SYSTEM FUELS INC
35-CERT, 1996-10-31
Previous: STRAWBRIDGE & CLOTHIER, 8-K, 1996-10-31
Next: SYSTEM FUELS INC, 35-CERT, 1996-10-31





                    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  September  30, 1996, 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 - 1996 Fuel Supply
   Programs

  Expenditures for SFI's fuel program for 1996 during the 3rd
  quarter and year to date are indicated below:

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

 1996 Fuel Supply Program:
   1.  Gas and Oil Development and Production $    -    $    494
   2.  Nuclear Fuel Procurement .............   (7,879)   12,112
   3.  Fuel Oil Program .....................     (137)   (7,188)
						------    ------
 Total Expenditures .........................   (8,016)    5,418
						------    ------
Less funds derived through amortization and
     depreciation charges:
   Amortization of Gas and Oil Development and
     Production Costs .......................   (1,659)   (3,250)
   Depreciation and other amortization ......     (113)     (366)
						------    ------
Total depreciation and amortization .........   (1,772)   (3,616)
						------    ------
Net Expenditures ............................   (9,788)    1,802
						
(Increase) decrease in:
   Outside financing ........................     -       30,000
   System Money Pool borrowings .............   15,641   (30,213)
						------	 -------
Total (increase) decrease in borrowings .....   15,641      (213)
						------   -------
Increase (decrease) in working capital       $  (5,853) $ (1,589)
						======   =======

1. Gas and Oil Development and Production

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

  Gas and Oil Development and Production ..... $   -     $    494
						=======   =======


         On  September 6, 1996, effective July 1, 1996, SFI  sold
      its  interest in the properties associated with its Gas and
      Oil  Development and Production Program, and recoginized  a
      net gain, after tax, of approximately $1.3 million.


                  During   this   quarter,  SFI   recovered   its
      expenditures and recorded $1.7 million to excess  proceeds.
      This  activity  increased accumulated  excess  proceeds  to
      approximately $3.7 million at September 30, 1996.  SFI  and
      the  purchaser of the oil & gas properties have 90 days  in
      which  to finalize all their transactions/adjustments.  The
      accumulated  net proceeds are deferred on SFI's  books  for
      later distribution to its parent companies.

                  Calculation  of  net  proceeds  from  sales  to
      non-System   parties  from  the  Program,   including   net
      proceeds from the sale of the assets, is:

                                              Net Expenditures
                                               During     Year
                                              3rd Qtr   To Date
                                                (In Thousands)
    Sales to non-System parties:
     Natural gas ........................... $    230  $  1,737
     Condensate ............................       (6)       33
     Crude oil .............................       68       395
						-----	 ------		
    Total ..................................      292     2,165
						
    Miscellaneous income (including sale
	 of assets).........................    7,134     7,253
						-----	 ------
    Total ..................................    7,426     9,418

    General and administrative expense .....   (5,963)   (6,130)
    Operating expense ......................       12      (512)
    Interest expense .......................       34        89
    Amortization adjustment ................      150       385
						-----	  -----
    Net proceeds ........................... $  1,659  $  3,250
						=====	  =====


2.  Nuclear Fuel Procurement (See Item III)

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

  Nuclear Fuel Procurement ................ $  (7,879)  $ 12,112
					       ======     ======	 			

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

Activities during the period:
  Expenditures for nuclear materials and processing
     services ............................. $  23,528  $ 59,579
  General and administrative expense .......       23        72
  Interest expense .........................    1,106     3,467
					       ------    ------	
  Total ....................................   24,657    63,118
  Sales of nuclear materials and processing    ------    ------
     services to System companies ..........   32,536    51,005
 					       ------    ------	
Net effect on inventory .................... $ (7,879)  $12,112
					       ======    ======

  During  the 3rd quarter of 1996, SFI's purchases totaled $23.5
  million  for  nuclear  materials  and  services.  Several  new 
  contracts were entered into, during  this  period, to  provide 
  uranium deliveries from 1998 to the year 2001.

  During  this  reporting period, SFI sold nuclear materials  and
  services  costing  $32.5  million to System  Energy  Resources,
  Inc. for use in its Grand Gulf Nuclear Unit.



3. Fuel Oil Program (See Item II)

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

  Fuel Oil Inventory ....................... $  (137)  $ (7,189)
					      ======    =======
   a) Fuel Oil Inventory:

                                                          Book
      Inventory as of:                         Barrels   Value
                                                (In Thousands)

        September 30, 1996..................    1,008  $ 20,761
        June 30, 1996 ......................    1,038  $ 20,898
        March 31, 1996 .....................      949  $ 19,764
        December 31, 1995 ..................    1,747  $ 27,950
        September 30, 1995 .................    1,729  $ 27,518


                                               During 3rd Qtr.
                                               Barrels      Cost

     Sales price per barrel to System companies
       excluding period cost:

           #2 Fuel Oil .....................    23,460  $  24.82
           #6 Fuel Oil .....................       -    $    -


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, SFI and Marathon reached a negotiated
settlement to the dispute, and Marathon resumed delivery  of  the
high sulfur product portion of the contract.  This began on March
1,  1996  and will continue through February 28, 1999 to  satisfy
the final three years of the agreement. The product delivered  is
being sold to a third party.

4.     Other Items:

      a)    As of September 30, 1996, 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 ............................   33,045
          Banks ........................................        0
							  -------
          Total ........................................ $ 67,065
							  =======

      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   2nd
      quarter  of  1996, 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.... $ 19,228 $ 28,911 $ 22,866 $ 71,005
   Other direct cost ........    1,805    2,518    2,248    6,571
Indirect cost ...............    1,415      775    8,733   10,923
				------   ------   ------   ------
      Total .................   22,448   32,204   33,847   88,499
				======   ======   ======   ======

Cost of services charged to
Service Requests not related
to transfer of SFI personnel:  146,119  130,441   78,996  355,556
			       -------  -------  -------  -------
Total cost of services
performed by Entergy
Services .................... $168,567 $162,645 $112,843 $444,055
			       =======  =======  =======  =======	
Amounts billed to Operating
Companies for the Fuel Oil
Program * ................... $131,819 $111,262 $ 65,565 $308,646

Deferred Cost and services ..        0        0        0        0

Charged to Nuclear Fuel
Procurement .................    7,637    6,882    5,585   20,104

Charged to Gas and Oil
Development and Production ..   29,111   44,501   41,693  115,305
			       -------  -------  -------  -------
Total ....................... $168,567 $162,645 $112,843 $444,055
			       =======  =======  =======  =======


    *       Charged  to  the Fuel Oil Program as a  component  of
    period  costs.  For the 1st quarter of 1996 Fuel Oil  Program
    period  costs  were allocated 8% to ENTERGY  ARKANSAS,  INC.,
    56%  to  ENTERGY LOUISIANA, INC., 26% 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, 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

       This   financing  agreement  expired  January  31,   1996.
Commitment  fees,  incurred and paid for the  month  of  January,
1996, were $6,458 on the unused portion of that agreement. As  of
September 30, 1996, there are no plans to renew this agreement.


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

      During the quarter, SFI did not borrow, nor repay anything,
under  this financing agreement. Commitment fees of $16,842  were
incurred on the unused portion of the agreement.  There  were  no
outstanding principal balance, no accrued interest cost  for  the
3rd 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, 1996, the book value of the nuclear fuel
was  $59,706,000  and there was no amount outstanding  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.

      As of the period ended September 30, 1996, SFI had borrowed
no funds under this agreement.

<PAGE>

      IN  WITNESS WHEREOF, SFI has caused this certificate to  be
executed as of the 31st of October, 1996.



                           ENTERGY ARKANSAS, INC.
                           ENTERGY LOUISIANA, INC.
                           ENTERGY MISSISSIPPI, INC.
                           ENTERGY NEW ORLEANS, 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



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission