U-1/A

(As filed with the Securities and Exchange Commission on November 7, 2005)

File No. 70-10335

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM U-1/A

Amendment No. 2
to
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

____________________________________________________

Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113

Entergy New Orleans, Inc.
1600 Perdido Building
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
Entergy Corporation
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 William T. Baker, Jr., Esq.
Thelen Reid & Priest LLP
875 Third Avenue
New York, New York 10022

Item 6(a) of the Application-Declaration, as previously amended, is hereby amended as follows:

Item 6. Exhibits and Financial Statements.

a. Exhibits:

A	Not Applicable.
B	Credit Agreement between Entergy Corporation and Entergy New Orleans, Inc. (incorporated by reference to Exhibit B to the Application-Declaration filed in File No. 70-10334).
C	Not Applicable.
D-1	Motion to Bankruptcy Court for Order Authorizing Debtor-in-Possession Financing and for Other Relief (incorporated by reference to Exhibit D to the Application-Declaration filed in File No. 70-10334).
D-2	Interim Order, dated September 26, 2005, of the United States Bankruptcy Court for the Eastern District of Louisiana in Case No. No. 05-17697 (previously filed).
D-3	Motion to Bankruptcy Court for Second Interim Order That Increases Maximum Limit on Debtor's Interim Post-Petition Financing (previously filed).
D-4	Second Interim Order of the United States Bankruptcy Court for the Eastern District of Louisiana Approving Increase in Debtor's Post-Petition Financing in Case No. No. 05-17697 (filed herewith).
E	Not Applicable.
F	Opinion of Counsel (filed herewith).
G	Form of Federal Register Notice (previously filed).
H	Funds Statement (filed confidentially pursuant to Rule 104).

SIGNATURES

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

ENTERGY CORPORATION
ENTERGY NEW ORLEANS, INC.

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

Dated: November 7, 2005

EX-99

Exhibit d-4

UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF LOUISIANA

		Chapter 11 Case No. 05- 17697 - B
In re ENTERGY NEW ORLEANS, INC., Debtor.	) ) ) ) ) ) )

ORDER GRANTING MOTION FOR A SECOND INTERIM ORDER THAT INCREASES THE MAXIMUM LIMIT ON THE DEBTOR'S INTERIM POSTPETITION FINANCING, PURSUANT TO 11 U.S.C.  105(A), 361, 364(C) AND 364(D), PENDING THE PREVIOUSLY SCHEDULED FINAL HEARING ON THE FINANCING MOTION

Upon the motion (the "Second Interim Motion," docket no. 101) dated October 11, 2005, of Entergy New Orleans, Inc., the debtor and debtor-in-possession (the "Borrower or the Debtor") in the above-captioned case (the "Chapter 11 Case"), pursuant to sections 105, 361, 362, 363(c)(2), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) of title 11 of the United States Code (the "Bankruptcy Code"), and Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), seeking, the relief set forth in the Second Interim Motion; and

Considering the entry by this Court on September 26, 2005, of the Interim Order (I) Authorizing Debtor to Obtain Post-Petition Financing Pursuant to 11 U.S.C.  105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e), (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C.  361, 362, 363 and 364 and (III) Scheduling Final Hearing Pursuant to Bankruptcy Rules 2002, 4001 and 9014 (the "First Interim Order," docket no. 22); and

Considering the record made by the Debtor at the hearing held on the Second Interim Motion and after due deliberation and consideration and sufficient cause appearing therefore;

IT IS HEREBY FOUND, ORDERED AND ADJUDGED that:

1. For purposes of this Order (the "Second Interim Order"), all terms defined in the First Interim Order shall have the same meaning herein, unless otherwise indicated.
2. This Court has core jurisdiction over the Chapter 11 Case, this Motion, and the parties and property affected hereby pursuant to 28 U.S.C.  157(b) and 1334. Venue is proper before this Court pursuant to 28 U.S.C.  1408 and 1409.
3. The notice given by the Debtor of the Motion and the hearing on the Second Interim Motion complies with Bankruptcy Rules 4001(b) and (c).
4. Good cause has been shown for the entry of this Interim Order.
5. The Debtor has an immediate need for an increase in the maximum interim borrowing amount (the "Interim Borrowing Limit") set forth in the First Interim Order from $100 million to $200 million (together with the Interim Borrowing Limit, the "Financing").
6. Paragraph 4(a) of the First Interim Order is hereby amended to provide as follows:

"The Debtor is hereby authorized to enter into the DIP Agreement. The Borrower is hereby authorized on an interim basis to borrow money pursuant to the DIP Agreement, up to an aggregate principal or face amount of $200,000,000 (plus interest and other expenses provided for in the DIP Agreement), subject to the discretion of the DIP Lender, until entry of the Final Order with respect to the Motion and thereafter in such amounts as may be permitted by such Final Order, all in accordance with the terms of this Order or any amendment to this Order and the DIP Agreement, which shall be used for all purposes permitted under the DIP Agreement."

7. All other findings, provisions, and conditions of the First Interim Order to the extent not inconsistent herewith, are adopted herein as if repeated in full and shall remain effective until further order of this Court.

EX-5

Exhibit F

New Orleans, Louisiana
November 7, 2005

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Ladies and Gentlemen:

Reference is made to the Application-Declaration on Form U-1 in File No. 70-10335 (hereinafter referred to as the "Application-Declaration"), as amended, filed with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended ("Act"), by Entergy Corporation ("Entergy"), a registered holding company, and its wholly-owned public utility subsidiary, Entergy New Orleans, Inc. ("ENO") requesting authorization for Entergy to make short-term loans to ENO in an aggregate principal amount not to exceed $200,000,000 pursuant to the terms of a credit agreement (the "Credit Agreement"), and for other relief.

I am of the opinion that:

1. Entergy and ENO are each validly organized and existing under the laws of their respective states of incorporation.

2. All action necessary to make valid the participation by Entergy and ENO in the proposed transactions contemplated by the Credit Agreement will have been taken when:

(a) the Application-Declaration shall have been granted and permitted to become effective in accordance with the applicable provisions of the Public Utility Holding Company Act of 1935, as amended; 

(b) appropriate final action shall have been taken by the Boards of Directors and/or authorized officers of Entergy and ENO with respect to the proposed transactions; 

3. When the foregoing steps shall have been taken and in the event said proposed transactions are otherwise consummated (i) in accordance with the Application-Declaration and the related order or orders of the Commission and (ii) in accordance with the Second Interim Order of the Bankruptcy Court authorizing ENO to increase its borrowings under the Credit Agreement up to an aggregate amount of $200 million:

(a) all state laws which relate or are applicable to the participation by Entergy and ENO in the proposed transactions contemplated by the Credit Agreement will have been complied with;

(b) borrowings by ENO under the Credit Agreement will be valid and binding obligations of ENO in accordance with their terms and the terms of the order of the Bankruptcy Court; and

(c) the consummation of the proposed transactions by Entergy and ENO will not violate the legal rights of the holders of any securities issued by Entergy or any associate company thereof.

I am a member of the Louisiana Bar, and this opinion is limited to the laws of the State of Louisiana and the federal securities laws of the United States of America.

Very truly yours,

/s/ Mark W. Hoffman
Mark W. Hoffman
Senior Attorney - Corporate
    and Securities
Entergy Services, Inc.