File No. 70-8871
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
____________________________
AMENDMENT NO. 2
To
DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________
Entergy Power, Inc. Entergy Corporation
900 South Shackleford Road 639 Loyola Avenue
Little Rock, AR 72211 New Orleans, LA 70113
(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)
____________________________
Terry L. Ogletree Gerald D. McInvale
President Executive Vice President
Entergy Power, Inc. Chief Financial Officer
900 South Shackleford Road Entergy Corporation
Little Rock, AR 72211 639 Loyola Avenue
New Orleans, LA 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:
Frederick F. Nugent, Esq. Laurence M. Hamric, Esq.
General Counsel General Attorney
Entergy Enterprises, Inc. Entergy Services, Inc.
900 South Shackleford Road 639 Loyola Avenue
Little Rock, AR 72211 New Orleans, LA 70113
Thomas C. Havens, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
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Item 1. Description of Proposed Transaction.
Item 1 of the Declaration on Form U-1 in this File, as
previously amended, is hereby further amended to add as a new
third paragraph under Part B thereof the following:
"In determining a proposed purchase price for the
Uncommitted Capacity, EPI considered, among other factors, (1)
the earnings value of the Uncommitted Capacity to EPI, and its
inability at the current time to find purchasers for all of the
ISES 2 capacity and energy on a medium- or long-term basis, (2)
the net benefits to EPI and Entergy, its sole shareholder, from a
sale of Uncommitted Capacity in light of the resulting reduction
in EPI's allocable share of the capital costs and operating
expenses relating to ISES 2 (based upon EPI's projected
expenditures for the period July 1, 1996 through June 30, 1997,
EPI currently estimates cost savings of approximately $1.1
million annually from the sale of Uncommitted Capacity to CWL),
(3) the value of the Uncommitted Capacity in the marketplace in
relation to comparable electric generating facilities, and (4)
the desire to minimize capital losses from any such sale. Based
upon these and other factors, EPI concluded that a proposed
purchase price equivalent to the depreciated book value of the
Uncommitted Capacity was reasonable and represented not less than
the present market value of the Uncommitted Capacity."
<PAGE>
SIGNATURES
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 POWER, INC.
By: /s/ Michael G. Thompson
Michael G. Thompson
Vice President and Secretary
ENTERGY CORPORATION
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President,
General Counsel and Secretary
Dated: July 26, 1996
