File No. 70-9189
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-l/A
Amendment No. 3
___________________________________
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)
___________________________________
Naomi Nakagama
Senior Vice President-Finance and Treasurer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 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:
Laurence M. Hamric, Esq. William T. Baker, Jr.
Ann G. Roy, Esq. Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, LA 70113 New York, NY 10019
<PAGE>
Item 1. Description of Proposed Transactions.
Section D Form U-1, Compliance with Rules 53 and 54, is
hereby amended and by deletion of the last sentence of the
second paragraph and the substitution of the following
sentence:
Entergy states that, but for the windfall profits tax,
aggregate earnings from EWGs and FUCOs would have made a
positive contribution to Entergy's retained earnings for the
year ended December 31, 1997.
Section D is further amended by deletion of $883 in the
fourth line of paragraph 5 aand the substitution of $904.7,
and by the deletion of $811.5 in the eighth line of
paragraph 5 and the substitution of $833.1.
Section E is amended by the addition of the following
sentence at the end of the paragraph:
Entergy further states that as of September 30, 1992,
before the original investment by Entergy in EWGs or FUCOs,
Entergy's consolidated debt to total capital ratio was 54.6%
and its consolidated equity to total capital ratio was
45.4%, and as of March 31, 1998, Entergy's consolidated debt
to total capital ratio was 57.1% and its consolidated equity
to total capital ratio was 42.9%.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 3 to the Application/Declaration 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, General Counsel
and Secretary
Dated: June 29, 1998
