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<SEC-DOCUMENT>/in/edgar/work/20000628/0000065984-00-000069/0000065984-00-000069.txt : 20000920
<SEC-HEADER>0000065984-00-000069.hdr.sgml : 20000920
ACCESSION NUMBER:		0000065984-00-000069
CONFORMED SUBMISSION TYPE:	POS AMC
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20000628

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY CORP /DE/
		CENTRAL INDEX KEY:			0000065984
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4911
]		IRS NUMBER:				721229752
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		POS AMC
			SEC ACT:		
			SEC FILE NUMBER:	070-08839
			FILM NUMBER:		663046
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		639 LOYOLA AVE
				CITY:			NEW ORLEANS
				STATE:			LA
				ZIP:			70113
				BUSINESS PHONE:		5045295262
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		PO BOX 61000
					CITY:			NEW ORLEANS
					STATE:			LA
					ZIP:			70161
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	ENTERGY GSU HOLDINGS INC /DE/
						DATE OF NAME CHANGE:	19940329
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	ENTERGY CORP /FL/
							DATE OF NAME CHANGE:	19940329
</FORMER-COMPANY>

							FORMER COMPANY:	
								FORMER CONFORMED NAME:	MIDDLE SOUTH UTILITIES INC
								DATE OF NAME CHANGE:	19890521
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMC
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                                                 File No. 70-8839

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
              Post Effective Amendment No. 3 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)
               ___________________________________


     J. Wayne Leonard                     Steven C. McNeal
     Chairman of the Board, President     Vice President and 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:


                           Ann G. Roy, Esq.
                        Entergy Services, Inc.
                          639 Loyola Avenue
                        New Orleans, LA 70113


<PAGE>

Item I.   Description of the Proposed Transactions

      Item 1, paragraph 1.1 is amended by deleting in the 6th
line, "December 31, 2000" and inserting "December 31, 2005".

   D. Compliance with Rules 53 and 54.

   The proposed transactions are also subject to Rule 54.  In
determining whether to approve the issue or sale of a security by
a registered holding company for purposes other than the
acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of capitalization or earnings of any subsidiary which is
an EWG or FUCO upon the registered holding company system if Rule
53(a), (b) and (c) are satisfied.  In that regard, assuming
consummation of the transactions proposed in this application,
all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.

   Entergy's "aggregate investment" in EWGs and FUCOs was
approximately representing 40.2% of Entergy's consolidated
retained earnings as of March 31, 2000 was $112,322,020.
Furthermore, Entergy has complied with and will continue to
comply with the record keeping requirements of Rule 53(a)(2)
concerning affiliated EWGs and FUCOs.  In addition, as required
by Rule 53(a)(3), no more than 2% of the employees of Entergy's
domestic public utility subsidiary companies would render
services to affiliated EWGs and FUCOs.  Finally, none of the
conditions set forth in Rule 53(b), under which the provisions of
Rule 53 would not be available, have been met.

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 July 14, 2000.

      The Company further requests that the Commission's order
      permitting the Application-Declaration to become effective
      issue by October 1, 2000 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:


       F-2         Opinion of Ann G. Roy, Esq. Assistant General
                   Counsel, Corporate & Securities, Entergy
                   Services, Inc.

       H-2         Suggested form of Supplemental Notice of
                   Proposed Transaction in the Federal Register


<PAGE>

                            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/ Steven C. McNeal
                                         Steven C. McNeal
                                   Vice President and Treasurer


Dated: June 27, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                      Exhibit F-2


                                        New Orleans, Louisiana
                                        June 27, 2000


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



Ladies and Gentlemen:

     Entergy Corporation, a Delaware corporation (the "Company"),
a registered holding company under the Public Utility Holding
Company Act of 1935, as amended, (the "Act") proposes to issue
and sell a total of 20,000,000 shares of its authorized but
unissued common stock, par value $.01 per share ("Common Stock")
pursuant to the Entergy Corporation Dividend Reinvestment and
Stock Purchase Plan (the "Plan"), through December 31, 2005.

     In this connection, I have examined the Certificate of
Incorporation of the Company, the bylaws of the Company, each as
amended, the Plan documents, the description of the Plan
contained in the Registration Statement filed on Form S-3
pursuant to the Securities Act of 1933, as amended, ( the
"Securities Act") with respect to the Plan (Registration No. 333-
02503) (the "1996 Registration Statement"), Registration
Statement and Post Effective Amendment No. 1 filed on Form S-3
pursuant to the Securities Act, (Registration No. 333-22007) (the
"1997 Registration Statement"), and other such documents,
certificates and corporate records, and such matters of law, as I
have deemed necessary for the purpose of rendering this opinion.

     Based upon the foregoing, I am of the opinion that:

        1. The Company is a corporation validly organized and
           existing under the laws of the State of Delaware.

        2. All actions necessary to make valid the issuance and
           sale by the Company of the Common Stock pursuant to
           the Plan described above will have been taken when:

           (a) the Application- Declaration and related orders
               shall have been granted and permitted to become
               effective in accordance with the applicable
               provisions of the Act;

           (b) the 1996 Registration Statement and the 1997
               Registration Statement pursuant to which the Common
               Stock has been registered under the Securities Act,
               shall have been duly filed and become effective; and

           (c) all appropriate final action shall have been taken
               by the board of directors, or duly appointed committee
               thereof, and/or an authorized officer of the Company
               with respect to the proposed transactions.

        3. When the foregoing steps have been taken and assuming
           (i) the proposed transaction is consummated in
           accordance with the Application-Declaration and related
           orders of the Commission, (ii) the Common Stock is duly
           registered under the Securities Act and the 1996
           Registration Statement and 1997 Registration Statement
           with respect thereto have been filed, become and remain
           effective, (iii) the Board of Directors of the Company,
           or duly appointed committee, and/or an authorized
           officer, shall have authorized the issuance and sale of
           the Common Stock pursuant to and in accordance with the
           Plan, (iv) the Common Stock upon issuance is duly
           credited to the Plan participants by the administrator
           of the Plan, (v) with respect to the certificated shares
           of Common Stock issued pursuant to the Plan, the
           certificates representing those shares have been duly
           executed, countersigned, and registered and delivered,
           and (vi) the consideration therefore shall have been
           duly received and accepted by the Company:

           (a) all state laws that relate or are applicable to
               the proposed transaction (other than so called
               "blue-sky" laws or similar laws upon which I do
               not pass herein) will have been complied with;

           (b) the Common Stock will be validly issued, fully
               paid and non-accessible, and the holders thereof
               will be entitled to the rights and privileges
               appertaining thereto set forth in the Company's
               Certificate of Incorporation, as amended; and

           (c) the consummation of the proposed transaction by
               the Company will not violate the legal rights of
               the holders of any securities issued by the Company.

I consent to the filing of this opinion as an exhibit to the
Application-Declaration.

                                  Very truly yours,

                                  /s/ Ann G. Roy

                                  Ann G. Roy
                                  Corporate and Securities
                                  Entergy Services, Inc.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                      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 orders of the Commission dated June 6, 1996 (HCAR

No. 26541) and February 7, 1997  (HCAR No. 26661), Entergy was

authorized to issue and sell through December 31, 2000, up to

twenty million shares of its authorized but unissued common

stock, par value $0.01 per share, pursuant to its  Dividend

Reinvestment and Stock Purchase Plan (the "Plan") through

December 31, 2000.  Entergy now proposes to extend its authority

to sell the  twenty million shares (20,000,000),  pursuant to the

Plan through December 31, 2005.  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.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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