File No. 70-10098

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                         AMENDMENT NO. 1
                               TO
                            FORM U-1


                    APPLICATION - DECLARATION
                              Under
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                     Entergy Louisiana, Inc.
                     4809 Jefferson Highway
                      Jefferson, LA  70121

          (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)



E. Renae Conley                           Steven C. McNeal
President and Chief Executive Officer     Vice President and Treasurer
Entergy Louisiana, Inc.                   Entergy Services, Inc.
4809 Jefferson Highway                    639 Loyola Avenue
Jefferson, LA  70121                      New Orleans, LA  70113



             (Name and address of agent for service)



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

                       John M. Adams, Jr.
                     Entergy Services, Inc.
                        639 Loyola Avenue
                     New Orleans, LA  70113




Item 1.  Description of Proposed Transaction

     Item 1 of the Application-Declaration in this file is hereby
amended and restated to read as follows:

     Entergy Louisiana, Inc., a Louisiana corporation ("ELI"), is
a wholly owned subsidiary of Entergy Corporation ("Entergy"), a
registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act").  ELI hereby requests
the approval of the Securities and Exchange Commission (the
"Commission"), during the period through December 31, 2003 (the
"Authorization Period"), for ELI (1) to pay dividends with
respect to its Common Stockout of capital or unearned surplus,
or (2) to repurchase up to 46,000,000 shares of its Common Stock
out of capital or unearned surplus, as more fully described
below.

A.   Background.

     Pursuant to Internal Revenue Code Section 475, ELI took a
mark-to-market tax deduction of approximately $2.316 billion as
part of the Entergy Corporation consolidated tax return for the
tax year ending December 31, 2001.  The purchased power contract
(the `Vidalia Contract") between Catalyst Old River Hydroelectric
Limited Partnership and ELI gave rise to this mark-to-market tax
deduction.  This election is expected to provide a cash flow
benefit to ELI of approximately $700 - $800 million during the
fourth quarter of 2002.  As of June 30, 2002, ELI had retained
earnings of approximately $193 million.  Subsequent to receipt of
such additional cash, but prior to the expiration of the
Authorization Period, ELI proposes to make one or more dividend
payments to Entergy from capital surplus or to repurchase up to
46,000,000 shares of its Common Stock from Entergy, provided that
the aggregate of such dividends and repurchase will not exceed
$350 million (the "Transaction Limit").  ELI will pay book value
($7.75 per share at June 30, 2002) for each share of Common Stock
that it repurchases.  Such dividends or repurchases of  Common
Stock by ELI will enable ELI to reduce its common equity in
accordance with the terms of a Order of the Louisiana Public
Service Commission (the "LPSC Order").  Among other things, the
LPSC Order requires that, to the extent ELI uses cash or cash
related proceeds (the "Proceeds") derived from the tax accounting
election to reduce its outstanding debt, it will also reduce
equity in an amount necessary to maintain the Company's existing
capital structure.  Since ELI proposes to use a portion of the
Proceeds to reduce debt, the proposed transactions are necessary
to maintain ELI's capitalization ratios and to abide by the terms
of the LPSC Order.

B.   Discussion.

     Section 12(c) of the Act makes it unlawful for any
registered holding company or subsidiary company thereof to
declare or pay a dividend on any security of such company or to
acquire any security of such company in contravention of rules or
regulations or orders the Commission may prescribe "to protect
the financial integrity of companies in holding company systems,
to safeguard the working capital of public utility companies, to
prevent the payment of dividends out of capital or unearned
surplus, and to prevent the circumvention of the provisions of
[the Act]."  Rule 46(a) promulgated under the Act prohibits a
registered holding company or subsidiary thereof from paying
dividends out of capital or unearned surplus except pursuant to a
declaration and order of the Commission.  The payment of the
dividend must be appropriate, in the public interest, and in the
best interests of the security holders.  See Allegheny Generating
Company, HCAR No. 26579 (September 19, 1996) and AEP Generating
Company, HCAR No. 26754 (August 12, 1997).  Similarly, Rule 42
promulgated under the Act requires prior Commission approval
under Section 12(c) of the Act for a registered holding company
or subsidiary thereof to repurchase from an associate company any
security of which it is the issuer.  Any such acquisition of
securities must also be consistent with the above referenced
standards of Section 12(c).

     The proposed transactions are fully consistent with the
requirements of the Act.  ELI is in sound financial condition.
ELI had common equity of $1,281,000,000 as of June 30, 2002,
which is more than adequate in relation to its $2,817,000,000
capitalization.  Also, the company has a long and favorable
history of prior earnings.  Specifically, ELI reported net income
of $125,055,000 for the year ended December 31, 2001 and net
income of $101,983,300 for the six months ended June 30, 2002.
The company's projected cash position after the reduction in
common equity should continue to be adequate to meet all of its
capital and operating requirements and pay its maturing debt.
For the year ended December 31, 2001 and six months ended June
30, 2002, ELI had a net cash flow from operations of
approximately $430.5 million and $190.6 million, respectively.
Capital expenditures for ELI are projected to total less than
$200 million per year in 2003 and 2004.  In view of ELI's
expected future profitability and continuing positive cash flow
from operations, ELI will have adequate resources to meet its
capital needs over the Authorization Period even as it reduces
its total capitalization.

     ELI represents that, upon effecting any of the proposed
dividend payments or Common Stock repurchase transactions, its
common equity capital will not fall below 30% of its total
consolidated capitalization.  ELI further represents that its
cash position after any such payments will be sufficient to allow
it 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 ELI
and will also be in the best interests of the public and Entergy,
ELI's sole shareholder.

     Reference is hereby made to the Financial Statements filed
herewith, including the pro forma journal entries, for further
information with respect to the anticipated pro forma effects of
the proposed transaction.

C.   ELI Mortgage Bond Covenant

     Certain Supplemental Indentures under ELI's April 1, 1944
Mortgage and Deed of Trust contain  covenants (the "Dividend
Covenants") that generally limit the aggregate amount of
dividends/distributions on ELI's Common Stock and repurchases by
ELI of its Common Stock to the sum of (a) the aggregate amount
credited to earned surplus subsequent to the date of the
applicable Supplemental Indenture, (b) a specific dollar amount
set forth in the applicable Supplemental Indenture, and (c) "such
additional amounts as shall be authorized or approved, upon
application by [ELI], by the Securities and Exchange Commission,
or by any successor commission thereto, under the Public Utility
Holding Company Act of 1935."  It is anticipated that the
aggregate amount of dividends or Common Stock purchases proposed
herein will reduce the amount available to pay dividends under
this covenant by a like amount.  Accordingly, ELI requests that
the Commission's order issued in connection with this Application-
Declaration, specifically authorize or approve "such additional
amounts" of dividends or Common Stock purchases as may be
necessary to implement the transactions proposed herein (up to
the $350 million Transaction Limit) for purposes of each
applicable Dividend Covenant.

D.   Compliance with Rule 54

     The proposed transaction is subject to Rule 54.  In
determining whether to approve the issue or sale of a security by
a registered holding company for purposes other than the
acquisition of a EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or FUCO upon the registered holding company system if
Rules 53(a), (b) and (c) are satisfied.  In that regard, assuming
consummation of the transactions proposed in this application,
all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.

     The Entergy System's "aggregate investment" in EWGs and
FUCOs was approximately $1.804 billion, representing
approximately 49.87% of the Energy System's consolidated retained
earnings, as of June 30, 2002.  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.




                           SIGNATURES

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


                              ENTERGY LOUISIANA, INC.


                              By:  /s/ Steven C. McNeal
                                   Steven C. McNeal
                                   Vice President and Treasurer



Dated:    November 15, 2002