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, 1994, 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 December 29, 1993 ..................................  IV



I.  File No. 70-5015 and File No. 70-5889 - 1994 Fuel Supply
    Programs

    Expenditures for SFI's fuel program for 1994 during the
    3rd quarter and year to date are indicated below:

                                                           Net Expenditures
                                                            During    Year
                                                          3rd Qtr   To Date
                                                            (In Thousands)
   1994 Fuel Supply Program:
     1.  Gas and Oil Development and Production ......... $    137 $     323
     2.  Nuclear Fuel Procurement .......................   (4,007)   25,098
     3.  Fuel Oil Program ...............................    1,082    (3,095)
  Total Expenditures ....................................   (2,788)   22,326

  Less funds derived through amortization and
       depreciation charges:
     Amortization of Gas and Oil Development and
       Production Costs .................................     (486)     (773)
     Depreciation and other amortization ................     (156)     (460)

  Total depreciation and amortization ...................     (642)   (1,233)

  Net Expenditures ......................................   (3,430)   21,093

  (Increase) Decrease in:
     Outside financing ..................................        0   (23,000)
     System Money Pool borrowings .......................   (7,088)    5,447
     Parent Companies borrowings ........................        0         0

  Total (increase) decrease in borrowings ...............   (7,088)  (17,553)

  (Increase) Decrease in working capital ................$  10,518  $ (3,540)
                                                         =========  ========


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

    Gas and Oil Development and Production ............. $    137  $    323
                                                         ========  ========

   a) During the quarter, there was no drilling activity

   b) SFI  produced,  during the quarter, 197,000  MCF  of
      natural gas and 13,000 barrels of oil from its Gas and  Oil
      Development  and  Production Program (Program)  which  were
      sold to non-System parties.

      During the 3rd quarter of 1994, all of SFI's natural
      gas  production  was  sold  to  non-System  parties.   This
      condition  is  expected  to continue  indefinitely.   As  a
      result,  SFI expenditures in the Program are being  limited
      to  amounts required to protect its existing investments in
      the  properties.   No investments in new leases  are  being
      made at this time.

      As  previously reported, amortization  continues  to
      exceed   SFI's   investment   in   this   program.   Excess
      amortization, during this quarter, of $349,000  brings  the
      accumulated  excess,  to  $2.2 million,  at  September  30,
      1994.

   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 .................................. $    395  $    994
        Condensate ...................................       14        45
        Crude Oil ....................................      208       467

       Total .........................................      617     1,506

       Miscellaneous income from non-System parties..        61       193
       Total .........................................      678     1,699

       General and administrative expense ............     (128)     (356)
       Operating expense .............................     (206)     (597)
       Interest expense ...................................  55       (90)
       Amortization adjustment .......................       87       117

       Net proceeds .................................. $    486 $     773
                                                       ========  ========


2.  Nuclear Fuel Procurement (See Item III)

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

  Nuclear Fuel Procurement ........................... $ (4,007) $ 25,098
                                                       ========  ========


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

   Activities during the period:
     Expenditures for nuclear materials and processing
        services ..................................... $ 21,808  $ 50,114
     General and administrative expense ..............      277       345
     Interest expense ................................      404     1,135

     Total ...........................................   22,489    51,594
     Sales of nuclear materials and processing
        services to System companies .................   26,496    26,496

   Net effect on inventory ........................... $ (4,007) $ 25,098
                                                       ========  ========

        During  the  quarter,   SFI's  purchases  totaled  $21.8
  million for nuclear materials and services.

        SFI  sold,  to  Arkansas Power & Light  Company,  nuclear
  materials and services totaling $26.5 million for use   at  its
  Arkansas Nuclear One during this reporting period.


3. Fuel Oil Program (See Item II)
                                                        Net Expenditures
                                                        During      Year
                                                       3rd Qtr    To Date
                                                         (In Thousands)

  Fuel Oil Inventory ................................. $  1,082  $ (3,095)
                                                       ========  ========

   a) Fuel Oil Inventory:

                                                                   Book
      Inventory as of:                                   Barrels   Value
                                                          (In Thousands)

        December 31, 1993 ............................    2,070  $ 31,596
        March 31, 1994 ...............................    1,790  $ 28,316
        June 30, 1994 ................................    1,652  $ 27,418
        September 30, 1994 ...........................    1,754  $ 28,501

                                                         During 3rd Qtr.
                                                         Barrels    Cost

     Sales price per barrel to System companies
       excluding period cost:
           #2 Fuel Oil ...............................    27,439  $  23.33
           #6 Fuel Oil ...............................    36,826  $  15.66

         During this quarter, there was no resolution between SFI
   and  Marathon  Oil  Company  regarding  the  continuation   of
   suspension  of the fuel oil deliveries under the  April,  1982
   supply  contract. Discussions continue.  Other than  Marathon,
   SFI has no long term contracts for fuel oil.


4.     Other Items:

  a)  As of September 30, 1994, 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 ............................   19,883
          Outside Financing:
             Bank borrowings ...........................   23,000
          Total ........................................ $ 76,903
                                                         ========

  b)  As   of  January  1,  1987,  SFI's  employees  were
      transferred  to  Entergy Services, Inc. (Entergy  Services)
      where  some  of  them  continue to operate  the  continuing
      activities  of SFI.  For the 3rd quarter of 1994,  SFI  was
      billed by Entergy Services, Inc. the following amounts  for
      services  performed for SFI that were previously  performed
      by  SFI  employees.  SFI also reimbursed Entergy  Services,
      at  cost,  for  other services received (financial,  legal,
      administrative and other activities).

                                                                   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  $ 31,896  $ 24,824 $  29,270  $ 85,990
           Other direct cost .....   10,144     7,562    15,943    33,649
        Indirect cost ............    5,020    18,475    25,489    48,984
              Total ..............   47,060    50,861    70,702   168,623

     Cost of services charged to
     Service Requests not related
     to transfer of SFI personnel.   (7,364)   28,912   122,445   143,993
     Total cost of services
     performed by Entergy
     Services .................... $ 39,696  $ 79,773  $193,147  $312,616
                                   ========  ========  ========  ========

     Amounts billed to Operating
     Companies for the Fuel Oil
     Program * ................... $ 26,172  $ 49,266  $137,080  $212,518

     Deferred Cost/Services.......      173       368    (1,027)     (486)

     Charged to Nuclear Fuel
     Procurement .................   (1,319)    3,898    12,286    14,865

     Charged to Gas and Oil
     Development and Production ..   14,670    26,241    44,808    85,719

        Total .................... $ 39,696  $ 79,773  $193,147  $312,616
                                   ========  ========  ========  ========


  * Charged to the Fuel Oil Program as a component of
    period costs.  For the 3rd quarter of 1994 Fuel Oil Program
    period costs were allocated 15% to Arkansas Power & Light
    Company, 54% to Louisiana Power & Light Company, 19% to
    Mississippi Power & Light Company and 12% 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 (B of A)

     During the quarter, SFI did not borrow, or repay, any amount
under this financing agreement.  Commitment fees of $14,041  were
incurred  on  the unused portion of the agreement.   The  average
outstanding  principal balance, for the quarter,  was  $8,000,000
and interest cost totaled $97,111.

     As of September 30, 1994, the sum of the Aggregate Borrowing
Base   of  Eligible  Fuel  Oil  Inventory  and  Receivables   was
$11,100,000 of which $8,000,000 was outstanding under the B of  A
agreement.


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

      During  the  quarter,  SFI did not borrow,  or  repay,  any
amounts  under  this  financing  agreement.  Commitment  fees  of
$15,682  were  incurred on the unused portion of  the  agreement.
The  average outstanding principal balance, for the quarter,  was
$15,000,000 and interest cost totaled $194,583.

      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 30, 1995.  A copy  of  the  amended
credit agreement was filed with the SEC.

      As  of September 30, 1994, the book value of the nuclear fuel
was  $39,034,000 and there was $15,000,000 outstanding under  the
Yasuda 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 terminates
on December 31, 1996.

      During the quarter ended September 30, 1994, SFI did not
borrow under this agreement.

      IN WITNESS WHEREOF, SFI has caused this certificate to be
executed as of the 27th of October, 1994.


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



                           BY:   /s/Gerald D. McInvale
                                    Gerald D. McInvale
                                 Senior Vice President and
                                  Chief Financial Officer

 

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