35-CERT

                    UNITED STATES OF AMERICA
         BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.


         In the Matter of               
                                          CERTIFICATE PURSUANT
      ENTERGY ARKANSAS, INC.                   TO RULE 24

         File No. 70-8761               

  Public Utility Holding Company

           Act of 1935

           This  is  to  certify, pursuant to Rule 24  under  the
Public Utility Holding Company Act of 1935, as amended, that  the
transactions  proposed by Entergy Arkansas, Inc. ("Arkansas")  in
the  Application-Declaration on Form U-1 in the  above  file,  as
amended ("Application"), have been carried out in accordance with
the terms and conditions of, and for the purposes represented by,
the  Application and pursuant to the order of the Securities  and
Exchange Commission with respect thereto dated May 3, 1996.

           On  July  31,  1996, Arkansas purchased 68  shares  of
common   stock   of  The  Arklahoma  Corporation,   an   Arkansas
corporation,  from  Oklahoma  Gas  and  Electric  Company  for  a
purchase price of $47,872.

           Attached hereto, and incorporated herein by reference,
is  the definitive form of Stock Purchase Agreement setting forth
the terms and conditions of Arkansas' purchase of said stock.

                     B-l   Stock Purchase Agreement, dated August
               31,  1996,  by  and among Entergy Arkansas,  Inc.,
               Southwestern  Electric Power Company and  Oklahoma
               Gas and Electric Company.

            IN   WITNESS   WHEREOF,  Arkansas  has  caused   this
Certificate to be executed this 7th day of August, 1996.

                                   ENTERGY ARKANSAS, INC.


                                    By:  /s/ William J. Regan, Jr.
                                           William J. Regan, Jr.
                                       Vice President and Treasurer

EX-99

                                                      Exhibit B-1


                    STOCK PURCHASE AGREEMENT


           THIS  STOCK  PURCHASE AGREEMENT (this "Agreement")  is
made  and entered into this 31st day of July, 1996, by and  among
ENTERGY ARKANSAS, INC. (formerly Arkansas Power & Light Company),
an Arkansas corporation ("Arkansas"), SOUTHWESTERN ELECTRIC POWER
COMPANY, a Delaware corporation ("SWEPCO"), and OKLAHOMA GAS  AND
ELECTRIC COMPANY, an Oklahoma corporation ("OG&E").

                      W I T N E S S E T H:

           WHEREAS, Arkansas, SWEPCO and OG&E, own, respectively,
one  hundred seventy (170) shares, one hundred sixty (160) shares
and  one  hundred seventy (170) shares of common stock, $100  par
value,  of  The  Arklahoma Corporation, an  Arkansas  corporation
("Arklahoma"),  representing all of  the  outstanding  shares  of
capital stock of Arklahoma (the "Shares");

           WHEREAS,  Arklahoma owns certain facilities consisting
of  (i) a 161 KV transmission line extending from Lake Catherine,
Arkansas to Boudinot Tap, near Tahlequah, Oklahoma, (ii) the Lake
Catherine substation at a terminus of said transmission line  and
(iii)  certain  property  incidental thereto  (collectively,  the
"Facilities");

           WHEREAS, Arklahoma leases such facilities to Arkansas,
SWEPCO and OG&E pursuant to an Agreement and Indenture, dated  as
of December 9, 1947, as extended by an Extension of Agreement and
Indenture, dated September 6, 1977 (collectively, the "Lease");

           WHEREAS,  such  facilities  are  jointly  operated  by
Arkansas,  SWEPCO  and  OG&E pursuant to an Operating  Agreement,
dated December 9, 1947 ("Operating Agreement");

           WHEREAS, in order to facilitate the formation by  OG&E
of   a  holding  company  system  exempt  from  the  registration
requirements of the Public Utility Holding Company Act  of  1935,
as  amended (the "'35 Act"), OG&E desires to reduce its ownership
of  the  outstanding Shares to less than five percent by  selling
sixty-eight (68) Shares to Arkansas and seventy-eight (78) Shares
to SWEPCO; and

           WHEREAS,   Arkansas and SWEPCO have agreed to  acquire
such   Shares  in  accordance  with  the  terms  and   conditions
hereinafter set forth;

           NOW, THEREFORE, in consideration of the covenants  and
agreements  contained  herein, and for other  good  and  valuable
consideration,  the receipt and sufficiency of  which  is  hereby
acknowledged,  the parties hereto, intending to be legally  bound
hereby, agree as follows:

      1.   Purchase and Sale of Shares.  Subject to the terms and
conditions  herein  stated,  (a) OG&E  agrees  to  sell,  assign,
transfer and deliver to Arkansas, and Arkansas agrees to purchase
from  OG&E, sixty-eight (68) Shares and (b) OG&E agrees to  sell,
assign,  transfer  and deliver to SWEPCO, and  SWEPCO  agrees  to
purchase from OG&E, seventy-eight (78) Shares.

     2.   Purchase Price.  In full consideration for the purchase
by  Arkansas  and SWEPCO of the Shares to be purchased  by  them,
respectively,  (a)  Arkansas shall pay to OG&E  an  aggregate  of
Forty-seven Thousand Eight Hundred Seventy-two Dollars ($47,872),
and  (b)  SWEPCO  shall  pay to OG&E an aggregate  of  Fifty-four
Thousand Nine Hundred Twelve Dollars ($54,912).

      3.   Closing.  The closing of the transactions provided for
herein  shall  take  place concurrently with  the  execution  and
delivery of this Agreement.

      4.   Deliveries at Closing.  The following deliveries shall
be made by the respective parties hereto:

          4.1. OG&E's Deliveries.  OG&E shall deliver to Arkansas
and SWEPCO the following:

           (a)   Stock certificates representing sixty-eight (68)
Shares and seventy-eight (78) Shares, respectively, duly endorsed
in  blank  with  all  necessary transfer tax  and  other  revenue
stamps, if any, acquired at OG&E's expense, affixed and canceled.
OG&E  agrees  to  cure  any  deficiencies  with  respect  to  the
endorsement of the certificates representing the Shares  or  with
respect to the stock power accompanying any such certificates.

          (b)  Such other documents, certificates and opinions as
reasonably may be required by Arkansas and SWEPCO in order to (i)
demonstrate the accuracy of, or the compliance by OG&E with,  all
of  the representations, warranties, covenants and conditions set
forth  herein, and (ii) consummate the transactions  contemplated
hereby.

           4.2. Arkansas' and SWEPCO's Deliveries.  Arkansas  and
SWEPCO shall deliver to OG&E, respectively, the payments referred
to  in  Paragraph  2  above  by check  or  by  wire  transfer  of
immediately available funds to the account of OG&E designated  in
writing.

     5.   Provisions of Lease and Operating Agreement.  Arkansas,
SWEPCO  and  OG&E hereby acknowledge that the sale of the  Shares
will not, in itself, act to modify the rights and obligations  of
the   parties  under  the  Lease  and  the  Operating  Agreement.
Notwithstanding  the sale of the Shares contemplated  herein,  in
accordance  with  the provisions of the Lease and  the  Operating
Agreement  (a)  Arkansas, SWEPCO and OG&E shall  continue  to  be
entitled  to  use  up to but not in excess of  one-third  of  the
capacity of the Facilities without payment for such use to either
of  the other parties, and (b) all expenses, liabilities, losses,
damages, costs and other charges incurred by Arklahoma or arising
in  connection with the operation or ownership of the  Facilities
(whether  incurred or arising prior to or after the sale  of  the
Shares)  shall  continue to be equally borne by Arkansas,  SWEPCO
and OG&E.

     6.   Representations and Warranties.

           6.1.  OG&E's  Representations  and  Warranties.   OG&E
represents and warrants to Arkansas and SWEPCO, as of the date of
this Agreement, as follows:

           (a)   Corporate Standing; Authorization.   OG&E  is  a
corporation duly organized, validly existing and in good standing
under  the  laws  of  the State of Oklahoma  with  all  requisite
corporate  power, authority and legal right to execute,  deliver,
and   perform  its  obligations  under  this  Agreement  and   to
consummate the transactions contemplated hereunder, and has taken
all  necessary  corporate action to authorize  the  sale  of  the
Shares  hereunder on the terms and conditions of  this  Agreement
and  to authorize the execution, delivery and performance of this
Agreement.

           (b)  Due Execution and Enforceability.  This Agreement
is  a  valid  and  binding  obligation  of  OG&E  enforceable  in
accordance  with  its  terms, except  as  limited  by  applicable
bankruptcy, insolvency, reorganization, moratorium or other  laws
of  general application referring to or affecting the enforcement
of creditors' rights and general principles of equity.

           (c)  No Restrictions Against Performance.  Neither the
execution,  delivery,  authorization  or  performance   of   this
Agreement,  nor the consummation of the transactions contemplated
hereby  will, with or without the giving of notice or the passage
of  time,  or  both,  violate any provisions of,  conflict  with,
result  in a breach of, constitute a default under, or result  in
the  creation  or imposition of any lien or condition  under  (i)
OG&E's Certificate of Incorporation or By-Laws; (ii) any federal,
state or local law, statute, ordinance, regulation or rule, which
is applicable to OG&E other than as set forth in paragraph 6.1(d)
hereof (provided that OG&E makes no representation as to any such
laws,  statutes, ordinances, regulations or rules  which  require
consent,  authorization or approval with respect to  Arkansas  or
SWEPCO);  (iii)  any contract, indenture, instrument,  agreement,
mortgage,  lease,  right or other obligation  or  restriction  to
which  OG&E  is a party or by which OG&E is bound;  or  (iv)  any
order,  judgment,  writ, injunction, decree, license,  franchise,
permit  or  other authorization of any federal,  state  or  local
court, arbitration tribunal or governmental agency by which  OG&E
is  bound,  any  of which, when taken as a whole,  would  have  a
material adverse affect on OG&E.

            (d)   Third-Party  and  Governmental  Consents.    No
approval,  consent,  waiver,  order  or  authorization   of,   or
registration,  qualification, declaration, or  filings  with,  or
notice to, any federal, state or local governmental authority  or
other  third party is required on the part of OG&E in  connection
with  the execution of this Agreement or the consummation of  the
sale  of the Shares contemplated hereby, other than the approvals
of   the  Federal  Energy  Regulatory  Commission,  the  Oklahoma
Corporation   Commission   and  the   Arkansas   Public   Service
Commission.   Each of such approvals has been obtained  prior  to
the  date  hereof and has not been reversed, stayed, enjoined  or
appealed.

           (e)   No Injunction.  No action or proceeding  by  any
governmental  authority or other person has  been  instituted  or
threatened  which  could  in  any  manner  enjoin,  restrain   or
prohibit,  or could result in substantial damages in respect  of,
any  provisions  of  this Agreement or the  consummation  of  the
transactions contemplated hereby.

           (f)   No Litigation.  No action or proceeding  by  any
governmental  authority or other person is pending  or  has  been
instituted  or threatened which reasonably could be  expected  to
have  an  adverse effect on the business, operations, properties,
assets or financial condition of Arklahoma.

           (g)  Ownership of Shares.  OG&E is the lawful owner of
one  hundred seventy (170) Shares, free and clear of  all  liens,
charges,  encumbrances, restrictions and claims  of  every  kind;
OG&E has full legal right, power and authority to enter into this
Agreement  and  to sell, assign, transfer and convey  the  Shares
pursuant  to this Agreement; the delivery to Arkansas and  SWEPCO
of  the Shares pursuant to the provisions of this Agreement  will
transfer  to  Arkansas  and  SWEPCO,  respectively,  valid  title
thereto,  free and clear of all liens, encumbrances, restrictions
and claims of every kind.

            6.2.  Arkansas'  and  SWEPCO's  Representations   and
Warranties.  Each of Arkansas and SWEPCO represents and  warrants
to  OG&E,  with respect to itself only, as of the  date  of  this
Agreement, as follows:

           (a)  Corporate Standing; Authorization.  Arkansas  and
SWEPCO  are corporations duly organized, validly existing and  in
good  standing  under  the laws of the  States  of  Arkansas  and
Delaware,  respectively.  Each of Arkansas  and  SWEPCO  has  all
requisite corporate power, authority and legal right to  execute,
deliver, and perform its obligations under this Agreement and  to
consummate the transactions contemplated hereunder, and has taken
all  necessary corporate action to authorize the purchase of  the
Shares  hereunder on the terms and conditions of  this  Agreement
and  to authorize the execution, delivery and performance of this
Agreement.

           (b)  Due Execution and Enforceability.  This Agreement
is  a valid and binding obligation of Arkansas and SWEPCO, as the
case may be, enforceable in accordance with its terms, except  as
limited  by  applicable  bankruptcy, insolvency,  reorganization,
moratorium or other laws of general application referring  to  or
affecting  the  enforcement  of  creditors'  rights  and  general
principles of equity.

           (c)  No Restrictions Against Performance.  Neither the
execution,  delivery,  authorization  or  performance   of   this
Agreement,  nor the consummation of the transactions contemplated
hereby  will, with or without the giving of notice or the passage
of  time,  or  both,  violate any provisions of,  conflict  with,
result  in a breach of, constitute a default under, or result  in
the  creation  or imposition of any lien or condition  under  (i)
Arkansas' or SWEPCO's Articles or Certificate of Incorporation or
By-Laws;   (ii)  any  federal,  state  or  local  law,   statute,
ordinance, regulation or rule, which is applicable to Arkansas or
SWEPCO,  as the case may be, other than as set forth in paragraph
6.2(d)  hereof  (provided  that  Arkansas  and  SWEPCO  make   no
representation  as  to  any  such  laws,  statutes,   ordinances,
regulations  or  rules  which require consent,  authorization  or
approval  with  respect to OG&E); (iii) any contract,  indenture,
instrument, agreement, mortgage, lease, right or other obligation
or  restriction to which Arkansas or SWEPCO, as the case may  be,
is a party or by which Arkansas or SWEPCO, as the case may be, is
bound;  or  (iv)  any order, judgment, writ, injunction,  decree,
license, franchise, permit or other authorization of any federal,
state or local court, arbitration tribunal or governmental agency
by which Arkansas or SWEPCO, as the case may be, is bound, any of
which,  when  taken  as a whole, would have  a  material  adverse
affect on Arkansas or SWEPCO, as the case may be.

            (d)   Third-Party  and  Governmental  Consents.    No
approval,  consent,  waiver,  order  or  authorization   of,   or
registration,  qualification, declaration, or  filings  with,  or
notice to, any federal, state or local governmental authority  or
other  third party is required on the part of Arkansas or SWEPCO,
as  the  case  may be, in connection with the execution  of  this
Agreement  or  the  consummation  of  the  sale  of  the   Shares
contemplated  hereby, other than the approvals of the  Securities
and Exchange Commission under the '35 Act and the Arkansas Public
Service  Commission.  Each of such approvals  has  been  obtained
prior  to  the  date  hereof and has not been  reversed,  stayed,
enjoined or appealed.

           (e)   No Injunction.  No action or proceeding  by  any
governmental  authority or other person has  been  instituted  or
threatened  which  could enjoin, restrain or prohibit,  or  could
result  in  substantial damages in respect of, any provisions  of
this   Agreement   or  the  consummation  of   the   transactions
contemplated hereby.

     7.   Survival of Representations, Warranties and Agreements.
All  of  the  parties' warranties, representations and  covenants
contained   in  this  Agreement  or  in  any  document  delivered
hereunder  shall  survive the purchase and  sale  of  the  Shares
contemplated hereby.

      8.    Indemnification  by  OG&E.  OG&E  agrees  to  defend,
indemnify  and  hold  Arkansas and SWEPCO  and  their  respective
officers, directors and agents harmless from and against any  and
all  losses, liabilities, damages, costs, or expenses  (including
reasonable attorneys' fees, penalties and interest) payable to or
for  the  benefit of, or asserted by, any party, resulting  from,
arising out of, or incurred as a result of (a) the breach of  any
representation made by OG&E herein or in accordance herewith;  or
(b) the breach of any warranty or covenant made by OG&E herein or
in  accordance  herewith.  The obligation to indemnify  and  hold
harmless  pursuant to this Section shall survive the consummation
of the transactions contemplated hereby.

      9.    Expenses.   OG&E shall pay its own and Arkansas'  and
SWEPCO's expenses (including, without limitation, all filing fees
and  the reasonable fees and expenses of their respective agents,
representatives,  counsel,  accountants  and  service  companies)
incidental   to  (a)  the  negotiation,  drafting,   review   and
performance  of  this  Agreement  and  (b)  the  receipt  of  all
necessary regulatory approvals for the parties to consummate  the
transactions contemplated hereby.

      10.   Successors  and  Assigns.  This  Agreement  shall  be
binding  upon and inure to the benefit of Arkansas, SWEPCO,  OG&E
and their respective, successors, representatives and assigns.

     11.  Waiver.  No provision of this Agreement shall be deemed
waived by course of conduct, including the act of closing, unless
such  waiver  is  made in a writing signed by the parties  hereto
stating   that  it  is  intended  specifically  to  modify   this
Agreement,  nor  shall  any  course  of  conduct  operate  or  be
construed as a waiver of any subsequent breach of this Agreement,
whether of a similar or dissimilar nature.

       12.    Entire  Agreement;  Modification.   This  Agreement
supersedes any other agreement, whether written or oral, that may
have  been made or entered into by Arkansas, SWEPCO and OG&E  (or
by  any director, officer, agent, or other representative of such
parties)  relating  to  the  matters contemplated  hereby.   This
Agreement  constitutes the entire agreement between  the  parties
and  there  are no agreements or commitments except as  expressly
set forth herein.  This Agreement may be amended or modified only
by  a  written  instrument executed by the parties  hereto  which
states  specifically that it is intended to amend or modify  this
Agreement.

      13.   Notices.  All notices, demands, requests,  and  other
communications hereunder shall be in writing and shall be  deemed
to  have  been duly given and shall be effective upon receipt  if
delivered  by  hand,  or sent by certified or  registered  United
States mail, postage prepaid and return receipt requested, or  by
prepaid overnight express service.  Notices shall be sent to  the
parties  at  the following addresses (or at such other  addresses
for  a party as shall be specified by like notice; provided  that
such notice shall be effective only upon receipt thereof): (a) if
to Arkansas:  Entergy Arkansas, Inc., c/o Entergy Services, Inc.,
P.O.  Box  61000,  New Orleans, Louisiana 70161, Attention:  Vice
President, Transmission and Distribution System, with  copies  to
Laurence   M.   Hamric,  Esq.,  General  Attorney-Corporate   and
Securities, at the foregoing address, and to John T. Hood,  Esq.,
Reid & Priest LLP, 40 West 57th Street, New York, New York 10019;
(b) if to SWEPCO: Southwestern Electric Power Company, 428 Travis
Street,  P.O. Box 21106, Shreveport, Louisiana 71156,  Attention:
Michael  Madison, Vice President of Engineering  and  Operations,
with  copies to Joris M. Hogan, Esq., Milbank, Tweed, Hadley  and
McCloy,  One Chase Manhattan Plaza, New York, New York 10005;  or
(c)  if  to  OG&E: Oklahoma Gas and Electric Company,  101  North
Robinson,  Oklahoma  City, Oklahoma 73101,  Attention:  James  R.
Hatfield,  Treasurer,  with  copies to  Peter  D.  Clarke,  Esq.,
Gardner, Carton & Douglas, 321 N. Clark Street, Chicago, Illinois
60610.

      14.  Governing Law.  This Agreement and the legal relations
between the parties hereto shall be governed by and construed  in
accordance  with the substantive laws of the State  of  Arkansas,
without  giving  effect to the principles  of  conflicts  of  law
thereof.

     15.  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but
all   of  which  together  shall  constitute  one  and  the  same
instrument.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement as of the date first above-written.


                    ENTERGY ARKANSAS, INC.


                    By:  ___________________________________
                         Name:
                         Title:


                    SOUTHWESTERN ELECTRIC POWER COMPANY


                    By:  ___________________________________
                         Name:
                         Title:


                    OKLAHOMA GAS AND ELECTRIC COMPANY


                    By:  ___________________________________
                         Name:
                         Title: