U-1/A

                                                 File No. 70-8889

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                            FORM U-1
                  ____________________________

                        AMENDMENT NO. 1
                               To
                    APPLICATION-DECLARATION
                             Under
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                  ____________________________

                      Entergy Corporation
                       639 Loyola Avenue
                     New Orleans, LA  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)
                  ____________________________

Terry L. Ogletree                       Gerald D. McInvale
President                               Executive Vice President
Entergy Enterprises, Inc.               Chief Financial Officer
900 South Shackleford Road              Entergy Corporation
Little Rock, AR  72211                  639 Loyola Avenue
                                        New Orleans, LA  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:

Frederick F. Nugent, Esq.               Laurence M. Hamric, Esq.
General Counsel                         General Attorney
Entergy Enterprises, Inc.               Entergy Services, Inc.
900 South Shackleford Road              639 Loyola Avenue
Little Rock, AR  72211                  New Orleans, LA  70113

                     Thomas C. Havens, Esq.
                      Mayer, Brown & Platt
                         1675 Broadway
                   New York, New York  10019




Item 3.   Fees, Commissions and Expenses.

     The fees, commission and expenses expected to be paid or
incurred, directly or indirectly, in connection with the proposed
transactions are estimated to be approximately $10,000, including
the filing fee of the Commission of $2,000, and fees and expenses
of counsel of approximately $8,000.


Item 6.   Exhibits and Financial Statements.

     (a)  Exhibits:

          F  -  Opinion of Frederick F. Nugent, Esq.




                           SIGNATURES

     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.



                              ENTERGY CORPORATION


                              By:   /s/ Louis E. Buck, Jr.
                                     Louis E. Buck, Jr.
                                   Vice President, Chief
                                   Accounting Officer and
                                    Assistant Secretary




Dated:  September 11, 1996

EX-5

                                                        EXHIBIT F


September 11, 1996


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

     Re:  File No. 70-8889
          Entergy Corporation - Application-Declaration
          with Respect to Restructuring of Subsidiaries

Ladies and Gentlemen:

     I am Assistant Secretary for Entergy Enterprises, Inc. and
am familiar with the transactions described and proposed (the
"Proposed Transactions") in the Application-Declaration on Form U-
1, as amended (the "Application"), filed with the Securities and
Exchange Commission (the "Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), in the above-
referenced File.  The Proposed Transactions relate generally to
the restructuring by Entergy Corporation ("Entergy") of its
holdings in its indirect subsidiary company, Entergy Richmond
Power Corporation ("Entergy Richmond").  I have examined, among
other things, the Application and such other documents,
certificates and corporate records, and such matters of law, as I
have deemed necessary to form the basis of this opinion.

     Based upon the foregoing, it is my opinion that:

1.   Entergy Richmond is a corporation validly organized and duly
existing under the laws of the State of Delaware.

2.   All actions necessary to make valid the Proposed
Transactions will have been taken when: (i) the Application shall
have been granted and/or permitted to become effective in
accordance with the applicable provisions of the Act; and (ii)
all requisite final action authorizing the Proposed Transactions
shall have been taken by the Boards of Directors of Entergy,
Entergy Richmond or Entergy Power Development Corporation, or by
duly authorized officers or committees thereof.

3.   When the foregoing steps have been taken, and assuming the
Proposed Transactions are consummated in accordance with the
Application and the related order or orders of the Commission:
(i) all state laws applicable to the Proposed Transactions will
have been complied with; (ii) the securities of Entergy Richmond
being acquired by Entergy as described in the Application will be
validly issued, fully paid and nonassessable, and Entergy will be
entitled to the rights and privileges appertaining thereto as
described in Entergy Richmond's charter; (iii) Entergy may
lawfully acquire the securities of Entergy Richmond as described
in the Application; and (iv) the consummation of the Proposed
Transactions 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 Illinois bar and do not hold myself out
as an expert on the laws of any other state.

     I hereby consent to the use of this opinion as an exhibit to
the Application.


                                        Very truly yours,

                                        /s/ Frederick F. Nugent

                                        Frederick F. Nugent