00-29113. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

November 7, 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 promulated uner 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 December 4, 2000, to the Secretary, Securities and Exchange Commission, Washington, DC 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 laws 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 December 4, 2000, 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. 70-9753

Entergy Corporation (“Entergy”), 639 Loyola Avenue, New Orleans, Louisiana 70113, a registered holding company, Entergy's electric generating subsidiary company, System Energy Resources, Inc. (“System Energy”), 1340 Echelon Parkway, Jackson, Mississippi 39213, and Entergy's operating subsidiary companies, Entergy Arkansas, Inc., 425 West Capitol, Little Rock, Arkansas 72201, Entergy Louisiana, Inc., 4809 Jefferson Highway, Jefferson, Louisiana 70121, Entergy Missippi, Inc., 308 East Pearl Street, Jackson, Mississippi 39201, Entergy New Orleans, Inc., 1600, Perdido Building, New Orleans, LA 70112, have filed an application-declaration under sections (6(a), 7, 9(a), 10, 12(b) and (12(d) of the Public Utility Holding Company Act of 1935 (“Act”), as amended, and rules 44, 45 and 54 under the Act. An initial notice of the filing of the application-declaration was issued on October 4, 2000 (HCAR No. 27240) (“Initial Notice”).

The Initial Notice described System Energy's Proposal to engage in certain financing transactions from time to time through December 31, 2005. Among other things, System Energy proposed: (1) To issue and sell one or more series of its first mortgage bonds (“Bonds”), and/or one or more series of its Debentures (“Debentures”) in a combined aggregate principal amount of Bonds and Debentures not to exceed $350 million; (2) to provide an insurance policy for the payment of the principal of and/or interest and/or premium on one or more series of Bonds or Debentures; (3) to enter into arrangements for the issuance and sale of tax-exempt revenue bonds in an aggregate principal amount not to exceed $500 million (“Tax-Exempt Bonds”); (4) to provide for a more favorable rating, on the Tax-Exempt Bonds by arranging for letters of credit, an insurance policy, or additional first mortgage bonds up to an aggregate amount not to exceed $565 million; and (5) to enter into arrangements for the issuance of municipal securities in an aggregate principal amount not to exceed $100 million (“Municipal Securities”) to be issued in one or more series through a state or local municipal entity on behalf of System Energy.

Applicants now want to provide terms and conditions for the Municipal Securities. Each series of Municipal Securities will be sold at such price, will bear interest at such rate, either fixed or adjustable, and will mature on such date (not earlier than one year nor more than fifty years from the first day of the month of issuance) as will be determined at the time of sale. No series of Municipal Securities will be sold if the fixed interest rate or initial adjustable interest rate thereon would exceed 15% per annum. One or more series of Municipal Securities may include provisions for redemption or retirement prior to maturity, including restrictions on optional redemption for a given number of years.

In order to obtain a more favorable rating and thereby improve the marketability of the Municipal Securities, System Energy may (1) arrange for one or more letters of credit from one or more banks up to an aggregate amount of $115 million, (2) provide an insurance policy for the payment of the principal, premium, if any, interest and purchase obligations in connection with one or more series of Municipal Securities, or (3) issue one or more series of new collateral bonds up to an aggregate amount of $115 million. In addition, System Energy may grant a lien, subordinate to the lien of the Mortgage on certain assets of System Energy.

For the Commission, by the Division of Investment Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.