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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26661]

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

Amended (``Act'')

February 7, 1997.

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 March 3, 1997, 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 order 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.

Entergy Corporation (70-8839)

Entergy Corporation (``Entergy'' or the ``Company''), 639 Loyola

Avenue, New Orleans, Louisiana, 70113, a registered holding company,

has filed a post-effective amendment to its declaration under sections

6(a) and 7 of the Act and rule 54 thereunder.

By order dated June 6, 1996 (HCAR No. 26541), Entergy was

authorized to issue and sell through December 31, 2000, up to ten

million shares of its authorized but unissued common stock, par value

$0.01 per share, pursuant to its new Dividend Reinvestment and Stock

Purchase Plan (the ``Plan'').

The Plan provides that participants may elect to: (1) automatically

reinvest dividends received on all of their shares of common stock; or

(2) automatically reinvest dividends received on less than all of their

shares of common stock and continue to receive cash dividends on their

remaining shares; and/or (3) invest in additional shares of common

stock of making optional cash investments.

Entergy now proposes to issue and sell up to an additional twenty

million shares of its authorized but unissued common stock, par value

$0.01 per share (``Common Stock''), pursuant to the Plan. All other

provisions of the Plan will remain as previously authorized by the

Commission

The Common Stock purchased on behalf of the participants will be

either previously issued shares purchased on the open market or in

privately negotiated transactions or newly issued shares purchased

directly from the Company. The purchase price of the newly issued

shares will be the weighted average of the daily high and low sales

prices of the common stock on the New York Stock Exchange (``NYSE'')

during the pricing period, which will consist of the twelve trading

days immediately preceding the investment date. The purchase price for

shares purchased on the open market will be the weighted average price

paid by the Plan including brokerage fees and commissions.

Optional cash investments in excess of $3,000 per month may be made

pursuant to a waiver granted at the sole discretion of the Company

based on the Company's consideration of relevant factors as defined in

the Plan. The Plan also provides that in connection with requests for

waiver, the Company may, in its discretion, establish a minimum price

applicable to the relevant pricing period, as well as discount. The

discount may be between 0% and 3% and may vary each month, but once

established will apply uniformly to all optional cash investments made

for that month pursuant to a waiver.

The Plan will continue to be administered by Chase Mellon

Shareholder Services (successor to Mellon Bank, N.A.) or such successor

administrator as Entergy may designate.

Allegheny Power System, Inc. 70-8973

Allegheny Power System, Inc. (``APS''), a registered holding

company, and its wholly owned nonutility subsidiary company, AYP

Capital, Inc. (``AYP''), both located at 10435 Downsville Pike,

Hagerstown, Maryland 21720, have filed an application under sections

9(a) and 10 of the Act.

By order dated July 14, 1994 (HCAR No. 26085), APS was authorized

to organize and finance AYP to invest in: (i) companies engaged in new

technologies related to the core utility business of APS; and (ii)

companies acquiring and owning exempt wholesale generators (``EWGs'').

By order dated February 3, 1995 (HCAR No. 26229), AYP was

authorized to engage in the development, acquisition, construction,

ownership and operation of EWGs and in development activities with

respect to: (i) qualifying cogeneration facilities and small power

production facilities (``SPPs''); (ii) non-qualifying cogeneration

facilities, non-qualifying SPPs, and independent power production

facilities located within the service territories of APS public utility

subsidiary companies; (iii) EWGs; (iv) companies involved in new

technologies related to the core business of APS; and (v) foreign

utility companies (``FUCOS''). AYP was also authorized to consult for

non-affiliate companies. APS was authorized to increase its investment

in AYP from $500,000 to $3 million.

By order dated October 27, 1995 (HCAR No. 26401), the Commission

authorized: (i) AYP or a special-purpose subsidiary (``NEWCO'') to

provide certain enumerated energy management services (``EM'') and

demand-side management services (``DSM'') to nonassociated customers at

market prices and to associated companies at cost; (ii) AYP to engage

in activities relating to the development, acquisition, ownership,

construction and operation of FUCOS; and to invest in FUCOs through

various types of investment vehicles, including limited partnerships or

other types of funds, the sole objective of which is to make

investments in one or more FUCOs; (iii) APS and AYP to acquire the

securities of NEWCOS that own FUCOs or EWGs (``Project NEWCOs''); (iv)

AYP or a NEWCO to factor the accounts receivable of associate companies

and of nonassociate companies whose primary revenues are derived from

the sale of electric power; and (v) AYP or a NEWCO, as agent for APS

system companies, to manage the real estate portfolio of APS and its

associate companies, to market excess or unwanted real estate and to

facilitate the exploitation of resources contained on or in real

estate.

By further order dated October 27, 1995, APS was authorized to

invest in AYP and AYP was authorized to invest in NEWCOS up to an

aggregate of $100 million through December 31, 1999 through loans to

finance activities related to EM and DSM services, accounts receivable,

real estate, FUCOs and EWGs. AYP, the NEWCOs, and the Project NEWCOs

were authorized to obtain loans from banks or issue other recourse

obligations which could be guaranteed by APS or AYP. APS and AYP were

authorized to guarantee or act

[[Page 7080]]

as surety on bonds, indebtedness and performance and other obligations

issued or undertaken by AYP, the NEWCOs or the Project NEWCOs subject

to the $100 million investment authority.

By order dated October 9, 1996 (HCAR No. 26590) APS and AYP were

allowed to increase the limit on loans and guarantees from $100 million

to $300 million for all authorized activities.

The applicants now request Commission authorization, through

December 31, 1999 unless further Commission approval is no longer

required, or the Commission has approved the continuation of the

activities pursuant to a new application, for AYP to acquire one or

more subsidiaries (``MARKETCOS''). Applicants further propose AYP be

authorized, directly or indirectly through MARKETCOS, to market and

sell to industrial, commercial and residential customers located within

the United States, appliance and equipment repair warranties, service

plans, or other maintenance agreements, covering heating and air

conditioning systems and other major appliances.

The applicants state that AYP or the MARKETCO may contract with a

third party or parties to provide some support services such as

underwriting, handling service claims, marketing, billing and/or cash

processing.

The applicants state that they expect the appliance service

operation to be largely self-supporting, and estimate that the program

will result in gross sales revenue of about $700,000 in the first year

which will rise steadily to approximately $2.5 million at the end of

the fifth year.

Applicants also propose that AYP and/or MARKETCOS, through December

31, 1999, unless further Commission approval is no longer required, or

the Commission has approved the continuation of the activities pursuant

to a new application, engage in consulting for,\1\ marketing, selling,

leasing, financing, and acquisition and installation of power quality

devices to customers within the United States.\2\

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\1\ The consulting services may include, but are not limited to:

preventative maintenance inspections of customers' energy facilities

and energy-consuming equipment, grounding of electrical systems, and

lightning protection. AYP or MARKETCO may also provide diagnostic

services and recommend and perform power quality solutions.

\2\ Such devices would include uninterruptible power supplies,

power monitoring equipment, surge protection equipment designed to

protect electrical components, communication equipment, satellite

dishes and other electrical equipment from damage due to transient

overvoltage/undervoltage conditions in their electric supply.

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AYP or MARKETCO would sell or lease the power quality equipment/

services to customers and may make loans to customers to finance the

purchase. Loans would be evidenced by promissory notes, the term of

which shall not exceed the expected useful life of the equipment. Such

secured and unsecured loans would be at market interest rates and on

market terms and conditions. The aggregate amount of equipment

financing outstanding at any one time under Applicants' power quality

program will not exceed $4 million.

Applicants estimate that the program will result in gross sales

revenue of about $560,000 in the first year and this will rise steadily

to about $2.6 million at the end of the fifth year.

For the Commission, by the Division of Investment Management,

pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97-3702 Filed 2-13-97; 8:45 am]

BILLING CODE 8010-01-M