Exhibit 10(d)31
                              
                     SECOND AMENDMENT TO
               DECOMMISSIONING TRUST AGREEMENT
                              
     This Second Amendment to Decommissioning Trust Agreement

("Second  Amendment") made effective as of  the  1st  day  of

November,  1995 by and between Gulf States Utilities  Company

(the  "Company"),  and  Mellon  Bank,  N.A.  (the  "Successor

Trustee").

      WHEREAS,  on  March  15, 1989, the Company  and  Morgan

Guaranty  Trust  Company of New York (the "Trustee")  entered

into   a   Decommissioning  Trust   Agreement   (the   "Trust

Agreement"),   which  provided  for  the  establishment   and

maintenance  of a nuclear decommissioning reserve  fund  (the

"Trust  Fund") to hold and invest revenues collected  by  the

Company  for the decommissioning of Unit No. 1 of  the  River

Bend Steam Electric Generating Station; and

      WHEREAS,  as of April 8, 1992, in connection  with  the

promulgation   of  certain  rules  by  the   Public   Utility

Commission   of   Texas  applicable  to  the  investment   or

reinvestment  of  funds held under the Trust  Agreement,  the

Company  and  the  Trustee entered into Amendment  No.  1  to

Decommissioning Trust Agreement (the "First Amendment"); and

      WHEREAS,  the  Company wishes to  remove  the  Trustee,

continue to maintain the Trust Fund, and appoint Mellon Bank,

N.A. as Successor Trustee; and

      WHEREAS,  Mellon  Bank,  N.A.  is  a  national  banking

association  with  trust  powers  and  has  full  power   and

authority to enter into this Second Amendment; and

      WHEREAS,  Mellon  Bank, N.A. is  willing  to  serve  as

Successor  Trustee  on  the terms and conditions  herein  set

forth;

      NOW, THEREFORE, the Company and Mellon Bank, N.A. agree

as follows:

      1.  In  accordance  with  section  6.01  of  the  Trust

Agreement,  as  amended by the First Amendment,  the  Company

hereby appoints Mellon Bank, N.A. as Successor Trustee of the

Trust  Fund,  and  Mellon  Bank,  N.A.  hereby  accepts  such

appointment.

      2. "Successor Trustee" shall mean Mellon Bank, N.A. and

any successor thereto.

      3. "First Amendment" shall mean the Trust Agreement, as

amended by Amendment No. 1 to Decommissioning Trust Agreement

made effective on April 8, 1992.

      4.  The Company and the Successor Trustee agree  to  be

bound by the terms of the First Amendment, with the following

modifications:


        a. The  definitions  of  "Contribution,"  "Investment
            Account,"  and "Order" in Article I of the  First
            Amendment   are  hereby  amended   by   replacing
            "Trustee" with "Successor Trustee."
        
        b. All  pertinent  sections of  the  First  Amendment
            are  hereby  amended by replacing "Trustee"  with
            "Successor  Trustee" unless the  context  clearly
            requires otherwise.
        
        c. Section  2.01  of  the First Amendment  is  hereby
            amended   by   adding  the  following  additional
            sentence at its conclusion:
        
           "The  assets  of the Qualified Fund  may  be  used
            only  in  a manner authorized by Section 468A  of
            the Code and the regulations thereunder."
        
        d. Section  2.03  of  the First Amendment  is  hereby
            amended to provide as follows:
        
           "Acceptance  of Appointment.  Upon the  terms  and
            conditions  herein set forth, Mellon  Bank,  N.A.
            accepts  the appointment as Successor Trustee  of
            this    Trust    and   each   of    the    Funds.
            Notwithstanding    its   acceptance    of    this
            appointment, the Successor Trustee shall  not  be
            responsible  for the adequacy of  the  assets  of
            the   Trust  to  pay  amounts  reflected  in  any
            Certificate and shall make such payments only  to
            the  extent  of  the assets of  the  Trust.   The
            Successor     Trustee    shall    receive     any
            Contributions  transferred to it by  the  Company
            and  shall  hold, manage, invest  and  administer
            such  Contributions, together with  earnings  and
            appreciation   thereon.    Notwithstanding    the
            foregoing  sentence,  the  Successor  Trustee  is
            under  no duty to compel the Company to make  any
            Contribution to the Trust or to inquire  into  or
            otherwise  verify  the correctness,  accuracy  or
            amount of any such Contribution."
        
        e. Section  2.08  of  the First Amendment  is  hereby
            amended   by   adding  the  following  additional
            sentence at its conclusion:
        
           "The   Agreement  cannot  be  amended  to  violate
            Section  468A  of  the Code  or  the  regulations
            thereunder."
        
        f. The  sixth  sentence of Section 7.01 of the  First
            Amendment   is  hereby  amended  to  provide   as
            follows:
        
           "An  Investment Manager shall certify  in  writing
            to  the  Trustee that it is registered under  the
            Investment Advisers Act of 1940, or is a bank  as
            defined   in   that   Act,   shall   accept   its
            appointment as Investment Manager, shall  certify
            the  identity of the person or persons authorized
            to   give  instructions  or  directions  to   the
            Trustee   on   its  behalf,  including   specimen
            signatures,  and shall undertake to  perform  the
            duties  imposed on it under an Investment Manager
            Agreement."
        
        g. Add a new Section 8.09 to provide as follows:
        
           "Legal   Proceedings.    To  commence  or   defend
            suits  or  legal  proceedings and  represent  the
            Fund  in  all suits or legal proceedings  in  any
            court  or  before any other body or  tribunal  as
            the  Trustee shall deem necessary to protect  the
            Fund.
                  
                  Notwithstanding  the  provisions  of   this
            Article VIII, to the extent any fiduciary  powers
            granted   to   the  Trustee  involve   investment
            discretion  over assets managed by an  Investment
            Manager,  and  the  Company  does  not  otherwise
            direct  the  Trustee  in  the  exercise  of  such
            power,  the Trustee shall exercise such power  at
            the direction of the Investment Manager."
        
        h. Paragraph  (1)  of  Section  9.02  of  the   First
            Amendment   is  hereby  amended  to  provide   as
            follows:
        
           "Unless  such investment is permitted to  be  made
            by   Section  468A(e)(4)(c)  of  the  Code,   the
            regulations   thereunder,  and   any   applicable
            successor provisions; or"
        
        i. Section  9.05  of  the First Amendment  is  hereby
            amended  by adding the following wording  to  the
            end of the last sentence:
        
           ";  and  to hold uninvested cash in its commercial
            bank  or  that of an affiliate, as it shall  deem
            reasonable   or   necessary;   and   to    settle
            investments  in  any collective investment  fund,
            including    a    collective   investment    fund
            maintained  by  the Trustee or an  affiliate  and
            appoint  agents and sub-trustees;  provided  that
            to  the extent that any investment is made in any
            such  collective investment fund,  the  terms  of
            the   collective  trust  indenture  shall  solely
            govern  the  investment duties,  responsibilities
            and  powers  of  the trustee of  such  collective
            investment  fund and , to the extent required  by
            law,  such  terms,  responsibilities  and  powers
            shall  be  incorporated herein by  reference  and
            shall  be  a part of this Agreement and  provided
            further  that  the Company expressly  understands
            and  agrees  that any such collective  investment
            fund   may  provide  for  the  lending   of   its
            securities  by  the  collective  investment  fund
            trustee and that such collective investment  fund
            trustee   will  receive  compensation   for   the
            lending  of securities that is separate from  any
            compensation  of  the Trustee hereunder,  or  any
            compensation  of  the collective investment  fund
            trustee  for  the  management of  such  fund;  to
            purchase  or  sell  stock index future  contracts
            from  time to time only to provide liquidity  for
            cash  flows,  and reduce tracking  error  due  to
            dividend accruals.
                  
                  Notwithstanding  anything  else   in   this
            Agreement  to  the  contrary, including,  without
            limitation,   any  specific  or   general   power
            granted  to  the  Trustee and to  the  Investment
            Managers, including the power to invest  in  real
            property,  no  portion  of  the  Fund  shall   be
            invested in real estate.  For this purpose  "real
            estate"   includes  direct  interests   in   real
            property, leaseholds or mineral interests."
        
        j. Section  10.04  of the First Amendment  is  hereby
            amended to provide as follows:
        
           "Any  notice  required  by this  Agreement  to  be
            given  to  the  Company or the Successor  Trustee
            shall be deemed to have been properly given  when
            mailed,   postage  prepaid,  by   registered   or
            certified  mail, to the person to be notified  as
            set forth below:
        
        
           If to the Company:
                 Gulf States Utilities Company
                 P.O. Box 61000
                 New Orleans, Louisiana  70161
                 Attention:  Steven C. McNeal
        
        
           If to the Successor Trustee:
                 Mellon Bank, N.A.
                 One Mellon Bank Center
                 Room 3346
                 Pittsburgh, Pennsylvania  15258-0001
                 Attention:  Earl G. Kleckner
        
           The  Company  or the Successor Trustee may  change
            the  above addresses by delivering notice thereof
            in writing to the other party."
        
        k. Section  10.06  of the First Amendment  is  hereby
            amended by replacing "New York" with "Texas".
        
<PAGE>        
        
      IN WITNESS WHEREOF, the parties hereto have caused this

Second  Amendment  to  be duly executed by  their  respective

authorized officers as of the effective date indicated on the

first page hereof.



GULF STATES UTILITIES COMPANY      MELLON BANK, N.A. Successor Trustee
                                   
By: _________________________      By: _______________________________
     William J. Regan, Jr.
                                   
Title:        Vice President       Title:
and Treasurer                      ____________________________

                                   
Date:                              Date:
____________________________       ____________________________


<PAGE>

STATE OF LOUISIANA

PARISH OF ORLEANS


     Personally  came and appeared before me, the undersigned
     authority,   in  and  for  the  jurisdiction  aforesaid,
     __________________________________, who acknowledged  to
     me  that he is _____________________________________  of
     Gulf  States  Utilities Company and that he  signed  and
     delivered the foregoing instrument on the day  and  year
     therein   mentioned  as  the  act  and  deed   of   said
     corporation, having first been duly authorized so to do.

        Given under my hand and official seal on this the ___
     day of _____________, 19____.

                              ____________________________
                                   NOTARY PUBLIC

     My Commission is issued for life.




COMMONWEALTH OF PENNSYLVANIA

COUNTY OF ALLEGHENY


          Personally  came  and  appeared  before   me,   the
     undersigned  authority,  in  and  for  the  jurisdiction
     aforesaid, ___________________________, who acknowledged
     to  me that he is  _________________________________  of
     Mellon  Bank, N.A. and that he signed and delivered  the
     foregoing  instrument  on  the  day  and  year   therein
     mentioned  as  the  act  and deed of  said  corporation,
     having first been duly authorized so to do.

        Given under my hand and official seal on this the ___
     day of _____________, 19____.

                              _______________________
                                   NOTARY PUBLIC

     My Commission Expires: _________________