(3) For each FUCO or foreign EWG that is a
majority-owned subsidiary company (as defined in Rule 53) of
Entergy, and for each United States EWG in which Entergy
directly or indirectly holds an interest, the books and
records are and will continue to be kept, and financial
statements are and will continue to be prepared, in
accordance with generally accepted accounting principles
("GAAP"), and Entergy will undertake to provide the
Commission access to such books and records and financial
statements (in English) as the Commission may request.
(4) For each FUCO or foreign EWG in which Entergy
directly or indirectly owns 50% or less of the voting
securities, Entergy has caused, and in the future will
proceed in good faith, to the extent reasonable under the
circumstances, to cause the books and records to be kept,
and financial statements to be prepared, in accordance with
GAAP, and has given and will in the future cause the
Commission to be given access to such books and records and
financial statements (in English) as the Commission may
request. In any event, Entergy has made and will make
available to the Commission any books and records of such
entity that are available to Entergy. If such books and
records and financial statements are maintained according to
a comprehensive body of accounting principles other than
GAAP, Entergy will, upon request, describe and quantify each
material variation from GAAP. Entergy currently has
investments of 50% or less in each of three FUCOs located in
Argentina, the books and records and financial statements of
which are kept and prepared in accordance with GAAP .
(5) Less than 2 % of the employees of Entergy's
domestic public-utility company subsidiaries render or will
render services, at any one time, directly or indirectly, to
EWGs or FUCOs in which Entergy has a direct or indirect
interest.
(6) Entergy has submitted or will submit a copy
of this Declaration to the Federal Energy Regulatory
Commission and to each of the public service commissions
having jurisdiction over the retail rates of Entergy's
public utility company subsidiaries.
(7) Neither Entergy nor any subsidiary company
thereof has been the subject of a bankruptcy or similar
proceeding.
(8) Average consolidated retained earnings of
Entergy for the four most recent quarterly periods 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 ($747.4 million) was
approximately 4.61% of total capital invested in utility
operations at that date ($16.2 billion).
(9) Entergy's reported operating losses for the
fiscal year ended December 31, 1995 attributable to its
direct or indirect EWG and FUCO investments totaled $16.973
million, which is -0.75% of consolidated retained earnings.
As of September 30, 1996, reported operating earnings for
the nine-month period then ended attributable to direct or
indirect EWG and FUCO investments were $10.7 million, or
0.47% of consolidated retained earnings at that date.
<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 15, 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.
