File No. 70-8001

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM U-1
             ______________________________________

                 POST-EFFECTIVE AMENDMENT NO. 3

                               TO

                    APPLICATION-DECLARATION

                             UNDER

         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

             ______________________________________

Arkansas Power & Light Company          Louisiana Power & Light Company
425 West Capitol Avenue                 639 Loyola Avenue
Little Rock, Arkansas 72201             New Orleans, Louisiana 70113

Mississippi Power & Light Company       New Orleans Public Service Inc.
308 East Pearl Street                   639 Loyola Avenue
Jackson, Mississippi 39201              New Orleans, Louisiana 70113

                       System Fuels, Inc.
                       639 Loyola Avenue
                  New Orleans, Louisiana 70113

         (Names of companies filing this statement and
           addresses of principal executive offices)

             ______________________________________

                      Entergy Corporation

         (Name of top registered holding company parent
                of each applicant or declarant)

             ______________________________________

                       Gerald D. McInvale
                  Executive Vice President and
                    Chief Financial Officer
                 Arkansas Power & Light Company
                    425 West Capitol Avenue
                  Little Rock, Arkansas  72201

          (Names and addresses of agents for service)
         _____________________________________________

     The Commission is also requested to send copies of any
       communications in connection with this matter to:

Laurence M. Hamric, Esq.           Thomas J. Igoe, Jr., Esq.
Denise C. Redmann, Esq.                 Reid & Priest LLP
Entergy Services, Inc.                  40 West 57th Street
639 Loyola Avenue                       New York, New York  10019
New Orleans, Louisiana  70113



Item 1. Description of Proposed Transactions.

       
          Item 1 of the Application-Declaration, as heretofore amended,

is hereby supplemented to include the following at the end of such

Item:

          "None of the proceeds to be received by AP&L from the

subleasing of the steel or aluminum railcars will be used to invest

directly or indirectly in an exempt wholesale generator ("EWG") or

foreign utility company ("FUCO"), as such terms are defined in Section

32 or 33, respectively, of the Act.

          All the applicable conditions of Rule 53(a) under the Act are

and, assuming the consummation of the transactions proposed herein,

will be satisfied, and none of the conditions of Rule 53(b) exists or,

as a result of the transactions, will exist.  In compliance with Rule

53, Entergy states the following information:

          (1)  Entergy's aggregate investment (as defined in Rule 53)

in EWGs and FUCOs was approximately 7.9% of Entergy's consolidated

retained earnings (as defined in Rule 53) at December 31, 1994.

          (2)  Entergy maintains books and records to identify

investments in and earnings from any EWG or FUCO in which it directly

or indirectly holds an interest.

          (3)  For each FUCO or foreign EWG that is a majority-owned

subsidiary company (as defined in Rule 53) of Entergy, and for each

United States EWG in which Entergy directly or indirectly holds an

interest, the books and records shall be kept, and financial statements

shall be prepared, in accordance with generally accepted accounting

principles ("GAAP"), and Entergy undertakes to provide the Commission

access to such books and records and financial statements (in English)

as the Commission may request.  Entergy's only current direct or

indirect investment of this type is a 50% interest, owned through

Entergy's EWG subsidiaries, Entergy Power Development Corporation and

Entergy Richmond Power Corporation, in an independent power plant in

Richmond, Virginia that has been certified as an EWG.  The books and

records and financial statements of these entities are kept and

prepared in accordance with GAAP.

          (4)  For each FUCO or foreign EWG in which Entergy directly

or indirectly owns 50% or less of the voting securities, Entergy will

proceed in good faith, to the extent reasonable under the

circumstances, to cause the books and records to be kept, and financial

statements to be prepared, in accordance with GAAP, and to cause the

Commission to have access to such books and records and financial

statements (in English) as the Commission may request.  In any event,

Entergy will make available to the Commission any books and records of

such entity that are available to Entergy.  If such books and records

and financial statements are maintained according to a comprehensive

body of accounting principles other than GAAP, Entergy will, upon

request, describe and quantify each material variation from GAAP.

Entergy currently has investments of 50% or less in each of three FUCOs

located in Argentina, one located in Pakistan and one located in India,

the books and records and financial statements of which are kept and

prepared in accordance with GAAP.

          (5)  Less than 2% of the employees of Entergy's domestic

public-utility company subsidiaries render or will render services, at

any one time, directly or indirectly, to EWGs or FUCOs in which Entergy

has a direct or indirect interest.

          (6)  Entergy has submitted a copy of this Application-

Declaration on Form U-1, as amended, to the Federal Energy Regulatory

Commission and to each of the public service commissions having

jurisdiction over the retail rates of Entergy's public utility company

subsidiaries.

          (7)  Neither Entergy nor any subsidiary company thereof has

been the subject of a bankruptcy or similar proceeding.

          (8)  Average consolidated retained earnings for the four most

recent quarterly periods have not decreased by 10% from the average for

the previous four quarterly periods, and aggregate investment in EWGs

and FUCOs at December 31, 1994 ($175.7 million) is less than 2% of

total capital invested in utility operations at that date ($15,917

million).

          (9)  Entergy's reported operating losses for the year 1994

attributable to its direct or indirect EWG and FUCO investments totaled

$2.9 million, which is 0.1% of consolidated retained earnings at

December 31, 1994."



                           SIGNATURES



          Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, as amended, the undersigned companies have duly

caused this statement to be signed on their behalf by the undersigned

thereunto duly authorized.



                              ARKANSAS POWER & LIGHT COMPANY
                              LOUISIANA POWER & LIGHT COMPANY
                              MISSISSIPPI POWER & LIGHT COMPANY
                              NEW ORLEANS PUBLIC SERVICE INC.


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



                              SYSTEM FUELS, INC.


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


Dated:    June 9, 1995