<PAGE>
File No. 70-8863
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
______________________________________________
AMENDMENT NO. 5
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
Parkwood 2 Building, Suite 325
10055 Grogans Mill Road
The Woodlands, TX 77380
Name of Top Registered Holding Company Parent of Appli
cant/Declarant:
ENTERGY CORPORATION
Name and Address of Agent for Service:
Christopher J. Bernard, Esq. Laurence M. Hamric
General Counsel General Attorney -- Corporate
Entergy Power Marketing Corp. and Securities
Parkwood 2 Building, Suite 325 Entergy Services, Inc.
10055 Grogans Mill Road 639 Loyola Avenue
The Woodlands, TX 77380 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
C. Proposed Transactions
In the first full paragraph on page 8, the
first sentence and the following citation are deleted1
and replaced with the following:
"EPMC intends to engage in the provision of
brokering services with associate companies."
E. Financial Matters
The following paragraph is added below the
single paragraph now contained in this section:
"Since this application was filed, rule 58
under the Act has been adopted. Because of the nature of
the activities in which EPMC proposes to engage, EPMC may
be an "energy related company" for purposes of the rule
and, absent a specific order to the contrary, Entergy's
investment in EPMC made pursuant to this order would
count toward the rule's investment limitation. Because
of the limited amount of the investments proposed in this
application, EPMC proposes that Entergy's investments in
EPMC that are proposed in this application should be
excluded for purposes of calculating the investment cap
under rule 58."
<PAGE>
SIGNATURE:
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has
duly caused this statement to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: June 6, 1997 Entergy Power Marketing Corp.
/s/Christopher J. Bernard
By: Christopher J. Bernard
General Counsel
Entergy Corporation
/s/William J. Regan, Jr.
By: William J. Regan, Jr.
Vice President and Treasurer
Certificate of Service
<PAGE>
I, Michael A. Bardee, certify that copies of
the foregoing Amendment No. 5 were served upon the follow
ing by first-class mail, postage prepaid. Dated at Wash
ington, D.C. this 6th day of June 1997.
/s/Michael A. Bardee
Michael A. Bardee
Kenneth M. Carter, Esq. Mary W. Cochran
Karen R. Carter, Esq. General Counsel
Carter & Cates Arkansas Public Service Commission
Suite 1230 - Energy Centre 1000 Center Street
1100 Poydras Street P.O. Box 400
New Orleans, LA 70163 Little Rock, AR 72203
Jacquelyn Frick, Director D. David Slaton
Council Utilities Chief Administrative
Regulatory Office Law Judge
City Hall - Room 6E07 Arkansas Public Service Commission
1300 Perdido Street 1000 Center Street
New Orleans, LA 70112 P.O. Box 400
Little Rock, AR 72203
Sherry A. Quirk, Esq.
Montina M. Cole, Esq.
Verner, Liipfert, Bernhard,
McPherson and Hand, Chartered
901 15th Street, N.W.
Washington, D.C. 20005
Avis Marie Russell
City Attorney
Law Department
City Hall -Room 5E01
1300 Perdido Street
New Orleans, LA 70112
_______________________________
1 Specifically, the deleted material is as follows:
"Like Energy Alliance Partnership, EPMC intends to
engage in the above-described energy transactions,
including the provision of brokering services to its
associate companies. See CNG at 4."