File No. 70-8977
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, 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)
______________________________
Gerald D. McInvale
Sr. Vice President and Chief Financial Officer
Entergy Corporation
P.O. Box 61005
New Orleans, Louisiana 70161
(Name and address of agent for service)
________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq.
Mark W. Hoffman, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
<PAGE>
Item 2. Fees, Commissions and Expenses
The fees, commissions and expenses to be paid or
incurred, directly or indirectly, in connection with the
proposed transactions are estimated to be $301,000,
consisting of an estimated filing fee of $17,000 in
connection with the filing of an additional Registration
Statement with the Securities and Exchange Commission, fees
and expenses of Entergy Services, Inc. (including in-house
counsel) estimated at $149,000, brokers' commissions
estimated at $50,000, transfer agent's estimated fees of
$19,000, estimated printing expenses of $39,000, and stock
exchange listing fees estimated at $27,000.
Item 6. Exhibits and Financial Statements
(a) Exhibits:
F. Opinion of Counsel (Laurence M. Hamric,
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/ Michael G. Thompson
Michael G. Thompson
Senior Vice President and
Chief Legal Officer
Dated:January 30, 1997
Exhibit F
[Letterhead of Entergy Services, Inc.]
January 30, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am General Attorney-Corporate and Securities for
Entergy Services, Inc. and have acted as counsel for Entergy
Corporation ("Entergy") in connection with the transactions
proposed in the Application-Declaration on Form U-1 (the
"Application-Declaration"), filed by Entergy with the Securities
and Exchange Commission (the "Commission") under the provisions
of the Public Utility Holding Company Act of 1935 in File No. 70-
8977, relating, among other things, to (i) the renewal and
extension by Entergy of the Entergy Stock Investment Plan
("Investment Plan") for an additional three (3) year period
commending April 1, 1997 and terminating March 30, 2000, and (ii)
the proposed acquisition by Entergy of up to an aggregate maximum
of 4,000,000 shares of its common stock, $.01 par value (the
"Common Stock") and (iii) the sale of the Common Stock pursuant
to the Investment Plan either from shares acquired by Entergy on
the open market and held as treasury shares or from shares
previously authorized but unissued.
This is to advise you that, based on the foregoing, in
my opinion:
1. Entergy has been duly incorporated and
is validly existing as a corporation in good
standing under the laws of the State of Delaware.
2. Provided that (i) the proposed
transactions are consummated in accordance with
the Application-Declaration and the Commission's
orders with respect thereto, (ii) the proposed
acquisition of Entergy's Common Stock, and
issuance and/or sale of Common Stock, are effected
in accordance with (a) Entergy's Certificate of
Incorporation (the "Certificate of
Incorporation"), (b) the terms of the Investment
Plan, (c) the provisions of the Delaware General
Corporation Law, and (d) applicable resolutions to
be adopted by Entergy's Board of Directors, and
(iii) applicable securities laws are complied with
in connection with any such acquisition and any
such issuance and/or sale:
(a) all State laws that are
applicable to the proposed acquisition
and issuance and/or sale of Common Stock
will have been complied with;
(b) To the extent shares of
Common Stock to satisfy the requirements
of the Plan are purchased on the open
market, Entergy will have legally
acquired the shares of Common Stock to
be purchased by it;
(c) the shares of Common
Stock issued and/or sold by Entergy for
purposes of the Investment Plan will be
validly issued, fully paid and non-
assessable, and the holders thereof will
be entitled to the rights and privileges
pertaining thereto as set forth in the
Certificate of Incorporation, except to
the extent such rights and privileges
may be affected by the terms of the
Investment Plan; and
(d) the consummation of the
proposed transactions by Entergy will
not violate the legal rights of the
holders of any securities issued by
Entergy or any associate company
thereof.
This opinion does not pass upon the "blue sky" laws
that may apply to the distribution of the Common Stock.
I am a member of the Louisiana, Texas and Virginia Bars
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-Declaration.
Very truly yours,
/s/ Laurence M. Hamric
LAURENCE M. HAMRIC
