SYSTEM FUELS INC
35-CERT, 1995-10-31
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                    UNITED STATES OF AMERICA
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                                
                        Washington, D. C.

 . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                   .
        In the Matter of                           .
                                                   .
ARKANSAS POWER & LIGHT COMPANY                     .
LOUISIANA POWER & LIGHT COMPANY                    .
MISSISSIPPI POWER & LIGHT COMPANY                  .
NEW ORLEANS PUBLIC SERVICE INC.                    .
                                                   .
     File No. 70-5015                              .
     ________________                              . CERTIFICATE
                                                   . PURSUANT TO
     In the Matter of                              . RULE 24
                                                   .
SYSTEM FUELS, INC.                                 .
SYSTEM ENERGY RESOURCES, INC.                      .
ARKANSAS POWER & LIGHT COMPANY                     .
LOUISIANA POWER & LIGHT COMPANY                    .
MISSISSIPPI POWER & LIGHT COMPANY                  .
NEW ORLEANS PUBLIC SERVICE 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  September  30, 1995, 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

I. File No. 70-5015 and File No. 70-5889 - 1995 Fuel Supply
   Programs

  Expenditures for SFI's fuel program for 1995 during the 3rd
  quarter and year to date are indicated below:

                                                 Net Expenditures
                                                   During    Year
                                                  3rd Qtr  To Date
                                                   (In Thousands)

   1995 Fuel Supply Program:
     1.  Gas and Oil Development and Production . $  105  $    105
     2.  Nuclear Fuel Procurement ............... 15,466     9,294
     3.  Fuel Oil Program ........................  (941)   (1,007)
                                                  ------     -----
   Total Expenditures ............................14,630     8,392
                                                  ------     -----
  Less funds derived through amortization and
       depreciation charges:
     Amortization of Gas and Oil Development and
       Production Costs ..........................  (849)   (1,723)
     Depreciation and other amortization .........  (137)     (420)
                                                  ------    ------

  Total depreciation and amortization ............  (986)   (2,143)
                                                  ------    ------

  Net Expenditures ...............................13,644     6,249

  (Increase) decrease in:
     Outside financing ...........................15,000    23,000
     System Money Pool borrowings ...............(21,646)   (9,056)
                                                 --------   -------

  Total (increase) decrease in borrowings ........(6,646)   13,944
                                                 --------   ------ 

  Increase (decrease) in working capital         $(6,998) $(20,193)
                                                 ========  ========

  1. Gas and Oil Development and Production
                                                   Net Expenditures
                                                      During Year
                                                   3rd Qtr To Date
                                                    (In Thousands)

     Gas  and  Oil  Development  and Production  $   105  $    105
                                                 =======   =======
      a) During the quarter, there was no drilling activity.



      b)    During the 3rd quarter of 1995, SFI produced  294,126
      MCFs  of  natural gas and 13,638 barrels of oil  from  it's
      Gas  and  Oil Development and Production Program  (Program)
      which were sold to non-System parties.

                 During  the  3rd quarter of 1995, all  of  SFI's
      natural  gas  production  was sold to  non-System  parties.
      This condition is expected to continue indefinitely.  As  a
      result,  SFI's  expenditures  in  the  Program  are   being
      limited   to  amounts  required  to  protect  its  existing
      investment  in the properties.  Investments in  new  leases
      are not being made at this time.

                 During  this  quarter, SFI recorded  net  excess
      amortization  of  $849,000, which resulted  in  accumulated
      excess amortization of $1,723,000 at September 30, 1995.

            c)    Calculation  of  net  proceeds  from  sales  to
      non-System  parties from the Program used to  amortize  the
      investment in the Program:

                                                Net Expenditures
                                                 During     Year
                                                3rd Qtr   To Date
                                                  (In Thousands)
       Sales to non-System parties:
         Natural gas .......................... $     692  $  1,936
        Condensate ............................        26       126
        Crude oil .............................       132       517
                                                  -------   -------

        Total .................................       850     2,579

        Miscellaneous income from non-System parties.. 75       211
                                                  -------    ------
        Total ..................................      925     2,790

        General and administrative expense .....      (24)     (110)
        Operating expense ......................     (100)     (754)
        Interest expense .......................       15        (3)
        Amortization adjustment ................       33      (200)
                                                  -------   --------

        Net proceeds ........................... $   (849) $ (1,723)
                                                 =========  ========


2.  Nuclear Fuel Procurement (See Item III)

                                                    Net Expenditures
                                                   During       Year
                                                   3rd Qtr    To Date
                                                     (In Thousands)

   Nuclear Fuel Procurement .................... $  15,466   $  9,294
                                                  ========    =======

                                                     Net Expenditures
                                                    During       Year
                                                    3rd Qtr     To Date
                                                     (In Thousands)

   Activities during the period:
     Expenditures for nuclear materials and 
        processing services ..................... $  14,759  $ 91,938
      General and administrative expense ........        53       128
     Interest expense ...........................       654     1,980
                                                   --------    ------
      Total  ....................................    15,466    94,046
     Sales of nuclear materials and processing
         services  to  System  companies ........       -      84,752
                                                   --------   -------
    Net  effect on inventory .................... $  15,466  $  9,294
                                                   ========   =======

  During  the 3rd quarter of 1995, SFI's purchases totaled  $15.5
  million  for  nuclear materials and services. No new  contracts
  were entered into and no sales were made during the quarter.



3. Fuel Oil Program (See Item II)

                                                       Net Expenditures
                                                     During         Year
                                                     3rd Qtr      To Date
                                                       (In Thousands)

   Fuel Oil Inventory .......................... $    (941)   $ (1,007)
                                                  =========    ========
   a) Fuel Oil Inventory:


                                                                Book
       Inventory as of:                            Barrels      Value
                                                      (In Thousands)

         September 30, 1995 ...................     1,735    $ 27,518
         June  30, 1995 .......................     1,755    $ 28,459
         March 31, 1995 .......................     1,757    $ 28,359
         December 31, 1994 ....................     1,759    $ 28,526

                                                     During 3rd Qtr.
                                                   Barrels      Cost

     Sales price per barrel to System companies
       excluding period cost:

            #2 Fuel Oil .......................    39,891    $  22.92
            #6 Fuel Oil .......................     2,097    $  11.71

   SFI  has  a fuel oil contract with Marathon Oil Company  dated
   April  15,  1982.  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 this quarter,  SFI  continued  to
   prepare for the trial which was rescheduled from November  27,
   1995 to January 29, 1996 at the request of the court.



4.     Other Items:

      a)    As of September 30, 1995, SFI's outstanding debt  and
      Parent Companies investment consisted of:

                                                        (In Thousands)
          Parent Companies:
             Common stock .............................. $     20
             Notes payable .............................   34,000
                                                          -------
                Total ..................................   34,020
          System Money Pool ............................   21,646
                                                          -------
          Total ........................................ $ 55,666
                                                          =======

      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  activites  for  SFI  and   other
      services    provided    to    SFI    (financial,     legal,
      administrative,  and  other  activities).   For   the   3rd
      quarter  of  1995, SFI was billed by Entergy  Services  for
      the following amounts:

                                                                 Total
                                                                 During
                                      Jul       Aug       Sep    3rd Qtr
     Cost of services charged to
     Service Requests established
     to track cost of functions
     previously performed by SFI
     personnel:

      Direct Cost:
        Labor and related cost    $ 14,896  $ 21,330 $  21,234  $ 57,460
           Other direct cost ....      902     2,105     2,172     5,179
        Indirect cost ...........    1,620       980     2,408     5,008
                                   -------   -------    ------    ------
              Total .............   17,418    24,415    25,814    67,647
                                   -------   -------    ------    ------
     Cost of services charged to
     Service Requests not related
     to transfer of SFI personnel: 102,134   183,720   156,311   442,165
                                   -------   -------   -------   -------
     Total cost of services
     performed by Entergy
     Services ................... $119,552  $208,135 $ 182,125  $509,812
                                   =======   =======   =======   =======
     Amounts billed to Operating
     Companies for the Fuel Oil
     Program * .................. $ 72,651  $149,394 $ 133,211  $322,256

     Charged to Nuclear Fuel
     Procurement ................   14,726    22,351    10,574    47,651

     Charged to Gas and Oil
     Development and Production .   32,175    36,390    38,340   106,905
                                   -------   -------   -------   -------
        Total ................... $119,552  $208,135 $ 182,125  $509,812
                                   =======   =======   =======   =======

    *      Charged to the Fuel Oil Program as a component of
    period costs.  For the 3rd quarter of 1995 Fuel Oil Program
    period costs were allocated 8% to Arkansas Power & Light
    Company, 56% to Louisiana Power & Light Company, 26% to
    Mississippi Power & Light Company, and 10% to New Orleans
    Public Service 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, financing  nuclear  fuel
inventory  and fuel oil inventory and facilities, and  accounting
functions related to these continuing activities.





II.  File No 70-7574 Bank of America Agreement

      During  the  quarter, SFI had no borrowings  or  repayments
under this financing agreement.  Commitment fees of $19,042  were
incurred  on the unused portion of the agreement. As of September
30,  1995,  the sum of the Aggregate Borrowing Base  of  Eligible
Fuel  Oil  Inventory and Receivables was $10,794,699,  and  there
were no outstanding borrowings under this agreement.



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

      During  the  quarter,  SFI  had no  borrowings  and  repaid
$15,000,000  under this financing agreement. Commitment  fees  of
$18,123  were  incurred on the unused portion of  the  agreement.
The  average  outstanding principal balance was $0  and  interest
cost totaled $92,839 for the quarter.

      As  previously  reported, the Yasuda credit  agreement  was
amended, pursuant to SEC authorization (See HCAR No. 25634, dated
September  17, 1992) to increase the commitment fees and  margins
payable  on certain loans and to extend the termination  date  of
the  agreement  to  September 27, 1996.  A copy  of  the  amended
credit agreement was previously filed with the SEC.

    As  of September 30, 1995, the book value of the nuclear fuel
was $46,583,933 and there was no outstanding borrowings under the
Yasuda financing agreement.


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

     Pursuant to the Order issued on March 16, 1994, (Release 35-
26006),   SFI   entered  into  a  loan  agreement  with   Entergy
Corporation on March 21, 1994. The agreement allows SFI to borrow
and  reborrow  from  Entergy Corporation amounts  not  to  exceed
$30,000,000  at any one time. This agreement expires on  December
31, 1996.

      During  the quarter ended September 30, 1995, SFI  borrowed
$21,646,000 under this agreement.



<PAGE>



      IN  WITNESS WHEREOF, SFI has caused this certificate to  be
executed as of the 31st of October, 1995.





                           ARKANSAS POWER & LIGHT COMPANY
                           LOUISIANA POWER & LIGHT COMPANY
                           MISSISSIPPI POWER & LIGHT COMPANY
                           NEW ORLEANS PUBLIC SERVICE INC.
                           SYSTEM ENERGY RESOURCES, INC
                           ENTERGY CORPORATION



                           BY:  /s/William J. Regan, Jr.
                              --------------------------
                                William J. Regan, Jr.
                                Vice President
                                and Treasurer



                           SYSTEM FUELS, INC.



                           BY:  /s/ William J. Regan, Jr.
                              ---------------------------
                                William J. Regan, Jr.
                                Vice President, Treasurer
                                and Assistant Secretary




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