File No. 70-8771

               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
               __________________________________
                                
                         AMENDMENT NO. 1
                                
                             TO THE
                                
                           FORM U-1/A
                                
                     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)
                ________________________________
                                
                      William J. Regan, Jr.
                  Vice President and Treasurer
                     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.
Entergy Services, Inc.            Reid & Priest LLP
639 Loyola Avenue                 40 West 57th Street
New Orleans, Louisiana 70113      New York, New York 10019




           The  twenty-first paragraph of Item 1, Description  of
Proposed Transactions, is hereby amended and restated to read  as
follows:


           Pursuant  to  the terms of the separate  participation
     agreements entered into in 1989 in connection with the  sale
     of   the  Undivided  Interests,  the  Company  issued  three
     separate  promissory notes to the Owner  Participant  in  an
     aggregate  principal  amount equal  to  the  higher  of  the
     maximum  Net  Casualty  Value and the  maximum  Net  Special
     Casualty  Value  (as such terms are defined in  the  Leases)
     payable  under  the  Leases  during  the  basic  lease  term
     (approximately $208 million).  Net Casualty  Value  and  Net
     Special  Casualty  Value  are the equity  portions  of  such
     values, as determined by deducting from the Casualty  Values
     and  Special  Casualty  Values the amounts  payable  on  the
     outstanding  debt.   Further, the Company  was  required  to
     collateralize  its obligations to the Owner  Participant  by
     delivering first mortgage bonds in a principal amount  equal
     to  that of the promissory notes (the issuance of which  was
     approved  by the Commission in Rel. No. 35-24956,  September
     26, 1989).  Refinancing the Original Bonds through the means
     described  in  this proceeding could, in some circumstances,
     cause  an increase in these values and therefore require  an
     increase  in the principal amount of the related  promissory
     notes   and   first   mortgage  bonds.   Pursuant   to   the
     authorization  of  the  Commission  in  Rel.  No.  35-24956,
     September   26,   1989,   the   Company   would,   in   such
     circumstances,  so  increase the amount  of  the  promissory
     notes and first mortgage bonds.


           The twenty-fourth paragraph of Item 1, Description  of
Proposed Transactions, is hereby amended and restated to read  as
follows:

          The Entergy System's "aggregate investment" in EWGs and
     FUCOs    is   approximately   $294   million,   representing
     approximately  13.0%  of the Entergy  System's  consolidated
     retained  earnings  as of December  31, 1995.   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.



                            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/ William J. Regan, Jr.
                                   William J. Regan, Jr.
                                   Vice President and Treasurer


Dated:  January 31, 1996