No. 70-7561

               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON,  D. C.  20549
                                
                _________________________________
                                
                 Post Effective Amendment No. 10
                             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             639 Loyola Avenue
Jackson, Mississippi 39213       New Orleans, Louisiana
Telephone:  601-368-5000         70113
                                 Telephone:  504-529-5262
                                 
Entergy Arkansas, Inc.           Entergy Louisiana, Inc.
(formerly Arkansas Power & Light (formerly Louisiana Power
Company)                         & Light
425 West Capitol Avenue            Company)
Little Rock, Arkansas  72201     639 Loyola Avenue
Telephone:  501-377-4000         New Orleans, Louisiana
                                 70113
                                 Telephone:  504-576-4000
                                 
Entergy Mississippi, Inc.        Entergy New Orleans, Inc.
(formerly Mississippi Power &    (formerly New Orleans
Light)                           Public Service
  Company                          Inc.)
308 E. Pearl Street              639 Loyola Avenue
Jackson, Mississippi  39201      New Orleans, Louisiana
Telephone:  601-969-2311         70113
                                 Telephone:  504-576-4000
                                 
                                
                                
     (Names of companies filing this statement and addresses
                 of principal executive offices)
                                
               __________________________________
<PAGE>
                                
                       ENTERGY CORPORATION
                                
             (Name of top registered holding company
             parent of each applicant or declarant)
                                
                _________________________________
                                
                      William J. Regan, Jr.
                  Vice President and Treasurer
       System Energy Resources, Inc., Entergy Corporation,
        Entergy Arkansas, Inc., Entergy Louisiana, Inc.,
     Entergy Mississippi, Inc. and Entergy New Orleans, Inc.
                        639 Loyola Avenue
                  New Orleans, Louisiana  70113
                                
             (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.  J. T. Hood, Esq.
            Ann G. Roy, Esq.          Reid & Priest LLP
            Entergy Services, Inc.    40 West 57th Street
            639 Loyola Avenue         New York, New York
            New Orleans, Louisiana    10019
            70113                     
                                      
<PAGE>

Item 1.   Description of Proposed Transaction

       The  information  added  to  Item  1  of  the  Application
Declaration  in  this  proceeding,  as  previously  amended   and
supplemented by Post Effective Amendment No. 9, is hereby further
amended in its entirety to read as follows:

       "System  Energy  Resources,  Inc.  ("System  Energy")  was
previously  authorized  in  this  proceeding  (HCAR  No.   24791,
December  23,  1988)  to  enter into two separate  but  identical
arrangements for the sale and leaseback of undivided portions  of
its  interest  in  Unit No. 1 of the Grand  Gulf  Steam  Electric
Generating  Station.   These  transactions  were  consummated  on
December 28, 1988.  In connection with the equity funding of  the
arrangements, financial support in the form of letters of  credit
were  required  to  be maintained to secure the  payment  to  the
equity  investors  (Owner Participants) of certain  amounts  (Net
Casualty  Value) that may be payable by System Energy  under  the
respective leases from time to time.

       The  initial letters of credit, in an aggregate amount  of
$128,126,450, were provided by The Fuji Bank, Limited pursuant to
a  Reimbursement  Agreement, dated as of December  1,  1988.   In
1991,  pursuant  to  further  order of  the  Commission  in  this
proceeding  (HCAR  No.  25241, January  11,  1991),  the  initial
letters  of  credit were canceled and replaced by new letters  of
credit, in an aggregate principal amount of $145,751,800,  issued
by  The  Bank  of Tokyo, Ltd., Los Angeles Agency ("The  Bank  of
Tokyo")  pursuant  to  a First Amendment  and  Agreement  to  the
Reimbursement Agreement, dated as of January 11, 1991.  In  1993,
pursuant  to  further order of the Commission in this  proceeding
(HCAR No. 25944, December 10, 1993), the letters of credit issued
in  1991 were canceled and replaced by new letters of credit,  in
an aggregate principal amount of $165,164,950, issued by The Bank
of  Tokyo  pursuant to a Second Amendment and  Agreement  to  the
Reimbursement  Agreement, dated as of December 17,  1993  (as  so
amended,  the "Reimbursement Agreement").  The letters of  credit
issued in 1993 are scheduled to expire on January 15, 1997.

       As  a  condition to the issuance of the letters of credit,
System  Energy  was required to assign, for the  benefit  of  the
letter   of  credit  bank,  the  administrating  bank   and   the
participating  banks,  its  rights  under  (a)  the  Availability
Agreement,  dated as of June 21, 1974, as amended  ("Availability
Agreement"),   among  System  Energy,  Entergy  Arkansas,   Inc.,
("Arkansas"),  Entergy  Louisiana,  Inc.  ("Louisiana"),  Entergy
Mississippi,  Inc. ("Mississippi") and Entergy New Orleans,  Inc.
("New Orleans") (Arkansas, Louisiana, Mississippi and New Orleans
collectively   being  referred  to  as  the   "System   Operating
Companies") and (b) the Capital Funds Agreement, dated as of June
21,  1974, as amended ("Capital Funds Agreement"), between System
Energy and Entergy Corporation ("Entergy").

       In connection with the 1991 replacement of the letters  of
credit,  the Commission issued a public notice (HCAR  No.  25192,
November 23, 1990) that System Energy proposed, during the  basic
terms  of  the leases, to further extend, increase the amount  of
and/or  change the pricing terms of subsequent letters of credit,
subject   to  further  Commission  authorization.   Specifically,
System  Energy proposed to (1) increase the letters of credit  to
an  aggregate  amount  not  in excess of  $200,578,150;  (2)  pay
fronting  and  annual fees to the bank providing the  letters  of
credit  and other participating banks in any amount not in excess
of  an aggregate of 1.4375% per annum; (3) change the identity of
the   letter  of  credit  bank,  administrating  bank   and   any
participating  bank; (4) extend the letters  of  credit  and  the
Reimbursement  Agreement in any increments of time  to  July  15,
2015; (5) enter into one or more additional assignments, for  the
benefit of the letter of credit bank, the administrating bank and
the  participating  banks, of System Energy's  rights  under  the
Availability  Agreement and the Capital Funds Agreement  pursuant
to   the  terms  of  one  or  more  additional  assignments   and
supplementary  agreements  (the System  Operating  Companies  and
Entergy to consent to join in the respective agreements to  which
they  are parties); and (6) to pay arrangement fees in connection
with each such extension or increase in amounts not in excess  of
2.5  %  of the highest amount of the revised letter of credit  in
question.   The  Commission  issued a further  public  notice  on
November 12, 1993 (HCAR No. 25925).

       In  anticipation of the expiration of the existing letters
of  credit,  System  Energy is seeking  authorization  herein  to
replace them with new letters of credit, the terms of which  will
be  within the parameters set forth above and will be reported to
the  Commission by a certificate pursuant to Rule  24  under  the
Public  Utility  Holding Company Act of  1935,  as  amended  (the
"Act").   System Energy is further seeking authorization  herein,
during  the  basic terms of the leases, to extend,  increase  the
amount  of and /or change the pricing terms of subsequent letters
of credit without further Commission authorization.  The terms of
any  subsequent  letters of credit will be within the  parameters
set  forth  above  and  will be reported  to  the  Commission  by
certificates pursuant to Rule 24 under the Act.

      In connection with the issuances of any replacement letters
of  credit,  (a)  System  Energy and the banks  will  enter  into
reimbursement   agreements   or   further   amendments   to   the
Reimbursement  Agreement, and (b) System Energy  and  the  System
Operating  Companies  may  enter  into  one  or  more  additional
assignments of the Availability Agreement and System  Energy  and
Entergy may enter into one or more additional assignments of  the
Capital  Funds  Agreement,  in  each  case,  to  provide  further
security  for  System Energy's reimbursement obligations  to  the
letter   of  credit  bank,  the  administrating  bank   and   the
participating banks."

Item 2.   Fees, Commissions and Expenses

       The  fees, commissions and expenses to be paid or incurred
in  connection  with the transactions proposed  herein  will  not
deviate   materially   from   fees,  commissions   and   expenses
customarily  incurred  in similar transactions  by  other  public
utility companies.  The Applicants-Declarants will disclose  such
fees,  commissions and expenses in certificates pursuant to  Rule
24 under the Act.

Item 5.   Procedure

        The   Applicants-Declarants  hereby  request   that   the
Commission's  supplemental  order  authorizing  the  transactions
proposed herein be issued as soon as practicable.

        The  Applicants-Declarants  hereby  waive  a  recommended
decision  by a hearing officer of the Commission; agree that  the
Staff of the Division of Investment Management may assist in  the
preparation of the Commission's decision; and request that  there
be  no  waiting  period between the issuance of the  Commission's
order and the date on which it is to become effective.

<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.


                    ENTERGY CORPORATION
                    SYSTEM ENERGY RESOURCES, INC.
                    ENTERGY ARKANSAS, INC.
                    ENTERGY LOUISIANA, INC.
                    ENTERGY MISSISSIPPI, INC.
                    ENTERGY NEW ORLEANS, INC.
                    
                    
                    
                    
                    By:       /s/William J. Regan, Jr.
                              William J. Regan, Jr.
                              Vice President and Treasurer


Dated: October 22, 1996