File No. 70-8845
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
____________________________
AMENDMENT NO. 3
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
Item 1. Description of Proposed Transaction.
Footnote 5 in Item 1 of the Declaration on Form U-1 in this
File is hereby amended and restated to read in its entirety as
follows:
"Pursuant to Section 170 of the Delaware General Corporation Law
("DGCL"), the directors of EPI may declare a dividend from
"surplus". Section 154 of the DGCL defines surplus as a
corporation's assets in excess of its liabilities plus stated
capital. In this regard, as of December 31, 1995, EPI had stated
capital in the amount of $55,000, a deficit in retained earnings
of approximately $77,772,000 and other paid-in capital of
approximately $249,950,000. Therefore, at December 31, 1995, EPI
had a surplus of approximately $172,179,000 (i.e., the excess of
$249,071,000 in total assets over $55,000 in stated capital plus
$51,837,000 in total liabilities). However, authority is
requested herein for EPI to pay up to $55 million of such surplus
to Entergy."
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: June 17, 1996
