SYSTEM FUELS INC
35-CERT, 1997-10-30
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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  September  30, 1997, 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 - 1997 Fuel Supply
   Programs

  Expenditures for SFI's fuel program for 1997 during the 3rd
  quarter and year to date are indicated below:

                                         Net Expenditures
                                          (In Thousands)
                                    3rd Quarter   Year to Date
1997 Fuel Supply Program:                         
1.  Gas and Oil Development                        
     and Production                  $    (1)      $     (9)
2.  Nuclear Fuel Procurement           1,113          7,832
3.  Fuel Oil Program                  (3,844)       (10,697)
                                      =======       ======== 
TOTAL EXPENDITURES                    (2,732)        (2,874)
                                      -------        ------- 
Less funds derived through                         
   amortization & depreciation                     
   charges                                         
  Amortization of Gas & Oil                        
   Development & Production Costs          5             (2)
  Depreciation & Other                             
   amortization                          (93)          (291)
                                      -------        -------     
TOTAL depreciation & amortization        (88)          (293)
                                      -------        -------     
Net Expenditures                      (2,819)        (3,167)
                                                   
(Increase) decrease in:                            
   Outside financing                      -               -
   System Money Pool borrowings        2,490         10,461
                                      -------       --------     
TOTAL (increase)decrease                           
  in borrowings                        2,490         10,461
                                      -------       --------      
Increase (decrease) in working                     
  capital                            $   329       $ (7,294)
                                     ========      =========        
1.  Gas and Oil Development and                    
  Production                                      
                                         Net Expenditures
                                          (In Thousands)
                                    3rd Quarter   Year to Date
Gas and Oil Development                           
and Production                       $    -        $      -
                                     =========     =========

      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
      previously  reported, SFI distributed $3.5 million  of  the
      accumulated  net  proceeds  to  its  parent  companies,  on
      December  31, 1996. The remaining accumulated  proceeds  of
      approximately $353,000 are being retained by SFI  to  cover
      continuing  shut  down expenses to be  completed  in  1997.
      Following  completion of this work, any remaining proceeds,
      or costs, will be distributed to the parent companies.

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

                                         Net Expenditures
                                          (In Thousands)
                                    3rd Quarter   Year to Date
Sales to non-System parties:                      
   Natural gas                       $    -         $   -
   Condensate                             -             -
   Crude oil                              -             -
                                    --------       ---------        
TOTAL                                     -             -
Miscellaneous income (including           5             (3)
   sale of assets)                  --------       ---------         
TOTAL                                     5             (3)
                                                    
General and administrative                          
  expense                                  5           (3)
Operating expense                         -             -
Interest expense                          -             -
Amortization adjustment                   5            (2)
                                    --------       ---------        
Net proceeds                         $  (-5)        $    2
                                    ========       =========
2.  Nuclear Fuel Procurement                        
   (See Item III)                                
                                         Net Expenditures
                                          (In Thousands)
                                    3rd Quarter   Year to Date
Nuclear Fuel Procurement             $ 1,113        $7,832
                                     ========       =======      
                                                  
                                         Net Expenditures
                                          (In Thousands)
                                    3rd Quarter   Year to Date
Activities during the period:                     
  Expenditures for nuclear                        
   materials and processing                       
   services                          $    0          $4,710
  General and administrative                         
   expense                              157             474
  Interest expense                      956           2,729
                                    --------        --------
TOTAL                                 1,113           7,913
                                    --------        --------
Sales of nuclear materials and                       
   processing services to                            
   System companies                       0              81
                                    --------        --------
Net effect on inventory              $1,113          $7,832
                                    ========        ========

  During  the  3rd  quarter of 1997, SFI's purchases  of  nuclear
  materials and services totaled $1.1 million.

  During  this  reporting period, SFI had  no  sales  of  nuclear
  materials and services.

3.  Fuel Oil Program                            
    (See Item II)                              
                                       Net Expenditures
                                        (In Thousands)
                                  3rd Quarter    Year to Date
Fuel Oil Inventory                 $(3,844)       $(10,697)
                                  =========      ==========
a)  Fuel Oil Inventory:                         
                                    Barrels       Book Value
Inventory as of:                        (In Thousands)
                                                
   September 30, 1997               1,220          23,474
   June 30, 1997                    1,368          27,319
   March 31, 1997                   1,255          26,319
   December 31, 1996                1,657          34,171
   September 30, 1996               1,008          20,761
                                                
                                      During 3rd Quarter
                                        (In Thousands)
                                    Barrels         Value
Sales price per barrel                          
  to System companies                           
  excluding period cost:                        
     #2 Fuel Oil                        36          26.14
     #6 Fuel Oil                     1,005          16.58
                                                

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.
During the third quarter 1997, SFI purchased 1,090,793 barrels of
Bunker Grade oil from Marathon, and sold this product to a  third
party for approximately $16 million.

4.     Other Items:

   a) As  of  September  30,  1997, 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                          45,977
Banks                                           0
                                          --------
TOTAL                                     $79,997
                                          ========

  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 3rd quarter of 1997,  SFI  was
      billed by Entergy Services for the following amounts:

                                                          Total
                           July     August   September   3rd 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                 $  8,245  $ 9,609   $  8,196   $ 26,050
   Other direct cost        1,491    2,781      1,940      6,212
  Indirect Cost               656      800        708      2,164
                         --------  --------  --------   --------
        TOTAL              10,392    13,190    10,844     34,426
                         --------  --------  --------   --------         
Cost of services                                        
charged to Service                                      
Requests not related                                    
to transfer of SFI                                      
personnel:                115,500    66,303    92,313    274,116
                         --------  --------  --------   --------
Total cost of services                                  
performed by Entergy                                    
Services                 $125,892  $ 79,493  $103,157   $308,542
                         ========  ========  ========   ========
Amounts billed to                                       
Operating Companies for                                 
the Fuel Oil Program     $ 62,978  $ 44,063  $ 64,149   $171,190
                                                        
Charged to Nuclear Fuel                                 
Procurement                62,914    35,430    39,008    137,352
                         --------  --------  --------   --------
TOTAL                    $125,892  $ 79,493  $103,157   $308,542
                         ========  ========  ========   ========

   * Charged  to  the Fuel Oil Program as a component  of  period
     costs.   For the 3rd quarter of 1997 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.

During  the  third quarter, SFI filed an Application-Declaration,
on  Form  U-1, in File No. 70-9103 (the "U-1"), with the SEC 
requesting authorization, among other things, (I) for SFI to 
function as  a supplier of transmission and distribution related 
equipment and  materials for the Entergy  Corporation Operating 
Companies, and (ii) 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. 

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)

      As  indicated in the previous filing pursuant  to  the  SEC
order dated November 27, 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.   This
loan  agreement  expired  September 26,  1997  and  will  not  be
renewed.


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

      As  indicated in the previous 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.

<PAGE>

      IN  WITNESS WHEREOF, SFI has caused this certificate to  be
executed as of the 30th of October, 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, 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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