U-1/A

                                                 File No. 70-9939
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                  PRE-EFFECTIVE AMENDMENT NO. 1
                             TO THE
                            FORM U-1
                   APPLICATION OR DECLARATION
                            UNDER THE
              PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

Entergy Corporation                Entergy Operations, Inc.
639 Loyola Avenue                  1340 Echelon Parkway
New Orleans, LA 70113              Jackson, Mississippi 39213

Entergy Gulf States, Inc.          Entergy Services, Inc.
350 Pine Street                    639 Loyola Avenue
Beaumont, TX 77701                 New Orleans, LA 70113

Entergy Enterprises, Inc.
639 Loyola Avenue
New Orleans, Louisiana  70113


          (Names of companies filing this statement and
             addresses of principal executive offices)

                       Entergy Corporation
          (Name of top registered holding company parent)

                        Steven C. McNeal
                  Vice President and Treasurer
                     Entergy Services, Inc.
                        639 Loyola Avenue
                  New Orleans, Louisiana 70113
           (Name and address of agent for service)
The Commission is requested to send copies of all notices, orders and
 communications in connection with this Application/Declaration to:

Ann G. Roy, Esq.                   William T. Baker, Jr., Esq.
Entergy Services, Inc.             Thelen Reid & Priest LLP
639 Loyola Avenue                  40 West 57th Street
New Orleans, Louisiana 70113       New York, New York 10019



Item 6.   Exhibits and Financial Statements.

(A)  Exhibits.

H     Form of Notice.

                           SIGNATURES



     Pursuant  to the requirements of the Public Utility  Holding

Company  Act of 1935, as amended, the undersigned companies  have

duly   caused  this  Pre-Effective  Amendment  No.   1   to   the

Application/Declaration filed herein to be signed on their behalf

by the undersigned thereunto duly authorized.


                              Entergy Corporation
                              Entergy Enterprises, Inc.
                              Entergy Gulf States, Inc.
                              Entergy Operations, Inc.
                              Entergy Services, Inc.


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


Date:     September 18, 2001

EX-99

                                                   Exhibit H

          Proposed Form of Federal Register Notice

     SECURITIES AND EXCHANGE COMMISSION

     (Release No. 35-_____)

     Filings under the Public Utility Holding Company Act of
1935, as amended ("Act")

     September __, 2001

     Notice is hereby given that the following filing(s)
has/have been made with the Commission pursuant to
provisions of the Act and rules promulgated thereunder.  All
interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed
transaction(s) summarized below.  The application(s) and/or
declaration(s) and any amendments thereto is/are available
for public inspection through the Commission's Office of
Public Reference.

     Interested persons wishing to comment or request a
hearing on the application(s) and/or declaration(s) should
submit their views in writing by ______ __, 2001 to the
Secretary, Securities and Exchange Commission, 450 5th
Street, N.W., Washington, D.C. 20549, and serve a copy on
the relevant applicant(s) and/or declarant(s) at the
address(es) as specified below.  Proof of service (by
affidavit or, in case of an attorney at law, by certificate)
should be filed with the request.  Any request for hearing
shall identify specifically the issues of fact or law that
are disputed.  A person who so requests will be notified of
any hearing, if ordered, and will receive a copy of any
notice or order issued in the matter.  After _______ __,
2001, the application(s) and/or declaration(s), as filed or
as amended, may be granted and/or permitted to become
effective.

                *    *     *     *     *    *

     ENTERGY CORPORATION, ENTERGY GULF STATES, INC., ENTERGY
     ENTERPRISES, INC., ENTERGY OPERATIONS, INC., ENTERGY
     SERVICES, INC. (70-9939)

     Entergy Corporation, a Delaware corporation ("Entergy
Corp."), 639 Loyola Avenue, New Orleans, Louisiana 70113,
Entergy Gulf States, Inc., a Texas corporation (the
"Company"), 350 Pine Street, Beaumont, Texas 77701, Entergy
Enterprises, Inc., a Louisiana corporation ("EEI"), 639
Loyola Avenue, New Orleans, Louisiana 70113, Entergy
Operations, Inc., a Delaware corporation ("EOI"), 1340
Echelon Parkway, Jackson, Mississippi 39213, and Entergy
Services, Inc., a Delaware corporation ("Entergy Services"),
639 Loyola Avenue, New Orleans, Louisiana 70113, have filed
an application-declaration pursuant to Sections 6, 7, 9, 10,
12 and 13 of the Public Utility Holding Company Act of 1935,
as amended (the "Act"), and Rules 43, 44, 45, 46, 52 81, 87,
90 and 91 thereunder.

     The Company is a public utility subsidiary of Entergy
Corp., a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"). Entergy
Corp.'s other public-utility subsidiaries are Entergy
Arkansas, Inc. ("Entergy Arkansas"), Entergy Louisiana, Inc.
("Entergy Louisiana"), Entergy Mississippi, Inc. ("Entergy
Mississippi") and Entergy New Orleans, Inc. ("Entergy New
Orleans") (the Company, Entergy Arkansas, Entergy Louisiana,
Entergy Mississippi and Entergy New Orleans are hereinafter
collectively referred to as the "Operating Companies").  The
Company has five subsidiary companies: (a) GSG&T, Inc.
("GSG&T"), a Texas corporation, formed to hold the Company's
interest in the fossil-fueled Lewis Creek power plant
("Lewis Creek Plant") which is leased back to the Company;
(b) Varibus L.L.C. ("Varibus"), a Texas limited liability
company which operates certain intrastate pipelines in
Louisiana used primarily to transport fuel to two of the
Company's generating stations; (c) Prudential Oil and Gas
L.L.C. ("Prudential"), a Texas limited liability company
whose only asset is a cash account balance and is otherwise
inactive; (d) Southern Gulf Railway Company ("SGR"), a Texas
corporation, which owns and operates several miles of rail
track in Louisiana to facilitate the transportation of coal
for use as boiler fuel in a Company generating station; and
(e) Gulf States Utilities Company ("GSU"), a Texas
corporation, which has sold all of its assets and is
currently inactive (collectively, GSG&T, Varibus,
Prudential, SGR and GSU are hereinafter referred to as the
"Subsidiaries").  Entergy Services provides general
executive, advisory, administrative, accounting, legal,
engineering and other services to the Operating Companies
(Entergy Corp., Entergy Services and the Operating Companies
are hereinafter collectively referred to as "Entergy", and
Entergy Corp. and its subsidiary companies are hereinafter
referred to as the "Entergy System").  EEI, through itself,
affiliates and subsidiary companies, provides operations,
management and consulting services to non-utility affiliates
within the Entergy System, including those relating to
disaggregation and retail competition in Texas, and to non-
affiliates.  EOI provides nuclear management, operation and
maintenance services to certain Operating Companies,
including the Company.

Background and Regulatory Environment

Texas Senate Bill 7 ("S.B. 7") and Public Utility Commission
of Texas ("PUCT")

     In June 1999, the Texas legislature enacted a law, S.B.
7, amending the Public Utility Regulatory Act ("PURA") to
provide for competition in the electric utility industry
through retail open access.  The law provides for retail
open access by most electric utilities, including the
Company.  Such retail open access is currently scheduled to
commence on January 1, 2002.  With retail open access,
generation and the provision of retail services will be
competitive businesses, while transmission and distribution
operations will continue to be regulated.

     The provisions of the new law: (1) require a rate
freeze through December 31, 2001; (2) require utilities to
separate (unbundle) their generation, transmission and
distribution, and retail electric provider ("REP")
functions; (3) require operation in a non-discriminatory
manner of transmission and distribution facilities by an
entity independent of the generation and retail operations
by the time competition is implemented; (4) allow for
recovery of stranded costs incurred in purchasing power and
providing electric generation service if the costs are
approved by the PUCT; (5) allow securitization of regulatory
assets and stranded costs; (6) provide for the determination
of and mitigation measures for generation market power; and
(7) require utilities to file separated data and proposed
transmission, distribution, and competitive transition
tariffs.

     The PUCT and various participants in the industry are
currently in the process of implementing the legislation
through various rulemaking and other proceedings.   In
January 2000, as required by the Texas restructuring
legislation, the Company filed a business separation plan
with the PUCT and amended it in June 2000.  The PUCT has
issued an order approving the business separation plan, as
amended.

Louisiana Public Service Commission ("LPSC")

     In August 2000, the Company filed with the LPSC
testimony relating to the business separation plan filed
with the PUCT and subsequently submitted additional
testimony.  The Company has reached a settlement with
various Louisiana parties with respect to the structure of
the Company and the treatment of assets and debt and other
long-term obligations (the "Louisiana Settlement"), and the
Louisiana Settlement was submitted to the LPSC.  On July 31,
2001, the LPSC issued and order with respect to the
Louisiana Settlement.

Plan for Separation of Assets

     The proposed business separation plan of the Company
(reflecting both Texas and Louisiana components) (the
"BSP"), provides that, by January 1, 2002, the Company will
be divided into (i) (a) a company that owns distribution
facilities located in Texas (the "Texas Distribution
Company");1 (b) one or more companies purchasing and selling
power at wholesale, or holding companies for such companies
(collectively, the "Texas Power Company");2 3 (c) a holding
company (the "Texas Holding Company")4 with one or more
direct or indirect subsidiary companies owning an undivided
interest in the Company's transmission assets (collectively,
the "Texas Transmission Company")5; (d) a retail holding
company (the "Retail Holding Company")6 with the following
direct or indirect subsidiary companies:7 various Texas
retail electric providers (the "Texas REPs") and various
retail management services providers (the "RMPs") and one or
more retail supply acquisition companies (collectively, the
Texas Distribution Company, the Texas Power Company, the
Texas Holding Company, the Texas Transmission Company, the
Retail Holding Company, the Texas REPs, the RMPs and the
retail supply acquisition companies are hereinafter referred
to as the "New Companies"); and (ii) a surviving company of
a "merger by division" pursuant to Texas law that will
continue to own and operate distribution facilities located
in Louisiana, all of the Company's generation assets, an
undivided interest in the Company's transmission assets,
retail operations in Louisiana and all of the Subsidiaries
(the "Louisiana Company")8.  After the restructuring is
completed, each of the Texas Distribution Company, the Texas
Power Company and the Retail Holding Company, will be direct
subsidiaries of Entergy Corp., and the Texas Holding Company
and the Texas Transmission Company will be direct or
indirect subsidiaries of Entergy Corp.9  Each of the Texas
Distribution Company and the Texas Transmission Company
(each an "Assumption Party, and together, the "Assumption
Parties") would be allocated pursuant to the Merger (as
hereinafter defined) a portion of the Company's liabilities
and obligations, and would assume a portion of the Company's
long-term debt obligations pursuant to debt assumption
agreements (each an Assumption Agreement and collectively,
the "Assumption Agreements").  Property allocated to the
Assumption Parties would be released from the lien of the
Company's Indenture of Mortgage, dated September 1, 1926, as
amended (the "Indenture").  Each of the Assumption Parties
would also grant a lien on its properties so released in
favor of the Louisiana Company to secure its respective
obligations pursuant to its Assumption Agreement to the
Louisiana Company.  These assumed obligations would remain
as debt on the Louisiana Company's books, but would be
offset by an assumption asset from the Assumption Parties.
Entergy Corp. will also enter into an indemnification
agreement (the "Indemnification Agreement") with the
Louisiana Company under which Entergy Corp. will support the
Texas Transmission Company's assumption of debt obligations
if such obligations are not paid by the later of (i)
December 31, 2002 and (ii) one (1) year from the date the
related assets are allocated to the Texas Transmission
Company.  In addition, under the plan as set forth below,
the assumed obligations will be refinanced or retired.10

Requested Approvals

     The applicants request authorization under the Act from
the Commission, to the extent not otherwise authorized or
exempted under the Act, for (i) the Company to effect one or
more "merger by division" transactions pursuant to Article
5.01 of the Texas Business Corporation Act (the "Merger")
pursuant to a merger agreement and a plan of merger, whereby
(a) the Company will survive the Merger as the Louisiana
Company which will continue to be a wholly-owned subsidiary
of Entergy Corp.; (b) Entergy Corp. will (initially or after
intermediate steps) hold interests in, and acquire equity
securities of, directly or indirectly, the following new
entities - the Texas Distribution Company, the Texas Power
Company, the Texas Holding Company, which, in turn will hold
interests in or acquire equity securities of the Texas
Transmission Company (see footnotes 7 and 10), and the
Retail Holding Company, which in turn will hold interests in
and acquire equity securities in the Texas REPs, the RMPs
and the retail supply acquisition company; (c) the Louisiana
Company will continue to hold interests in and/or own equity
securities of the Subsidiaries; and (d) ownership of the
Company's distribution facilities located in Texas will be
allocated to the Texas Distribution Company and an undivided
interest in the Company's transmission facilities will be
allocated to the Texas Transmission Company; (ii) each of
the surviving entities to be allocated its proportionate
share of liabilities and obligations of the Company as
provided in the Merger and for the Assumption Parties to
assume their allocated shares of the Company's long-term
debt obligations and to enter into Assumption Agreements and
instruments of assumption to effect the assumptions
thereunder; (iii) any assets allocated to the Assumption
Parties that were subject to the lien of the Indenture, to
be released from the lien thereof; (iv) all debt obligations
of the Company covered by the Assumption Agreements to
remain on the books of the Louisiana Company with offsetting
assumption assets from the Assumption Parties; (v) the New
Companies and the Louisiana Company to indemnify each other
with respect to various liabilities and claims arising prior
to and after the Merger; (vi) the Assumption Parties to
grant first lien security interests in those allocated
assets they receive to the Louisiana Company and to enter
into mortgage, deed and security agreements or mortgage,
assignment of rents and leases and security agreements to
effect such grants; (vii) Entergy Corp. to enter into the
Indemnification Agreement with the Louisiana Company under
which Entergy Corp. will support, under certain
circumstances, the Texas Transmission Company's assumption
of debt obligations; (viii) the New Companies and the
Louisiana Company to effect financing, including
refinancing, through the period ending December 31, 2004;
(ix) the Louisiana Company, the Texas Distribution Company
and the Texas Transmission Company to use the proceeds of
such financing to, among other things, refinance assumed
debt through the period ending December 31, 2004; (x) the
New Companies and the Louisiana Company to pay dividends out
of capital (which may include distributions of stock and
securities of one or more of the New Companies and the
Louisiana Company as a step in the restructuring); (xi) (a)
the New Companies and the Louisiana Company to receive
services from Entergy Services and EEI, and its non-utility
affiliates and subsidiary companies, as appropriate, and for
certain of the New Companies and the Louisiana Company to
provide services, other than services otherwise regulated
under federal or state utility laws, to each other;11 (b) EOI
to provide nuclear plant operation and maintenance services
to the Louisiana Company; and (c) GSG&T to lease the Lewis
Creek Plant to the Louisiana Company; and (xii) the
Louisiana Company, the Texas Transmission Company and/or the
Texas Distribution Company to provide services to EEI in the
same manner as the Company is currently authorized to do.

_______________________________

1  The Texas Distribution Company is referred to as "Entergy
   Texas Distribution" or "Entergy Texas Distribution Company"
   or "TX Distco" in filings with the LPSC and as "EGSI-TX" or
   "Entergy Texas Distribution" or "Entergy Texas Distribution
   Company" or "TX-D" or "EGSI-TX(D)" in filings with the PUCT.

2  The Texas Power Company is referred to as "Entergy Texas
   PGC" or "TX PGC" in filings with the LPSC.

3  This definition excludes Entergy Solutions Supply Ltd.
   which is a power marketer.

4  The Texas Holding Company is referred to as "EGSI-Texas
   Holdco" or "TX Holdco" in filings with the LPSC and as "EGSI-
   TX HOLDCO" in filings with the PUCT.

5  The Texas Transmission Company is referred to as "ETI" in
   filings with the LPSC and as "ETI" or "TX-T" or "Transco" in
   filings with the PUCT.

6  The Retail Holding Company is referred to as "Entergy
   Texas Retail" or "TX Retail" in filings with the LPSC and as
   "TX-R" in filings with the PUCT.

7  As an intermediate step, some or all of these subsidiary
   companies may be direct or indirect companies of Entergy
   Corp.

8  The Louisiana Company is referred to as "EGSI-Louisiana"
   or "EGSI-LA" in filings with the LPSC and as "EGSI-LA" or
   "EGS-Louisiana" in filings with the PUCT.

9  Under certain circumstances, the Texas Holding Company
   and the Texas Transmission Company may be subsidiaries of
   the Louisiana Company.  As an intermediate step, some or all
   of the New Companies may be subsidiaries of the Louisiana
   Company.  Some New Companies originally formed in Texas may
   subsequently be converted into Delaware entities.

10 In a separate filing with the Securities and Exchange
   Commission (the "Commission") (Holding Co. Act File No. 70-
   9859 ), Entergy has described, subject to change depending
   on developments at the Federal Energy Regulatory Commission,
   a proposal to create an independent, incentive-driven
   transmission company ("Transco") as a Delaware limited
   liability company the assets of which will consist initially
   of the Operating Companies', including the Company's, and
   Entergy Services', transmission systems and related assets
   and will ultimately include transmission assets of other non-
   affiliated entities.

11 Entergy Corp. and EEI, directly or indirectly, are
   authorized by the Commission, among other matters, to
   create, form, finance and extend credit to, non-utility
   affiliates in the Entergy System which in turn, together
   with EEI, may provide services to non-utility affiliates and
   non-affiliated parties.  See, e.g., Entergy Corp. et al.,
   Holding Co. Act Release No. 27039 (June 22, 1999) (the "EEI
   Order").  Certain of the New Companies have been or will be
   created pursuant to this authorization or Rule 58 under the
   Act.