UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
* * * * * * * * * * * * * * * * *
*
In the Matter of *
* CERTIFICATE PURSUANT TO
ARKANSAS POWER & LIGHT COMPANY * RULE 24
*
File No. 70-7834 *
*
(Public Utility Holding Company *
Act of 1935) *
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This is to certify, pursuant to Rule 24 under the Public
Utility Holding Company Act of 1935, that certain transactions
described below, which were proposed by Arkansas Power & Light
Company (the "Company") in its Application-Declaration on Form U-
l, as amended, in the above file, have been carried out in
accodance with the terms and conditions of and for the purposes
represented by, said Application-Declaration and pursuant to the
orders of the Securities and Exchange Commission issued with
respect thereto dated March 20, 1991, September 3, 1992 and
December 7, 1993 (Holding Company Act Release Nos. 35-25278, 35-
25619 and 35-25940).
In the year ended December 31, 1993, the Company acquired,
by means of purchase pursuant to a tender offer, and retired the
following principal amount of the listed series of its
outstanding First Mortgage Bonds:
Date of Principal Cash
Series Acquisition Amount Acquired Consideration
10-3/8% due 2020 10/13-20/93 $129,732,000 $151,329,381
IN WITNESS WHEREOF, the undersigned company has duly caused
this certificate to be executed this 11th day of February, 1994.
ARKANSAS POWER & LIGHT COMPANY
By: /s/ Glenn E. Harder
Glenn E. Harder
Vice President-Financial
Strategies and Treasurer
