File No. 70-9893
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
______________________________________
Entergy Corporation Entergy Arkansas, Inc.
639 Loyola Avenue 425 West Capitol Avenue
New Orleans, Louisiana 70113 Little Rock, Arkansas 72201
Entergy Services, Inc. Entergy Gulf States, Inc.
639 Loyola Avenue 350 Pine Street
New Orleans, Louisiana 70113 Beaumont, Texas 77701
System Fuels, Inc. Entergy Louisiana, Inc.
350 Pine Street 4809 Jefferson Highway
Beaumont, Texas 77701 New Orleans, Louisiana 70121
System Energy Resources, Inc. Entergy Mississippi, Inc.
1340 Echelon Parkway 308 East Pearl Street
Jackson, Mississippi 39213 Jackson, Mississippi 39201
Entergy Operations, Inc. Entergy New Orleans, Inc.
1340 Echelon Parkway 1600 Perdido Building
Jackson, Mississippi 39213 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)
______________________________________
C. John Wilder
Executive Vice President and
Chief Financial Officer
for each applicant or declarant
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
Mark W. Hoffman, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Item 1. Description of Proposed Transactions.
The last paragraph of Item 1, Section V of the Application-
Declaration in this File is hereby amended and restated to read
as follows:
"The Entergy System's "aggregate investment" in EWGs
and FUCOs was approximately $832 million, representing
approximately 25.4% of the Entergy System's consolidated retained
earnings, as of June 30, 2001. Furthermore, the Entergy System
has complied with and will continue to comply with the record
keeping requirements of Rule 53(a)(2) concerning affiliated EWGs
and FUCOs. In addition, as required by Rule 53(a)(3), no more
than 2% of the employees of the Entergy System's domestic public
utility subsidiary companies would render services to affiliated
EWGs and FUCOs. Finally, none of the conditions set forth in
Rule 53(b), under which the provisions of Rule 53 would not be
available, have been met."
Item 6. Exhibits and Financial Statements.
a. Exhibits:
F-1 Opinion of Counsel for Entergy
Corporation
F-2 Opinion of Counsel for Entergy
Operations, Inc.
F-3 Opinion of Counsel for Entergy Services,
Inc.
F-4 Opinion of Counsel for System Fuels,
Inc.
F-5 Opinion of Counsel for System Energy
Resources, Inc.
F-6 Opinion of Counsel for Entergy Arkansas,
Inc.
F-7 Opinion of Counsel for Entergy Gulf
States, Inc.
F-8 Opinion of Counsel for Entergy
Louisiana, Inc. and Entergy New Orleans, Inc.
F-9 Opinion of Counsel for Entergy
Mississippi, Inc.
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
ENERGY SERVICES, INC.
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY OPERATIONS, INC.
SYSTEM ENERGY RESOURCES, INC.
SYSTEM FUELS, INC.
/s/ Steven C. McNeal
By Steven C. McNeal
Vice President and Treasurer
Dated: November 27, 2001