SYSTEM FUELS INC
35-CERT, 1998-10-29
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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, 1998, 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 1998 during the 3rd
  quarter are indicated below:

                                         Net Expenditures
                                          (In Thousands)
                                   3rd Quarter   Year-To-Date
1998 Fuel Supply Program:                      
1.  Gas and Oil Development                      
     and Production                  $     0     $ 5,610
2.  Nuclear Fuel Procurement          (8,337)    (17,984)
3.  Fuel Oil Program                  (6,426)    (11,429)
                                     -------     -------
TOTAL EXPENDITURES                   (14,763)    (23,803)
                                     -------     -------       
                                                 
Less funds derived through                       
   amortization & depreciation                   
   Charges                                       
  Amortization of Gas & Oil                      
   Development & Production Costs          0        (263)
  Depreciation & Other                           
   Amortization                         ( 81)       (257)
                                     -------     -------       
                                                 
TOTAL depreciation & amortization        (81)       (520)
                                     -------     -------       
                                                 
Net Expenditures                     (14,844)    (24,323)
                                                 
(Increase) decrease in:                          
   Outside financing                                   -
   System Money Pool borrowings        9,681       9,072
                                     -------     -------       
                                                 
TOTAL (increase)decrease                         
  in borrowings                        9,681       9,072
                                     -------     ------- 
                                                 
Increase (decrease) in working                   
  Capital                            $ 5,163     $15,251
                                     =======     ======= 
1.  Gas and Oil Development and                  
  Production                                   
                                         Net Expenditures
                                          (In Thousands)
                                   3rd Quarter   Year-To-Date
Gas and Oil Development                        
and Production                       $      0    $ 5,610
                                     ========    =======      

      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   September  30,  1998,  accumulated  net  proceeds   of
      approximately  $608,000  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)
                                   3rd Quarter   Year-To-Date
Sales to non-System parties:                   
   Natural gas                       $   0        $  273
   Condensate                                          -
   Crude oil                                           -
                                     -----        ------ 
TOTAL                                    0           273
Miscellaneous income (including          -             -
   sale of assets)                                
                                     -----        ------ 
TOTAL                                    0           273
                                                  
General and administrative                        
  expense                                -             -
Operating expense                        -            10
Interest expense                         -             -
Amortization adjustment                  -             -
                                                  
                                     -----        ------ 
Net proceeds                         $   -        $  263
                                     =====        ====== 
2.  Nuclear Fuel Procurement                      
   (See Item III)                                
                                         Net Expenditures
                                          (In Thousands)
                                   3rd Quarter   Year-To-Date

Nuclear Fuel Procurement           $(8,337)       $(17,984)
                                   =======        ========    
                                               
                                         Net Expenditures
                                          (In Thousands)
                                   3rd Quarter   Year-To-Date
Activities during the period:                  
  Expenditures for nuclear                     
   materials and processing                    
   services                        $ 27,802       $  68,727
  General and administrative                      
   expense                              109             340
  Interest expense                      668           2,163
                                   --------       ---------
TOTAL                                28,579          71,230
                                   --------       ---------
Sales of nuclear materials and                    
   processing services to                         
   System companies                  36,916          89,214
                                   --------       ---------
                                                  
Net effect on inventory            $ (8,337)      $ (17,984)
                                   ========       =========



3.  Fuel Oil Program                            
    (See Item II)                              
                                       Net Expenditures
                                        (In Thousands)
                                  3rd Quarter    Year-To-Date
Fuel Oil Inventory                 $(6,426)       $ (11,429)
                                   =======        =========
a)  Fuel Oil Inventory:                         
                                    Barrels       Book Value
Inventory as of:                        (In Thousands)
                                                
                                                
   September 30, 1998               2,017          29,650
   June 30, 1998                    2,406          36,076
   March 31, 1998                   2,073          31,647
   December 31, 1997                2,099          41,079
   September 30, 1997               1,220          23,474
                                                
                                      During 3rd Quarter
                                        (In Thousands)
                                    Barrels         Value
Sales price per barrel                          
  to System companies                           
  excluding period cost:                        
     #2 Fuel Oil                       106          21.63
     #6 Fuel Oil                     3,051          12.39
                                                

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, SFI purchased 1,216,404 barrels of  Bunker  Grade
oil  from  Marathon, and sold this product to a third  party  for
approximately $12.3 million.

4.     Other Items:

   a) As  of September 30,1998, 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                          46,782
Banks                                           0
                                          -------
TOTAL                                     $80,802
                                          =======

  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 1998,  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                 $  3,054  $ 5,872   $ 3,812    $ 12,738
   Other direct cost        1,581    1,675     1,328       4,584
  Indirect Cost             1,312    1,449       940       3,701
                         ---------------------------------------
        TOTAL               5,947    8,996     6,080      21,023
                         ---------------------------------------
                                                        
Cost of services                                        
charged to Service                                      
Requests not related                                    
to transfer of SFI                                      
personnel:                 72,272    68,737    77,812    218,821
                         ---------------------------------------
                                                        
Total cost of services                                  
performed by Entergy                                    
Services                 $ 78,219  $ 77,733  $ 83,892   $239,844
                         =======================================
Amounts billed to                                       
Operating Companies for                                 
the Fuel Oil Program*    $ 46,736  $ 40,538  $ 44,734   $132,008
                                                        
Charged to Nuclear Fuel                                 
Procurement                31,483    37,195    39,158    107,836
                         ---------------------------------------
                                                        
TOTAL                    $ 78,219  $ 77,733  $ 83,892   $239,844
                         =======================================

   - 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
     3rd quarter of 1998, such  Fuel  Oil Program period   costs were
     allocated  9.0%  to ENTERGY  ARKANSAS, INC.,  54.9%  to  ENTERGY
     LOUISIANA, INC., 26.7% to ENTERGY MISSISSIPPI, INC., and 9.4% 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 29th of October 1998.



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



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




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