File No. 70-9189
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-l/A
Amendment No. 4
___________________________________
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. Esq.
Ann G. Roy, Esq. Reid & Priest LLP
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, NY 10019
New Orleans, LA 70113
<PAGE>
Item 1. Description of Proposed Transactions.
Section D Form U-1, Compliance with Rules 53 and 54, is
hereby amended by the addition of the following paragraphs:
On March 20, 1995, Standard & Poors ("S&P"), lowered
the ratings of Entergy Gulf States, Inc. ("GSU", formerly
Gulf States Utilities Company) as follows:
Senior Secured Debt to triple `B' minus from triple `B'
Senior Unsecured Debt and Preferred Stock from double
`B'from triple `B'
minus
Preference Stock to double `B' from double `B' plus
S&P's stated reasons for the downgrade were as follows:
"The downgrade results from decision by the Public
Utilities Commission of Texas (PUCT) to reduce GSU's
rates by $52.9 million. The reduction is less than the
$93 million originally proposed by the hearing
examiner. The rate change includes reductions
associated with calculating rates based on "actual
taxes paid methodology", the premium paid for the power
purchased from the Nelson Plant, a small disallowance
of certain River Bend operation and maintenance costs,
and certain amount associated with allocation of costs.
The rate reduction coupled with the financial pressures
resulting from the Cajun Electric bankruptcy filing
with rate of recovery of the utility from financial
stress resulting from large debt burden incurred from
the construction of River Bend Nuclear Station. Funds
from operations interest coverage is projected to be
weak for the rating in the near term. The utility is
expected to aggressively control costs during the
recovery period and reduce dividends of to Entergy
Corp., to mitigate the effects of the rate reductions."
March 31, 1995, Moody's Investors Service ("Moody's")
downgraded GSU's First Mortgage Bonds to Baa3 from Baa2;
debentures and senior unsecured pollution control bonds to
Ba1 from Baa3; and preferred stock to ba1 from baa3.
Moody's stated reasons for the downgrade were as follows:
On Monday, March 20, the PUCT ordered an annual rate
reduction of $52.9 [sic] million in GSU's Texas service
territory. Moody's believes that this rollback, when
combined with the prior rate rollbacks of $20 million
in 1993 and $20 million in 1994, hinders substantially
the financial flexibility of GSU going forward. In
addition, Moody's notes that GSU is facing a myriad of
other uncertainties, including the ultimate resolution
of the Cajun lawsuit, ramifications of the Cajun
bankruptcy on River Bend operations, potential River
Bend asset write-downs, merger related write-offs and
regulatory proceeds with negative implications in its
Louisiana service territory. Final arguments in the
Cajun lawsuit were heard on March 17, 1995, and it is
unclear as to how long the judge, who is also the
bankruptcy judge in the Cajun Chapter 11 filing will
take to issue a decision. Moody's believes that even a
dismissal of the lawsuit will result in at least a
write-off of the operating and maintenance expenses
owed to GSU for River Bend."
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 4 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: July 13, 1998
