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                                                                EXHIBIT 4(a)(2)

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                                  ARKLA, INC.

                                       TO

                            CITIBANK, N.A., Trustee


                           -------------------------


                         FIRST  SUPPLEMENTAL  INDENTURE


                         Dated as of September 30, 1988

                           -------------------------


                       SUPPLEMENTING  AND  AMENDING  THE

                   INDENTURE  DATED  AS  OF  DECEMBER 1, 1986




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         FIRST SUPPLEMENTAL INDENTURE, dated as of September 20, 1988 between
ARKLA, INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
525 Milam Street, Shreveport, Louisiana 71101 and at 400 East Capitol Street,
Little Rock, Arkansas 72202, and CITIBANK, N.A., a national banking
association, as Trustee (herein called the "Trustee"),

                                R E C I T A L S

         WHEREAS, to provide for its lawful corporate purposes the Company has
duly authorized the issue from time to time of its debentures, notes or other
evidences of unsecured indebtedness, which are to be issued in one or more
series (the "Securities"); the Company has heretofore made, executed and
delivered to the Trustee its Indenture dated as of December 1, 1986 (herein
called the "Original Indenture"); and

         WHEREAS, by virtue of the provisions of Article Three of the Original
Indenture, the Company is empowered to deliver Securities of any series
executed by the Company to the Trustee for authentication, and the Trustee is
thereupon empowered in the manner set forth in such Article Three to
authenticate and deliver said Securities to or upon the written order of the
Company without any further action by the Company; and

         WHEREAS, it is deemed desirable to supplement and amend such
procedures for authentication and delivery of Securities to those set forth in
Article Three of the Original Indenture as supplemented and amended by this
First Supplemental Indenture (the Original Indenture, as so supplemented and
amended by this First Supplemental Indenture being referred to herein as the
"Indenture"); and

         WHEREAS, the Board of Directors of the Company has determined that it
is desirable to add an additional covenant of the Company to Article Ten of the
Original Indenture for the benefit of the Holders of all series of Securities
in which the Company will covenant and agree not to issue any additional
mortgage bonds under its Indenture of Mortgage and Deed of Trust dated as of
September 1, 1953, as supplemented or the Indenture of Mortgage and Deed of
Trust of Entex, Inc. dated as of June 30, 1970, as supplemented and assumed by
the Company upon the merger of Entex, Inc. with and into the Company on
February 2, 1988; and
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         WHEREAS, Section 901 of Article Nine of the original Indenture
provides that under certain conditions the Company and Trustee, may, without
the consent of the Holders of Securities, from time to time and at any time,
enter into and indenture or indentures supplemental thereto, inter alia; and

         WHEREAS, all the requirements prescribed by law and by the Certificate
of Incorporation of the Company have been fully complied with and all
conditions and requirements necessary to authorize the execution,
acknowledgment and delivery of this First Supplemental Indenture and duly and
legally effect the modifications and alterations of the original Indenture
provided for in this First Supplemental Indenture, and to make the original
Indenture as supplemented and amended by this First Supplemental Indenture, a
valid, binding and legal instrument for the benefit of the Holders of
Securities, have been complied with;

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH that for
and in consideration of the premises and the acceptances or purchases of the
Securities by the Holders thereof, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of all Holders of
the Securities or of series thereof, as follows:


                                   ARTICLE I

                     MODIFICATION OF THE ORIGINAL INDENTURE

         Section 1.1      Supplement and Amendment to Article Three of the
Original Indenture.  Article Three of the Original Indenture is modified by
supplementing and amending the third paragraph of Section 303 of the Original
Indenture to read in its entirety as follows:

                 "At any time and from time to time after the execution and
         delivery of this Indenture, the Company may deliver Securities of any
         series executed by the Company to the Trustee for authentication,
         together with a Company order for the authentication and delivery of
         such Securities, and the Trustee in accordance with the Company order
         shall authenticate and deliver such Securities; provided, however,
         that, with respect to Securities of a series constituting a
         medium-term note program, the Trustee shall authenticate and deliver
         Securities of such series for original issue from time





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         to time in the aggregate principal amount established for such series
         pursuant to such procedures acceptable to the Trustee and to
         recipients thereof as may be specified from time to time by a Company
         Order.  The maturity date, original issue date, interest rate and any
         other terms of the Securities of such series shall be determined by or
         pursuant to such Company Order and procedures.  If provided for in
         such procedures, such Company Order may authorize authentication and
         delivery pursuant to oral instructions from the Company or its duly
         authorized agent, which instructions shall be promptly confirmed in
         writing; provided, further, notwithstanding the provisions of Section
         201 and of this paragraph, if all Securities of a series are not to be
         originally issued at one time, it shall not be necessary to deliver
         the Board Resolution otherwise required pursuant to Section 201, or
         the Company Order otherwise required pursuant to this paragraph at or
         prior to the time of authentication of each Security of such series if
         such documents are delivered at or prior to the time of authentication
         upon original issuance of the first Security of such series.  If the
         form or terms of the Securities of the series have been established in
         or pursuant to one or more Board Resolutions as permitted by Sections
         201 and 301, in authenticating such Securities, and accepting the
         additional responsibilities under this Indenture in relation to such
         Securities, the Trustee shall be entitled to receive, and (subject to
         Section 601) shall be fully protected in relying upon an Opinion of
         Counsel stating:

                          (a)     if the form or forms of such Securities have
                 been established by the Board or pursuant to a Board
                 Resolution as permitted by Section 201, that such form or
                 forms have been established in conformity with the provisions
                 of this Indenture;

                          (b)     if the terms of such Securities have been
                 established by or pursuant to a Board Resolution as permitted
                 by Section 301, that such terms have been established in
                 conformity with the provisions of this Indenture; and

                          (c)     that such Securities, when authenticated and
                 delivered by the Trustee and issued by the Company in the
                 manner and subject to any conditions





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                 specified in such opinion of Counsel, will constitute valid
                 and legally binding obligations of the Company enforceable
                 against the Company, subject to bankruptcy, insolvency,
                 reorganization and other laws of general applicability
                 relating to or affecting the enforcement of creditors' rights
                 and to general equity principals.

         If such form or terms have been so established the Trustee shall not
         be required to authenticate such Securities if the issue of such
         Securities pursuant to this Indenture will affect the Trustee's own
         rights, duties, or immunities under the Securities and this Indenture
         or otherwise in a manner which is not reasonably acceptable to the
         Trustee."

         Section 1.2      Supplement to Article Ten of the Original Indenture.
Article Ten of the Original Indenture is modified (i) by changing the title of
Section 1007 of the Original Indenture to "Restrictions on Liens; Mortgage
Bonds," (ii) by inserting "Part A" before the first paragraph of such Section
1007, and (iii) by adding a new and additional paragraph to Section 1007 of the
Original Indenture to the end of such Section 1007, which additional paragraph
shall read in its entirety as follows:

         "Part B.

                 So long as any of the securities remain outstanding, the
         Company will not issue any additional mortgage bonds under the
         Indenture of Mortgage and Deed of Trust of Arkla, Inc. dated as
         September 1, 1953, as supplemented, or the Indenture of Mortgage and
         Deed of Trust of Entex, Inc. dated as of June 30, 1970, as
         supplemented, assumed by the Company upon the merger of Entex, Inc.
         with and into the Company on February 2, 1988 (together the "Mortgage
         Indentures") or have outstanding mortgage bonds under the Mortgage
         Indentures in excess of the aggregate principal amount thereof
         outstanding on September 30, 1988 or extend the stated maturities or
         sinking fund redemption dates (beyond their original stated dates) of
         outstanding mortgage bonds under the Mortgage Indentures; provided,
         however, that the Company may issue mortgage bonds under the Mortgage
         Indentures upon registration of transfer or exchange of mortgage bonds
         under the Mortgage Indentures





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         or in replacement of mutilated, destroyed, lost or stolen mortgage
         bonds or in respect of the unredeemed portion of any series of
         mortgage bonds under the Mortgage Indentures partially called for
         redemption, in each case as provided in the Mortgage Indentures."

Except for the foregoing addition to Section 1007 of the Original Indenture,
such Section 1007 shall remain in full force and effect.


                                   ARTICLE 2

                    PARTICULAR REPRESENTATIONS AND COVENANTS
                                 OF THE COMPANY

         Section 2.1      Authority of the Issuer.  The Company is duly
authorized under the laws of the State of Delaware and all other applicable
laws to execute and deliver this First Supplemental Indenture, and all
corporate action on its part required for the execution and delivery of this
First Supplemental Indenture has been duly and effectively taken.

         Section 2.2      Truth of Recitals and Statements.  The Company
warrants that the recitals of fact and statements contained in this First
Supplemental Indenture are true and correct, and that the recitals of fact and
statements contained in all certificates and other documents furnished
thereunder will be true and correct.


                                   ARTICLE 3

                             CONCERNING THE TRUSTEE

         Section 3.1      Acceptance of Trusts.  The Trustee accepts the trusts
hereunder and agrees to perform the same, but only upon the terms and
conditions set forth in the Original Indenture and in this First Supplemental
Indenture, to all of which the Issuer and the respective Holders of Securities
at any time outstanding agree by their acceptance thereof.

         Section 3.2      No Responsibility of Trustee for Recitals, etc.  The
recitals and statements contained in this First Supplemental Indenture shall be
taken as the recitals and statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.  The Trustee





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makes no representations as to the validity or sufficiency of this First
Supplemental Indenture.

                                   ARTICLE 4

                            MISCELLANEOUS PROVISIONS

         Section 4.1      Relation to the Indenture.  The provisions of this
First Supplemental Indenture shall become effective immediately upon the
execution and delivery hereof.  This First Supplemental Indenture is executed
as and shall constitute an indenture supplemental to the Original Indenture.
All the terms and provisions herein contained shall form a part of the
Indenture for all purposes as fully and with the same effect as if all such
terms and provisions had been set forth in the Original Indenture and each and
every term and condition contained in the Original Indenture shall apply to
this First Supplemental Indenture with the same force and effect as if the same
were in this First Supplemental Indenture set forth in full, with such
omissions, variations and modifications thereof as may be appropriate to make
each such term and condition conform to this First Supplemental Indenture.  The
Original Indenture is hereby ratified and confirmed and shall remain and
continue in full force and effect in accordance with the terms and provisions
thereof, as supplemented and amended by this First Supplemental Indenture and
the Original Indenture and this First Supplemental Indenture shall be read,
taken and construed together as one instrument.  This First Supplemental
Indenture shall be governed by and construed in accordance with the laws of the
State of New York.

         Section 4.2      Trust Indenture Act.  If any provision of this First
Supplemental Indenture limits, qualifies or conflicts with any other provision
of this First Supplemental Indenture or any provision of the Original Indenture
which is required to be included by any of the provisions of Sections 310 to
317 inclusive of the Trust Indenture Act of 1939, such required provision shall
control.

         Section 4.3      Meaning of Terms.  Any term used in this First
Supplemental Indenture which is defined in the Original Indenture shall have
the meaning specified in the Original Indenture, unless the context shall
otherwise require.





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         Section 4.4      Counterparts.  This First Supplemental Indenture may
be executed in several counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one instrument.

         IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                        ARKLA, INC.


                                        By: /s/ WILLIAM H. KELLY
                                           --------------------------------
                                           William H. Kelly
                                           Senior Vice President &
                                           Chief Financial Officer

Attest:


/s/ B. D. KLINE
--------------------------------
B. D. Kline
Vice President - Finance,
Secretary & Treasurer

(CORPORATE SEAL)


                                        CITIBANK, N.A., as Trustee


                                        By: /s/ P. DEFELICE
                                           --------------------------------
                                        Name:  P. DeFelice
                                        Title: Vice President

Attest:


/s/ LAWRENCE OLSEN
--------------------------------
Name:  Lawrence Olsen
Title: Trust Officer

(CORPORATE SEAL)





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STATE OF LOUISIANA        Section
                          Section
PARISH OF CADDO           Section

         On this 14thday of October, 1988 before me personally came WILLIAM H.
KELLY, to me known, who, being by me duly sworn, did depose and say that he is
Senior Vice President & Chief Financial Officer of ARKLA, INC., one of the
corporations described in and which executed the foregoing instrument; that he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


(NOTARIAL SEAL)                            LOIS S. ALEXANDER
                                           --------------------------------
                                           Notary Public
                                           Commission Expires:
                                                              -------------
                                                    LOIS S. ALEXANDER
                                                      Notary Public
                                                Caddo Parish, Louisiana
                                               MY COMMISSION IS PERMANENT


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STATE OF NEW YORK         Section
                          Section
COUNTY OF NEW YORK        Section

         On this   17th   day of   October  , 1988, before me personally came
P. DeFelice, to me known, who, being by me duly sworn, did depose and say that
he is Vice President of CITIBANK, N.A., one of the corporations described in
and which executed the foregoing instrument; that he knows the corporate seal
of said corporation; that the seal affixed to the said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


(NOTARIAL SEAL)                            JANETTE C. AUSTIN
                                           --------------------------------
                                           Notary Public
                                           Commission Expires: 
                                                              -------------
                                                     JANETTE C. AUSTIN
                                             Notary Public, State of New York
                                                       No. 24-4932390
                                                 Qualified in Kings County
                                           Certificate Filed in New York County
                                             Commission Expires Aug. 3, 1989


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