File No. 70-9189

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           Form U-l/A
                         Amendment No. 4
               ___________________________________
                                
                     APPLICATION-DECLARATION
                              under
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
               ___________________________________
                                
                       Entergy Corporation
                        639 Loyola Avenue
                  New Orleans, Louisiana  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)
               ___________________________________
                                
                         Naomi Nakagama
           Senior Vice President-Finance and Treasurer
                     Entergy Services, Inc.
                        639 Loyola Avenue
                  New Orleans, Louisiana 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.     William T. Baker, Jr. Esq.
           Ann G. Roy, Esq.             Reid & Priest LLP
           Entergy Services, Inc.       40 West 57th Street 
           639 Loyola Avenue            New York, NY  10019
           New Orleans, LA 70113        


Item 1. Description of Proposed Transactions.

     Section D Form U-1, Compliance with Rules 53 and 54, is
     hereby amended by the addition of the following paragraphs:
          
          On March 20, 1995, Standard & Poors ("S&P"), lowered
     the ratings of Entergy Gulf States, Inc. ("GSU", formerly
     Gulf States Utilities Company) as follows:
          
          Senior Secured Debt to triple `B' minus from triple `B'
          Senior Unsecured Debt and Preferred Stock from double
           `B'from triple `B'
                minus
          Preference Stock to double `B' from double `B' plus
          
     S&P's stated reasons for the downgrade were as follows:
          
          "The downgrade results from decision by the Public
          Utilities Commission of Texas (PUCT) to reduce GSU's
          rates by $52.9 million.  The reduction is less than the
          $93 million originally proposed by the hearing
          examiner.  The rate change includes reductions
          associated with calculating rates based on "actual
          taxes paid methodology", the premium paid for the power
          purchased from the Nelson Plant, a small disallowance
          of certain River Bend operation and maintenance costs,
          and certain amount associated with allocation of costs.
          
          The rate reduction coupled with the financial pressures
          resulting from the Cajun Electric bankruptcy filing
          with rate of recovery of the utility from financial
          stress resulting from large debt burden incurred from
          the construction of River Bend Nuclear Station.  Funds
          from operations interest coverage is projected to be
          weak for the rating in the near term.  The utility is
          expected to aggressively control costs during the
          recovery period and reduce dividends of to Entergy
          Corp., to mitigate the effects of the rate reductions."

          March 31, 1995, Moody's Investors Service ("Moody's")
     downgraded GSU's First Mortgage Bonds to Baa3 from Baa2;
     debentures and senior unsecured pollution control bonds to
     Ba1 from Baa3; and preferred stock to ba1 from baa3.
     Moody's stated reasons for the downgrade were as follows:
          
          On Monday, March 20, the PUCT ordered an annual rate
          reduction of $52.9 [sic] million in GSU's Texas service
          territory.  Moody's believes that this rollback, when
          combined with the prior rate rollbacks of $20 million
          in 1993 and $20 million in 1994, hinders substantially
          the financial flexibility of GSU going forward.  In
          addition, Moody's notes that GSU is facing a myriad of
          other uncertainties, including the ultimate resolution
          of the Cajun lawsuit, ramifications of the Cajun
          bankruptcy on River Bend operations, potential River
          Bend asset write-downs, merger related write-offs and
          regulatory proceeds with negative implications in its
          Louisiana service territory.  Final arguments in the
          Cajun lawsuit were heard on March 17, 1995, and it is
          unclear as to how long the judge, who is also the
          bankruptcy judge in the Cajun Chapter 11 filing will
          take to issue a decision.  Moody's believes that even a
          dismissal of the lawsuit will result in at least a
          write-off of the operating and maintenance expenses
          owed to GSU for River Bend."
                                
                                
                                
                            SIGNATURE


     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 4 to the Application/Declaration to be signed on
its behalf by the undersigned thereunto duly authorized.


                                      ENTERGY CORPORATION
                                      
                                      
                                 By:      /s/ Michael G. Thompson
                                         Michael G. Thompson
                                  Senior Vice President, General
                                      Counsel and Secretary
                                      
                                      
                                      
Dated:  July 13, 1998