File No. 70-9893
                     Washington, D.C. 20549

                            FORM U-1

                         AMENDMENT NO. 3





Entergy Corporation                   Entergy Arkansas, Inc.
639 Loyola Avenue                     425 West Capitol Avenue
New Orleans, Louisiana 70113          Little Rock, Arkansas  72201

Entergy Services, Inc.                Entergy Gulf States, Inc.
639 Loyola Avenue                     350 Pine Street
New Orleans, Louisiana 70113          Beaumont, Texas 77701

System Fuels, Inc.                    Entergy Louisiana, Inc.
350 Pine Street                       4809 Jefferson Highway
Beaumont, Texas 77701                 New Orleans, Louisiana  70121

System Energy Resources, Inc.         Entergy Mississippi, Inc.
1340 Echelon Parkway                  308 East Pearl Street
Jackson, Mississippi 39213            Jackson, Mississippi  39201

Entergy Operations, Inc.              Entergy New Orleans, Inc.
1340 Echelon Parkway                  1600 Perdido Building
Jackson, Mississippi  39213           New Orleans, Louisiana  70112

          (Names of companies filing this statement and
            addresses of principal executive offices)

                       Entergy Corporation

         (Name of top registered holding company parent
                 of each applicant or declarant)

                         C. John Wilder
                  Executive Vice President and
                     Chief Financial Officer
                 for each applicant or declarant
                        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:

                      Mark W. Hoffman, Esq.
                     Entergy Services, Inc.
                        639 Loyola Avenue
                  New Orleans, Louisiana  70113

Item 1.  Description of Proposed Transactions.

     Item  1, Section VII of the Application-Declaration in  this
File is hereby amended to add the following representations:

     "C.  Each of the Operating Companies represents that it
          will not issue any security authorized in the matter,
          if, as a consequence of such issuance, the common equity
          component of the capital structure of the company (on a
          consolidated basis) would comprise less than 30% of its
          total consolidated capitalization (based upon the
          financial statements filed with the most recent Quarterly
          Report on Form 10-Q or Annual Report on Form 10-K).

      D.  Each of the Operating Companies represents that it will
          not issue any senior long-term debt that, if it is rated,
          is not rated investment grade by at least one nationally
          recognized statistical rating agency, except for new debt
          designed to refund, redeem or replace existing debt that,
          if voluntarily refunded, is at a lower effective after-tax
          cost of money, for privately placed debt or for debt
          authorized by the Council of the City of New Orleans."


          Pursuant  to  the  requirements of the  Public  Utility
Holding Company Act of 1935, the undersigned companies have  duly
caused  this  Amendment  to be signed  on  their  behalf  by  the
undersigned thereunto duly authorized.

                              ENTERGY CORPORATION
                              ENERGY SERVICES, INC.
                              ENTERGY ARKANSAS, INC.
                              ENTERGY GULF STATES, INC.
                              ENTERGY LOUISIANA, INC.
                              ENTERGY MISSISSIPPI, INC.
                              ENTERGY NEW ORLEANS, INC.
                              ENTERGY OPERATIONS, INC.
                              SYSTEM ENERGY RESOURCES, INC.
                              SYSTEM FUELS, INC.

                                        /s/ Steven C. McNeal
                             By          Steven C. McNeal
                                   Vice President and Treasurer

Dated:  November 28, 2001