File No. 70-8331
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
__________________________________
AMENDMENT NO. 2
TO
APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
__________________________________
System Fuels, Inc. Entergy Corporation
639 Loyola Avenue 225 Baronne Street
New Orleans, Louisiana 70113 New Orleans, Louisiana 70112
(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)
__________________________________
Glenn E. Harder Glenn E. Harder
Treasurer Treasurer
Entergy Corporation System Fuels, Inc.
225 Baronne Street 639 Loyola Avenue
New Orleans, Louisiana 70112 New Orleans, Louisiana 70113
(Names and addresses of agents for service)
__________________________________
<PAGE>
The Commission is also requested to send copies of any
communications in connection with this matter to:
Gary S. Hofman Thomas J. Igoe, Jr., Esq.
Entergy Services, Inc. Reid & Priest
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
Laurence M. Hamric, Esq.
General Attorney -
Corporate and Securities
Entergy Services, Inc.
225 Baronne Street
New Orleans, Louisiana 70112
<PAGE>
Item 1. Description of Proposed Transactions.
Section D. Use of Proceeds of Item 1 of the
Application-Declaration, as previously amended, is hereby further
amended to read as follows:
"SFI intends to use the proceeds of the borrowings
proposed herein for the repayment from time to time of borrowings
effected by SFI through the Money Pool (which borrowings
aggregated $25,330,000 as of December 31, 1993), for the
repayment of other borrowings effected by SFI from time to time
pursuant to authorization of the Commission, for financing the
acquisition and ownership of fuel and related facilities to serve
the needs of SFI's Parents (Arkansas Power & Light Company,
Louisiana Power & Light Company, Mississippi Power & Light
Company and New Orleans Public Service Inc.), for working capital
purposes and for other corporate purposes in connection with
SFI's fuel supply business."
<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.
SYSTEM FUELS, INC.
By: /s/ Glenn E. Harder
Glenn E. Harder
Treasurer and
Assistant Secretary
ENTERGY CORPORATION
By: /s/ Glenn E. Harder
Glenn E. Harder
Treasurer
Dated: March 16, 1994
