File No. No. 70-7561

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            Form U-1


                 POST-EFFECTIVE AMENDMENT NO. 11
                               TO
                     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 70113

Entergy Arkansas, Inc.                       Entergy Louisiana, Inc.
425 West Capitol Avenue                      639 Loyola Avenue
Little Rock, Arkansas 72201                  New Orleans, Louisiana 70113

Entergy Mississippi, Inc.                    Entergy New Orleans, Inc.
308 East Pearl Street                        639 Loyola Avenue
Jackson, Mississippi 39201                   New Orleans, Louisiana 70113

          (Names of companies filing this statement and
            addresses of principal executive offices)


                       Entergy Corporation
             (Name of top registered holding company
                 of each applicant or declarant)


                         C. John Wilder
      Executive Vice President and Chief Financial Officer
       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 any
        communications in connection with this matter to:

Laurence M. Hamric, Esq.            William T. Baker, Jr., Esq.
Ann G. Roy, Esq.                    Daniel Guetta, Esq.
Entergy Services, Inc.              Thelen Reid & Priest LLP
639 Loyola Avenue                   40 West 57th Street
New Orleans, Louisiana 70113        New York, New York 10019


<PAGE>

Item 1.   Description of Proposed Transaction.

          Item   1   of  the  Application-Declaration   in   this
proceeding,  as  previously amended and supplemented,  is  hereby
further supplemented by adding the following to the end thereof:

          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
was 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.

          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").

          Initial  letters  of  credit in an aggregate  principal
amount  $128,126,450 were issued in 1988 and, pursuant to further
Commission  authorization  in this proceeding  (HCAR  No.  25241,
January 11, 1991; HCAR No. 25944, December 10, 1993; and HCAR No.
26601,  November  6, 1996), replacement letters  of  credit  were
issued  in 1991, 1993 and 1996.  The letters of credit issued  in
1996 are scheduled to expire on January 15, 2000.

          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 on the aggregate amount  of
letters  of  credit outstanding; (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  entered into in connection therewith 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) pay  arrangement
fees  in  connection with each such extension or increase  in  an
amount  not  in  excess of 2-1/2% of the highest  amount  of  the
revised letter of credit in question.

          Pursuant  to  the Commission's November 6,  1996  order
(HCAR  No.  26601),  during the basic terms of  the  leases,  and
without  further Commission authorization, (1) System Energy  was
authorized  to extend, increase the amount of and/or  change  the
pricing  terms  of  subsequent  letters  of  credit  within   the
parameters  set forth above, (2) System Energy was authorized  to
enter into new reimbursement agreements or further amendments  to
the  then existing reimbursement agreement, and (3) System Energy
and  the System operating companies were authorized to enter into
one or more additional assignments of the Availability Agreement,
and  System Energy and Entergy were authorized to 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.

          Due to changes in the credit markets that have occurred
since the issuance of the 1996 replacement letters of credit, The
Chase  Manhattan Bank (the current administrating bank)  and  the
other  participating banks are proposing to increase  the  annual
participation fees to be paid by System Energy in connection with
the  replacement  letters of credit to be  issued  on  or  before
January 15, 2000.

          The  reimbursement  agreement to  be  entered  into  in
connection  with the replacement letters of credit  will  provide
for  participation fees that will be fixed for a period of 12  to
15  months  following the issuance of the replacement letters  of
credit  (the "Fixed Rate Period"), with fluctuating participation
fees  to be payable thereafter based upon System Energy's  senior
debt  rating.  The participation fees to be paid during the Fixed
Rate  Period  will  be within the parameters  authorized  by  the
Commission.   Following  the  Fixed  Rate  Period,  however,  the
participation fees may exceed those authorized by the  Commission
if  a  down  grade were to occur in System Energy's  senior  debt
rating.  The reimbursement agreement will provide, however,  that
if  a  supplemental order authorizing the increased participation
fees  is  not obtained by System Energy prior to the end  of  the
Fixed  Rate  Period,  and  if the participating  banks  have  not
unanimously consented to the extension of the Fixed Rate  Period,
then the participating banks may have the right to terminate  the
letters of credit on 15 days' notice, with the Owner Participants
having  the right to draw in full on the letters of credit  prior
to such termination.

          The  maximum  fronting and annual fees to  be  paid  in
connection  with  the  replacement  letters  of  credit  are  not
expected  to exceed a per annum amount of 3.75% of the  aggregate
amount of letters of credit outstanding.  Authorization is herein
requested for System Energy to incur such increased fronting  and
annual  fees, during the basic terms of the leases, in  order  to
avoid  a  possible termination of the letters of  credit  at  the
conclusion of the Fixed Rate Period.

Item 5.   Procedure.

          The   Applicants-Declarants  hereby  request  that  the
Commission's   supplemental  order  authorizing   the   increased
fronting  and annual fees set forth 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.

Item 6.   Exhibits and Financial Statements.

          (a) Exhibits:

            *B      Replacement Letters of Credit, Amended or new
                    Reimbursement   Agreement,   Assignment    of
                    Availability  Agreement  and  Assignment   of
                    Capital Funds Agreement.

          (b) Financial Statements:

          The transactions proposed herein do not contemplate  an
increase in the amount of financing currently authorized  by  the
Commission.   Therefore,  no  financial  statements   are   filed
herewith.

*    To be filed by Rule 24 Certificate after execution thereof.


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


Dated:  November 9, 1999