File No. 70-8535


               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 Power, Inc.
639 Loyola Avenue                  Three Financial Centre
New Orleans, Louisiana 70113       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
639 Loyola Avenue                  Little Rock, Arkansas 72211
New Orleans, Louisiana 70113

          (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.
639 Loyola Avenue                  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.

          Item 1 of the Application-Declaration in this File, as

previously amended, is hereby further amended to add at the end

thereof the following:



          "EPI will not use the additional investments from

Entergy to acquire, directly or indirectly, any interest in, or

related to, an "exempt wholesale generator" or a "foreign utility

company" as defined in Sections 32 and 33, respectively, of the

Act."



                           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:  February 16, 1995