File No. 70-8871
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
____________________________
AMENDMENT NO. 1
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)
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____________________________
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
<PAGE>
Item 1. Description of Proposed Transaction.
Item 1 of the Declaration on Form U-1 in this File is hereby
amended to add as a new third paragraph under Part C thereof the
following:
"The Declarants represent that, upon effecting any of the
proposed payments to Entergy, EPI's equity capital will not fall
below 30% of its total capitalization. In this connection, EPI's
capital structure consists entirely of equity funds provided by
its parent, Entergy. EPI has no current plans to engage in debt
financing during the period through December 31, 1998. The
Declarants further represent that EPI's cash position after any
such payments will be sufficient to allow EPI to continue to meet
its projected capital requirements and other obligations.
Therefore, the proposed payments will not be detrimental to the
financial integrity or working capital of EPI. The proposed
payments are also in the best interests of Entergy, EPI's sole
shareholder."
Item 3. Fees, Commissions and Expenses.
The fees, commission and expenses expected to be paid or
incurred, directly or indirectly, in connection with the proposed
transactions are estimated to be approximately $37,000, including
the filing fee of the Commission of $2,000, and fees and expenses
of counsel of approximately $35,000.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
F - Opinion of Frederick F. Nugent, Esq.
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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 CORPORATION
By: /s/Gerald D. McInvale
Name: Gerald D. McInvale
Title: Executive Vice President and
Chief Financial Officer
ENTERGY POWER, INC.
By: /s/Gerald D. McInvale
Name: Gerald D. McInvale
Title: Vice President and Treasurer
Dated: July 17, 1996
EXHIBIT F
July 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8871
Entergy Power, Inc.; Entergy Corporation - Declaration
with Respect to Sale of Utility Assets and Payment
of Dividends from Unearned Surplus
Ladies and Gentlemen:
I am Assistant Secretary for Entergy Power, Inc. ("EPI") and
am familiar with the transactions described and proposed (the
"Proposed Transactions") in the Declaration on Form U-1, as
amended (the "Declaration"), filed with the Securities and
Exchange Commission (the "Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), in the above-
referenced File. I have examined, among other things, the
Declaration and such other documents, certificates and corporate
records, and such matters of law, as I have deemed necessary to
form the basis of this opinion.
Based upon the foregoing, it is my opinion that:
1. All actions necessary to make valid the Proposed
Transactions will have been taken when: (i) the Declaration shall
have been permitted to become effective in accordance with the
applicable provisions of the Act; and (ii) all appropriate final
action authorizing the Proposed Transactions shall have been
taken by the Board of Directors of EPI or by a duly authorized
committee thereof.
2. When the foregoing steps have been taken, and assuming the
Proposed Transactions are consummated in accordance with the
Declaration and the related order or orders of the Commission:
(i) all state laws applicable to the Proposed Transactions will
have been complied with; (ii) EPI may lawfully (x) effect the
sale of utility assets, and (y) make the distributions to Entergy
Corporation out of the unused proceeds of such sale, in each case
as described in the Declaration; and (iii) the consummation of
the Proposed Transactions will not violate the legal rights of
the holders of any securities issued by EPI 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 Declaration.
Very truly yours,
/s/ Frederick F. Nugent
Frederick F. Nugent
