File No. 70-8105
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
_________________________________
POST-EFFECTIVE AMENDMENT NO. 3
to
APPLICATION-DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
Entergy Corporation Entergy Enterprises, Inc.
639 Loyola Avenue Three Financial Centre
New Orleans, LA 70113 900 S. Shackleford Road
Suite 210
Little Rock, AR 72211
(Names of companies filing this statement and
addresses of principal executive offices)
________________________________
Entergy Corporation
(Name of top registered holding company parent
of each applicant or declarant)
________________________________
Jerry D. Jackson
Executive Vice President-Finance
and External Affairs
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
_________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Frederick F. Nugent Laurence M. Hamric
General Counsel General Attorney
Entergy Enterprises, Inc. Entergy Services, Inc.
Three Financial Centre, Suite 210 639 Loyola Avenue
Little Rock, Arkansas 72211 New Orleans, LA 70113
William T. Baker, Jr.
Reid & Priest
40 West 57th Street
New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transactions.
Paragraph 18 of Item 1 of Post-Effective Amendment No.
2 in this File is hereby amended by adding at the end thereof the
following:
"Furthermore, Enterprises undertakes and agrees
that it will pay the full amount of any invoice
received from ESI or any Retail Electric Company for
services rendered to Enterprises within 60 days of the
receipt of such invoice."
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses to be incurred in
connection with this Application-Declaration are estimated to be
$27,000, including the filing fee of the Commission of $2,000,
and fees and expenses of counsel to Entergy Enterprises, Inc.
estimated to be $25,000.
Item 6. Exhibits and Financial Statements.
Exhibits:
F - Opinion of Frederick F. Nugent.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this amendment to be signed on their behalf by the
undersigned thereunto duly authorized.
ENTERGY CORPORATION
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President and
Chief Financial Officer
ENTERGY ENTERPRISES, INC.
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President,
Chief Financial Officer,
Treasurer and (Acting
Chief Operating Officer)
Dated: March 21, 1995
Exhibit F
March 21, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8105
Gentlemen:
I am General Counsel of Entergy Enterprises, Inc.
("Enterprises") and am familiar with the proposed transactions
described in Post-Effective Amendment No. 2 to the Application-
Declaration on Form U-1, as amended, in the above-referenced File
(the "Application"), filed by Entergy Corporation ("Entergy") and
Enterprises with the Securities and Exchange Commission (the
"Commission") under the Public Utility Holding Company Act of
1935, as amended, relating to, among other things, the issuance
and sale by Enterprises, and the acquisition by Entergy, of (i)
additional shares of the capital stock of Enterprises (the
"Common Stock") and (ii) notes or other evidences of indebtedness
of Enterprises (the "Notes"), in each case for purposes of
financing the ongoing business activities of Enterprises, as more
fully described in the Application.
This is to advise you that, in my opinion:
1. Enterprises is a corporation
validly organized and duly existing under the
laws of the State of Delaware.
2. In the event the proposed
transactions are consummated in accordance
with the Application and the order of the
Commission with respect thereto:
(a) all state laws applicable thereto will have
been complied with;
(b) (i) the Common Stock will be validly issued,
fully paid and nonassessable, and the holder thereof will
be entitled to the rights and privileges appertaining
thereto set forth in Enterprises' charter, and (ii) the
Notes will be valid and binding obligations of
Enterprises in accordance with their terms;
(c) Entergy will legally acquire the Common Stock
and the Notes; and
(d) the consummation of the proposed transactions
will not violate the legal rights of the holders of any
securities issued by Entergy or any associate company
thereof.
I am a member of the Illinois bar 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.
Very truly yours,
/s/ Frederick F. Nugent
Frederick F. Nugent
