SYSTEM FUELS INC
35-CERT, 1997-01-31
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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 December 31, 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 4th
  quarter and year to date are indicated below:

                                                Net Expenditures
                                                 During    Year
                                                4th Qtr  To Date
                                                 (In Thousands)

  1996 Fuel Supply Program:
    1.Gas and Oil Development and Production .$    -     $    494
    2.Nuclear Fuel Procurement ...............   (8,772)    3,340
    3.Fuel Oil Program .......................   13,410     6,222
                                                 ------    ------
 Total Expenditures ..........................    4,638    10,056
                                                 ------    ------
 Less funds derived through amortization and
      depreciation charges:
    Amortization of Gas and Oil Development and
      Production Costs .......................    3,384       134
    Depreciation and other amortization ......     (115)     (481)
                                                 ------    ------

Total depreciation and amortization ..........    3,269      (347)
                                                 ------    ------
Net Expenditures .............................    7,907     9,709

(Increase) decrease in:
   Outside financing .........................     -       30,000
   System Money Pool borrowings ..............  (23,393)  (53,605)
                                                 ------    ------
Total (increase) decrease in borrowings ......  (23,393)  (23,605)
                                                 ------    ------
Increase (decrease) in working capital         $ 15,486  $ 13,896
                                                =======   =======
  1. Gas and Oil Development and Production

                                                Net Expenditures
                                                During     Year
                                               4th 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  (the  "program"),
      and  recognized  a  net gain, after tax,  of  approximately
      $1.3 million.


                 During  this  quarter, SFI recorded  a  net  $.1
      million   to  excess  proceeds.  This  activity   increased
      accumulated  excess proceeds to approximately $3.8  million
      as  of December 31, 1996. SFI and the purchaser of the  oil
      &  gas properties finalized all outstanding transactions on
      December  6,  1996.  SFI distributed $3.5  million  of  the
      accumulated  net  proceeds  to  its  parent  companies,  on
      December  31, 1996. The remaining accumulated  proceeds  of
      $.3  million have been retained by SFI to cover  continuing
      shut  down  expenses  expected to be  incurred  during  the
      first  quarter of 1997. Following completion of this  work,
      any  remaining  proceeds, or costs, will be distributed  to
      the parent companies.

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

                                                Net Expenditures
                                                During     Year
                                               4th Qtr   To Date
                                                 (In Thousands)
  Sales to non-System parties:
   Natural gas .............................. $   (154) $  1,583
   Condensate ...............................        0        33
   Crude oil ................................        0       395
                                               -------   -------
 Total ......................................     (154)    2,010

 Miscellaneous income(including sale of assets)      0     7,253
                                               -------   -------
 Total ......................................     (154)    9,263

 General and administrative expense .........      535    (5,595)
 Operating expense ..........................      (16)     (528)
 Interest expense ...........................     (218)     (129)
 Amortization adjustment (includes distribution)(3,531)   (3,146)
                                                ------    ------
 Net proceeds ............................... $ (3,384)  $  (134)
                                               =======   =======

2.  Nuclear Fuel Procurement (See Item III)

                                                Net Expenditures
                                                During     Year
                                               4th Qtr   To Date
                                                 (In Thousands)

  Nuclear Fuel Procurement ................. $  (8,772)  $ 3,340


                                                 Net Expenditures
                                                 During     Year
                                                4th Qtr   To Date
                                                  (In Thousands)

Activities during the period:
 Expenditures for nuclear materials and processing
   services ................................... $ 49,543  $109,122
 General and administrative expense ...........      815       887
 Interest expense .............................    1,055     4,522
                                                 -------   -------
 Total ........................................   51,413   114,531
                                                 -------   -------
 Sales of nuclear materials and processing
   services to System companies ...............   60,185   111,191
                                                 -------   -------
 Net effect on inventory ......................  $(8,772)  $ 3,340
                                                 =======    ======

  During  the  4th  quarter of 1996, SFI's purchases  of  nuclear
  materials  and services totaled $49.5 million. No new contracts
  for  nuclear  materials and services were entered  into  during
  this period.

  During  this  reporting period, SFI sold nuclear materials  and
  services  costing  $60.1 million for use in  System  Companies'
  nuclear generating units.



3. Fuel Oil Program (See Item II)

                                                Net Expenditures
                                                During      Year
                                               4th Qtr    To Date
                                                 (In Thousands)

 Fuel Oil Inventory .......................... $13,410  $  6,222
                                                ======    =======
   a) Fuel Oil Inventory:

                                                           Book
      Inventory as of:                          Barrels   Value
                                                 (In Thousands)

        December 31, 1996....................    1,657  $ 34,171
        September 30, 1996...................    1,008  $ 20,761
        June 30, 1996 .......................    1,038  $ 20,898
        March 31, 1995 ......................      949  $ 19,764
        December 31, 1995 ...................    1,747  $ 27,950


                                               During 4th Qtr.
                                               Barrels      Cost

     Sales price per barrel to System companies
       excluding period cost:

           #2 Fuel Oil .....................    32,439  $  25.82
           #6 Fuel Oil .....................   418,970  $  16.56


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  will continue through February 28, 1999.  The  product
delivered is being sold to a third party.

4.     Other Items:

      a)    As  of December 31, 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 ............................   56,438
          Banks ........................................        0
                                                          -------
          Total ........................................ $ 90,458
 							  =======

      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   4th
      quarter  of  1996, SFI was billed by Entergy  Services  for
      the following amounts:

                                                          Total
                                                          During
                              Oct       Nov      Dec      4th 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..  $ 18,661 $  19,564  $ 16,232  $ 54,457
   Other direct cost .......    3,387     3,859     6,158    13,404
  Indirect cost ............      836       993     5,962     7,732
                              -------  --------  --------   -------
      Total ................   22,884    24,356    28,352    75,593
                              -------  --------  --------   -------
Cost of services charged to
Service Requests not related
to transfer of SFI personnel: 144,527   111,685   226,448   482,659
                              -------  --------  --------   -------
Total cost of services
performed by Entergy
Services ................... $167,411  $136,041 $ 254,800  $558,252
                             ========  ======== =========  ========
Amounts billed to Operating
Companies for the Fuel Oil
Program * .................. $117,242  $ 64,275 $ 128,690  $310,207

Deferred Cost and services .        0       631      (631)        0

Charged to Nuclear Fuel
Procurement ................    9,178    68,587   137,440   215,205

Charged to Gas and Oil
Development and Production .   40,991     2,548   (10,700)   32,839
                             --------  --------  --------- --------
   Total ................... $167,411  $136,041 $ 254,800  $558,251
                             ========  ======== =========  ========

    *      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  shut  down,  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
December 31, 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 any funds,
under  this financing agreement. Commitment fees of $17,230  were
incurred on the unused portion of the agreement.  There  were  no
outstanding principal balance, no accrued interest cost  for  the
4th quarter.

      The  Yasuda credit agreement has been amended, pursuant  to
SEC   authorization,  to  extend  the  termination  date  of  the
agreement  to  September 26, 1997.  A copy of the amended  credit
agreement has previously been filed with the SEC.

      As of December 31, 1996, the book value of the nuclear fuel
was  $50,933,000  and there was no amount outstanding  under  the
Yasuda financing agreement.

      Consistent with the order issued by the SEC, dated November
27,  1996  (Release No. 35-26617) in File No. 70-8899,  effective
after  this  reporting period SFI will no longer report  on  this
loan  agreement. Activity pertaining to this loan agreement  will
be reported by Entergy Services, Inc. under File No. 70-8899.

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

     Pursuant to the Order issued on March 16, 1994, (Release No.
35-26006),  SFI  entered  into  a  loan  agreement  with  Entergy
Corporation  dated March 21, 1994. As originally  executed,  this
agreement  permitted  SFI  to borrow and  reborrow  from  Entergy
Corporation  amounts  not in excess of $30,000,000  at  any  one.
Pursuant  to  the  Commission's order  dated  November  27,  1997
(Release  No.  No. 35-26617) in File No. 70-8899, this  agreement
has  been  extended  through November 30,  2001  and  amended  to
increase SFI's aggregate borrowing limit to $95,000,000.

      As  of  the  period ended December 31, 1996,  SFI  has  not
borrowed funds under this loan agreement.

      Consistent with the order issued by the SEC, dated November
27,  1996  (Release No. 35-26617) in File No. 70-8899,  effective
after  this  reporting period SFI will no longer report  on  this
loan  agreement. Activity pertaining to this loan agreement  will
be reported by Entergy Services, Inc. under File No. 70-8899.

<PAGE>

      IN  WITNESS WHEREOF, SFI has caused this certificate to  be
executed as of the 31st of January, 1997.



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



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


                           SYSTEM FUELS, INC.



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



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