U-1/A

File No. 70-10240

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 Arkansas, Inc.
                            639 Loyola Avenue                                                 425 West Capitol Avenue
                            New Orleans, Louisiana 70113                                Little Rock, Arkansas 72201

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

                            System Fuels, Inc.                                                    Entergy Louisiana, Inc.
                            350 Pine Street 4809                                               Jefferson Highway
                            Beaumont, Texas 77701                                          New Orleans, Louisiana 70121

                            System Energy Resources, Inc.                                Entergy Mississippi, Inc.
                            1340 Echelon Parkway 308                                    East Pearl Street
                            Jackson, Mississippi 39213                                     Jackson, Mississippi 39201

                            Entergy Operations, Inc.                                         Entergy New Orleans, Inc.
                            1340 Echelon Parkway                                          1600 Perdido Building
                            Jackson, Mississippi 39213                                    New Orleans, Louisiana 70112

(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)

______________________________________

Leo P. Denault
Executive Vice President and
Chief Financial Officer
for each applicant or declarant
639 Loyola Avenue
New Orleans, Louisiana 70113

(Name and address of agent for service)

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

Mark W. Hoffman, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113

Item 6 of the Application-Declaration is amended and restated in its entirety as follows:

Item 6. Exhibits and Financial Statements.

a.        Exhibits:

              A                Not Applicable.

            **B-1           Money Pool Agreement, dated as of 8/7/03, among ESI, Entergy, EAI, EGSI, ELI,
                                 EMI, ENOI, System Energy, EOI and SFI.

            **B-2           Proposed form of Amended and Restated Money Pool Agreement.

           **B-3(a)        Proposed form of note to evidence borrowings by Participants (other than System
                                 Energy) through the Money Pool.

           **B-3(b)        Proposed form of note to evidence borrowing by System Energy through the
                                  Money Pool.

            *B-4(a)         Loan Agreement, dated as of June 6, 1990, between EOI and Entergy (including form
                                 of EOI Note) (Exhibit B-11(c) to Rule 24 Certificate dated June 15, 1990 in
                                 70-7679).

            **B-4(b)-1   Revised proposed form of Amendment No. 6 to Loan Agreement between EOI and
                                 Entergy (including form of New EOI Note).

            *B-5(a)         Loan Agreement, dated as of September 18, 1991, between ESI and Entergy
                                 (including form of ESI Note) (Exhibit B-5(a) in 70-8055).

           **B-5(b)-1    Revised proposed form of Amendment No. 6 to Loan Agreement between ESI and
                                 Entergy (including form of New ESI Note).

            *B-6(a)         Loan Agreement, dated as of March 21, 1994, between SFI and Entergy (including
                                 form of SFI Note) (Exhibit B-1 in 70-8331).

            **B-6(b)-1   Revised proposed form of Amendment No. 4 to Loan Agreement between SFI and
                                 Entergy (including form of New SFI Note).

                C              Not applicable.

                D              Not applicable.

                E              Not applicable.

                F              Opinion of Counsel

           **G               Suggested form of notice of proposed transactions for publication in the Federal
                                 Register.

b. Financial Statements:

        *FS-1               Financial statements (and accompanying notes) of Arkansas, Gulf States, Louisiana,
                                 Mississippi, New Orleans, System Energy and Entergy and subsidiaries included in the
                                 Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and the
                                 Quarterly Report on Form 10-Q for the period ended June 30, 2004 (filed in File Nos.
                                 1-10764, 1-2703, 1-8474, 0-320, 0-5807, 1-9067 and 1-11299, respectively, and
                                 incorporated herein by reference).

        *FS-2               Financial Statements of EOI for the fiscal year ended December 31, 2003 (included in
                                 EOI Form U-13-60 filed for the year ended December 31, 2003).

        **FS-3             Financial Statements of EOI for the six month period ended June 30, 2004.

        FS-4                 Quarterly Cash Flow and Capital Structure Forecasts of Arkansas, Gulf States, Louisiana,
                                 Mississippi, New Orleans, System Entergy and Energy and subsidiaries for the calendar
                                 quarter commencing January 1, 2005 through the calendar quarter ended December 31,
                                 2005 (filed pursuant to Rule 104 of the Act).

        FS-5                 Pro Forma Balance Sheets of Arkansas, Gulf States, Louisiana, Mississippi, New
                                 Orleans, System Energy and Entergy and subsidiaries as of the calendar quarters ended
                                 March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005
                                 (filed pursuant to Rule 104 of the Act).

        FS-6                Annual Cash Flow and Capital Structure Forecasts of Arkansas, Gulf States, Louisiana,
                                Mississippi, New Orleans, System Energy and Entergy and subsidiaries for the years
                                ended December 31, 2006 and December 31, 2007 (filed pursuant to Rule 104 of the
                                Act).

        FS-7                Pro Forma Balance Sheets of Arkansas, Gulf States, Louisiana, Mississippi, New Orleans,
                                System Energy and Entergy and subsidiaries as of the years ended December 31, 2006
                                and December 31, 2007 (filed pursuant to Rule 104 of the Act).

            Except as reflected in the financial statements (including the notes thereto), there have been no material changes, not in the ordinary course of business, with respect to Arkansas, Gulf States, Louisiana, Mississippi, New Orleans, System Energy, Entergy or EOI which have taken place since June 30, 2004.

___________________________
*Incorporated herein by reference as indicated.
**Previously filed.

SIGNATURES

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
                                                                                        ENERGY SERVICES, INC.
                                                                                        ENTERGY ARKANSAS, INC.
                                                                                        ENTERGY GULF STATES, INC.
                                                                                        ENTERGY LOUISIANA, INC.
                                                                                        ENTERGY MISSISSIPPI, INC.
                                                                                        ENTERGY NEW ORLEANS, INC.
                                                                                        ENTERGY OPERATIONS, INC.
                                                                                        SYSTEM ENERGY RESOURCES, INC.
                                                                                        SYSTEM FUELS, INC.

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

Dated: November 23, 2004

EX-99

EXHIBIT F

[Letterhead of Entergy Services, Inc.]

November 22, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs:

I have reviewed the joint Application-Declaration on Form U-1, as amended through the date hereof (the "Application-Declaration"), filed by Entergy Corporation ("Entergy"), Entergy Arkansas, Inc. ("Arkansas"), Entergy Gulf States, Inc. ("Gulf States"), Entergy Louisiana, Inc. ("Louisiana"), Entergy Mississippi, Inc. ("Mississippi"), Entergy New Orleans, Inc. ("New Orleans"), System Energy Resources, Inc. ("System Energy"), Entergy Services, Inc. ("ESI"), Entergy Operations, Inc. ("EOI") and System Fuels, Inc. ("SFI") (collectively, "Applicants"), relating to, among other things, (i) the extension of the operation of the Entergy System Money Pool ("Money Pool"), (ii) the proposed loans by each of the Applicants from time to time of available funds to the other Applicants (exclusive of Entergy) through the Money Pool and the proposed acquisition by ESI, as agent for the Applicants lending funds through the Money Pool, of promissory notes ("Money Pool Notes") in connection therewith, (iii) the proposed borrowings by the Applicants (exclusive of Entergy) from time to time through the Money Pool and the proposed issuance by such borrowing Applicants to ESI, as agent for the Applicants lending funds through the Money Pool, of Money Pool Notes in connection therewith, (iv) the extension of the borrowing periods under the Loan Agreement, dated as of September 18, 1991, as amended, between ESI and Entergy ("ESI Loan Agreement"), the Loan Agreement, dated as of June 6, 1990, as amended, between EOI and Entergy ("EOI Loan Agreement"), and the Loan Agreement, dated as of March 21, 1994, between SFI and Entergy ("SFI Loan Agreement"), (v) the proposed loans from time to time by Entergy to ESI, EOI and SFI pursuant to the ESI, EOI and SFI Loan Agreements and the proposed acquisition by Entergy of the promissory notes of ESI, EOI, and SFI, respectively ("ESI Note", "EOI Note" and "SFI Note", respectively), in connection therewith, (vi) the proposed borrowings by ESI, EOI and SFI from time to time pursuant to the ESI, EOI and SFI Loan Agreements and the proposed issuance by ESI, EOI and SFI of the ESI Note, EOI Note and SFI Note, respectively, in connection therewith, (vi) the proposed borrowings by the Applicants (exclusive of Entergy) from time to time from banks and the proposed issuance by such Applicants of promissory notes in connection therewith ("Bank Notes"), (vii) the proposed issuance and sale by Arkansas, Gulf States, Louisiana, Mississippi, New Orleans and System Energy from time to time of commercial paper ("Commercial Paper Notes") to commercial paper dealers and (viii) the proposed guarantee by Entergy of the obligations of ESI, EOI and SFI to one or more banks, all as described in the Application-Declaration. I am counsel for the Company and am of the opinion that:

                (1) Each of the Applicants is a corporation duly organized and validly existing under the laws of its applicable state of incorporation.

                (2) In the event that the proposed transactions shall have been duly authorized by all necessary corporate actions on the part of the Applicants and are consummated in compliance with the provisions of each Applicant's governing corporate documents and the Application-Declaration, and subject to the further assumptions and conditions set forth below:

                (a) insofar as the participation by the Applicants in said proposed transactions is concerned, all state laws applicable to the proposed transactions will have been complied with;

                (b) the Money Pool Notes to be issued by the Applicants (exclusive of Entergy) in connection with borrowings by such Applicants through the Money Pool, the ESI, EOI and SFI Notes to be issued in connection with borrowings by ESI, EOI and SFI, respectively, pursuant to the ESI, EOI and SFI Loan Agreements, the Bank Notes to be issued by the Applicants (exclusive of Entergy) in connection with borrowings by such Applicants pursuant to borrowing arrangements with one or more banks, the Commercial Paper Notes to be issued and sold by Arkansas, Gulf States, Louisiana, Mississippi, New Orleans and System Energy to commercial paper dealers, and the guarantees to be issued by Entergy in connection with the obligations of ESI, EOI and SFI to one or more banks, will each be valid and binding obligations of the issuer or guarantor, as applicable, in accordance with their respective terms, subject, as to enfo rcement, to bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally and to the effects of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), including without limitation (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedies and (ii) concepts of materiality, reasonableness, good faith and fair dealing;

                (c) assuming that they will have been duly authorized and legally issued, (i) ESI, as agent for the Applicants lending funds through the Money Pool, will legally acquire the Money Pool Notes to be issued by each of the other Applicants (exclusive of Entergy) evidencing their respective borrowings through the Money Pool, and (ii) Entergy will legally acquire the ESI Note, the EOI Note and the SFI Note to be issued by ESI, EOI and SFI, respectively, pursuant to the ESI, EOI and SFI Loan Agreements; and

                (d) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Applicants or any associate company thereof.

                The opinions expressed above in respect to the proposed transactions are subject to the following additional assumptions or conditions:

                (i) The Securities and Exchange Commission shall have duly entered an appropriate order or orders granting and permitting the Application-Declaration to become effective.

                (ii) The proposed transactions shall be consummated in accordance with any required approvals, authorizations, consents, certificates and orders of any applicable state commission or other regulatory authority and all such required approvals, authorizations, consents, certificates and orders shall have been obtained and remain in effect.

                (iii) The Applicants shall have obtained all consents, waivers and releases, if any, required for the proposed transactions under all applicable governing corporate documents, contracts, agreements, debt instruments, indentures, franchises, licenses and permits.

                (iv) The consummation of the proposed transactions shall continue to be in compliance with all applicable covenants or restrictions (whether imposed by regulatory authorities or otherwise) to which the Applicants are bound and no other act or event shall have occurred subsequent to the date hereof which would change the opinions expressed herein.

                I am a member of the Bars of the State of Louisiana and New Jersey and do not hold myself out as an expert on the laws of any other state.

                My consent is hereby given to the filing of this opinion as an exhibit to the Application-Declaration.

                                                                                            Very truly yours,

                                                                                             /s/ Mark W. Hoffman                  
                                                                                             Mark W. Hoffman, Esq.