File No. 70-8511

               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON,  D. C.  20549
                _________________________________
                                
                 Post-Effective Amendment No. 7
                             to the
                           Form U-1/A
               __________________________________
                                
                    APPLICATION - DECLARATION
                              Under
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                _________________________________
                                
System Energy Resources, Inc.     Entergy Corporation
1340 Echelon Parkway              P.O. Box 61005
Jackson, Mississippi 39213        New Orleans, Louisiana  70161
Telephone:  601-368-5000          Telephone:  504-529-5262
                                  
Entergy Arkansas, Inc.            Entergy Louisiana, Inc.
P.O. Box 551                      639 Loyola Avenue
Little Rock, Arkansas  72203      New Orleans, Louisiana  70113
Telephone:  501-377-4000          Telephone:  504-576-4000
                                  
Entergy Mississippi, Inc.         Entergy New Orleans, Inc.
P.O. Box 1640                     639 Loyola Avenue
Jackson, Mississippi  39205       New Orleans, Louisiana  70113
Telephone:  601-969-2311          Telephone:  504-576-4000
                                  
                                
     (Names of companies filing this statement and addresses
                 of principal executive offices)
               __________________________________
                                
                       ENTERGY CORPORATION
                                
             (Name of top registered holding company
             parent of each applicant or declarant)
                                
                _________________________________
                                

                    Steven C. McNeal
                    Vice President, Corporate Finance
                    Entergy Services, Inc.
                    639 Loyola Avenue
                    New Orleans, LA  70113
                    (504) 576-4363

             (Name and address of agent for service)
              _____________________________________
                                
         The Commission is also requested to send copies
      of communications in connection with this matter to:
                                

                  Laurence M. Hamric, Esq.     
                  Ann G. Roy, Esq.
                  Entergy Services, Inc.
                  639 Loyola Avenue
                  New Orleans, Louisiana 70113
                  (504) 576-2095
                                               

The Application-Declaration is amended as follows:

Item 1.   Description of Proposed Transactions.

      Section B.     Issuance of First Mortgage Bonds and
      Debentures and Related Matters.
      
      Section B, Issuance of First Mortgage Bonds and Debentures
      and Related Matters, Paragraph 19 is restated in its
      entirety as follows:
      
          System Energy further proposes to use the net proceeds
     derived from the issuance and sale of the Bonds and the
     issuance and sale of the Debentures for general corporate
     purposes, including, but not limited to, the repayment of
     outstanding securities when due and/or the possible
     redemption or the acquisition of outstanding First Mortgage
     Bonds, the payment of construction costs and nuclear fuel
     costs, the repayment of short- and long-term borrowings and
     for other working capital needs.
      
      Section C.     Issuance and Sale of Tax-Exempt Bonds and
      Related Matters.
      
      Section C, Issuance and Sale of Tax-Exempt Bonds and
      Related Matters, Paragraph 2 is restated in its entirety
      as follows:
      
          The proceeds of the sale of Tax-Exempt Bonds, net of
      any underwriters' discounts or other expenses payable from
      proceeds, will be applied to refinance certain Pollution
      Control Revenue Bonds that were previously issued to
      finance pollution control facilities at the Grand Gulf
      Nuclear Station ("Facilities").  Pursuant to the terms of
      each Facilities Agreement, the Issuer will pay to or
      provide for the benefit of System Energy the total amount
      of the proceeds of the Tax-Exempt Bonds and System Energy
      will agree to pay amounts sufficient to pay the principal
      or redemption price of, premium, if any, and interest on
      the Tax-Exempt Bonds.  Such payments will be made by
      System Energy directly to the Trustee pursuant to the
      Indenture.  If the Facilities Agreement is in the form of
      an installment purchase agreement, the Facilities may be
      transferred by installment sale between the Issuer and
      System Energy.  Under the Facilities Agreement, System
      Energy may also be obligated to pay (i) the fees and
      charges of the Trustee and any registrar or paying agent
      under the Indenture, and, if any, a Remarketing Agent and
      a Tender Agent as hereinafter referred to, (ii) all
      expenses incurred by the Issuer in connection with its
      rights and obligations under the Facilities Agreement,
      (iii) all expenses necessarily incurred by the Issuer or
      the Trustee under the Indenture in connection with the
      transfer or exchange of Tax-Exempt Bonds, and (iv) certain
      other fees and expenses.
          
      Section D.     Other.

      Section D , Compliance with Rules 53 and 54, is hereby
deleted in its entirety and restated as follows:
      
          Entergy hereby represents that, pursuant to Rule 54
     under the Act, (1) for the reasons discussed below, the
     condition set forth in Rule 53(a)(1) that Entergy's
     "aggregate investment" in "exempt wholesale generators"
     ("EWGs") and "foreign utility companies" ("FUCOs") not
     exceed 50% of Entergy's "consolidated retained earnings" is
     not currently satisfied, and (2) all of the other criteria
     of Rule 53(a) and (b) are satisfied.<FN1>
      
          Entergy's "aggregate investment" in EWGs and FUCOs is
     equal to approximately 54% of Entergy's "consolidated
     retained earnings" as of March 31, 1998.  Entergy's
     "aggregate investment" currently exceeds the 50% limitation
     in Rule 53(a)(1) as a result of certain charges against
     Entergy's consolidated retained earnings, including a net
     decrease of approximately $140 million in Entergy's
     consolidated retained earnings from the quarter ended June
     30, 1997 to the quarter ended September 30, 1997.  This $140
     million net decrease was attributable primarily to the
     recording in July 1997 of a one-time "windfall profits tax"
     imposed by the British government on London Electricity plc
     ("London Electricity"), an indirect subsidiary of Entergy
     and a FUCO, and other privatized companies in the United
     Kingdom.  This tax, which was approximately US$234 million
     for London Electricity, was made payable in installments,
     the first of which was paid on December 1, 1997, and the
     second which will be due on December 1, 1998.  The first
     installment was paid by London Electricity, without need for
     additional investment by Entergy, and it is not anticipated
     that there will be a need for any additional investment by
     Entergy to fund London Electricity's payment of the second
     installment.  Entergy states that, but for the windfall
     profits tax aggregate earnings from EWGs and FUCOs would
     have made a positive contribution to Entergy's retained
     earnings for the year ended December 31, 1997.
      
          Following the July 2, 1997 announcement by the Labor
     Government of the proposed windfall profits tax, a Standard
     & Poor's Ratings Group report listed 13 British utilities,
     including London Electricity, on "CreditWatch with negative
     implications".  However, as of March 31, 1997, London
     Electricity's senior debt ratings have not changed due to
     the enactment of the windfall profits tax.  Moreover, as
     noted below, after Entergy announced its intent to acquire
     London Electricity, Standard & Poor's Ratings Group affirmed
     its outstanding ratings on the Entergy's operating
     companies' senior secured debt.
      
           Entergy currently is not rated by Standard & Poor's
     Ratings Group.  However, all of Entergy's operating
     companies have debt ratings of at least investment grade,
     except that Entergy Gulf States, Inc.'s ("Gulf States") debt
     ratings for all debt other than senior secured debt is below
     investment grade.  Currently, Gulf States has $904.7 million
     in long term debt below investment grade consisting of
     preferred stock, quarterly income preferred securities,
     debentures, and tax-exempt bonds.  However, as of July 1,
     1998, $50 million in debentures will be retired and $21.6
     million in tax-exempt bonds will be redeemed resulting in
     $833.1 million of long-term debt remaining outstanding below
     investment grade for Gulf States.
          
          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."
      
     Section E.     Capitalization Ratios.

     Section E, Capitalization Ratios is deleted in its entirely
     and restated as follows:

          Entergy states that as of March 31, 1998, Entergy's
     consolidated capitalization consisted of 42.9% equity
     (including mandatorily redeemable preferred securities) and
     57.1% debt, (including long-term debt, currently maturing
     long-term debt, preferred stock of subsidiaries with sinking
     fund, and preference stock of subsidiaries).  On a pro forma
     basis, taking into consideration the transaction
     contemplated in this filing, the ratios would be 42.2% to
     57.8%, respectively, for equity and debt.  Entergy states
     that, its consolidated capitalization ratio, will not be
     materially effected by this transaction.  Entergy further
     states that as of September 30, 1992, before the original
     investment by Entergy in EWGs or FUCOs, Entergy's
     consolidated debt to total capital ratio was 54.6% and its
     capitalization ratio was 45.4%, and as of March 31, 1998,
     Entergy's debt to total capital ratio was 57.1% and its
     capitalization ratio was 42.9%.


Item 6.   Exhibits and Financial Statements

      Item 6, Exhibits and Financial Statements is amended to
include the following:


      Section A.    Exhibits

               H-3       Amended revised suggested form of Notice
               of proposed transactions for publication in the
               Federal Register (deleted and restated in its
               entirety).



<PAGE>
                           SIGNATURES
                                
Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, the undersigned companies have duly caused

this amendment to be signed on their behalf by the undersigned

thereunto duly authorized.



                    SYSTEM ENERGY RESOURCES, INC.
                    ENTERGY CORPORATION
                    ENTERGY ARKANSAS, INC.
                    ENTERGY LOUISIANA, INC.
                    ENTERGY MISSISSIPPI, INC.
                    ENTERGY NEW ORLEANS, INC.
                    
                    
                    
                    
                    By:      /s/ Louis E. Buck
                                Louis E. Buck
                       Vice President, Chief Accounting Officer and
                             Assistant Secretary
                    



Dated: July 30, 1998

_______________________________
<FN1> The terms "aggregate investment" and "consolidated retained
      earnings" are used herein as defined in Rule 53.