WASHINGTON, D.C.


In the Matter of                           :
Entergy Corporation                        :
Entergy Enterprises, Inc.                  :
Entergy Systems and Service, Inc.          :
formerly Systems and Service U.S.A., Inc.  :       CERTIFICATE PURSUANT
                                           :        TO RULE 24
     File No. 70-7947                      :
(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 the application-declaration
referenced above and the related order dated December 28, 1992,
this is to certify that the progress made in the development of
System and Service International, Inc.'s (SASI) energy efficient
technology and manufacturing processes as well as the development
within the "Base Region" (as defined) of such energy efficiency
technology by Entergy Systems and Service, Inc. during the three
months ended December 31, 1994.  Unaudited financial statements
for the fourth quarter of 1994 are also attached.

          1)   Development of SASI's energy efficient
          technologies continues to advance in accordance with
          the initial progress schedule.  Operational planning
          regarding the automation of SASI's production lines
          continues.  Engineering runs of SASI's newest
          technology are being prepared.  Additionally, a new
          manufacturing facility is being prepared to be
          available in adequate time to produce the final
          marketable version of the above technologies.

          2)   Entergy Systems and Service, Inc. has utilized
          SASI's current product in energy service applications
          in the "Base Region".  The following is a summary which
          indicates such installations and projected energy
          conservation which will result in savings of generating

                                       Annual Projected
               Number of                   Savings
               Installations          kw's       kwh's

               269                 1,884.61  11,944,454.71

     IN WITNESS WHEREOF, the undersigned companies have caused
this certificate to be executed this 31st day of January, 1995.

                                   Entergy Corporation

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

                                   Entergy Enterprises, Inc.

                                   By:    /s/ Gerald D. McInvale
                                           Gerald D. McInvale
                                        Senior Vice President,
                                        Chief Financial Officer,
                                        Treasurer and (Acting
                                        Chief Operating Officer)

                                   Systems and Service U.S.A., Inc.
                                   (now Entergy Systems and Service, Inc.)

                                   By:    /s/ Gerald D. McInvale
                                           Gerald D. McInvale
                                        Chairman of the Board

Entergy Systems and Service, Inc.                                
Statement of Operations                                          
For the Quarter Ended December 31, 1994                          
Revenue                                                $ 1,668,492
Cost of Goods Sold                                       1,243,915
Gross Margin                                               424,578
Selling, general and administrative expenses:                    
   Salaries and wages                                    3,007,863
   Other                                                 3,012,157
      Operating loss                                    (5,595,443)
Other income                                               300,325
Interest expense                                           991,569
      Loss before income taxes                          (6,286,687)
Income taxes                                            (2,384,712)
      Net loss                                         $(3,901,975)

Entergy Systems and Service, Inc.                                
Balance Sheet                                                    
September 30, 1994                                               
Current assets:                                                  
   Cash and cash equivalents                           $34,763,160
   Accounts receivable                                   1,938,651
   Other current assets                                    108,177
      Total current assets                              36,809,988
Furniture, fixtures and equipment, net                   4,881,712
Equipment Inventory - held for installation             11,144,324
Installations-in-process                                 4,681,670
Installed equipment                                      8,000,017
Investment in affiliate                                  2,316,996
Loan receivable from affiliate                           2,700,000
Goodwill, net                                            1,053,776
Deferred taxes                                           8,367,981
Other assets                                             8,808,513
LIABILITIES AND SHAREHOLDER'S EQUITY                             
Current liabilities:                                             
   Accounts payable                                    $ 2,908,002
   Accrued liabilities                                   1,552,600
   Current portion of capital lease obligations            157,927
      Total current liabilities                          4,618,529
Note payable to parent                                  72,300,000
Deferred credit - Sanwa                                  4,403,844
Deferred service contract revenue                        9,711,504
Accrued maintenance costs                                  157,375
Capital lease obligations                                  320,672
      Total liabilities                                 91,511,924
Shareholder's equity:                                            
Common stock, no par value, 50,000 shares authorized,            
13,500 shares issued and outstanding                    13,500,000
Accumulated defecit                                    (16,246,947)
      Total shareholder's equity                        (2,746,947)


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