ENTERGY ARKANSAS INC
35-CERT, 1998-04-09
ELECTRIC SERVICES
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                    UNITED STATES OF AMERICA
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.
                                

       In the Matter of                          
                                       CERTIFICATE PURSUANT
    Entergy Arkansas, Inc.                  TO RULE 24
                                                 
       File No. 70-8001                          
                                                 
Public Utility Holding Company                   
                                                 
          Act of 1935                            


Entergy Arkansas, Inc.           Entergy Louisiana, Inc.
425 West Capitol Avenue          639 Loyola Avenue
Little Rock, Arkansas  72201     New Orleans, Louisiana  70113
                                 
Entergy Mississippi, Inc.        Entergy New Orleans, Inc.
308 East Pearl Street            639 Loyola Avenue
Jackson, Mississippi  39201      New Orleans, Louisiana  70113

                       System Fuels, Inc.
                     10055 Grogans Mill Road
                 Parkwood II Building, Suite 300
                   The Woodlands, Texas 77380
                                

          This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that
certain of the transactions proposed by Entergy Arkansas, Inc.
("EAI") in the Application-Declaration on form U-1 in the above
file, as amended, have been executed during the second through
fourth quarters of 1997 in accordance with the terms and
conditions of, and for the purposes represented by, the
Application-Declaration and pursuant to the order of the
Securities and Exchange Commission ("Commission") with respect
thereto dated June 13, 1995 (Release No. 70-8001).  As of July
31, 1997, EAI no longer has excess steel railcar obligations;
therefore, this filing will constitute the final Rule 24 Filing
for the subject matter.

          The following table describes the transactions that
have been executed by Entergy Arkansas Inc. ("EAI") during the
second through fourth quarters of 1997.
                                
                       Date    Expiration   Number of      Rent
Transaction/Party    Executed     Date       Railcars   Railcar/Mo.

Subleases

No new activity.

Assignments


Terminations

The Lease of Railroad Equipment containing 735 steel railcars
dated August 29, 1980, originally between Systems Fuels, Inc., as
LESSEE and The Connecticut Bank and Trust Company as
TRUSTEE/LESSOR was terminated as follows:  1)  a partial
termination of 600 steel railcars was effective May 30, 1997, and
2)  a final termination for the remaining 135 steel railcars was
effective July 1, 1997;

The Lease of Railroad Equipment containing 572 steel railcars
dated June 15, 1982, originally between Systems Fuels, Inc., as
LESSEE and The Connecticut Bank and Trust Company as
TRUSTEE/LESSOR was terminated effective March 1, 1997;

The Lease of Railroad Equipment dated May 14, 1984, originally
between Systems Fuels, Inc., as LESSEE and The Connecticut Bank
and Trust Company as TRUSTEE/LESSOR was terminated as follows:
1)  a partial termination of 15 steel railcars was effective
April 15, 1997, and  2)  a final termination for the remaining
129 steel railcars was effective July 31, 1997;


Exhibits and Financial Statements

Leases:  All executed leases are similar to the Master Railcar
         Lease submitted for reference January 10, 1996.

Assignments:

Termination:  All terminations to lease are similar to the
PARTIAL TERMINATION OF LEASE AGREEMENT previously submitted for
reference April 14, 1997.

          IN WITNESS WHEREOF, Entergy Arkansas, Inc. has caused
this certificate to be executed this 8th day of April, 1998.

                            Entergy Arkansas, Inc.
                            Entergy Louisiana, Inc.
                            Entergy Mississippi, Inc.
                            Entergy New Orleans, Inc.
                            
                            
                            By:      /s/ Naomi Nakagama
                                       Naomi Nakagama
                             Senior Vice President - Finance and
                                          Treasurer
                                              
                                              
                            System Fuels, Inc.
                            
                            
                            By:      /s/ Naomi Nakagama
                                       Naomi Nakagama
                              Senior Vice President - Finance,
                             Treasurer and Assistant Secretary




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