Exhibit 10(c)96
_________________________________________________________________







                     POPE COUNTY, ARKANSAS

                              and

                 ARKANSAS POWER & LIGHT COMPANY




                        ______________

                         LOAN AGREEMENT
                        ______________






                 Dated as of November 15, 1995













_________________________________________________________________
$120,000,000  Pope  County,  Arkansas Pollution  Control  Revenue
Refunding  Bonds (Arkansas Power & Light Company Project)  Series
1995

<PAGE>
                        LOAN AGREEMENT

           This LOAN AGREEMENT, dated as of November 15, 1995, by
and  between POPE COUNTY, ARKANSAS, a political subdivision under
the  Constitution and laws of the State of Arkansas  (hereinafter
referred to as the "County"), and ARKANSAS POWER & LIGHT COMPANY,
a  corporation organized and existing under and by virtue of  the
laws  of  the State of Arkansas (hereinafter referred to  as  the
"Company").

          W I T N E S S E T H:

           WHEREAS, the County is authorized and empowered  under
the  laws of the State of Arkansas, including particularly  Title
14,  Chapter  267  of  the Arkansas Code of 1987  Annotated  (the
"Act"), to issue revenue bonds and to expend the proceeds thereof
to   finance   and   refinance  the  acquisition,   construction,
reconstruction, extension, equipment or improvement of  pollution
control  facilities for the disposal or control of sewage,  solid
waste,   water  pollution,  air  pollution,  or  any  combination
thereof; and

            WHEREAS,   certain   pollution   control   facilities
(hereinafter referred to as the "Facilities") have been acquired,
constructed  and  equipped at the Company's  electric  generating
plant   located  within  the  boundaries  of  the   County   near
Russellville,  Arkansas  and  known  as  Arkansas   Nuclear   One
(hereinafter referred to as the "Plant"); and

           WHEREAS,  pursuant  to  and  in  accordance  with  the
provisions  of  the  Act, the County has  heretofore  issued  and
delivered  its  Pollution  Control  Revenue  Bonds,  Series  1985
(Arkansas  Power  &  Light  Company Project),  in  the  aggregate
principal  amount  of $120,000,000 (the "Prior Bonds"),  for  the
purpose  of  financing  a  portion  of  the  cost  of  acquiring,
constructing and equipping the Facilities and paying the expenses
of authorizing and issuing the Prior Bonds; and

           WHEREAS,  the  County proposes to  issue  $120,000,000
aggregate  principal amount of its revenue bonds  under  the  Act
(the  "Series 1995 Bonds") for the purpose of refunding the Prior
Bonds; and

           WHEREAS, in connection with the issuance of the Series
1995  Bonds the proceeds of the Series 1995 Bonds will be  loaned
by  the  County to the Company upon the terms and conditions  set
forth herein; and

           NOW,  THEREFORE,  for  and  in  consideration  of  the
premises and the mutual covenants herein made, and subject to the
conditions herein set forth, the parties hereto agree as follows:
                           
                           
                           ARTICLE I
                          DEFINITIONS

           Section 1.01.  Definitions.  In addition to the  words
and   terms  elsewhere  defined  in  this  Agreement  or  in  the
Indenture,  the  following  words  and  terms  as  used  in  this
Agreement shall have the following meanings unless the context or
use indicates another or different meaning:

           "Act" -- Title 14, Chapter 267 of the Arkansas Code of
1987 Annotated, as amended and enacted from time to time.

           "Additional Bonds" -- Bonds in addition to the  Series
1995 Bonds, which are issued under the provisions of Section  211
of the Indenture.

            "Administration  Expenses"  --  The  reasonable   and
necessary  expenses incurred by the County with respect  to  this
Agreement,   the   Indenture  and  any   transaction   or   event
contemplated  by  this Agreement or the Indenture  including  the
compensation  and reimbursement of expenses and advances  payable
to  the  Trustee, any paying agent, any co-paying agent, and  the
registrar under the Indenture.

           "Agreement" -- This Loan Agreement and any  amendments
and supplements hereto.

           "Authorized Company Representative" -- The  person  or
persons  at the time designated to act on behalf of the  Company,
such  designation in each case to be evidenced by  a  certificate
furnished  to the County and the Trustee containing the  specimen
signature of such person or persons and signed on behalf  of  the
Company  by  its President, any Senior Vice President,  any  Vice
President, or the Treasurer.

           "Bonds"  --  The Series 1995 Bonds and all  Additional
Bonds issued by the County pursuant to the Indenture.

           "Bond  Counsel"  -- Any firm of nationally  recognized
municipal bond counsel selected by the Company and acceptable  to
the County and the Trustee.

           "Bond  Fund"  --  The fund by that  name  created  and
established in Section 501 of the Indenture.

           "Clearing  Fund" -- The fund by that name created  and
established in Section 601 of the Indenture.

           "Code"  --  The  Internal Revenue  Code  of  1954,  as
heretofore  amended (the "1954 Code"), and the  Internal  Revenue
Code  of  1986,  as  heretofore or hereafter amended  (the  "1986
Code"), as applicable.

            "Company"  --  Arkansas  Power  &  Light  Company,  a
corporation organized and operating under the laws of  the  State
of Arkansas, and its permitted successors and assigns.

           "Company Mortgage" -- The Mortgage and Deed of  Trust,
dated  as  of  October 1, 1944, between the Company and  Guaranty
Trust Company of New York (Bankers Trust Company, successor)  and
Henry  A.  Theis (Stanley Burg, successor), and, as to  property,
real  or  personal,  situated or being  in  Missouri,  Marvin  A.
Mueller (The Boatmen's National Bank of St. Louis, successor), as
trustees, as heretofore and hereafter amended and supplemented.

            "County"   --  Pope  County,  Arkansas,  a  political
subdivision  under  the Constitution and laws  of  the  State  of
Arkansas.

          "Event of Default" -- Any event of default specified in
Section 8.01 hereof.

          "Facilities" -- The pollution control facilities at the
Plant  which were financed and refinanced, in whole or  in  part,
with  the  proceeds  of  the Prior Bonds,  which  facilities  are
generally described in Exhibit A hereto.

          "Indenture" -- The Trust Indenture dated as of November
15, 1995, between the County and the Trustee, securing the Bonds,
and any amendments and supplements thereto.

          "outstanding" -- When used with reference to the Bonds,
as  of any particular date, all Bonds authenticated and delivered
under the Indenture except:

           (a)   Bonds  canceled  at or prior  to  such  date  or
delivered  to or acquired by the Trustee prior to such  date  for
cancellation;

          (b)  Bonds deemed to be paid in accordance with Article
IX of the Indenture; and

           (c)   Bonds  in lieu of or in exchange or substitution
for which other Bonds shall have been authenticated and delivered
pursuant to the Indenture.

           "Plant"  --  The  Company's electric generating  plant
located  within  the boundaries of the County near  Russellville,
Arkansas and known as Arkansas Nuclear One.

          "Prior Bonds" -- The County's Pollution Control Revenue
Bonds,  Series  1985,  in  the  aggregate  principal  amount   of
$120,000,000.

          "Series 1995 Bonds" -- The initial issue of Bonds under
and secured by the Indenture in the aggregate principal amount of
$120,000,000.

           "Subordinate Lien Obligations" -- Debt obligations  of
the  Company  secured by a lien on a substantial portion  of  the
property of the Company which is subordinate to the lien  of  the
Company Mortgage.

           "Trustee"  --  The banking corporation or  association
designated  as  Trustee in the Indenture, and  its  successor  or
successors  as  such  Trustee.  The original Trustee  is  Simmons
First National Bank, Pine Bluff, Arkansas.

           Section  1.02.   Use of Words and Phrases.   "Herein",
"hereby",  "hereunder",  "hereof", "hereinabove",  "hereinafter",
and  other  equivalent words and phrases refer to this  Agreement
and  not  solely to the particular portion thereof in  which  any
such  word  is  used.  The definitions set forth in Section  1.01
hereof  include both singular and plural.  Whenever used  herein,
any  pronoun shall be deemed to include both singular and  plural
and to cover all genders.


                           ARTICLE II

                        REPRESENTATIONS

           Section 2.01.  Representations and Warranties  of  the
County.   The  County  makes  the following  representations  and
warranties as the basis for the undertakings on the part  of  the
Company herein contained:

           (a)   The  County  is  a  political  subdivision  duly
existing  under  the  Constitution  and  laws  of  the  State  of
Arkansas.

           (b)   The County has the power to enter into the trans
actions  contemplated  by this Agreement and  to  carry  out  its
obligations hereunder.  By proper action of the governing body of
the  County,  the County has been duly authorized to execute  and
deliver this Agreement.

           (c)   The  County  has not, and will  not,  except  as
otherwise  required by mandatory provisions of  law,  assign  its
interest in this Agreement other than to secure the Bonds.

           (d)   The  Facilities and their operation promote  the
securing  and developing of industry and the health,  safety  and
physical  and economic welfare of the County and its inhabitants,
and thereby further the public purposes of the Act.

           Section 2.02.  Representations and Warranties  of  the
Company.   The  Company makes the following  representations  and
warranties as the basis for the undertakings on the part  of  the
County herein contained:

          (a)  The Company is a corporation duly incorporated and
in  good standing under the laws of the State of Arkansas, is not
in  violation  of  any  provision of  its  Amended  and  Restated
Articles  of  Incorporation, or its Bylaws, each as amended,  has
power to enter into this Agreement and to perform and observe the
agreements  and covenants on its part contained herein,  and  has
duly  authorized the execution and delivery of this Agreement  by
proper corporate action.

           (b)   The  Facilities constitute a  pollution  control
project of the type authorized and permitted by the Act.

           (c)   Neither  the  execution  and  delivery  of  this
Agreement,  the  consummation  of the  transactions  contemplated
hereby,  nor the fulfillment of or compliance with the terms  and
conditions  of  this Agreement, conflicts with or  results  in  a
breach  of the terms, conditions or provisions of any restriction
or  any  agreement or instrument to which the Company  is  now  a
party  or by which the Company is bound, or constitutes a default
under  any  of  the  foregoing, or results  in  the  creation  or
imposition of any lien, charge or encumbrance whatsoever upon any
of  the  property or assets of the Company except  any  interests
created herein.

           (d)   The  Securities  and  Exchange  Commission,  the
Arkansas  Public  Service Commission, and  the  Tennessee  Public
Service Commission have each approved all matters relating to the
Company's participation in the transactions contemplated by  this
Agreement  which  require said approval, and  no  other  consent,
approval, authorization or other order of any regulatory body  or
administrative  agency  or  other governmental  body  is  legally
required for the Company's participation therein, except such  as
may  have  been obtained or may be required under the  securities
laws of any state or in connection with the issuance of series of
Additional Bonds.


                          ARTICLE III

                        THE FACILITIES

           Section  3.01.   Construction of the Facilities.   The
Company  has caused the Facilities to be constructed in order  to
effectuate the purposes of the Act.

           Section  3.02.  Maintenance of Facilities; Remodeling.
The  Company  shall,  at its expense, cause the  Facilities,  and
every  element and unit thereof, to be maintained, preserved  and
kept  in good repair, working order and condition, and from  time
to  time  to  cause all needful and proper repairs, replacements,
additions,  betterments  and improvements  to  be  made  thereto;
provided, however, that the Company may discontinue the operation
of, or reduce the capacity of, the Facilities, or any element  or
unit thereof, if, in the judgment of the Company, any such action
is  necessary or desirable in the conduct of the business of  the
Company,  or if the Company is ordered so to do by any regulatory
authority having jurisdiction in the premises, or if the  Company
intends  to  sell or dispose of the same and within a  reasonable
time  shall endeavor to effectuate such sale.  The Company  shall
notify  the  County as to the nature and extent of  any  material
damage or loss to the Facilities and of the discontinuance of the
operation  of  the Facilities, or any material  element  or  unit
thereof.

          The Company may at its own expense cause the Facilities
to   be  remodeled  or  cause  substitutions,  modifications  and
improvements to be made to the Facilities from time  to  time  as
it,  in its discretion, may deem to be desirable for its uses and
purposes,  which  remodeling,  substitutions,  modifications  and
improvements shall be included under the terms of this  Agreement
as part of the Facilities.

           Section 3.03.  Insurance.  The Company shall,  at  its
expense, cause the Facilities to be kept insured against fire  to
the  extent  that  property of similar character  is  usually  so
insured  by  companies  similarly  situated  and  operating  like
properties,  to  a  reasonable  amount,  by  reputable  insurance
companies or, in lieu of or supplementing such insurance in whole
or in part, adopt some other method or plan of protection against
loss  by fire at least equal in protection to the method or  plan
of  protection against such loss of companies similarly  situated
and  operating like properties.  All proceeds of such  insurance,
or  such  other method or plan, shall be for the account  of  the
Company.


                           ARTICLE IV

      ISSUANCE OF BONDS; DISPOSITION OF PROCEEDS OF BONDS

           Section 4.01.  Issuance of the Series 1995 Bonds.  The
County  shall issue the Series 1995 Bonds under and in accordance
with  the  Indenture,  subject to  the  provisions  of  any  bond
purchase  agreement between the County and the original purchaser
or  purchasers  of  the Series 1995 Bonds.   The  Company  hereby
approves the issuance of the Series 1995 Bonds and all terms  and
conditions thereof.

           Section  4.02.   Additional Bonds.   So  long  as  the
Company shall not be in default hereunder, and at the request  of
the  Company, the County may authorize and issue Additional Bonds
in aggregate principal amounts specified from time to time by the
Company  in  order to provide funds for the purpose of  refunding
the Series 1995 Bonds or any series of Additional Bonds, in whole
or in part, or any combination thereof.

           The  right to issue Additional Bonds set forth in this
Agreement  and the Indenture shall not imply that the County  and
the  Company  may not enter into, and the County and the  Company
expressly  reserve  the  right  to  enter  into,  to  the  extent
permitted by law, another agreement or agreements with respect to
the  issuance  by  the County, under an indenture  or  indentures
other than the Indenture, of refunding bonds to refund all or any
principal  amount of any series of Bonds, and the  provisions  of
this  Agreement  and  the  Indenture governing  the  issuance  of
Additional Bonds shall not apply thereto.

           Section  4.03.   Disposition of  Bond  Proceeds.   The
proceeds  of the issuance and sale of the Series 1995  Bonds  and
any  Additional Bonds, other than accrued interest, if any,  paid
by   the  initial  purchaser  or  purchasers  thereof,  shall  be
deposited  into the Clearing Fund, and any such accrued  interest
shall be deposited into the Bond Fund, all in accordance with the
provisions of the Indenture.


                           ARTICLE V

               LOAN PROVISIONS; OTHER OBLIGATIONS

           Section  5.01.   Loan of Bond Proceeds.   Concurrently
with  the  sale  and delivery of each series of  the  Bonds,  the
County  covenants  and agrees that it will, upon  the  terms  and
conditions in this Agreement, lend to the Company an amount equal
to  the  proceeds (other than accrued interest) of  such  series.
Pursuant  to said covenant and agreement, the County  will  issue
the  Bonds  upon  the  terms  and conditions  contained  in  this
Agreement  and the Indenture and will cause the Bond proceeds  to
be  applied as provided in Article IV hereof.  The Bonds  may  be
sold  by  the  County,  with the consent of  the  Company,  at  a
discount  from their principal amount.  If the County  does  sell
Bonds  at a discount, the amount of such discount shall be deemed
to  have  been  loaned to the Company pursuant to the  terms  and
conditions hereof.

           Section  5.02.  Repayment of Loan.  On or  before  any
date  that  principal of or interest on the Bonds is due  as  set
forth  in the Indenture, or any date fixed for the redemption  of
any  or  all of the Bonds pursuant to the Indenture, the  Company
covenants  and  agrees to pay or to cause to be  paid  in  lawful
money  of the United States of America to the Trustee for deposit
in  the Bond Fund, as a repayment of the loan made to the Company
pursuant  to  Section  5.01 hereof, a sum  equal  to  the  amount
payable  on such payment date as principal (whether at  maturity,
upon  redemption  or  otherwise) of  and  premium,  if  any,  and
interest on the Bonds as provided in the Indenture.  Each payment
made  pursuant  to  this  Section shall be  made  in  immediately
available  funds at the principal corporate trust office  of  the
Trustee during normal banking hours.

           In  the event that the payment of the principal of and
accrued  interest on the Bonds is accelerated under Section  1002
of  the  Indenture, the Company covenants and agrees to  pay,  or
cause to be paid, to the Trustee as provided above a sum equal to
all the principal of and interest on the Bonds then outstanding.

           Each  payment pursuant to this Section  shall  at  all
times  be  sufficient to pay the amount of principal (whether  at
maturity, upon redemption or otherwise) of and premium,  if  any,
and  interest payable on the Bonds on the date that such  payment
is  due; provided that the obligation of the Company to make  any
payment  of  the principal of or premium, if any, or interest  on
the  Bonds,  whether at maturity, upon redemption  or  otherwise,
shall  be  reduced  by  the  amount of any  reduction  under  the
Indenture of the amount of the corresponding payment required  to
be  made by the County thereunder in respect of the principal  of
or premium, if any, or interest on the Bonds.

           Section 5.03.  Payments Assigned; Obligation Absolute.
It  is understood and agreed that all payments to be made by  the
Company  of the loan by the County are, by the Indenture,  to  be
pledged  by  the County to the Trustee, and that all  rights  and
interest of the County hereunder (except for the County's  rights
under  Sections  5.04, 5.05, 5.06, 6.03 and 8.05 hereof  and  any
rights  of the County to receive notices, certificates, requests,
requisitions, directions and other communications hereunder)  are
to  be  pledged and assigned to the Trustee.  The Company assents
to  such pledge and assignment and agrees that the obligation  of
the  Company to make the payments of the loan shall be  absolute,
irrevocable  and  unconditional  and  shall  not  be  subject  to
cancellation,  termination or abatement, or to any defense  other
than  payment,  or  to  any  right of  set-off,  counterclaim  or
recoupment  arising out of any breach under this  Agreement,  the
Indenture or otherwise by the County or the Trustee or any  other
party, or out of any obligation or liability at any time owing to
the  Company by the County, the Trustee or any other party,  and,
further,  that  the payments of the loan from the County  to  the
Company and the other payments due hereunder shall continue to be
payable at the times and in the amounts specified herein, whether
or not the Facilities or the Plant, or any portion thereof, shall
have been completed or shall have been destroyed by fire or other
casualty,  or title thereto, or the use thereof, shall have  been
taken  by  the exercise of the power of eminent domain, and  that
there shall be no abatement of or diminution in any such payments
by  reason  thereof, whether or not the Facilities or  the  Plant
shall  be used or useful, and whether or not any applicable laws,
regulations or standards shall prevent or prohibit the use of the
Facilities or the Plant, or for any other reason.

           Section 5.04.  Payment of Expenses.  The Company shall
pay,  or cause to be paid, all of the Administration Expenses  of
the County, the payment of the compensation and the reimbursement
of  expenses and advances of the Trustee, any paying  agent,  any
co-paying agent, and the registrar under the Indenture to be made
directly to such entity.

           Section  5.05.  Indemnification.  The Company releases
the  County and the Trustee from, agrees that the County and  the
Trustee shall not be liable for, and agrees to indemnify and hold
the  County and the Trustee free and harmless from, any liability
for  any loss or damage to property or any injury to or death  of
any  person  that  may  be  occasioned by  any  cause  whatsoever
pertaining to the Facilities, except in any case as a  result  of
the negligence or bad faith of the County or the Trustee.

           The Company will indemnify and hold the County and the
Trustee  free  and  harmless from any loss, claim,  damage,  tax,
penalty,  liability (including but not limited to  liability  for
any  patent  infringement),  disbursement,  litigation  expenses,
attorneys' fees and expenses or court costs arising out of, or in
any  way  relating  to,  the execution  or  performance  of  this
Agreement, the issuance or sale of the Bonds, actions taken under
the  Indenture, or any other cause whatsoever pertaining  to  the
Facilities, including without limitation, recovery costs  arising
from the presence of hazardous substances, except in any case  as
a  result of the negligence or bad faith of the Trustee, or as  a
result of the gross negligence or bad faith of the County.

           Under  this  Section 5.05, the Company shall  also  be
deemed  to  release,  indemnify and agree to hold  harmless  each
employee,  official or officer of the County and the  Trustee  to
the same extent as the County and the Trustee.

           Section  5.06.  Payment of Taxes; Discharge of  Liens.
The Company shall: (a) pay, or make provision for payment of, all
lawful taxes and assessments, including income, profits, property
or  excise  taxes,  if  any, or other municipal  or  governmental
charges,  levied or assessed by any federal, state  or  municipal
government or political body upon the County with respect to  the
Facilities  or  any  part  thereof or upon  any  amounts  payable
hereunder; and (b) pay or cause to be satisfied and discharged or
make  adequate provision to satisfy and discharge,  within  sixty
(60)  days  after the same shall accrue, any lien or charge  upon
any  amounts payable hereunder, and all lawful claims or  demands
for labor, materials, supplies or other charges which, if unpaid,
might be or become a lien upon such amounts; provided that if the
Company  shall  first notify the County and the  Trustee  of  its
intention  so  to do, the Company may in good faith  contest  any
such  lien  or  charge or claims or demands in appropriate  legal
proceedings, and in such event may permit the items so  contested
to  remain undischarged and unsatisfied during the period of such
contest  and  any  appeal therefrom, unless  the  County  or  the
Trustee  shall notify the Company in writing that, in the opinion
of  counsel  to the County or the Trustee, by nonpayment  of  any
such  items  the lien of the Indenture as to the amounts  payable
hereunder  will  be  materially endangered, in  which  event  the
Company  shall  promptly  pay  and  cause  to  be  satisfied  and
discharged  all  such  unpaid items. The County  shall  cooperate
fully with the Company in any such contest.


                          ARTICLE VI

                SPECIAL COVENANTS AND AGREEMENTS

          Section 6.01.  Maintenance of Corporate Existence.  The
Company shall maintain its corporate existence, will not dissolve
or  otherwise dispose of all or substantially all its assets  and
will   not  consolidate  with  or  merge  with  or  into  another
corporation; provided, however, that the Company may  consolidate
with or merge with or into, or sell or otherwise transfer all  or
substantially all of its assets (and may thereafter dissolve) to,
another  corporation, incorporated under the laws of  the  United
States, one of the states thereof or the District of Columbia, if
the  surviving, resulting or transferee corporation, as the  case
may  be  (if  other than the Company), prior to or simultaneously
with  such  consolidation, merger, sale or transfer, assumes,  by
delivery  to the Trustee of an instrument in writing satisfactory
in  form and substance to the Trustee, all the obligations of the
Company hereunder.

           If consolidation, merger or sale or other transfer  is
made  as  permitted by this Section 6.01, the provisions of  this
Section  6.01  shall continue in full force  and  effect  and  no
further consolidation, merger or sale or other transfer shall  be
made  except  in compliance with the provisions of  this  Section
6.01.

           Section 6.02.  Permits or Licenses.  In the event that
it  may be necessary for the proper performance of this Agreement
on  the part of the Company or the County that any application or
applications  for  any permit or license  to  do  or  to  perform
certain things be made to any governmental or other agency by the
Company  or  the County, the Company and the County  each  shall,
upon   the  request  of  either,  execute  such  application   or
applications.

            Section  6.03.   County's  and  Trustee's  Access  to
Facilities.   The  County and the Trustee shall have  the  right,
upon  appropriate prior notice to the Company, to have reasonable
access  to  the Facilities during normal business hours  for  the
purpose of making examinations and inspections of the same.

           Section 6.04.  Arbitrage Covenant.  The County and the
Company covenant that the proceeds of the sale of the Bonds,  the
earnings thereon, and any other moneys on deposit in any fund  or
account  maintained in respect of the Bonds (whether such  moneys
were  derived from the proceeds of the sale of the Bonds or  from
other sources) will not be used in a manner which would cause the
Bonds  to  be treated as "arbitrage bonds" within the meaning  of
Section 148 of the Code.  The Company further covenants that: (a)
all  actions with respect to the Bonds required by Section 148(f)
of  the Code shall be taken; (b) it shall make the determinations
required  by  paragraph (b) of Section 702 of the  Indenture  and
promptly notify the Trustee of the same, together with supporting
calculations; and (c) it shall within twenty-five (25) days after
(i) the calendar date which corresponds to the final maturity  of
the  respective  series  of  Bonds and each  anniversary  thereof
falling  on  or  after  the  date of initial  authentication  and
delivery thereof up to and including the final maturity  of  such
series  of  the  Bonds,  unless the final payment,  whether  upon
redemption  in  whole or at maturity, of such  Bonds  shall  have
occurred  prior to such anniversary, and (ii) such final payment,
file with the Trustee a statement signed by an Authorized Company
Representative  to  the  effect  that  the  Company  is  then  in
compliance with its covenants contained in clauses (a) and (b) of
this  sentence, together with supporting calculations;  provided,
however,  that  if the Company shall furnish an opinion  of  Bond
Counsel  to the Trustee to the effect that no further  action  by
the  Company is required for such compliance with respect to  the
Bonds,  the  Company shall not thereafter be required to  deliver
any such statements or calculations.

           Section  6.05.  Use of Facilities.  The Company  shall
cause  the Facilities to be used for the abatement or control  of
pollution or for the disposal of sewage or solid waste.

           Section 6.06.  Tax Exempt Status of Bonds.  The County
and  the Company mutually covenant and agree that neither of them
shall  take  or authorize or permit any action to be  taken,  and
have not taken or authorized or permitted any action to be taken,
which  results  in interest paid on the Bonds being  included  in
gross  income  for  purposes of federal  income  taxes.   Without
limiting  the  generality of the foregoing, the  Company  further
covenants and agrees as follows:

           (a)   Not  less than 90% of the proceeds  (within  the
     meaning   of  Section  103(b)(4)  of  the  1954   Code   and
     regulations thereunder) from the sale of the Prior Bonds was
     expended (or was used to retire bonds not less than  90%  of
     the  proceeds from the sale of which was expended)  (i)  for
     proper  costs of land or property of a character subject  to
     the  allowance  for depreciation under Section  167  of  the
     Code,  or  which will be, for federal income  tax  purposes,
     chargeable  to  capital  account  or  would  have  been   so
     chargeable either with a proper election by the Company (for
     example  under Section 266 of the Code) or but for a  proper
     election by the Company to deduct such amounts, and (ii)  to
     provide sewage or solid waste disposal facilities within the
     meaning  of  Section 103(b)(4)(E) or (F)  of  the  Code  and
     regulations thereunder.

           (b)   Within fifteen (15) days of the date of issuance
     of  the Series 1995 Bonds, there neither have been nor  will
     be any private activity bonds (within the meaning of Section
     141(a)  of the 1986 Code) sold to finance facilities of  the
     Company  or any related person within the meaning of Section
     147(a)(2) of the Code, under a common plan of marketing,  at
     substantially  the same rate of interest, and  for  which  a
     common  or pooled security will be used or available to  pay
     debt service.

           (c)   The  average maturity of the Series  1995  Bonds
     (within  the meaning of Section 147(b) of the 1986 Code  and
     regulations thereunder) does not exceed 120% of the  average
     reasonably expected economic life of the Facilities  (within
     the   meaning  of  Section  147(b)  of  the  1986  Code  and
     regulations thereunder).

          (d)  No changes will be made in the Facilities which in
     any way impair the exclusion of interest on any of the Bonds
     from gross income for purposes of federal income taxation.

           (e)   No  action  shall be taken that will  cause  the
     Series 1995 Bonds to be "federally guaranteed" as defined in
     Section 149(b) of the Code.

           (f)   No  portion of the proceeds of the  Series  1995
     Bonds (within the meaning of Section 147(g) of the Code  and
     regulations  thereunder) will be used to  finance  costs  of
     issuance of the Series 1995 Bonds.

           (g)   (i) The Facilities being refinanced out  of  the
     proceeds of the Series 1995 Bonds are part of the facilities
     described  in  either  the  Memorandum  of  Agreement  dated
     September  23,  1974,  between the County  and  the  Company
     (authorized  by  Order of the County  Court  entered  as  of
     August 1, 1974), or the Memorandum of Agreement dated  April
     5,  1985 (authorized by Order of the County Court entered on
     April  5, 1985, and by Ordinance No. 85-0-15 adopted by  the
     Quorum  Court  on  April  4,  1985);  (ii)  acquisition  and
     construction of each of such Facilities commenced  prior  to
     September  2,  1974,  and that none of such  Facilities  had
     reached a degree of completion which would permit operation,
     nor  was  any  of such Facilities in fact in  operation,  at
     substantially the level for which it was designed  prior  to
     September  23, 1974; and (iii) acquisition and  construction
     of  each  of  the Facilities described in the Memorandum  of
     Agreement  dated April 5, 1985, commenced on or after  April
     5,  1985,  and  none of such Facilities had been  placed  in
     service or acquired (whichever occurred last) as of December
     19, 1985.

The covenants and agreements contained in this Section 6.06 shall
survive any termination of this Agreement.

           Section 6.07   Pledge of Collateral Obligations.   (a)
In the event the Company issues any Subordinate Lien Obligations,
the  Company shall issue and deliver to the Trustee evidences  of
indebtedness  (the  "Collateral Obligations") secured  in  parity
with  Subordinate Lien Obligations as provided in subsection  (b)
of this Section 6.07.

          (b)  Concurrently with the issuance and delivery by the
Company  of any Subordinate Lien Obligations, in order to  secure
the  obligation of the Company under Section 5.02 hereof to repay
installments of the loan from the County, the Company, subject to
the  receipt of all necessary corporate and regulatory  approvals
and  in  compliance  with  the  Company's  Amended  and  Restated
Articles of Incorporation, shall issue and deliver to the  County
a  series  of Collateral Obligations (i) maturing on  the  stated
maturity  date  of the Series 1995 Bonds, (ii)  in  an  aggregate
principal amount not less than the then outstanding principal  of
the  Series  1995  Bonds, (iii) containing redemption  provisions
corresponding  with any provisions of the Indenture  relating  to
the  Series  1995  Bonds requiring mandatory redemption  thereof,
(iv) requiring payment thereon to be made to the Trustee for  the
account  of  the  County, and (v) which may,  but  shall  not  be
required  to, bear interest at the same rate as the  Series  1995
Bonds.

           (c)   The  Collateral Obligations shall be issued  and
delivered  to, registered in the name of and held by the  Trustee
for  the  benefit of the owners and holders from time to time  of
the Series 1995 Bonds.


                          ARTICLE VII

                ASSIGNMENT, LEASING AND SELLING

           Section  7.01.  By the County.  Except as provided  in
Article  V  of  this Agreement, the County will not sell,  lease,
assign, transfer, convey or otherwise dispose of its interest  in
this  Agreement or any portion thereof or interest therein or  in
the  revenues  therefrom  without  the  written  consent  of  the
Company.

           Section 7.02.  By the Company.  The Company's interest
in  this  Agreement may be assigned in whole or in part, and  the
Facilities may be leased or sold as a whole or in part (whether a
specific  element  or  unit  or an undivided  interest),  by  the
Company,  subject, however, to the condition that no  assignment,
lease  or  sale (other than as described in Section 6.01  hereof)
shall  relieve  the  Company  from  primary  liability  for   its
obligations under Section 5.02 hereof to repay the loan from  the
County  to  the  Company,  or for any other  of  its  obligations
hereunder,   other  than  those  obligations  relating   to   the
operation,  maintenance  and insurance of  the  Facilities  which
obligations  (to the extent of the interest assigned,  leased  or
sold  and  to  the  extent  assumed by the  assignee,  lessee  or
purchaser) shall be deemed to be satisfied and discharged.

           After any lease or sale of any element or unit of  the
Facilities,  or any interest therein, such element  or  unit,  or
interest  therein, shall no longer be deemed to be  part  of  the
Facilities for the purposes of this Agreement.

           The Company shall, within fifteen (15) days after  the
delivery  thereof, furnish to the County and the Trustee  a  true
and   complete   copy  of  the  agreements  or  other   documents
effectuating any such assignment, lease or sale.

          Section 7.03.  Limitation.  This Agreement shall not be
assigned nor shall the Facilities be leased or sold, in whole  or
in  part,  except as provided in this Article VII or  in  Section
6.01 or in the Indenture.


                         ARTICLE VIII

                 EVENTS OF DEFAULT AND REMEDIES

            Section  8.01.   Events  of  Default.   Each  of  the
following  events  shall constitute and is referred  to  in  this
Agreement as an "Event of Default":

           (a)   a  failure by the Company to make when  due  any
     payment required to be made pursuant to Section 5.02 hereof,
     which  failure shall have resulted in an "Event of  Default"
     under clause (a) or (b) of Section 1001 of the Indenture;

          (b)  a failure by the Company to pay when due any other
     amount  required  to  be paid under  this  Agreement  or  to
     observe and perform any covenant, condition or agreement  on
     its  part  to be observed or performed under this  Agreement
     which  failure  shall continue for a period of  ninety  (90)
     days  after  written  notice, specifying  such  failure  and
     requesting that it be remedied, shall have been given to the
     Company by the County or the Trustee, unless the County  and
     the  Trustee shall agree in writing to an extension of  such
     period prior to its expiration; provided, however, that  the
     County and the Trustee shall be deemed to have agreed to  an
     extension  of such period if corrective action is  initiated
     by  the  Company within such period and is being  diligently
     pursued;

           (c)   the  expiration of a period of ninety (90)  days
     following:

                     (1)   the adjudication of the Company  as  a
          bankrupt by any court of competent jurisdiction;

                     (2)   the  entry  of  an order  approving  a
          petition seeking reorganization or arrangement  of  the
          Company under the federal bankruptcy laws or any  other
          applicable law or statute of the United States,  or  of
          any state thereof; or

                     (3)   the  appointment of  a  trustee  or  a
          receiver of all or substantially all of the property of
          the Company;

     unless  during  such  period  such  adjudication,  order  or
     appointment  of a trustee or receiver shall  be  vacated  or
     shall  be  stayed  on  appeal or  otherwise  or  shall  have
     otherwise ceased to continue in effect; or

           (d)  the filing by the Company of a voluntary petition
     in bankruptcy or the making of an assignment for the benefit
     of   creditors;  the  consenting  by  the  Company  to   the
     appointment of a receiver or trustee of all or any  part  of
     its  property;  the filing by the Company of a  petition  or
     answer  seeking  reorganization  or  arrangement  under  the
     federal  bankruptcy  laws, or any other  applicable  law  or
     statute  of  the United States, or of any state thereof;  or
     the filing by the Company of a petition to take advantage of
     any insolvency act.

           Section  8.02.   Force  Majeure.   The  provisions  of
Section 8.01 hereof are subject to the following limitations:  If
by  reason  of acts of God; strikes, lockouts or other industrial
disturbances; acts of public enemies; orders or other acts of any
kind  of  the Government of the United States or of the State  of
Arkansas, or any other sovereign entity or body politic,  or  any
department,  agency, political subdivision, court or official  of
any  of  them, or any civil or military authority; insurrections;
riots;  epidemics; landslides; lightning; earthquakes; volcanoes;
fires;  hurricanes; tornados; storms; floods; washouts; droughts;
arrests;  restraint of government and people; civil disturbances;
explosions; breakage or accident to machinery; partial or  entire
failure of utilities; or any cause or event not reasonably within
the control of the Company, the Company is unable in whole or  in
part  to  carry  out  any  one  or  more  of  its  agreements  or
obligations  contained herein, other than its  obligations  under
Section 5.02 hereof to repay the loan made to the Company and its
obligations  under  Sections 5.05,  6.01,  6.04,  6.06  and  9.01
hereof,  the Company shall not be deemed in default by reason  of
not  carrying out said agreement or agreements or performing said
obligation  or  obligations  during  the  continuance   of   such
inability.  The Company agrees, however, to use its best  efforts
to  remedy  with  all  reasonable dispatch the  cause  or  causes
preventing  it  from carrying out its agreements; provided,  that
the   settlement  of  strikes,  lockouts  and  other   industrial
disturbances  shall  be  entirely within the  discretion  of  the
Company, and the Company shall not be required to make settlement
of   strikes,  lockouts  and  other  industrial  disturbances  by
acceding  to  the demands of the opposing party or  parties  when
such course is in the judgment of the Company unfavorable to  the
Company.

           Section  8.03.  Remedies on Default.   (a)   Upon  the
occurrence  and continuance of any Event of Default, and  further
upon  the  condition that, in accordance with the  terms  of  the
Indenture,  the  Bonds  shall  have become  immediately  due  and
payable  pursuant to any provision of the Indenture, the payments
required  to  be  paid  pursuant to Section  5.02  hereof  shall,
without  further  action,  become  and  be  immediately  due  and
payable.

           (b)   Upon the occurrence and continuance of any Event
of  Default, the County with the prior consent of the Trustee, or
the  Trustee, may take any action at law or in equity to  collect
the payments then due and thereafter to come due hereunder, or to
enforce  performance and observance of any obligation,  agreement
or covenant of the Company under this Agreement.

           (c)   Any  amounts collected pursuant to action  taken
under  this  Section  shall be applied  in  accordance  with  the
Indenture.

           (d)  In case any proceeding taken by the County or the
Trustee  on account of any Event of Default shall have  been  dis
continued  or  abandoned  for  any reason,  or  shall  have  been
determined  adversely to the County or the Trustee, then  and  in
every  case the County and the Trustee shall be restored to their
former  positions  and  rights hereunder, respectively,  and  all
rights,  remedies and powers of the County and the Trustee  shall
continue as though no such proceeding had been taken.

            Section  8.04.   No  Remedy  Exclusive.   No   remedy
conferred upon or reserved to the County or the Trustee  by  this
Agreement  is  intended to be exclusive of  any  other  available
remedy  or  remedies,  but each and every such  remedy  shall  be
cumulative  and shall be in addition to every other remedy  given
under  this Agreement or now or hereafter existing at law  or  in
equity or by statute.  No delay or omission to exercise any right
or power accruing upon any Event of Default shall impair any such
right or power or shall be construed to be a waiver thereof,  but
any such right or power may be exercised from time to time and as
often as may be deemed expedient.  In order to entitle the County
or  the  Trustee to exercise any remedy reserved to  it  in  this
Article, it shall not be necessary to give any notice other  than
such notice as may be required in this Article.

           Section  8.05.  Agreement to Pay Attorneys'  Fees  and
Expenses.  In the event the Company should default under  any  of
the  provisions of this Agreement and the County or  the  Trustee
should   employ  attorneys  or  incur  other  expenses  for   the
collection  of  payments due hereunder or for the enforcement  of
performance or observance of any obligation or agreement  on  the
part of the Company contained herein, the Company agrees that  it
will on demand therefor pay to the County or the Trustee, as  the
case may be, the reasonable fees of such attorneys and such other
expenses so incurred.

          Section 8.06.  Waiver of Breach.  In the event that any
agreement  contained  herein shall  be  breached  by  either  the
Company or the County and such breach shall thereafter be  waived
by  the  other  party,  such  waiver  shall  be  limited  to  the
particular breach so waived and shall not be deemed to waive  any
other  breach  hereunder.   In view  of  the  assignment  of  the
County's rights in and under this Agreement to the Trustee  under
the  Indenture,  the  County shall have no  power  to  waive  any
default  hereunder  by the Company without  the  consent  of  the
Trustee.   Any  waiver  of  any  "Event  of  Default"  under  the
Indenture  and  a  rescission and annulment of  its  consequences
shall  constitute a waiver of the corresponding Event of  Default
hereunder  and  a  rescission and annulment  of  the  consequence
thereof.


                          ARTICLE IX

                REDEMPTION OR PURCHASE OF BONDS

           Section 9.01.  Redemption of Bonds.  The County  shall
take  the actions required by the Indenture to discharge the lien
thereof  through  the  redemption, or provision  for  payment  or
redemption,  of  all Bonds then outstanding,  or  to  effect  the
redemption, or provision for payment or redemption, of less  than
all  the  Bonds then outstanding, upon receipt by the County  and
the  Trustee  from  the  Company  of  a  notice  designating  the
principal  amounts,  series and maturities of  the  Bonds  to  be
redeemed, or for the payment or redemption of which provision  is
to be made, and, in the case of redemption of Bonds, or provision
therefor, specifying the date of redemption, which shall  not  be
less  than  forty-five (45) days from the  date  such  notice  is
given,  and the applicable redemption provision of the Indenture.
Unless  otherwise  stated therein or otherwise  required  by  the
Indenture, such notice shall be revocable by the Company  at  any
time prior to the time at which the Bonds to be redeemed, or  for
the  payment or redemption of which provision is to be made,  are
first  deemed  to be paid in accordance with Article  IX  of  the
Indenture.   The  Company shall furnish, as a prepayment  of  the
amounts  due under Section 5.02 hereof, any moneys or  Government
Securities  (as  defined  in  the  Indenture)  required  by   the
Indenture to be deposited with the Trustee or otherwise  paid  by
the County in connection with any of the foregoing purposes.

           Section 9.02.  Purchase of Bonds.  The Company may  at
any  time,  and from time to time, furnish moneys to the  Trustee
accompanied  by  a  notice directing the Trustee  to  apply  such
moneys  to  the  purchase  in the open market  of  Bonds  in  the
principal  amounts and of the series and maturities specified  in
such  notice,  and  any  Bonds so purchased  shall  thereupon  be
canceled by the Trustee.


                           ARTICLE X

               RECORDATION AND OTHER INSTRUMENTS

           Section  10.01.   Recording and Filing.   The  Company
shall  record  and file, or cause to be recorded and  filed,  all
documents  and  statements referred to  in  Section  404  of  the
Indenture.

           Section  10.02.   Photocopies  and  Reproductions.   A
photocopy or other reproduction of this Agreement may be filed as
a  financing  statement pursuant to the Uniform Commercial  Code,
although  the  signatures of the Company and the County  on  such
reproduction are not original manual signatures.


                          ARTICLE XI

                         MISCELLANEOUS

           Section 11.01.  Notices.  Except as otherwise provided
in   this   Agreement,   all  notices,  certificates   or   other
communications  shall be sufficiently given and shall  be  deemed
given  when  mailed  by  registered or  certified  mail,  postage
prepaid,  to the County, the Company or the Trustee.   Copies  of
each  notice, certificate or other communication given  hereunder
by  or  to the Company shall be mailed by registered or certified
mail,  postage  prepaid, to the Trustee; provided, however,  that
the effectiveness of any such notice shall not be affected by the
failure to send any such copies.  Notices, certificates or  other
communications shall be sent to the following addresses:

          Company:  Arkansas Power & Light Company
                    P.O. Box 61000
                    New Orleans, Louisiana 70161
                    Attention:  Treasurer

          County:   Pope County, Arkansas
                    Pope County Courthouse
                    100 West Main Street
                    Russellville, Arkansas 72801
                    Attention:  County Judge

          Trustee:  Simmons First National Bank
                    P.O. Box 7009
                    Pine Bluff, Arkansas 71611
                    Attention:  Corporate Trust Department

Any  of  the foregoing may, by notice given hereunder,  designate
any  further or different addresses to which subsequent  notices,
certificates or other communications shall be sent.

          Section 11.02.  Severability.  If any provision of this
Agreement  shall be held or deemed to be or shall,  in  fact,  be
illegal, inoperative or unenforceable, the same shall not  affect
any  other provision or provisions herein contained or render the
same   invalid,  inoperative,  or  unenforceable  to  any  extent
whatever.

            Section  11.03.   Execution  of  Counterparts.   This
Agreement may be simultaneously executed in several counterparts,
each  of  which  shall  be an original and  all  of  which  shall
constitute but one and the same instrument.

           Section 11.04.  Amounts Remaining in Bond Fund. It  is
agreed  by the parties hereto that after payment in full  of  (i)
the  Bonds (or the provision for payment thereof having been made
in  accordance  with the provisions of the Indenture),  (ii)  the
Administration Expenses, and (iii) all other amounts required  to
be  paid  under  this  Agreement and the Indenture,  any  amounts
remaining  in the Bond Fund shall belong to and be  paid  by  the
Trustee to the Company.

           Section 11.05.  Amendments, Changes and Modifications.
Except  as otherwise provided in this Agreement or the Indenture,
subsequent to the initial issuance of Bonds and prior to  payment
in full of the Bonds (or the provision for payment thereof having
been  made  in accordance with the provisions of the  Indenture),
this Agreement may not be effectively amended, changed, modified,
altered  or  terminated  nor any provision  waived,  without  the
written  consent  of the Trustee which shall not be  unreasonably
withheld.

          Section 11.06.  Governing Law.  This Agreement shall be
governed  exclusively  by and construed in  accordance  with  the
applicable laws of the State of Arkansas.

          Section 11.07.  Authorized Company Representatives.  An
Authorized  Company Representative shall act  on  behalf  of  the
Company whenever the approval of the Company is required  or  the
Company  requests the County to take some action, and the  County
and  the  Trustee shall be authorized to act on any such approval
or  request  and  neither party hereto shall have  any  complaint
against the other or against the Trustee as a result of any  such
action taken.

           Section 11.08.  Term of the Agreement.  This Agreement
shall be in full force and effect from the date hereof until  the
right,  title  and interest of the Trustee in and  to  the  Trust
Estate   (as  defined  in  the  Indenture)  shall  have   ceased,
determined and become void in accordance with Article IX  of  the
Indenture  and  until all payments required under this  Agreement
shall have been made.

           Section 11.09.  No Personal Liability.  No covenant or
agreement contained in this Agreement shall be deemed to  be  the
covenant  or  agreement  of  any  official,  officer,  agent,  or
employee  of the County in his individual capacity, and  no  such
person   shall   be   subject  to  any  personal   liability   or
accountability by reason of the issuance thereof.

           Section  11.10.  Parties in Interest.  This  Agreement
shall  inure  to  the benefit of and shall be  binding  upon  the
County,  the Company and their respective successors and assigns,
and  no  other person, firm or corporation shall have any  right,
remedy  or  claim under or by reason of this Agreement; provided,
however, that any obligation of the County created by or  arising
out of this Agreement shall be payable solely out of the revenues
derived  from this Agreement or the sale of the Bonds  or  income
earned  on invested funds as provided in the Indenture and  shall
not  constitute, and no breach of this Agreement  by  the  County
shall  impose, a pecuniary liability upon the County or a  charge
upon the County's general credit or against its taxing powers.


<PAGE>

           IN  WITNESS  WHEREOF, the County and the Company  have
caused   this  Agreement  to  be  executed  in  their  respective
corporate  names  and  their respective  corporate  seals  to  be
hereunto  affixed and attested by their duly authorized officers,
all as of the date first above written.

                              POPE COUNTY, ARKANSAS
ATTEST:

                              By _____________________________
___________________________             County Judge
       County Clerk

(SEAL)


                              ARKANSAS POWER & LIGHT COMPANY
ATTEST:

                              By _____________________________
___________________________
                                 _____________________________
___________________________                 (title)
         (title)

(SEAL)
                           
<PAGE>                           
                           EXHIBIT A

                   DESCRIPTION OF FACILITIES

     I.   An Undivided Interest in Circulating Water System (Unit
2).  Major components of the Circulating Water System include the
following  equipment on Unit 2, which together  are  designed  to
supply  the  cooling  water required to  remove  the  heat  loads
developed  in  the main condenser and the main circulating  water
pump motor coolers:

     (a)  Two 50% capacity, vertical mixed flow type, circulating
          water pumps;

     (b)  One hyperbolic, natural draft cooling tower;

     (c)  Two 100% capacity, positive displacement type, cooling
          tower acid pumps;

     (d)  One chlorine booster pump;

     (e)  One  condenser  tube  cleaning  system  including
          strainer with motor operated screens, recirculation and
          reinjection pumps, collectors and distributors; and

     (f)  Piping,  valves, expansion  joints  and
          instrumentation.

      The system is a closed loop system installed in excess of a
simple  open loop river-to-river cooling system (used on Unit  1)
so  as  to  avoid excessive thermal discharges to the  Dardanelle
Reservoir.  Excluded herein are facilities shared with the Unit 1
open  loop  system,  such  as intake and  discharge  canals,  and
emergency  cooling  pond  and raw water storage.   The  undivided
interest   in  the  Circulating  Water  System  included   herein
(expressed as a percentage) is 56.29%.

      II.  Portions of the Gaseous Radwaste Systems (Units 1  and
2).   Included herein are those portions of the gaseous  Radwaste
Systems  which function to abate or control atmospheric pollution
by   removing,   altering,  disposing  or   storing   radioactive
pollutants or contaminants in the gaseous effluent prior to being
released  to  the environment.  Major components of  the  Unit  1
system  include  four  gas  decay  tanks,  compressors  and  heat
exchangers, and discharge filters.  Major components of the  Unit
2  system  include  three  gas  decay  tanks,  compressors,  heat
exchanges and discharge filters.

      III.  Fuel Handling Area Exhaust Systems (Units 1  and  2).
Major components in each system include exhaust fans, prefilters,
HEPA filters, and charcoal absorbers, which function to treat  or
filter radioactively charged vapors prior to their release to the
atmosphere.

      IV.  Sewage System.  Major components include septic tanks,
distribution   box,   sand   filter,   chlorination    equipment,
chlorination  contact chamber and associated piping,  to  process
the sewage waste from the Plant.

      V.    Portion of the Makeup Water Systems (Units 1 and  2).
Included  herein are those portions of the Makeup  Water  Systems
which function to collect and neutralize chemical waste from each
generating unit before any discharge to the Dardanelle Reservoir.
Major  components  of each system include a neutralization  tank,
pumps, interconnecting piping, valves and controls.