File No. 70-8761
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
Amendment No. 1
to
Form U-1
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
________________________________
Entergy Arkansas, Inc.
425 West Capitol Avenue
Little Rock, Arkansas 72201
(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 Arkansas, Inc.
425 West Capitol Avenue
Little Rock, Arkansas 72201
(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. John T. Hood, Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
<PAGE>
Item 5. Procedure.
The first paragraph of Item 5 of the Application-
Declaration is hereby supplemented to include the following at
the end of such paragraph:
"Entergy Arkansas, Inc. (formerly Arkansas Power &
Light Company) further requests that it be authorized to
consummate the proposed acquisition of the Shares by no later
than December 31, 1996."
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
D-2 Order of the Arkansas Public Service Commission
authorizing the proposed acquisition of
the Shares.
<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 ARKANSAS, INC.
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: May 1, 1996
Exhibit D-2
BEFORE THE
ARKANSAS PUBLIC SERVICE COMMISSION
IN THE MATTER OF THE APPLICATION )
OF ARKANSAS POWER & LIGHT COMPANY )
FOR AUTHORIZATION TO PURCHASE ) DOCKET NO. 95-649-U
COMMON STOCK OF THE ARKLAHOMA ) ORDER NO. 1
CORPORATION )
ORDER
On December 14, 1995, Arkansas Power & Light Company ("AP&L")
filed an Application and supporting testimony of Mr. Edgar B. Daigle,
Jr. requesting authorization to purchase 68 shares of common stock of
the Arklahoma Corporation from Oklahoma Gas & Electric Company
("OG&E"). AP&L states that OG&E requested the purchase in order to
facilitate the formation by OG&E of a holding company exempt from the
registration requirements of the Holding Company Act. OG&E believes
that if it reduces its percentage ownership of Arklahoma common stock
to less than 5%, by selling 68 shares to AP&L and 78 shares to
Southwestern Electric Power Company, Arklahoma will not be deemed an
"affiliate" of OG&E for purposes of the Holding Company Act. Mr.
Daigle testifies that AP&L needs the transmission line that is owned
by Arklahoma to continue to provide adequate electric service to a
significant portion of AP&L's customers in that area.
On April 9, 1996, Mr. Phil Young, Public Utility Analyst for the
General Staff of the Commission, filed testimony not opposing AP&L's
Application. Mr. Young states that his recommendation is based on
the assurances provided by AP&L and OG&E that Arkansas ratepayers
will not bear the costs of the investment by AP&L or the costs
related to the transactions.
The Commission finds that based on the assurance provided by
AP&L and OG&E in both this docket and Docket No. 95-499-U, AP&L's
Application does not represent any harm to Arkansas ratepayers and is
hereby approved.
BY ORDER OF THE COMMISSION
This 17th day of April, 1996.
Sam I. Bratton, Jr., Chairman
Patricia S. Qualls, Commissioner
Julius D. Kearney, Commission
Jan Sanders
Secretary of the Commission
