File No. 70-8405
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM U-1
                                
                                
                       AMENDMENT NO. 1 to
                                
                     APPLICATION-DECLARATION
                              under
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                                
                                
                 Arkansas Power & Light Company
                  425 West Capitol, 40th Floor
                  Little Rock, Arkansas  72201
                                
           (Name of company filing this statement and
             address of principal executive offices)
                                
                                
                       Entergy Corporation
(Name of top registered holding company parent of each applicant
                          or declarant)
                                
                         Glenn E. Harder
                   Vice President - Financial
                    Strategies and Treasurer
                 Arkansas Power & Light Company
                        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.           Paul B. Benham, III, Esq.
Entergy Services, Inc.             Friday, Eldredge & Clark
225 Baronne Street                 2000 First Commercial Building
New Orleans, Louisiana  70112      400 West Capitol Avenue
                                   Little Rock, Arkansas  72201

Bonnie Wilkinson, Esq.             David P. Falck, Esq.
Reid & Priest                      Winthrop, Stimson, Putnam &
40 West 57th Street                Roberts
New York, New York  10019          One Battery Park Plaza
                                   New York, New York  10004




Item 1.   Description of Proposed Transactions.

          Item 1 in this proceeding is hereby amended to read in

its entirety as follows:

          "1.  Arkansas Power & Light Company ("Company"), an

electric utility company operating principally in the state of

Arkansas, is a subsidiary of Entergy Corporation, which is a

registered holding company under the Public Utility Holding

Company Act of 1935 ("1935 Act").  The Company proposes to enter

into arrangements for the issuance and sale, by one or more

governmental authorities (each an "Issuer"), of one or more

series of tax-exempt bonds in an aggregate principal amount not

to exceed $200 million ("Tax-Exempt Bonds") at one time or from

time to time through December 31, 1996.

          "2.  The Company would enter into one or more

installment sale agreements or loan agreements and/or one or more

supplements or amendments thereto (collectively, the "Agreement")

contemplating the issuance and sale by the Issuer(s) of one or

more series of Tax-Exempt Bonds pursuant to one or more trust

indentures and/or one or more supplements thereto (collectively,

the "Indenture") between the Issuer and one or more trustees

(collectively the "Trustee").  The proceeds of the sale of Tax-

Exempt Bonds, net of any underwriters' discounts or other

expenses payable from proceeds, will be applied to acquire and

construct certain pollution control or sewage and solid waste

disposal facilities at the Company's generating plants

("Facilities") or to refinance outstanding tax-exempt bonds

issued for that purpose.

          "3.  If the Agreement is an installment sale agreement,

the Company would sell Facilities to the Issuer for cash and

simultaneously repurchase such Facilities from the Issuer for a

purchase price payable on an installment basis over a period of

years.  If the Agreement is a loan agreement, the Issuer will

loan the proceeds of the sale of Tax-Exempt Bonds to the Company,

and the Company will agree to repay the loan on an installment

payment basis over a period of years.  Such installment payments

or loan repayments will be in amounts sufficient (together with

any other moneys held by the Trustee under the Indenture and

available for the purpose) to pay the principal or purchase price

of, the premium, if any, and the interest on the related series

of Tax-Exempt Bonds as the same become due and payable, and will

be made directly to the Trustee pursuant to an assignment and

pledge thereof by the Issuer to the Trustee as set forth in the

Indenture.  Under the Agreement, the Company will 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, the

Remarketing Agent and the Tender Agent hereinafter referred to,

(ii) all expenses incurred by the Issuer in connection with its

rights and obligations under the 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) all other payments which the Company

agrees to pay under the Agreement.

          "4.  The Indenture may provide that, upon the

occurrence of certain events relating to the operation of the

Facilities financed, the Tax-Exempt Bonds will be redeemable by

the Issuer, at the direction of the Company.  Any series of Tax-

Exempt Bonds may be made subject to a mandatory cash sinking fund

under which stated portions of Tax-Exempt Bonds of such series

are to be retired at stated times.  Tax-Exempt Bonds may be

subject to mandatory redemption in certain other cases.  The

payments by the Company under the Agreement in such circumstances

shall be sufficient (together with any other moneys held by the

Trustee under the Indenture and available therefor) to pay the

principal of all Tax-Exempt Bonds to be redeemed or retired, and

the premium, if any, thereon together with interest accrued or to

accrue to the redemption date on such bonds.

          "5.  It is proposed that the Tax-Exempt Bonds mature

not less than five years from the first day of the month of

issuance nor later than 40 years from the date of issuance.  Tax-

Exempt Bonds will be subject to optional redemption, at the

direction of the Company, in whole or in part at the redemption

prices (expressed as percentages of principal amount) plus

accrued interest to the redemption date, and at the times, set

forth in the Indenture.

          "6.  The Agreement and the Indenture may provide for a

fixed interest rate or for an adjustable interest rate for each

series of the Tax-Exempt Bonds as hereinafter described. If the

series of Tax-Exempt Bonds has an adjustable interest rate, the

interest rate during the first Rate Period (hereinafter referred

to) would be determined in discussions between the Company and

the purchasers thereof from the Issuer and be based on the

current tax-exempt market rate for comparable bonds having a

maturity comparable to the length of the initial Rate Period.

Thereafter, for each Rate Period, the interest rate on such Tax-

Exempt Bonds would be that rate which will be sufficient to

remarket such Tax-Exempt Bonds at their principal amount.  No

series of Tax-Exempt Bonds will be issued at rates in excess of

those generally obtained at the time of pricing for sales of

substantially similar tax-exempt bonds (having the same maturity,

issued for the benefit of companies of comparable credit quality

and having similar terms, conditions and features).  At  April

18, 1994, such rate is estimated to be approximately 7% per annum

for tax-exempt bonds having a maturity of 30 years, no optional

redemption for the first ten years after initial issuance, and

issuance and pledge of collateral first mortgage bonds as

security.  Paragraphs 7-10 below relate to Tax-Exempt Bonds

having an adjustable interest rate.

          "7.  The term "Rate Period," as used herein, means a

period during which the interest rate on such Tax-Exempt Bonds of

a particular series bearing an adjustable rate (or method of

determination of such interest rate) is fixed.  The initial Rate

Period would commence on the date as of which interest begins to

accrue on such Tax-Exempt Bonds.  The length of each Rate Period

would be not less than one day nor more than five years.

          "8.  The Agreement and the Indenture would provide that

holders of Tax-Exempt Bonds would have the right to tender or be

required to tender their Tax-Exempt Bonds and have them purchased

at a price equal to the principal amount thereof, plus any

accrued and unpaid interest thereon, on dates specified in, or

established in accordance with, the Indenture.  A Tender Agent

may be appointed to facilitate the tender of any Tax-Exempt Bonds

by holders.  Any holders of Tax-Exempt Bonds wishing to have such

Tax-Exempt Bonds purchased may be required to deliver such Tax-

Exempt Bonds during a specified period of time preceding such

purchase date to the Tender Agent, if one shall be appointed, or

to the Remarketing Agent appointed to offer such tendered Tax-

Exempt Bonds for sale.

          "9.  Under the Agreement the Company would be obligated

to pay amounts equal to the amounts to be paid by the Remarketing

Agent or the Tender Agent pursuant to the Indenture for the

purchase of Tax-Exempt Bonds so tendered, such amounts to be paid

by the Company on the dates such payments by the Remarketing

Agent or the Tender Agent are to be made; provided, however, that

the obligation of the Company to make any such payment under the

Agreement would be reduced by the amount of any other moneys

available therefor, including the proceeds of the sale of such

tendered Tax-Exempt Bonds by the Remarketing Agent.

          "10. Upon the delivery of such Tax-Exempt Bonds by

holders to the Remarketing Agent or the Tender Agent for

purchase, the Remarketing Agent would use its best efforts to

sell such Tax-Exempt Bonds at a price equal to the stated

principal amount of such Tax-Exempt Bonds.

          "11. In order to obtain a more favorable rating on one

or more series of the Tax-Exempt Bonds and, thereby, improve the

marketability thereof, the Company may arrange for one or more

irrevocable letter(s) of credit for an aggregate amount up to

$226 million from a bank (the "Bank") in favor of the Trustee.

In such event, payments with respect to principal, premium, if

any, interest and purchase obligations in connection with such

Tax-Exempt Bonds coming due during the term of such letter of

credit would be secured by, and payable from funds drawn under,

the letter of credit.  In order to induce the Bank to issue such

letter of credit, the Company would enter into a Letter of Credit

and Reimbursement Agreement ("Reimbursement Agreement") with the

Bank pursuant to which the Company would agree to reimburse the

Bank for all amounts drawn under such letter of credit within a

specified period (not to exceed 84 months) after the date of the

draw and with interest thereon at a rate that would not exceed

rates generally obtained at the time of entering into the

Reimbursement Agreement by companies of comparable credit quality

on letters of credit having comparable terms, and, in any event,

not in excess of the Bank's prime commercial loan rate plus 2%.

The terms of the Reimbursement Agreements would correspond to the

terms of the Letter of Credit.

          "12. It is anticipated that the Reimbursement Agreement

would require the payment by the Company to the Bank of annual

letter of credit fees not to exceed 1.25% of the face amount of

the letter of credit per annum and perhaps an up-front fee not to

exceed .25% of the face amount of the letter of credit.  Any such

letter of credit may expire or be terminated prior to the

maturity date of related Tax-Exempt Bonds and, in connection with

such expiration or termination, such Tax-Exempt Bonds may be made

subject to mandatory redemption or purchase on or prior to the

date of expiration or termination of such letter of credit,

possibly subject to the right of owners of Tax-Exempt Bonds not

to have their Tax-Exempt Bonds redeemed or purchased.  Provision

may be made for extension of the term of any such letter of

credit or for the replacement thereof, upon its expiration or

termination, by another letter of credit from the Bank or a

different bank.  See Exhibit B-4 for further information on the

Reimbursement Agreement.

          "13. In addition or as an alternative to the security

provided by a letter of credit, in order to obtain a more

favorable rating on Tax-Exempt Bonds and consequently improve the

marketability thereof, the Company may (a) determine to provide

an insurance policy for the payment of the principal of and/or

interest and/or premium on the Tax-Exempt Bonds (see Exhibit B-5

for further information), and/or (b) provide security for holders

of Tax-Exempt Bonds and/or the Bank equivalent to the security

afforded to holders of First Mortgage Bonds outstanding under the

Company's Mortgage by obtaining the authentication of and

pledging one or more new series of First Mortgage Bonds

("Collateral Bonds") under the Mortgage as it may be

supplemented.  Collateral Bonds would be issued on the basis of

unfunded net property additions and/or previously-retired First

Mortgage Bonds and delivered to the Trustee under the Indenture

and/or the Bank to evidence and secure the Company's obligation

to pay the purchase price of the related Facilities or repay the

loan made by the Issuer under the Agreement and the Company's

obligation to reimburse the Bank under the Reimbursement

Agreement.  These Collateral Bonds could be issued in several

ways.  First, if the Tax-Exempt Bonds bear a fixed interest rate,

Collateral Bonds could be issued in a principal amount equal to

the principal amount of such Tax-Exempt Bonds and bear interest

at a rate equal to the rate of interest on such Tax-Exempt Bonds.

Secondly, they could be issued in a principal amount equivalent

to the principal amount of such Tax-Exempt Bonds plus an amount

equal to interest on those Bonds for a specified period.  In such

a case, Collateral Bonds would bear no interest.  Thirdly,

Collateral Bonds could be issued in a principal amount equivalent

to the principal amount of such Tax-Exempt Bonds or in such

amount plus an amount equal to interest on those Bonds for a

specified period, but carry a fixed interest rate that would be

lower than the fixed interest rate of the Tax-Exempt Bonds.

Fourthly, they could be issued in a principal amount equivalent

to the principal amount of Tax-Exempt Bonds at an adjustable rate

of interest, varying with such Tax-Exempt Bonds.

          "14. No series of Collateral Bonds will be issued at

interest rates in excess of those of the related series of Tax-

Exempt Bonds (see paragraph 6 above for an example of such rates

at April 18, 1994).  The maximum aggregate principal amount of

the Collateral Bonds would be $226 million.  The terms of the

Collateral Bonds relating to maturity, interest payment dates, if

any, redemption provisions and acceleration will correspond to

the terms of the related Tax-Exempt Bonds.  Upon issuance, the

terms of the Collateral Bonds will not vary during the life of

such series except for the interest rate in the event the

Collateral Bonds bear interest at an adjustable rate.

          "15. For further information with respect to the terms

of the Agreement and Indenture, reference is made to Exhibits B-

1, B-2 and B-3.

          "16. It is contemplated that the Tax-Exempt Bonds may

be sold by the Issuer pursuant to arrangements with an

underwriter or a group of underwriters or by private placement in

a negotiated sale or sales.  The Company will not be party to the

underwriting or placement arrangements; however, the Agreement

will provide that the terms of the Tax-Exempt Bonds, and their

sale by the Issuer, shall be satisfactory to the Company.  The

Company understands that interest payable on the Tax-Exempt Bonds

will not be included in the gross income of the holders thereof

for Federal income tax purposes under the provisions of Section

103 of the Internal Revenue Code of 1986, as amended to the date

of issuance of Tax-Exempt Bonds (except for interest on any Tax-

Exempt Bond during a period in which it is held by a person who

is a "substantial user" of the Facilities or a "related person"

within the meaning of Section 147(a) of such Code).

          "17. The Company has been advised that the interest

rates on tax-exempt bonds have been and are expected at the

time(s) of issuance of Tax-Exempt Bonds to be lower than the

interest rates on bonds of similar tenor and maturities and

comparable quality, interest on which is fully subject to Federal

income tax.

          "18. The Company shall not use the proceeds from the

Agreement to enter into refinancing transactions unless:  (1) the

estimated present value savings derived from the net difference

between interest or dividend payments on a new issue of

comparable securities and those securities refunded is, on an

after tax basis, greater than the present value of all

repurchasing, redemption, tendering and issuing costs, assuming

an appropriate discount rate, determined on the basis of the then

estimated after-tax cost of capital of Entergy Corporation and

its subsidiaries, consolidated; or (2) the Company shall have

notified the Commission of the proposed refinancing transaction

(including the terms thereof) by post-effective amendment hereto

and obtained appropriate supplemental authorization.

          "19. The proceeds to be received from the issuance and

sale of the Tax-Exempt Bonds will not be used to invest directly

or indirectly in an exempt wholesale generator ("EWG") or foreign

utility company, as defined in Section 32 or 33, respectively, of

the 1935 Act.  If the proceeds of such sales are used to refund

outstanding securities, any savings derived from the refunding

transaction will not be used to acquire or otherwise invest in an

EWG or foreign utility company.  Information with respect to

Entergy's EWG investments will be supplied by amendment."



                            SIGNATURE

  Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, the undersigned company has duly caused this

amendment to be signed on its behalf by the undersigned thereunto

duly authorized.



                                                                 
                                                                 
                                   ARKANSAS POWER & LIGHT COMPANY
                                                                 
                                                                 
                                By:     /s/ Glenn E. Harder
                                          Glenn E. Harder
                                     Vice President-Financial
                                     Strategies and Treasurer




Date April 25, 1994