File No. 70-8391

               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

____________________________________________________________

                Louisiana Power & Light Company
                       639 Loyola Avenue
                 New Orleans, Louisiana  70113

           (Name of company filing this statement and
            address of principal executive offices)

____________________________________________________________

                      Entergy Corporation

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

____________________________________________________________

                         Lee W. Randall
Vice President, Chief Accounting Officer and Assistant Secretary
                     Entergy Services, Inc.
                       639 Loyola Avenue
                  New Orleans, Louisiana 70113

___________________________________________________________

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

Laurence M. Hamric, Esq.                John T. Hood, Esq.
Denise C. Redmann, Esq.                 Reid & Priest
Entergy Services, Inc.                  40 West 57th Street
225 Baronne Street                      New York, New York 10019
New Orleans, Louisiana 70112

McChord Carrico, Esq.                   David P. Falck, Esq.
Monroe & Lemann                         Winthrop, Stimson, Putnam & Roberts
201 St. Charles Avenue                  One Battery Park Plaza
New Orleans, Louisiana 70160            New York, New York 10004





     The Applicant hereby withdraws its Application-Declaration
on Form U-1 ("U-1") relating to the proposed issuance and sale of
up to $326 million in secured lease obligation bonds ("Refunding
Bonds") to be used to refund previously issued and sold secured
lease obligation bonds (the "Original Bonds").  The Applicant
seeks to withdraw the U-1 due to the rise in interest rate
levels.  Assuming the Refunding Bonds would bear interest at a
rate which is equivalent to current rates on comparable
securities, the Applicant believes that the refunding of the
Original Bonds under such financial conditions would be
economically undesirable.  In the event financial conditions
become desirable to issue the Refunding Bonds, the Applicant will
seek authorization through the filing of a subsequent Application-
Declaration on Form U-1.






                           SIGNATURE

          Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

                              LOUISIANA POWER & LIGHT COMPANY



                              By:      /s/ Lee W. Randall
                                        Lee W. Randall
                                    Vice President, Chief
                                   Accounting Officer and
                                     Assistant Secretary


Dated:  February 16, 1995