U-1/A

                                                 File No. 70-8839
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
              Post Effective Amendment No. 1 to the
                           Form U-1/A
               ___________________________________
                                
                     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)
               ___________________________________
                                
                                
           Edwin Lupberger               William J. Regan, Jr.
           Chairman   of   the   Board,  Vice   President    and
           President                     Treasurer
           and Chief Executive Officer   Entergy Corporation
           Entergy Corporation           639 Loyola Avenue
           639 Loyola Avenue             New Orleans, LA 70113
           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:
                                
                                
                       Laurence M. Hamric, Esq.
                           Ann G. Roy, Esq.
                        Entergy Services, Inc.
                          639 Loyola Avenue
                        New Orleans, LA 70113

Item I.   Description of the Proposed Transactions

      Section 1.12 is deleted in its entirety and restated as
      follows:

      The Company was previously authorized in this proceeding
      (HCAR No. 26528, June 6, 1996) to enter into the above
      described transactions.  The Company now proposes to issue
      and sell, pursuant to the Plan, an additional 20,000,000
      shares of its authorized but unissued common stock, par
      value $0.01 per share.  All other provisions of the Plan
      will remain the same.

      As of December 31, 1996, the Company had sold 4,438,931
      shares of common stock at an average price of $26.60
      pursuant to the Plan.

      Section 1.13 is added as follows:

      The Company states that the requirements of rule 53, with
      respect to exempt wholesale generators ("EWGs") as defined
      in section 32 of the Act, and foreign utility companies
      ("FUCOs") as defined in section 33 of the Act, and rule 54
      are and, assuming consummation of the above described
      proposed transactions, will be satisfied.  As a result,
      pursuant to rule 54, the Commission shall not consider the
      effect of the capitalization or earnings of EWG or FUCO
      subsidiaries on the registered holding company system in
      determining whether to approve the proposed transactions.

Item 2.   Fees, Commissions and Expenses

      Item 2 is supplemented by the following paragraph:

      All additional expenses related to the additional shares
      of common stock are not expected to deviate materially
      from those fees and expenses customarily incurred in
      connection with similar plans.  The Company will disclose
      such additional fees and expenses in a certificate filed
      pursuant to Rule 24 under the Act.

Item 5.   Procedure

      Item 5, is deleted in its entirety and restated as
      follows:

      The Company requests that the Commission's notice of
      proposed transactions published pursuant to Rule 23(e) be
      issued by January 31, 1997, or as soon thereafter as
      practicable.

      The Company further requests that the Commission's order
      permitting the Application-Declaration to become effective
      issue by February 28, 1997 with respect to the
      transactions described herein, so that the Company will be
      in a position to issue the additional shares to
      Participants commencing as soon thereafter as practicable.

      The Company hereby waives a recommended decision by a
      hearing officer or any other responsible officer of the
      Commission and hereby consents that the Division of
      Investment Management may assist in the preparation of the
      Commission's decisions and/or order in this matter.

Item 6Exhibits and Financial Statements

      Item 6 is amended to include the following:

                   
       **C-2       Registration Statement No. 333-
                   relating to the Entergy Corporation Dividend
                   Reinvestment and Stock Purchase Plan and the
                   additional shares of common stock
                   
       **F-2       Opinion of Laurence M. Hamric, Esq. General
                   Attorney, Corporate & Securities, Entergy
                   Services, Inc.
                   
         H-2       Suggested form of Supplemental Notice of
                   Proposed Transaction in the Federal Register
                   


**    To be filed by amendment


                            SIGNATURE
                                
      Pursuant to the requirements of the Public Utility Holding
      Company Act of 1935, the undersigned company has duly
      caused this Application/Declaration to be signed on its
      behalf by the undersigned thereunto duly authorized.

                                 ENTERGY CORPORATION
                                 
                                 
                            By:      /s/William J. Regan, Jr.
                                      William J. Regan, Jr.
                                   Vice President and Treasurer



Dated:  January 27, 1997

EX-99

                                                      EXHIBIT H-2
                             Proposed Form of Supplemental Notice


ENTERGY CORPORATION


          Entergy Corporation ("Entergy" or the "Company"), 639

Loyola Avenue, New Orleans, Louisiana, 70113, a registered

holding company, has filed a Post Effective Amendment to its

Application-Declaration (File No. 70-8839) under Section 6(a) and

7 of the Act and Rule 54 thereunder.



          By order of the Commission dated June 6, 1996 (HCAR No.

26541) Entergy was authorized to issue and sell through December

31, 2000, up to ten million shares of its authorized but unissued

common stock, par value $0.01 per share, pursuant to its new

Dividend Reinvestment and Stock Purchase Plan (the "Plan").

Entergy now proposes to issue and sell up to an additional twenty

million shares of its authorized but unissued common stock, par

value $0.01 per share, pursuant to the Plan.  All other

provisions of the Plan will remain as previously authorized by

the Commission.



          The Plan provides that participants  may elect to:  (1)

automatically reinvest dividends received on all of their shares

of common stock; or (2) automatically reinvest dividends received

on less than all of their shares of common stock and continue to

receive cash dividends on their remaining shares; and/or (3)

invest in additional shares of common stock by making optional

cash investments.



          The shares of common stock purchased on behalf of the

participants will be either previously issued shares purchased on

the open market or in privately negotiated transactions or newly

issued shares purchased directly from the Company.



          The purchase price of the newly issued shares will be

the weighted average of the daily high and low sales prices of

the common stock on the New York Stock Exchange ("NYSE") during

the pricing period, which will consist of the twelve trading days

immediately preceding the investment date.  The purchase price

for shares purchased on the open market will be the weighted

average price paid by the Plan including brokerage fees and

commissions.



          Optional cash investments in excess of $3,000 per month

may be made pursuant to a waiver granted at the sole discretion

of the Company based on the Company's consideration of relevant

factors as defined in the Plan.  The Plan also provides that in

connection with requests for waiver, the Company may, in its

discretion, establish a minimum price applicable to the relevant

pricing period, as well as a discount.  The discount may be

between 0% and 3% and may vary each month, but once established

will apply uniformly to all optional cash investments made for

that month pursuant to a waiver.



          The Plan will continue to be administered by Chase

Mellon Shareholder Services (successor to Mellon Bank, N.A.) or

such successor administrator as Entergy may designate.