File No. 70-7571


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                            Form U- 1


                 POST-EFFECTIVE AMENDMENT NO. 5
                               to
                     APPLICATION-DECLARATION
                              under
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                     Entergy Arkansas, Inc.
                     425 West Capitol Avenue
                   Little Rock, Arkansas 72201

       (Name of company filing this statement and address
                 of principal executive offices)


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


                         C. John Wilder
                  Executive Vice President and
                     Chief Financial Officer
                     Entergy Arkansas, Inc.
                     425 West Capitol Avenue
                   Little Rock, Arkansas 72201
             (Name and address of agent for service)


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


    Laurence M. Hamric, Esq.       William T. Baker, Jr., Esq.
    Ann G. Roy, Esq.               Daniel Guetta, Esq.
    Entergy Services, Inc.         Thelen Reid & Priest LLP
    639 Loyola Avenue              40 West 57th Street
    New Orleans, Louisiana 70113   New York, New York 10019

<PAGE>

Item 1.        Description of Proposed Transactions.

         Item 1 of the Application-Declaration in File 70-7571,
as previously amended, is hereby supplemented by adding the
following paragraphs to the end thereof:

         Pursuant to Commission authorization in this file (HCAR
Nos. 24787, 24917 and 26461, December 20, 1988, July 7, 1989 and
January 24, 1996, respectively) (the "Orders"), Entergy Arkansas,
Inc (formerly Arkansas Power & Light Company) ("Entergy
Arkansas") entered into a Fuel Lease, dated as of December 22,
1988 (the "Lease"), with River Fuel Trust #1 (the "Trust") under
which Entergy Arkansas leases nuclear fuel required for use at
its Arkansas Nuclear One Generating Station ("ANO").  Under the
terms of the Lease, the Trust makes payments to suppliers,
processors and manufacturers necessary to provide nuclear fuel
for ANO, or Entergy Arkansas makes such payments and is
reimbursed by the Trust.

         In accordance with the terms of the Orders, Entergy
Arkansas consented to allow the Trust to finance the acquisition
of nuclear fuel through (i) borrowings by the Trust under a
Credit Agreement, dated as of December 22, 1988 (the "Credit
Agreement"), with Union Bank of Switzerland, New York Branch (the
"Bank"), and (ii) the issuance by the Trust of secured notes
pursuant to Secured Note Agreements entered into with certain
institutional lenders.

         Pursuant to the Credit Agreement, the Trust may issue
and sell its commercial paper through an agent under a Depositary
Agreement supported by an irrevocable direct-pay letter of credit
issued under the Credit Agreement.  Alternatively, the Trust can
make revolving credit borrowings under the Credit Agreement
evidenced by its promissory notes.  The current termination date
of the Credit Agreement is December 22, 2000, but it may be
extended for successive one-year periods by mutual agreement of
the Trust and the Bank.

         Due to changes in the credit markets that have occurred
since the execution of the Credit Agreement in 1988, certain
adjustments to the interest rates and commercial paper fees
payable by the Trust will be required in connection with any
extensions of the Credit Agreement or any new credit agreements
to be entered into by the Trust in replacement of the Credit
Agreement.

         Under the terms of the Credit Agreement, the Trust is
currently required to pay the following fees: (a) a "Commitment
Fee" of 1/4 of 1% per annum on the difference between the maximum
commitment under the Credit Agreement and the amount of
commercial paper and revolving credit borrowings outstanding
(determined on a daily basis); (b) a "Letter of Credit Fee" of
62.5/100 of 1% per annum on the average aggregate amount of
commercial paper outstanding during each calendar quarter; and
(c) an "Administrative Fee" of $20,000 per year.

         In addition, at the election of the Trust, each
revolving credit borrowing under the Credit Agreement currently
bears interest at either (a) the higher of (i) the rate publicly
announced by the Bank from time to time as its prime rate, and
(ii) the rate quoted by the Bank to dealers in the New York
federal funds market for the overnight offering of Dollars by the
Bank, plus 1/4 of 1% (a "Prime Rate Loan"); or (b) 62.5/100 of 1%
in excess of the rate at which deposits in U.S. Dollars are
offered to the Bank in the London interbank market (a "LIBOR Rate
Loan"); provided, however, that if any drawings under the letter
of credit are not repaid on the date of such drawings, such
drawings will automatically be converted into revolving credit
borrowings bearing interest as Prime Rate Loans.

         It is now proposed that: (a) the Commitment Fee payable
by the Trust will not exceed a specified maximum rate greater
than 2% per annum on the difference between the maximum
commitment under the Credit Agreement and the amount of
commercial paper and revolving credit borrowings outstanding
(determined on a daily basis); (b) the Letter of Credit Fee
payable by the Trust will not exceed a specified maximum rate
greater than 5% per annum on the average aggregate amount of
commercial paper outstanding during each calendar quarter; and
(c) the Administrative Fee payable by the Trust will not exceed
$100,000.

         In addition, it is now proposed that Prime Rate Loans
and LIBOR Rate Loans bear interest at rates not in excess of the
lower of 15% per annum or those rates generally obtainable at the
time for loans having the same or reasonably similar maturities,
obtained by companies of the same or reasonably comparable credit
quality and having reasonably similar terms, conditions and
features.

          Under the terms of the Lease, the Trust may not amend
the Credit Agreement or enter into any successor credit
agreements without the consent of Entergy Arkansas.
Authorization is herein requested for Entergy Arkansas to consent
to the execution by the Trust of amendments to the Credit
Agreement or successor credit agreements incorporating the
interest rates and fees described herein.

Item 5.        Procedure.

          Entergy Arkansas hereby requests that the Commission's
supplemental order authorizing Entergy Arkansas to consent to the
execution by the Trust of amendments to the Credit Agreement or
successor credit agreements incorporating the interest rates and
fees described herein be entered on or before May 31, 2000.

         Entergy Arkansas hereby waives a recommended decision
by a hearing officer or any other responsible officer of the
Commission; agrees that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's
decision; and requests that there be no waiting period between
the issuance of the Commission's supplemental order and the date
on which it is to become effective.

Item 6.        Exhibits and Financial Statements.

       (a)     Exhibits:

              *B  Amendments to Credit Agreement or successor
                  credit agreements.

       (b)     Financial Statements:

         The transactions proposed herein do not contemplate an
increase in the amount of financing currently authorized by the
Commission.  Therefore, no financial statements are filed
herewith.

     *    To be filed by Rule 24 Certificate after the execution
     thereof.


<PAGE>
                            SIGNATURE

       Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.



                              ENTERGY ARKANSAS, INC.


                              By:  /s/ Steven C. McNeal
                                   Steven C. McNeal
                                   Vice President and Treasurer



Dated: November 23, 1999