SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                         AMENDMENT NO. 2

                               to

                            FORM U-57


         NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS


                Filed under Section 33(a) of the

     Public Utility Holding Company Act of 1935, as amended


                  Entergy International Ltd LLC
              _____________________________________
                (Name of foreign utility company)


                       Entergy Corporation
         _______________________________________________
         (Name of filing company, if filed on behalf of
                   a foreign utility company)


        The Commission is requested to mail copies of all
         communications relating to this Notification to:

                     Laurence M. Hamric, Esq.
                    Associate General Counsel
                      Entergy Services, Inc.
                        639 Loyola Avenue
                  New Orleans, Louisiana  70113




      Entergy Corporation ("Entergy"), a registered holding
company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), acting on behalf of Entergy International
Ltd LLC ("EIL") a limited liability company organized under the
Delaware General Corporation Law, hereby amends and restates the
notification previously filed with the Securities and Exchange
Commission (the "Commission") that EIL is, and claims status as,
a "foreign utility company" ("FUCO") within the meaning of
Section 33 of the Act.

Item 1. Name, Business Address, Facilities and Ownership

      The name and business address of the company claiming FUCO
status is:

      Entergy International Ltd LLC
      c/o Entergy Services, Inc.
      P.O. Box 61000
      New Orleans, Louisiana  70161

      EIL, an indirect subsidiary of Entergy, was organized for
the purpose of acquiring and holding certain of Entergy's
investments in foreign utility companies.

      At the current time, the EIL has two such investments which
it indirectly owns through its subsidiaries.

       (1)  Entergy Australia DB 1A Pty Limited ("Entergy
Australia"), which is indirectly owned by EIL, owns an interest
in United Energy Limited, a publicly listed utility engaged in
the management and distribution of electricity in the State of
Victoria, Australia.  EIL and Entergy own, indirectly through
Entergy Australia, 1,000 shares of the common stock of United
Energy Limited.

     United Energy Limited is the first electric business listed
on the Australian Stock Exchange.  Approximately 42% of the
company was sold to the public at large by an initial public
offering in May of 1998.  The remaining 58% is owned by
Utilicorp, a public utility holding company formed under the laws
of the United States, and AMP, an insurance company formed under
the laws of Australia.  United Energy Limited is an electric
distribution utility serving approximately 546,000 customers in
the State of Victoria, Australia.  A majority of its sales are
earned from its regulated distribution network business.  The
regulated distribution business and connection charges for access
to its distribution system are regulated by the Office of the
Regulator General.

    (2)  Entergy UK Enterprises ("EUKE"), which is indirectly
owned by EIL, owns an interest in National Grid Group plc, a
holding company whose primary subsidiary is the sole independent
transmission company for England and Wales.  Entergy and EIL own,
indirectly through EUKE, 100 American Deposit Receipts of
National Grid Group plc.

     National Grid Group plc is a holding company formed in 1989
under the laws of England and Wales.  One of its principal
subsidiaries is The National Grid Company plc ("NGC") which as a
result of the U.K. government's attempts to privatize its
utility industry is the sole independent transmission company for
England and Wales.  As such, NGC owns 4,300 miles of overhead
transmission lines and 400 miles of underground cables in England
and Wales and with interconnections with Scotland and France.  It
is subject to the regulatory controls overseen by the Director
General of Electricity with respect to the prices it may charge
for transmission services in England and Wales.

     Other than Entergy and its subsidiaries, no person holds a
5% or more voting interest in EIL.

Item 2.   Domestic Associate Public-Utility Companies of EIL and
          their relationship to EIL

        The following companies, each of which is a direct or
indirect subsidiary of Entergy, are domestic associate public-
utility companies of EIL: Entergy Arkansas, Inc. ("EAI"), Entergy
Gulf States, Inc. ("EGSI"), Entergy Louisiana, Inc. ("ELI"),
Entergy New Orleans, Inc. ("ENOI"), Entergy Mississippi, Inc.
("EMI"), The Arklahoma Corporation ("Arklahoma"), System Energy
Resources, Inc. ("SERI"), Entergy Power, Inc. ("EPI"), and
Entergy Operations, Inc. ("EOI")(EAI, EGSI, ELI, ENOI, EMI,
Arklahoma, SERI, EPI and EOI are collectively referred to as
"Domestic Utilities").  None of the Domestic Utilities has made
an investment in or has any contractual relationship with EIL.

EXHIBIT A.  State Certification

        Not Applicable.

                           SIGNATURES

     The undersigned company has duly caused this amendment to be
signed on its behalf by the undersigned thereunto duly
authorized.

                         ENTERGY CORPORATION

                              By:   /s/ Steven C. McNeal
                                  Steven C. McNeal
                                  Vice President and Treasurer
Dated: October 4, 1999