File No. 70-8535


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM U-1
               __________________________________

                        AMENDMENT NO. 1
                               to
                    APPLICATION-DECLARATION
                             under
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
              ___________________________________

Entergy Corporation                Entergy Power, Inc.
225 Baronne Street                 Three Financial Centre
New Orleans, Louisiana 70112       Little Rock, Arkansas 72211

         (Names of companies filing this statement and
            address of principal executive offices)
               __________________________________

                      Entergy Corporation

       (Name of top registered holding company parent of
                  each applicant or declarant)
               _________________________________

Gerald D. McInvale                 Terry L. Ogletree
Senior Vice President and          President
  Chief Financial Officer          Entergy Power, Inc.
Entergy Corporation                Three Financial Centre
225 Baronne Street                 Little Rock, Arkansas 72211
New Orleans, Louisiana 70112

          (Names and addresses of agents for service)
                ________________________________

     The Commission is also requested to send copies of any
       communications in connection with this matter to:

Laurence M. Hamric                 Frederick F. Nugent
General Attorney                   General Counsel
Entergy Services, Inc.             Entergy Enterprises, Inc.
225 Baronne Street                 Three Financial Centre
New Orleans, Louisiana 70112       Little Rock, Arkansas 72211

                    William T. Baker, Jr.
                    Reid & Priest
                    40 West 57th Street
                    New York, New York 10019




Item 1.   Description of Proposed Transactions.

          The first paragraph of Item 1 of the Application-

Declaration in this File is hereby amended and restated to read

in its entirety as follows:

          "Entergy Corporation ("Entergy"), a registered holding

     company under the Public Utility Holding Company Act of

     1935, as amended (the "Act"), and its bulk power marketing

     subsidiary, Entergy Power, Inc. ("EPI"), hereby request the

     authorization of the Securities and Exchange Commission (the

     "Commission") under the Act for (1) Entergy to effect a

     recapitalization of EPI through the conversion to capital

     contributions of outstanding amounts of principal and

     interest under the loan agreement between Entergy to EPI,

     and (2) Entergy to make additional equity investments in EPI

     from time to time through December 31, 1995 to fund EPI's

     working capital and other capital requirements, all as more

     particularly described below."



Item 2.  Fees, Commissions and Expenses.

          The fees, commissions and expenses to be incurred by

Entergy and EPI in connection with the proposed transactions are

estimated to be $9,000, including the filing fee of the

Commission of $2,000 and the fees and expenses of counsel

estimated to be $7,000.



Item 6.   Exhibits and Financial Statements.

          (a) Exhibits:

               F  -  Opinion of Counsel



                           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 POWER, INC.



                              By:   /s/ Gerald D. McInvale
                                      Gerald D. McInvale
                                   Vice President and Treasurer


Dated:  January 30, 1995


                                                        Exhibit F



January 27, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

               Re:  File No. 70-8535

Gentlemen:

          I am Assistant Secretary of Entergy Power, Inc. ("EPI")
and am familiar with the proposed transactions described in the
Application-Declaration on Form U-1, as amended, in the above-
referenced File (the "Application"), filed by Entergy Corporation
("Entergy") and EPI with the Securities and Exchange Commission
(the "Commission") under the Public Utility Holding Company Act
of 1935, as amended, relating to (i) the proposed
recapitalization of EPI through, among other things, the
cancellation of the note representing outstanding borrowings
under a loan agreement between Entergy and EPI and the conversion
of such borrowings and any accrued interest to the date of such
conversion to capital contributions, and (ii) the proposed
funding by Entergy of EPI's additional capital needs through
capital contributions and/or the issuance and sale by EPI to
Entergy of shares of the capital stock of EPI (the "Common
Stock").

          This is to advise you that, in my opinion:

          1.   Each of Entergy and EPI 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) EPI will be validly organized and duly
existing under the laws of the State of Delaware, and (ii)
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 EPI's charter;

               (c)  Entergy will legally acquire the Common
Stock; and

               (d)  the consummation of the proposed transactions
by Entergy 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

 

This website contains, and has materials that contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expected", "will" and similar expressions are intended to identify forward-looking statements. Entergy's expectations regarding any specific matter is only its forecast regarding the matter. A forecast may be substantially different from actual results, which are effected by various factors that are in Entergy's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.