ENTERGY ARKANSAS INC
35-CERT, 1999-04-27
ELECTRIC SERVICES
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                    UNITED STATES OF AMERICA
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                                
                        Washington, D. C.

 . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                   .
        In the Matter of                           .
                                                   .
ENTERGY ARKANSAS, INC.                             .
ENTERGY LOUISIANA, INC.                            .
ENTERGY MISSISSIPPI, INC.                          .
ENTERGY NEW ORLEANS, INC.                          .
                                                   .
     File No. 70-5015                              .
     ________________                               CERTIFICATE
                                                    PURSUANT TO
     In the Matter of                               RULE 24
                                                   .
SYSTEM FUELS, INC.                                 .
SYSTEM ENERGY RESOURCES, INC.                      .
ENTERGY ARKANSAS, INC.                             .
ENTERGY LOUISIANA, INC.                            .
ENTERGY MISSISSIPPI, INC.                          .
ENTERGY NEW ORLEANS, INC.                          .
                                                   .
     File No.  70-5889                             .
     File No.  70-7574                             .
     File No.  70-7668                             .
     ________________                              .
                                                   .
     In the Matter of                              .
                                                   .
SYSTEM FUELS, INC.                                 .
ENTERGY CORPORATION                                .
                                                   .
     File No.  70-8331                             .
                                                   .
     (Public Utility Holding Company Act of 1935)  .
 . . . . . . . . . . . . . . . . . . . . . . . . . .

Pursuant  to  Rule 24 promulgated by the Securities and  Exchange
Commission (SEC) under the Public Utility Holding Company Act  of
1935,  modified by request in the application(s) - declaration(s)
referenced   above,  this  is  to  certify  that  the   following
transactions  were carried out and borrowings  made,  during  the
quarter  ended  March 31, 1999, pursuant to System Fuels,  Inc.'s
(SFI)  function as a supplier of fuel for the Entergy Corporation
Operating  Companies (System) in accordance with  the  terms  and
conditions   of   and  for  the  purposes  represented   in   the
application(s) - declaration(s), as amended, and pursuant to  the
Orders of the SEC, indicated below:

70-5015 December 17, 1971 ..................................   I
70-5889 April 28, 1978 .....................................   I
70-7574 January 31, 1989 ...................................  II
70-7668 September 27, 1989 ................................. III
70-8331 March 16, 1994 .....................................  IV

<PAGE>

I. File No. 70-5015 and File No. 70-5889 - 1998 Fuel Supply
   Programs

  Expenditures for SFI's fuel program for 1999 during the 1st
  quarter are indicated below:

                                         Net Expenditures
                                          (In Thousands)
                                   1st Quarter    Year-To-Date
1999 Fuel Supply Program:                       
1.  Gas and Oil Development                        
     and Production                    (179)           (179)
2.  Nuclear Fuel Procurement         39,126          39,126
3.  Fuel Oil Program                 (8,777)         (8,777)
                                    -------        --------
TOTAL EXPENDITURES                  $30,170        $ 30,170
                                    -------        --------
                                                   
Less funds derived through                         
   amortization & depreciation                     
   Charges                                         
  Amortization of Gas & Oil                        
   Development & Production Costs      (179)           (179)
  Depreciation & Other                                  
   Amortization                         (51)            (51)
                                    -------        --------
                                                        
TOTAL depreciation & amortization      (230)           (230)
                                    -------        --------
                                                        
Net Expenditures                     29,940          29,940
                                                        
(Increase) decrease in:                            
   Outside financing                               
   System Money Pool borrowings      52,248          52,248
                                    -------        --------
                                                   
TOTAL (increase)decrease                           
  in borrowings                      52,248          52,248
                                    -------        --------
                                                   
Increase (decrease) in working                     
  Capital                          $(82,188)       $(82,188)
                                   ========        ========
1.  Gas and Oil Development and                    
  Production                                    
                                         Net Expenditures
                                          (In Thousands)
                                   1st Quarter    Year-To-Date
Gas and Oil Development                         
and Production                      $ (179)        $(179)
                                    ======         =====

      Effective  July  1,  1996, SFI sold  its  interest  in  the
      properties associated with its Gas and Oil Development  and
      Production Program (the "program").

      During  this  quarter,  SFI had insignificant  expenditures
      relative  to the continuing shutdown of this operation.  As
      of   March   31,   1999,  accumulated   net   proceeds   of
      approximately  $5,905,000  are  retained  at  SFI  for  the
      continuing shutdown activities.

      Calculation  of  the net expenditures (proceeds)  from  the
      continuing shutdown activities of the Program, is:

                                         Net Expenditures
                                          (In Thousands)
                                   1st Quarter   Year-To-Date
Sales to non-System parties:                   
   Natural gas                       $   0        $    0
   Condensate                                     
   Crude oil                                      
                                     ------       -------
TOTAL                                    0             0
Miscellaneous income (including                   
   sale of assets)                                
                                     ------       -------
TOTAL                                    0             0
                                                  
General and administrative                        
  Expense                                -             -
Operating expense                        -             0
Interest expense                         -             -
Amortization adjustment                  -             -
                                     ------       -------
                                                  
Net proceeds                         $   0        $    0
                                     ======       =======


2.  Nuclear Fuel Procurement                      
   (See Item III)                                
                                         Net Expenditures
                                          (In Thousands)
                                   1st Quarter   Year-To-Date
Nuclear Fuel Procurement           $ 39,126       $39,126
                                   ========       =======
                                               
                                         Net Expenditures
                                          (In Thousands)
                                   1st Quarter   Year-To-Date
Activities during the period:                  
  Expenditures for nuclear                     
   materials and processing                    
   Services                         $13,589        $13,589
  General and administrative                       
   Expense                               75             75
  Interest expense                      520            520
                                    -------        -------
TOTAL                                14,184         14,184
                                    -------        -------
Sales of nuclear materials and                     
   processing services to                          
   System companies                 (24,943)       (24,943)
                                    -------        -------
                                                   
Net effect on inventory             $39,127        $39,127
                                    =======        =======



3.  Fuel Oil Program                            
    (See Item II)                              
                                       Net Expenditures
                                        (In Thousands)
                                  1st Quarter    Year-To-Date
Fuel Oil Inventory                 $  (8,777)     $ (8,777)
                                   =========      ========
a)  Fuel Oil Inventory:                         
                                    Barrels       Book Value
Inventory as of:                        (In Thousands)
                                                
                                                
   March 31, 1999                   1,649          32,302
   December 31, 1998                2,613          33,412
   September 30, 1998               2,017          29,650
   June 30, 1998                    2,406          36,076
   March 31, 1998                   2,073          31,647
                                                
                                      During 1st Quarter
                                        (In Thousands)
                                    Barrels         Value
Sales price per barrel                          
  to System companies                           
  excluding period cost:                        
     #2 Fuel Oil                        37          17.13
     #6 Fuel Oil                     3,047           9.65
                                                

SFI has a fuel oil contract with Marathon Oil Company dated April
15,  1982  that was originally scheduled to terminate on December
31,  1996.  On January 1, 1994 Marathon breached the contract  by
refusing  to deliver product and on December 29, 1994  SFI  filed
suit against Marathon in federal court in New Orleans, Louisiana.
During  the  first  quarter  1996, SFI  and  Marathon  reached  a
negotiated  settlement  to  the  dispute,  and  Marathon  resumed
delivery.  However, a different grade of fuel oil was substituted
for  the  fuel oil originally required to be delivered under  the
contract. Deliveries of the substitute fuel oil began on March 1,
1996  and were discontinued February 28, 1999.  During the  first
quarter,  SFI purchased 808,678 barrels of Bunker Grade oil  from
Marathon,   and   sold  this  product  to  a  third   party   for
approximately $10.5 million.

4.     Other Items:

   a) As  of  March  31,1999, SFI's outstanding debt  and  Parent
      Companies investment consisted of:

Parent Companies:                       In Thousands
     Common Stock                         $    20
     Notes payable                         34,000
                                          -------
          TOTAL                            34,020
System Money Pool                           3,606
Banks                                           0
                                          -------
                                          
TOTAL                                     $37,626
                                          =======

  b)  As of January 1, 1987, SFI's employees were transferred  to
      Entergy   Services,   Inc.  (Entergy   Services).   Entergy
      Services  bills SFI for labor associated with the operation
      of   continuing  activities  for  SFI  and  other  services
      provided  to  SFI  (financial, legal,  administrative,  and
      other  activities).  For the 1st quarter of 1999,  SFI  was
      billed by Entergy Services for the following amounts:

                                                          Total
                          January  February    March     1st Qtr
Cost of service                                         
charged to                                              
Service Requests                                        
established to                                          
track cost of functions                                 
previously performed by                                 
SFI personnel:                                          
                                                        
  Direct Cost:                                          
   Labor and related                                    
    Cost                 $  5,768  $4,767    $  6,700   $  17,235
   Other direct cost        2,020   1,875       2,272       6,167
  Indirect Cost             1,372   1,121       1,552       4,045
                         ----------------------------------------
        TOTAL               9,160   7,763      10,524      27,447
                         ----------------------------------------
                                                        
Cost of services                                        
charged to Service                                      
Requests not related                                    
to transfer of SFI                                      
personnel:                 48,974   19,142     98,910     167,026
                         ----------------------------------------
                                                        
Total cost of services                                  
performed by Entergy                                    
Services                 $ 58,134  $26,905   $109,434   $ 194,473
                         ========================================
Amounts billed to                                       
Operating Companies for                                 
the Fuel Oil Program*    $ 30,437  $16,279   $ 72,914   $ 119,630
                                                        
Charged to Nuclear Fuel                                 
Procurement                27,697   10,626     36,520      74,843
                         ----------------------------------------
                                                        
TOTAL                    $ 58,134  $26,905   $109,434   $ 194,473
                         ========================================
                                                        

   -  Charged  to the Fuel Oil Program as a component  of  period
      costs.   Effective January 1, 1998, Fuel Oil Program period
      costs  are  recorded by plant, to the extent possible,  and
      direct  billed  to  the  operating company  that  owns  the
      facility  where  incurred. Costs which cannot  be  directly
      associated  with  a  facility  or  an  operating   company,
      continue to be allocated as before. For the 1st quarter  of
      1999,  such  Fuel Oil Program period costs  were  allocated
      10.0%  to ENTERGY ARKANSAS, INC., 54% to ENTERGY LOUISIANA,
      INC.,  27% to ENTERGY MISSISSIPPI, INC., and 10% to ENTERGY
      NEW ORLEANS, INC.


   c)  As previously reported, the System's fuels planning and
       procurement administration was reorganized during 1988,
       redefining the fuels management roles and placing the
       responsibility for most fuel procurement decisions with
       Entergy Corporation System Executives.

SFI,  utilizing  Entergy  Services  personnel,  continues  to  be
responsible  for  gas  and oil production  shut  down,  financing
nuclear fuel inventory and fuel oil inventory and facilities, and
accounting functions related to these continuing activities.

On  September  2, 1997, SFI filed an Application-Declaration,  on
Form U-1, with the SEC, in File No. 70-9103 (the "U-1"). SFI  has
requested  authorization, among other things, for it to  function
as  a supplier of transmission and distribution related equipment
and  materials  for the Entergy Corporation Operating  Companies.
Also  requested, is for Entergy Gulf States, Inc. to  acquire  an
ownership  interest  in  SFI  and assume  a  share  of  the  debt
financing  for SFI on the same proportionate basis as  the  other
operating  companies.  The U-1 is pending, and  an  amendment  is
forthcoming.

II.  File No 70-7574 Bank of America Agreement

     This financing agreement expired January 31, 1996.


III. File No 70-7668 Yasuda Trust and Banking Co., Ltd. Agreement
     (Yasuda)

      This loan agreement expired September 26, 1997 and was  not
renewed nor replaced.


IV.  File   No  70-8331  Entergy  Corporation  Revolving   Credit
     Agreement (Entergy)

      As  indicated previously, in a filing pursuant to  the  SEC
order dated November 26, 1996, (Release No. 35-26617) in File No.
70-8899,  activity  pertaining to this  loan  agreement  will  be
reported by Entergy Services, Inc. under File No. 70-8899.


      IN  WITNESS WHEREOF, SFI has caused this certificate to  be
executed as of the 27th of April, 1999.



                                ENTERGY ARKANSAS, INC.
                                ENTERGY LOUISIANA, INC.
                                ENTERGY MISSISSIPPI, INC.
                                ENTERGY NEW ORLEANS, INC.
                                SYSTEM ENERGY RESOURCES, INC.
                                ENTERGY CORPORATION



                                BY:  /s/ Nathan E. Langston
                                         Nathan E. Langston
                                       Vice President and
                                     Chief Accounting Officer


                                SYSTEM FUELS, INC.



                                BY:  /s/ Steven C. McNeal
                                        Steven C. McNeal
                                         Vice President
                                         and Treasurer




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