UNITED STATES OF AMERICA
                                
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                                
                        WASHINGTON, D.C.
                                
                                
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                                               :
          In the Matter of                     :     CERTIFICATE PURSUANT
                                               :              TO
     SYSTEM ENERGY RESOURCES, INC.             :           RULE 24
                                               :
          File No. 70-8511                     :
                                               :
 (Public Utility Holding Company Act of 1935)  :
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      This  is  to certify, pursuant to Rule 24 under the  Public
Utility  Holding  Company  Act of  1935,  as  amended,  that  the
transactions  described  below, which  were  proposed  by  System
Energy   Resources,   Inc.  ("Company")   in   its   Application-
Declaration, as amended, in the above file, have been carried out
in  accordance  with  the terms and conditions  of  and  for  the
purposes represented by said Application-Declaration, as amended,
and  pursuant  to  the  orders  of the  Securities  and  Exchange
Commission with respect thereto dated May 9, 1995 (Release No. 35-
26287),  August  18, 1995 (Release No. 35-26358) and  August  27,
1996 (Release No. 35-26561).

      On  November  4,  1998, the Company  entered  into  a  Loan
Agreement,  dated  as  of  October  15,  1998,  with  Mississippi
Business  Finance Corporation ("MBFC"), pursuant  to  which  MBFC
issued  and  sold, by negotiated bid, to Goldman,  Sachs  &  Co.,
Morgan  Stanley  &  Co. Incorporated, Lehman Brothers  Inc.,  BNY
Capital Markets, Inc., CIBC Oppenheimer Corp. and Stephens  Inc.,
as  underwriters, $216,000,000 in aggregate principal  amount  of
its  5.875%  Pollution  Control Revenue Refunding  Bonds  (System
Energy Resources, Inc. Project) Series 1998.

     Attached hereto and incorporated by reference are:

          Exhibit B-4(b)    -     Conformed  copy  of  the  Trust
                         Indenture between MBFC and the Trustee.
          
          Exhibit B-6(b)    -     Conformed  Copy  of  the   Loan
                         Agreement between the Company and MBFC.
          
          Exhibit F-1(f)   -    Post-effective opinion of Ann  G.
                         Roy,  Senior  Counsel  -  Corporate  and
                         Securities  of  Entergy Services,  Inc.,
                         counsel for the Company.
          
          Exhibit F-2(f)   -    Post-effective opinion of  Thelen
                         Reid  &  Priest  LLP,  counsel  for  the
                         Company.
          
     IN WITNESS WHEREOF, System Energy Resources, Inc. has caused
this certificate to be executed this 11th day of November, 1998.


                                 SYSTEM ENERGY RESOURCES, INC.
                                 
                                 
                                 
                                 By:    /s/ Steven C. McNeal
                                         Steven C. McNeal
                                   Vice President and Treasurer