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U.S. Securities and Exchange Commission


(Release No. 35-27145)

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

March 3, 2000

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 under the Act. 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 amendment(s) is/are available for public inspection through the Commission's Branch 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 28, 2000, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549-0609, 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 the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts 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 March 28, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Entergy Corporation and Entergy Power, Inc. (70-9583)

Entergy Corporation ("Entergy"), a registered holding company, located at 639 Loyola Avenue, New Orleans, Louisiana 70113, and Entergy Power, Inc. ("EPI"),1 a wholly owned electric public utility subsidiary of Entergy (Entergy and EPI, collectively, the "Applicants"), located at Parkwood Two Building, 10055 Grogan's Mill Road, Suite 500, The Woodlands, Texas 77380, have filed an application pursuant to sections 9(a), 10 and 11 of the Act and rules 51 and 54 under the Act.

In conjunction with power supply arrangements recently negotiated among EPI, Entergy Power Marketing Corp. ("EPMC"), which markets and brokers electricity and other energy commodities and is an affiliate of EPI, Sam Rayburn Municipal Power Agency ("SRMPA"), a municipal corporation and political subdivision of Texas, and Vinton Public Power Authority ("VPPA"), a public power authority in Louisiana, SRMPA assigned to EPI its option to purchase from VPPA a 20% undivided ownership interest in Unit No. 6 of the Roy S. Nelson Generating Station ("Nelson 6") and certain related assets ("Nelson 6 Ownership Interest").2 EPI proposes to exercise the option and acquire from VPPA the Nelson 6 Ownership Interest for $1000.

The Applicants state that the nominal purchase price that EPI proposes to pay for the Nelson 6 Ownership Interest reflects EPMC's prior purchase from SRMPA of an entitlement to 20% of the output of Nelson 6 ("Nelson 6 Capacity Entitlement").3

Nelson 6 is a coal-fired, steam electric generating facility located in Westlake, Calcasieu Parish, Louisiana. Nelson 6 supplies a portion of the electric energy requirements of the cities of Jasper, Liberty, and Livingston, Texas and the Town of Vinton, Louisiana. Currently, Nelson 6 is owned by VPPA (20%), Sam Rayburn Generation & Transmission Cooperative (10%) and Entergy Gulf States (70%), an electric subsidiary of Entergy. Nelson 6 is directly interconnected with the transmission system of Entergy Gulf States and, thus, indirectly interconnected with the entire transmission grid of the Entergy System. Entergy Gulf States operates, maintains, and manages Nelson 6 on behalf of the co-owners.


1 Pursuant to an order of the Commission dated August 27, 1990 (HCAR No. 25136) ("1990 Order"), Entergy formed EPI to participate as a supplier of electricity at wholesale to non-associate companies in bulk power markets. EPI currently owns a total of 665 MW of generating assets in non-exempt electric generating facilities.

2 In 1981, SRMPA purchased the Nelson 6 Ownership Interest from Entergy Gulf States (an Entergy domestic retail electric utility company). In 1992, for state tax reasons, VPPA purchased the Nelson 6 Ownership Interest from SRMPA for the remaining undepreciated book value of the assets. With the sale to VPPA, SRMPA was granted a right of first refusal and an option to repurchase from VPPA legal title to the Nelson 6 Ownership Interest. Once the sale to VPPA occurred, SRMPA still remained responsible for a proportionate share of all costs and expenses of ownership.

3 Concurrently with the transfer of the Nelson 6 Ownership Interest to VPPA, SRMPA purchased the Nelson 6 Capacity Entitlement with the money it received from VPPA for its sale. In 1998, SRMPA paid EPMC $59,605,565 in consideration for a requirements contract. Under the contract, SRMPA was also to make periodic payments based on the power actually received. Simultaneously, EPMC purchased the Nelson 6 Capacity Entitlement from SRMPA for $59,605,565. EPMC also assumed SRMPA's proportionate share of the costs of ownership of Nelson 6. EPI has agreed to supply EPMC with any power necessary for it to meet its obligations to SRMPA under the requirements contract.



Modified: 08/01/2003