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<SEC-DOCUMENT>0000065984-96-000073.txt : 19960502
<SEC-HEADER>0000065984-96-000073.hdr.sgml : 19960502
ACCESSION NUMBER:		0000065984-96-000073
CONFORMED SUBMISSION TYPE:	U-1/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		19960501
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARKANSAS POWER & LIGHT CO
		CENTRAL INDEX KEY:			0000007323
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				710005900
		STATE OF INCORPORATION:			AR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		U-1/A
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-08761
		FILM NUMBER:		96554735

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 551
		STREET 2:		40TH FLOOR
		CITY:			LITTLE ROCK
		STATE:			AR
		ZIP:			72203
		BUSINESS PHONE:		5013774000

	MAIL ADDRESS:	
		STREET 1:		P O BOX 551
		CITY:			LITTLE ROCK
		STATE:			AR
		ZIP:			72203
</SEC-HEADER>
<DOCUMENT>
<TYPE>U-1/A
<SEQUENCE>1
<TEXT>




                                                 File No. 70-8761
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
             _______________________________________
                                
                         Amendment No. 1
                               to
                            Form U-1
                                
                     APPLICATION-DECLARATION
                              under
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                ________________________________
                                
                     Entergy Arkansas, Inc.
                     425 West Capitol Avenue
                  Little Rock, Arkansas  72201
                                
       (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)
                 ______________________________
                                
                      William J. Regan, Jr.
                   Vice President and Treasurer
                     Entergy Arkansas, Inc.
                     425 West Capitol Avenue
                  Little Rock, Arkansas  72201
                                
            (Name and address of agent for service)
                 ______________________________
                                
     The Commission is also requested to send copies of any
        communications in connection with this matter to:
  
  Laurence M. Hamric, Esq.           John T. Hood, Esq.
  Entergy Services, Inc.             Reid & Priest LLP
  639 Loyola Avenue                  40 West 57th Street
  New Orleans, Louisiana  70113      New York, New York  10019
  
  

<PAGE>

  Item 5.   Procedure.
  
            The first paragraph of Item 5 of the Application-
  Declaration is hereby supplemented to include the following at
  the end of such paragraph:
  
            "Entergy Arkansas, Inc. (formerly Arkansas Power &
  Light Company) further requests that it be authorized to
  consummate the proposed acquisition of the Shares by no later
  than December 31, 1996."
  
  
  Item 6.   Exhibits and Financial Statements.
  
  (a)    Exhibits:
  
       D-2        Order of the Arkansas Public Service Commission
                  authorizing the proposed acquisition of
                  the Shares.
                           
<PAGE>                           
                           SIGNATURE

       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 ARKANSAS, INC.



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



Dated:  May 1, 1996

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<TEXT>

                                                          Exhibit D-2
                                  
                             BEFORE THE
                 ARKANSAS PUBLIC SERVICE COMMISSION
                                  
                                  
IN THE MATTER OF THE APPLICATION   )
OF ARKANSAS POWER & LIGHT COMPANY  )
FOR AUTHORIZATION TO PURCHASE      )    DOCKET NO. 95-649-U
COMMON STOCK OF THE ARKLAHOMA      )    ORDER NO. 1
CORPORATION                        )

                                ORDER
                                  
      On  December 14, 1995, Arkansas Power & Light Company  ("AP&L")
filed an Application and supporting testimony of Mr. Edgar B. Daigle,
Jr. requesting authorization to purchase 68 shares of common stock of
the  Arklahoma  Corporation  from Oklahoma  Gas  &  Electric  Company
("OG&E").  AP&L states that OG&E requested the purchase in  order  to
facilitate the formation by OG&E of a holding company exempt from the
registration requirements of the Holding Company Act.  OG&E  believes
that if it reduces its percentage ownership of Arklahoma common stock
to  less  than  5%,  by selling 68 shares to AP&L and  78  shares  to
Southwestern Electric Power Company, Arklahoma will not be deemed  an
"affiliate"  of  OG&E for purposes of the Holding Company  Act.   Mr.
Daigle testifies that AP&L needs the transmission line that is  owned
by  Arklahoma to continue to provide adequate electric service  to  a
significant portion of AP&L's customers in that area.

     On April 9, 1996, Mr. Phil Young, Public Utility Analyst for the
General Staff of the Commission, filed testimony not opposing  AP&L's
Application.  Mr. Young states that his recommendation  is  based  on
the  assurances  provided by AP&L and OG&E that  Arkansas  ratepayers
will  not  bear  the  costs of the investment by AP&L  or  the  costs
related to the transactions.

      The  Commission finds that based on the assurance  provided  by
AP&L  and  OG&E  in both this docket and Docket No. 95-499-U,  AP&L's
Application does not represent any harm to Arkansas ratepayers and is
hereby approved.

BY ORDER OF THE COMMISSION
This 17th day of April, 1996.


                              Sam I. Bratton, Jr., Chairman

                              Patricia S. Qualls, Commissioner

                              Julius D. Kearney, Commission

Jan Sanders
Secretary of the Commission

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