Filings Under the Public Utility Holding Company Act of 1935, as amended (``Act'')

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26538]

Filings Under the Public Utility Holding Company Act of 1935, as

amended (``Act'')

June 28, 1996.

Notice is hereby given that the following filing(s) has/have been

made with the Commission pursuant to provisions of the Act and rules

promulgated thereunder. All interested persons are referred to the

application(s) and/or declaration(s) for complete statements of the

proposed transaction(s) summarized below. The application(s) and/or

declaration(s) and any amendments thereto is/are available for public

inspection through the Commission's Office of Public Reference.

Interested persons wishing to comment or request a hearing on the

application(s) and/or declaration(s) should submit their views in

writing by July 22, 1996, to the Secretary, Securities and Exchange

Commission, Washington, D.C. 20549, and serve a copy on the relevant

applicant(s) and/or declarant(s) at the address(es) specified below.

Proof of service (by affidavit or, in case of an attorney at law, by

certificate) should be filed with the request. Any request for hearing

shall identify specifically the issues of fact or law that are

disputed. A person who so requests will be notified of any hearing, if

ordered, and will receive a copy of any notice or other issued in the

matter. After said date, the application(s) and/or declaration(s), as

filed or as amended, may be granted and/or permitted to become

effective.

System Energy Resources, Inc., et al. (70-8511)

Entergy Corporation (``Entergy''), P.O. Box 61005, New Orleans,

Louisiana 70161, a registered holding company, and its subsidiary

companies System Energy Resources, Inc. (``SERI''), Echelon One, 1340

Echelon Parkway, Jackson, Mississippi 39213; Entergy Arkansas, Inc.,

formerly Arkansas Power & Light Company (``Entergy Arkansas''), P.O.

Box 551, Little Rock, Arkansas 72203; Entergy Louisiana, Inc., formerly

Louisiana Power & Light Company (``Entergy Louisiana''), 639 Loyola

Avenue, New Orleans, Louisiana 70113; Entergy Mississippi, Inc.,

formerly Mississippi Power & Light Company (``Entergy Mississippi''),

P.O. Box 1640, Jackson, Mississippi 39205; and Entergy New Orleans,

Inc., formerly New Orleans Public Service Inc. (``Entergy New Orleans''

and together with Entergy Arkansas, Entergy Louisiana, and Entergy

Mississippi, ``Operating Subsidiaries''), 639 Loyola Avenue, New

Orleans, Louisiana 70113, have filed a post-effective amendment to

their application-declaration pursuant to Sections 6(a), 7, 9(a), 10,

12(b) and 12(d) of the Act and Rules 44, 45 and 54 thereunder.

By orders dated May 9, 1995 (HCAR No. 26287) and August 18, 1995

(HCAR No. 26358) (``Orders''), the Commission authorized SERI, from

time to time through December 31, 1996, to (a) issue and sell one or

more series of its first mortgage bonds (``Bonds'') and one or more

series of its debentures (``Debentures'') in an aggregate principal

amount not to exceed $265 million, and (b) enter into arrangements for

the issuance and sale of tax-exempt revenue bonds (``Tax-Exempt

Bonds'') in an aggregate principal amount not to exceed $235 million

through December 31, 1996. The Commission additionally authorized SERI

through December 31, 1996 to issue and pledge one or more new series of

its first mortgage bonds (``Collateral Bonds'') in an aggregate

principal amount not to exceed $251 million as security for the Tax-

Exempt Bonds.

In the Orders, the Commission reserved jurisdiction over proposals

by SERI to enter into reimbursement agreements underlying letters of

credit (``Letters of Credit'') issued to support SERI's obligations in

connection with the Tax-Exempt Bonds, pending completion of the record.

SERI proposes to increase its authorization to issue and sell one

or more series of the Bonds and/or Debentures to a combined aggregate

principal amount not to exceed $540 million. SERI further proposes to

increase its authority to incur obligations in connection with the

issuance and sale of Tax-Exempt Bonds to an aggregate principal amount

not to exceed $350 million. Also, SERI proposes to increase its

authority to issue and pledge Collateral Bonds, as security for the

Tax-Exempt Bonds, to an aggregate principal amount not to exceed $395

million. SERI requests authority to extend its authorization to enter

into the above transactions through December 31, 2000.

All other terms and conditions authorized in the Orders will remain

the same, other than a change in the up-

[[Page 35275]]

front fees that may be paid for any Letter of Credit to up to one

percent of the face amount of such Letter of Credit. These terms and

conditions include, inter alia, assignments by SERI of contractual

rights held be SERI under certain agreements entered into among SERI,

Entergy and the Operating Subsidiaries as additional security for

holders of any series of Bonds or in connection with the issuance of

Tax-Exempt Bonds.

Entergy Corporation, et al. (70-8863)

Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans,

Louisiana 70113, a registered holding company, and Entergy Power

Marketing Corporation (``EPMC''), 900 South Shackleford Road, Suite

210, Little Rock, Arkansas 72211, a proposed wholly owned nonutility

subsidiary company of Entergy, have filed an application-declaration

under sections 6(a), 7, 9(a), 10, 12(b) and 13(b) of the Act and rules

45, 54, 87(b)(1), 90 and 91 thereunder.

Presently, EPMC has an order from the Federal Energy Regulatory

Commission (``FERC'') certifying it as an exempt wholesale generator

(``EWG'') in accordance with the requirements of the Act. Entergy,

which owns 100% of the authorized and issued common stock of EPMC, has

invested in EPMC and complied with the applicable requirements of

section 32 and rule 53, of the Act, However, due to the uncertainty

surrounding the requirement that EWGs be engaged solely and exclusively

in the business of owning and/or operating eligible facilities and

selling electric energy at wholesale, EPMC states that it will elect to

decertify, and not maintain its status as a EWG.

As a result thereof, Entergy now proposes to finance EPMC, as a

wholly owned nonutility subsidiary company, and EPMC will engage in

wholesale brokering and marketing of energy commodities. EPMC will not

own any utility assets, not will it own or operate any electric or gas

utility company, as defined under the Act.

Specifically, EPMC proposes to provide, on behalf of associate and

nonassociate companies, choices to major customers with respect to the

purchase, sale, borrowing and lending of electricity, natural gas and

other fuels, and the management of their operations. In connection with

these activities, EPMC will purchase, sell, supply, market, broker, or

otherwise trade electricity, gas or other fuels,\1\ provide electricity

or fuel management services, and engage in activities or perform

services, related to the foregoing. In addition, EPMC proposes to

provide instantaneous supply and sales options to electric generators;

help customers manage price changes in electricity and fuel relative to

time and location; and assist electric utilities and nonutility

generators by managing fuel supply and transportation contracts,

banking electricity until needed and providing price and deliver

flexibility.\2\

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\1\ EMPC anticipates that such fuels will include those likely

to be involved in transactions concerning natural gas, such as oil

and other hydrocarbons, wood chips, wastes and other combustible

substances.

\2\ In the future, EPMC may help electric utilities find the

best way to meet Clean Air Act requirements through a combination of

new gas technologies, emission credits, cross-fuel management and

wholesale electricity purchases and sales.

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EPMC also anticipates that it may engage in fuel delivery or fuel

conversion, activities, whereby EPMC would deliver fuel supplies to a

utility or non-utility generator for the conversion of such fuel into

electric energy which then would be delivered to EPMC for resale. With

respect to traditional power brokering activities, EPMC will act as an

agent or broker for utilities, non-utility generators and other power

marketers, to effectuate such parties' sales and purchases of electric

energy at wholesale. With respect to retail activities, the applicants

request that the Commission reserve jurisdiction pending completion of

the record.

In order top finance the above-mentioned activities, Entergy seeks

authority to make capital contributions to EPMC in an amount up to $20

million, and to provide up to $150 million in credit support, in the

form of guarantees, for certain of EPMC's proposed transactions.

Entergy's investment in EPMC will constitute EPMC's total

capitalization.

EPMC proposes to engage in risk management transactions, including

swaps, options and futures contracts that will assist its customers in

hedging against adverse price impacts, However, EPMC will employ risk-

reduction measures to limit potential losses that could be incurred

through its activities. Specifically, EPMC will: (1) Seek to minimize

the financial exposure of Entergy through its guarantees; and (2) not

engage in speculative trading in the energy market and will use market

hedging measures solely to minimize risk and will limit hedging

activity to no more than the total amount of its commodities subject to

market price fluctuation.

EPMC proposes to enter into a service contract with Entergy

Enterprises, Inc. (``EEI''), whereby EEI will provide EPMC with

administrative services, including maintaining books and records and

preparing corporate filings. EEI will provide such services on an at-

cost basis in accordance with rules 90 and 91 of the Act.

For the Commission, by the Division of Investment Management,

pursuant to delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 96-17151 Filed 7-3-96; 8:45 am]

BILLING CODE 8010-01-M