35-CERT

                    UNITED STATES OF AMERICA

         BEFORE THE SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.


     In the Matter of

  LOUISIANA POWER & LIGHT COMPANY            CERTIFICATE
                                             PURSUANT TO
     File No. 70-8487                        RULE 24

  (Public Utility Holding Company
       Act of 1935)


          This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that the
transaction described below, which was proposed, among others, by
Louisiana Power & Light Company ("Company") in the Application-
Declaration on Form U-1, as amended, in the above File
("Application-Declaration"), has been carried out in accordance
with the terms and conditions of, and for the purposes
represented by, the Application-Declaration and pursuant to the
Order of the Securities and Exchange Commission dated October 3,
1995 with respect thereto (Release No. 35-26387).

          On December 6, 1995, the Company entered into an
Installment Sale Agreement, dated as of November 1, 1995, with
the Parish of St. Charles, State of Louisiana (the "Parish"),
pursuant to which the Parish issued and sold $16,770,000
principal amount of its 6 3/8% Environmental Revenue Bonds
(Louisiana Power & Light Company Project) Series 1995.

          Attached hereto and incorporated by reference are:

     Exhibit B-5(a) -  Conformed copy of the Trust Indenture
                       between the Parish and the Trustee.

     Exhibit B-6(a) -  Conformed copy of the Installment Sale
                       Agreement between the Company and the Parish.

     Exhibit F-1(a) -  Post-effective opinion of Denise C.
                       Redmann, Senior Attorney, Corporate and
                       Securities, of Entergy Services, Inc.

     Exhibit F-3(a) -  Post-effective opinion of Reid & Priest
                       LLP.




          IN WITNESS WHEREOF, the Company has caused this
certificate to be executed this 20th day of December, 1995.

                              LOUISIANA POWER & LIGHT COMPANY



                              By:    /s/ William J. Regan, Jr.
                                        William J. Regan, Jr.
                                   Vice President and Treasurer

EX-4

                                                   Exhibit B-5(a)
                                                                 
                                                                 
                         TRUST INDENTURE
                                
                             BETWEEN
                                
                     PARISH OF ST. CHARLES,
                       STATE OF LOUISIANA
                                
                               AND
                                
                 FIRST NATIONAL BANK OF COMMERCE
                                
                   DATED AS OF NOVEMBER 1,1995
                                
                                
                                
                           $16,770,000
            PARISH OF ST. CHARLES, STATE OF LOUISIANA
                   ENVIRONMENTAL REVENUE BONDS
            (LOUISIANA POWER & LIGHT COMPANY PROJECT)
                           SERIES 1995
                         
                         
                         

                         TRUST INDENTURE

     This TRUST INDENTURE dated as of November 1, 1995, by and
between the PARISH OF ST. CHARLES, STATE OF LOUISIANA, a
political subdivision of the State of Louisiana (the "Issuer"),
and FIRST NATIONAL BANK OF COMMERCE, a national banking
association, incorporated and existing under the laws of the
United States of America with its principal office and domicile
located in New Orleans, Louisiana (in its capacity herein,
together with any successors in such capacity, called the
"Trustee"),

                           WITNESSETH:

     WHEREAS, the Issuer is authorized and empowered under the
laws of the State of Louisiana, including particularly Sections
991 through 1001, inclusive, of Title 39 of the Louisiana Revised
Statutes of 1950, as amended (the "Act"), to acquire, purchase,
lease, rent, construct or improve and sell, lease or otherwise
dispose of industrial plant sites and industrial plant buildings,
including facilities for the generation of electricity and
production of steam and other forms of energy, pollution
abatement and control facilities, and necessary property and
appurtenances thereto; and

     WHEREAS, the Issuer proposes to acquire certain water
pollution control facilities (the "Facilities") from Louisiana
Power & Light Company, a Louisiana corporation (the "Company"),
at Unit 3 (nuclear) of the Company's Waterford Steam Electric
Generating Station located in St. Charles Parish, at Taft,
Louisiana (the "Plant"), which Facilities are to be acquired by
the Issuer by purchase from the Company and resold to the Company
pursuant to the terms of an Installment Sale Agreement dated as
of November 1, 1995, between the Issuer and the Company (the
"Sale Agreement"); and

     WHEREAS, pursuant to and in accordance with the provisions
of the Act, the Issuer proposes to issue its revenue bonds under
the Act for the purpose of financing a portion of the cost of
acquiring, constructing and equipping the Facilities and paying a
portion of the expenses of authorizing and issuing said bonds;
and

     WHEREAS, the Company proposes to sell the Facilities to the
Issuer and to repurchase the Facilities from the Issuer, all upon
the terms and conditions set forth in the Sale Agreement; and

     WHEREAS, the execution and delivery of this Trust Indenture
and the issuance of said revenue bonds under this Trust Indenture
pursuant to the aforesaid statutory authority have been in all
respects duly and validly authorized by ordinance adopted by the
governing authority of the Issuer; and

     WHEREAS, the Issuer has authorized the issuance hereunder of
$16,770,000 aggregate principal amount of its Environmental
Revenue Bonds (Louisiana Power & Light Company Project) Series
1995 (the "Series 1995 Bonds"), the proceeds of which are to be
used to purchase the Facilities; and

     WHEREAS, the Series 1995 Bonds bear interest, mature and are
subject to redemption as set forth in this Trust Indenture; and

     WHEREAS, all things necessary to make the Series 1995 Bonds,
when authenticated by the Trustee and issued as in this Trust
Indenture provided, the valid, binding and legal obligations of
the Issuer according to the import thereof, and to constitute
this Trust Indenture a valid assignment and pledge of revenues to
the payment of the principal of and premium, if any, and interest
on the Series 1995 Bonds, in accordance with the provisions
hereof, have or will have been done and performed, and the
creation, execution and delivery of this Trust Indenture and the
creation, execution and issuance of the Series 1995 Bonds,
subject to the terms hereof, have in all respects been duly
authorized;

     NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH:

     That the Issuer, in consideration of the premises and the
acceptance by the Trustee of the trusts hereby created and of the
purchase and acceptance of the Series 1995 Bonds by the holders
and owners thereof, and the sum of One Dollar ($1.00), lawful
money of the United States of America, to it duly paid by the
Trustee, at or before the execution and delivery of these
presents, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, and in order to secure
the payment of the principal of and premium, if any, and interest
on the Bonds according to their tenor and effect and to secure
the performance and observance by the Issuer of all the covenants
expressed or implied herein and in the Bonds, subject to all of
the provisions hereof, does hereby grant, bargain, sell, convey,
mortgage, assign and pledge unto the Trustee, and unto its
successor or successors in trust, and to them and their assigns
forever, for the securing of the performance of the obligations
of the Issuer hereinafter set forth:

                                I

     All the rights and interest of the Issuer in and to the Sale
Agreement (except for the rights of the Issuer under Sections 5
4, 5 5, 5 6, 6 3 and 8 5 of the Sale Agreement and any rights of
the Issuer to receive notices, certificates, requests,
requisitions, directions and other communications under the Sale
Agreement), all Revenues (as hereinafter defined) and the
proceeds thereof.

                               II

     All the rights and interest of the Issuer in and to the Bond
Fund and the Construction Fund (each as hereinafter defined), and
all moneys and investments therein, but subject to the provisions
of this Trust Indenture pertaining thereto, including those
pertaining to the making of disbursements therefrom.

                               III

     All moneys, securities and obligations from time to time
held by the Trustee under the terms of this Trust Indenture and
any and all real and personal property of every kind and nature
from time to time hereafter by delivery or by writing of any kind
conveyed, mortgaged, pledged, assigned or transferred, as and for
additional security hereunder by the Issuer or by anyone in its
behalf or with its written consent to the Trustee, which is
hereby authorized to receive any and all such property at any and
all times and to hold and apply the same subject to the terms
hereof; except for moneys, securities or obligations deposited
with or paid to the Trustee for redemption or payment of Bonds
which are deemed to have been paid in accordance with Article IX
hereof and funds held pursuant to Section 5.5 hereof, which shall
be held by the Trustee in accordance with the provisions of said
Article IX or Section 5.5, as the case may be.

     TO HAVE AND TO HOLD all of the same with all privileges and
appurtenances hereby conveyed and assigned, or agreed or intended
so to be, to the Trustee and its successors in said trusts and to
them and their assigns forever;

     IN TRUST NEVERTHELESS, upon the terms and trusts herein set
forth for the equal and proportionate benefit and security of all
owners of the Bonds issued under and secured by this Trust
Indenture without preference, priority or distinction as to lien
of any Bonds over any other Bonds, except insofar as any sinking,
amortization or other fund, or any terms or conditions of
redemption or purchase, established under this Trust Indenture
may afford additional benefit or security for the Bonds of any
particular series.

     PROVIDED, HOWEVER, that if the Issuer shall pay or cause to
be paid to the owners of the Bonds the principal of and premium,
if any, and interest to become due thereon at the times and in
the manner stipulated therein, and if the Issuer shall keep,
perform and observe all and singular the covenants and promises
in the Bonds and in this Trust Indenture expressed as to be kept,
performed and observed by it on its part, all as provided in and
subject to the provisions of Article IX hereof, then and in that
case these presents and the estate and rights hereby granted,
except as otherwise provided in Article IX shall cease, determine
and be void, and thereupon the Trustee shall cancel and discharge
the lien of this Trust Indenture and execute and deliver to the
Issuer such instruments in writing as shall be requisite to
evidence the discharge hereof pursuant to the provisions of said
Article IX; otherwise this Trust Indenture to be and remain in
full force and effect.

     THIS TRUST INDENTURE FURTHER WITNESSETH, and it is expressly
declared, that all Bonds issued and secured hereunder are to be
issued, authenticated and delivered, and the Trust Estate (as
hereinafter defined) and the other estate and rights hereby
granted, are to be dealt with and disposed of, under, upon and
subject to the terms, conditions, stipulations, covenants,
agreements, trusts, uses and purposes as hereinafter expressed,
and the Issuer has agreed and covenanted, and does hereby agree
and covenant, with the Trustee and with the respective owners,
from time to time, of the Bonds, as follows:

                            ARTICLE I
                                
                           DEFINITIONS

     SECTION 1.1.   Definitions. In addition to the words and
terms elsewhere defined in this Indenture, the following words
and terms as used in this Indenture shall have the following
meanings:

     "Act" shall mean Sections 991 through 1001, inclusive, of
Title 39 of the Louisiana Revised Statutes of 1950, as amended,
and all future acts supplemental thereto or amendatory thereof.

     "Additional Bonds" shall mean Bonds in addition to the
Series 1995 Bonds which are issued pursuant to the provisions of
Section 2.11 of this Indenture.

     "Administration Expenses" shall mean the reasonable and
necessary expenses incurred by the Issuer with respect to the
Sale Agreement, this Indenture and any transaction or event
contemplated by the Sale Agreement or this Indenture including
the compensation and reimbursement of expenses and advances
payable to the Trustee, any Paying Agent, and the Bond Registrar.

     "Authorized Company Representative" shall mean the
President, any Vice President, or Treasurer of the Company or the
person or persons at the time designated to act on behalf of the
Company by any one of said officers, such designation in each
case, to be evidenced by a certificate furnished to the Issuer
and the Trustee containing the specimen signature of such person
or persons and signed on behalf of the Company by said officer.

     "Beneficial Owner" means, so long as a book-entry system of
registration is in effect pursuant to Section 2.13 hereof, the
actual purchaser of the Bonds.

     "Bonds" shall mean the Series 1995 Bonds and all Additional
Bonds issued by the Issuer pursuant to this Indenture.

     "Bond Counsel" shall mean any firm of nationally recognized
municipal bond counsel selected by the Company and acceptable to
the Issuer and the Trustee.

     "Bond Fund" shall mean the fund by that name created and
established in Section 5.1 of this Indenture.

     "Bond Registrar" shall mean the registrar of Bonds named
herein.

     "Capital Account" shall mean any of the accounts by that
name created and established in Section 6.1 of this Indenture.

     "Code" shall mean the Internal Revenue Code of 1986, as
heretofore or hereafter amended.

     "Company" shall mean Louisiana Power & Light Company, a
corporation organized and existing under the laws of the State of
Louisiana, and its permitted successors and assigns.

     "Company Mortgage" shall mean the Company's Mortgage and
Deed of Trust, dated as of April 1 , 1944, made to The Chase
National Bank of the City of New York and Carl E. Buckley, as
trustees (Bank of Montreal Trust Company and Mark F. McLaughlin,
successor trustees), as heretofore and hereafter amended and
supplemented.

     "Completion Date" shall mean the date of completion of
construction of the Facilities as that date shall be certified as
provided in Section 3 .4 of the Sale Agreement.

     "Construction Fund" shall mean the fund by that name created
and established in Section 6.1 of this Indenture.

     "Continuing Disclosure Agreement" shall mean the Continuing
Disclosure Agreement dated as of November 1, 1995, between the
Company and the Trustee, as the same may be amended or
supplemented from time to time in accordance with its terms.

     "Cost of Construction" shall mean all costs paid or incurred
by the Company with respect to the Facilities and the financing
thereof for the payment of which the Issuer is authorized to
issue bonds under the Act, more particularly identified in the
Sale Agreement.

     "DTC" means The Depository Trust Company, New York, New
York.

     "Event of Default" shall mean any event of default specified
in Section 10.1 hereof.

     "Facilities" shall mean (i) certain water pollution control
facilities at the Plant to be financed, in whole or in part, with
the proceeds of Series 1995 Bonds (including any changes in,
additions to, substitutions for or deletions of facilities or
portions thereof made under Section 3.3 of the Sale Agreement),
which Facilities, as presently contemplated by the existing Plans
and Specifications (as defined in the Sale Agreement), are
generally described in Exhibit A to the Sale Agreement, and (ii)
any other solid waste disposal, sewage, air pollution control
and/or water pollution control facilities at the Plant to be
financed in whole or in part with the proceeds of any Additional
Bonds (including any changes in, additions to, substitutions for
or deletions of facilities or portions thereof made under Section
3.3 of the Sale Agreement).

     "Government Securities" shall mean (a) direct or fully
guaranteed obligations of the United States of America (including
any such securities issued or held in book-entry form on the
books of the Department of Treasury of the United States of
America), and (b) certificates, depositary receipts or other
instruments which evidence a direct ownership interest in
obligations described in clause (a) above or in any specific
interest or principal payments due in respect thereof; provided,
however, that the custodian of such obligations or specific
interest or principal payments shall be a bank or trust company
organized under the laws of the United States of America or of
any state or territory thereof or of the District of Columbia,
with a combined capital stock surplus and undivided profits of at
least $50,000,000; and provided, further, that except as may be
otherwise required by law, such custodian shall be obligated to
pay to the holders of such certificates, depositary receipts or
other instruments the full amount received by such custodian in
respect of such obligations or specific payments and shall not be
permitted to make any deduction therefrom.

     "holder" or "bondholder" or "owner of the Bonds" or
"Bondholder" shall mean the registered owner of any Bond.

     "Indenture" shall mean this Trust Indenture and any
amendments and supplements hereto.

     "Investment Account" shall mean any of the accounts by that
name created and established in Section 6.1 of this Indenture.

     "Issuer" shall mean the Parish of St. Charles, State of
Louisiana, a political subdivision under the Constitution and
laws of the State of Louisiana.

     "outstanding", when used with reference to the Bonds, shall
mean, as of any particular date, all Bonds authenticated and
delivered under this Indenture except:

          (a)  Bonds canceled at or prior to such date or
     delivered to or acquired by the Trustee at or prior to such
     date for cancellation;
     
          (b)  Bonds deemed to be paid in accordance with Article
     IX of this Indenture;
     
          (c)  Bonds in lieu of or in exchange or substitution
     for which other Bonds shall have been authenticated and
     delivered pursuant to this Indenture; and
     
          (d)  Bonds registered in the name of the Issuer.

     "Parish President" shall mean the President of the Parish of
St. Charles, State of Louisiana.

     "Paying Agent" shall mean any bank or trust company
designated pursuant to this Indenture as the place at which the
principal of and premium, if any, and interest on the Bonds of a
series are payable, and any successor designated pursuant to this
Indenture. With respect to the Series 1995 Bonds, the Trustee is
the original Paying Agent.

     "Permitted Encumbrances" shall mean the rights of the
Issuer, the Company or the Trustee under the Sale Agreement, this
Indenture, the Sale Agreement dated as of May 1, 1984 between the
Issuer and the Company, the Trust Indenture dated as of June 1,
1984 between the Issuer and First National Bank of Commerce, as
trustee, the Sale Agreement dated as of November 1 , 1984 between
the Issuer and the Company, the Trust Indenture dated as of
November 1, 1984 between the Issuer and First National Bank of
Commerce, as trustee, the Installment Sale Agreement dated as of
June 1, 1991 between the Issuer and the Company, the Trust
Indenture dated as of June 1, 1991 between the Issuer and First
National Bank of Commerce, as trustee, the Installment Sale
Agreement dated as of April 1, 1992 between the Issuer and the
Company, the Trust Indenture dated as of April 1, 1992 between
the Issuer and First National Bank of Commerce, as trustee, the
Installment Sale Agreement dated as of December 1, 1992 between
the Issuer and the Company, the Trust Indenture dated as of
December 1, 1992 between the Issuer and First National Bank of
Commerce, as trustee, the Installment Sale Agreement dated as of
May 1, 1993 between the Issuer and the Company, the Trust
Indenture dated as of May 1, 1993 between the Issuer and First
National Bank of Commerce, as trustee, the Installment Sale
Agreement dated as of December 1, 1993 between the Issuer and the
Company, the Trust Indenture dated as of December 1 , 1993
between the Issuer and First National Bank of Commerce, as
trustee, the Installment Sale Agreement dated as of June 1, 1994,
between the Issuer and the Company, the Trust Indenture dated as
of June 1, 1994, between the Issuer and First National Bank of
Commerce, as trustee, the Company Mortgage, and the following:

          (a)  Liens for taxes, levies, assessments, utility
     rents, rates and charges, license, permit or other
     authorization fees and other impositions, provided that in
     each case the same shall either (i) not be due and payable,
     (ii) not be delinquent to the extent that penalties for
     nonpayment may then be assessed on the Facilities, or any
     material portion thereof then be subject to forfeiture, or
     (iii) be a lien the amount or validity of which is being
     contested in good faith by the Company,
     
     (b) Minor defects, irregularities, encumbrances, licenses,
     rights of way, servitudes, restrictions, mineral rights and
     clouds on title which, in the opinion of the Company, do not
     significantly impair the operation of the Facilities;
     
          (c)  Easements, servitudes, encumbrances, exceptions or
     reservations for the purpose of pipelines, for telephones
     and other means of communication, power lines and
     substations, roads, streets, alleys, driveways, walkways,
     highways, railroads and other means of transportation,
     drainage and sewerage, conduits, dikes, canals, laterals,
     ditches, for the removal of oil, gas, coal or other
     minerals, and other like purposes, or for the joint or
     common use of real property, facilities and equipment,
     which, in the opinion of the Company, do not significantly
     impair the operation of the Facilities;
     
          (d)  Mechanics', workmen's, repairmen's, materialmen's,
     suppliers', vendors' or carriers' liens or other similar
     liens, provided that the lien shall be discharged by the
     Company in the ordinary course of business or the amount or
     validity of the lien shall be contested in good faith with
     any pending execution thereof appropriately stayed;
     
          (e)  Rights of the United States or any state or
     political subdivision thereof (which for purposes of this
     definition shall include any taxing or improvement
     district), or other public or governmental authority or
     agency, to take, use or control property or to terminate any
     lease, right, power, franchise, grant, license or permit
     previously in force;
     
          (f)  The pendency or filing of any application or
     proceedings seeking to annex or rezone the Plant or any
     portion thereof, or to include it in any political
     subdivision;
     
          (g)  Rights acquired by any person with respect to any
     portion of the Facilities as the result of such portion
     becoming so much a part of other property as to be subject
     to liens upon such property;
     
          (h)  Other liens, charges or encumbrances which
     normally exist with respect to comparable property in the
     locale in which the Facilities are situated and which, in
     the opinion of the Company, do not significantly impair the
     operation of the Facilities;
     
          (i)  Liens arising under or pursuant to La. R.S.
     30:2281; and
     
          (j)  Liens arising under or pursuant to La. R.S.
     10:9-107 and 9-312(4) or otherwise with respect to purchase
     money security interests.

     "person" shall mean natural persons, firms, associations,
corporations, limited liability companies and public bodies.

     "Plant" shall mean Unit 3 (nuclear) of the Company's
Waterford Steam Electric Generating Station located in St.
Charles Parish, at Taft, Louisiana.

     "Record Date" shall mean, with respect to any interest
payment date of the Bonds occurring on the first day of any
month, the fifteenth day of the calendar month next preceding
such interest payment date; and with respect to any interest
payment date of the Bonds occurring on the fifteenth day of any
month, the first day of such month.

     "Revenues" shall mean all moneys paid or payable by the
Company to the Trustee for the account of the Issuer in respect
of the principal of and premium, if any, and interest on the
Bonds, including, without limitation, amounts paid or payable by
the Company pursuant to Sections 5.2 and 9.1 of the Sale
Agreement as the purchase price of the Facilities, and all
receipts of the Trustee credited under the provisions of this
Indenture against such payments.

     "Sale Agreement" shall mean the Installment Sale Agreement
dated as of November 1, 1995 by and between the Issuer and the
Company, and any amendments and supplements thereto.

     "Series 1995 Bonds" shall mean the initial issue of Bonds
under and secured by this Indenture in the aggregate principal
amount of $16,770,000.

     "Trustee" shall mean the banking corporation or association
designated as Trustee herein, and its successor or successors as
such Trustee. The original Trustee is First National Bank of
Commerce, New Orleans, Louisiana.

     "Trust Estate" shall mean the property conveyed to the
Trustee pursuant to the Granting Clauses hereof.

     SECTION 1.2.   Use of Words. Words of the masculine gender
shall be deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context shall otherwise
indicate, the words "Bond", "owner", "holder" and "person" shall
include the plural, as well as the singular, number.
                           
                           
                           ARTICLE II
                                
                            THE BONDS

     SECTION 2. 1.  Authorized Form and Amount of Bonds. No Bonds
may be issued under the provisions of this Indenture except in
accordance with this Article. All Bonds issued hereunder shall be
in the form of registered Bonds without coupons. The total
principal amount of Bonds that may be issued is hereby expressly
limited to $16,770,000, except as provided in Sections 2.8, 2.11
and 2.12 hereof.

     SECTION 2.2.   Details of Series 1995 Bonds. The Series 1995
Bonds (i) shall be designated "Parish of St. Charles, State of
Louisiana Environmental Revenue Bonds (Louisiana Power & Light
Company Project) Series 1995", (ii) shall be in the aggregate
principal amount of $16,770,000, (iii) shall be issued in
denominations of $5,000 and any integral multiple thereof, (iv)
shall be numbered consecutively from R- 1 upwards in order of
issuance according to the records of the Trustee, (v) shall be
dated as hereinafter provided, (vi) shall bear interest as
hereinafter provided, payable semiannually on May 1 and November
1 of each year, commencing May 1, 1996, and (vii) shall mature on
November 1, 2025.

     The Series 1995 Bonds shall bear interest from and including
the date thereof until the principal thereof shall have become
due and payable in accordance with the provisions hereof, whether
at maturity, upon redemption or otherwise, at the rate of 6.375%
per annum. Overdue principal of the Series 1995 Bonds shall bear
interest until paid at the rate of interest borne by said Bonds.
Overdue installments of interest shall not bear interest.
Interest shall be calculated on the basis of a 360-day year,
consisting of twelve 30-day months.

     Series 1995 Bonds issued before May 1, 1996 shall be dated
November 1, 1995, and Series 1995 Bonds issued on or subsequent
to May 1, 1996 shall be dated as of the interest payment date
next preceding the date of authentication and delivery thereof by
the Trustee, unless such date of authentication and delivery
shall be an interest payment date, in which case they shall be
dated as of such date of authentication and delivery; provided,
however, that if, as shown by the records of the Trustee,
interest on any Bonds surrendered for transfer or exchange shall
be in default, the Bonds issued in exchange for Bonds surrendered
for transfer or exchange shall be dated as of the date to which
interest has been paid in full on the Bonds surrendered.

     The Series 1995 Bonds shall be substantially in the form set
forth in Exhibit A attached hereto with such appropriate
variations, omissions and insertions as are permitted or required
by this Indenture.

     SECTION 2.3.   Payment. The principal of and premium, if
any, on the Bonds shall be paid upon the presentation and
surrender of said Bonds at the principal corporate trust office
of the Trustee. The interest on the Bonds shall be payable by
check drawn upon the Trustee and mailed to the registered owners
as of the close of business on the Record Date with respect to
the interest payment date at their respective addresses as such
appear on the bond registration books kept by the Trustee. All
payments shall be made in lawful money of the United States of
America.

     SECTION 2.4.   Execution. The Bonds shall be executed on
behalf of the Issuer by the Parish President and the Secretary of
the Parish Council (by their manual or facsimile signatures) and
shall have impressed or imprinted thereon the seal of the Issuer.
A facsimile signature shall have the same force and effect as if
personally signed. In case any officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of such Bonds, such
signature or such facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he had remained in
office until delivery.

     SECTION 2.5.   Limited Obligation. The Bonds, together with
interest thereon, shall be payable from the Bond Fund, as
hereinafter set forth, and shall be a valid claim of the holders
thereof only against the Bond Fund and the Revenues pledged to
the Bonds, which Revenues are hereby pledged and assigned for the
equal and ratable payment of the Bonds (principal, premium, if
any, and interest) and shall be used for no other purpose than to
pay the principal of and premium, if any, and interest on the
Bonds, except as may be otherwise expressly authorized in this
Indenture. The Bonds (including premium, if any) and interest
thereon shall not constitute an indebtedness or pledge of the
general credit of the Issuer within the meaning of any Louisiana
constitutional or statutory provision and shall not constitute an
obligation of or a charge against the taxing powers of the
Issuer.

     SECTION 2.6.   Authentication. Only such Bonds as shall have
endorsed thereon a Certificate of Authentication substantially in
the form set forth in Exhibit A attached hereto duly executed by
the Trustee shall be entitled to any right, benefit or security
under this Indenture. No Bond shall be valid and obligatory for
any purpose unless and until such Certificate of Authentication
shall have been duly executed by the Trustee, and such
Certificate of the Trustee upon any such Bond shall be conclusive
evidence that such Bond has been authenticated and delivered
under this Indenture. The Trustee's Certificate of Authentication
on any Bond shall be deemed to have been executed if signed by an
authorized officer of the Trustee, but it shall not be necessary
that the same officer sign the Certificate of Authentication on
all of the Bonds issued hereunder at any one time.

     SECTION 2.7.   Delivery of the Bonds. The Issuer shall
execute and deliver to the Trustee and the Trustee shall
authenticate the Bonds of any series and deliver said Bonds to
the original purchaser or purchasers there of as may be directed
hereinafter in this Section 2.7, in Section 2.11 hereof, or in
any supplemental indenture.

     Prior to the delivery on original issuance by the Trustee of
any authenticated Bonds of any series there shall be or have been
delivered to the Trustee:

          (a)  An original duly executed counterpart or a duly
     certified copy of this Indenture and, in the case of
     Additional Bonds, a supplemental indenture by and between
     the Issuer and the Trustee setting forth the details
     concerning such Bonds.
     
          (b)  An original duly executed counterpart or a duly
     certified copy of the Sale Agreement and, in the case of
     Additional Bonds, an amendment of or supplement to the Sale
     Agreement, if any.
     
          (c)  A written order to the Trustee by the Issuer to
     authenticate and deliver the Bonds of such series to the
     original purchasers thereof upon payment to Trustee, but for
     the account of the Issuer, of a sum specified in such order.
     
          (e)  A copy, duly certified by the Secretary of the
     Parish Council, of the proceedings of the governing body of
     the Issuer authorizing the issuance of the Bonds.
     
          (f)  In the case of any series of Additional Bonds, a
     written opinion of Bond Counsel to the effect that the
     issuance of such Bonds and the execution thereof have been
     duly authorized, all conditions precedent to the delivery
     thereof have been fulfilled, and that the exclusion of the
     interest on the Series 1995 Bonds and any Additional Bonds
     theretofore issued from gross income for federal income tax
     purposes will not be affected by the issuance of the Bonds
     being issued.

     SECTION 2.8.   Mutilated. Destroyed or Lost Bonds. In case
any Bond issued hereunder shall become mutilated or be destroyed
or lost, the Issuer shall, if not then prohibited by law, cause
to be executed and the Trustee shall authenticate and deliver a
new Bond of the same series of like date, number, maturity and
tenor in exchange and substitution for and upon cancellation of
such mutilated Bond, or in lieu of and in substitution for such
Bond destroyed or lost, upon the holder's paying the reasonable
expenses and charges of the Issuer and Trustee in connection
therewith, and, in the case of a Bond destroyed or lost, his
filing with the Trustee evidence satisfactory to the Company and
the Trustee that such Bonds were destroyed or lost, and of his
ownership thereof, and furnishing the Issuer, the Company and the
Trustee with indemnity satisfactory to them. The Trustee is
hereby authorized to authenticate any such new Bond. In the event
any such Bonds shall have matured, instead of issuing a new Bond,
the Issuer may pay the same without the surrender thereof.

     SECTION 2.9.   Registration and Exchange of Bonds. The
Issuer hereby constitutes and appoints the Trustee as Bond
Registrar of the Issuer, and as Bond Registrar the Trustee shall
keep books for the registration and for the transfer of the Bonds
as provided in this Indenture at the principal corporate trust
office of the Trustee. The person in whose name any Bond shall be
registered shall be deemed and regarded as the absolute owner
thereof for all purposes, and payment of or on account of the
principal of and interest on any such Bond shall be made only to
or upon the order of the registered owner thereof or his legal
representative, and neither the Issuer, the Trustee, nor the Bond
Registrar shall be affected by any notice to the contrary but
such registration may be changed as herein provided. All payments
shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so
paid.

     Bonds may be transferred on the books of registration kept
by the Trustee by the registered owner in person or by his duly
authorized attorney, upon surrender thereof, together with a
written instrument of transfer duly executed by the registered
owner or his duly authorized attorney in such form as shall be
satisfactory to the Trustee. Upon surrender for transfer of any
Bond at the principal corporate office of the Trustee, the Issuer
shall execute and the Trustee shall authenticate and deliver in
the name of the transferee or transferees a new Bond or Bonds in
the same aggregate principal amount and of any authorized
denomination or denominations.

     Bonds may be exchanged at the principal corporate trust
office of the Trustee for an equal aggregate principal amount of
Bonds of any other authorized denomination or denominations of
the same series with corresponding maturities. The Issuer shall
execute and the Trustee shall authenticate and deliver Bonds
which the bondholder making the exchange is entitled to receive,
bearing numbers not then outstanding. The execution by the Issuer
of any Bond of any denomination shall constitute full and due
authorization of such denomination and the Trustee shall thereby
be authorized to authenticate and deliver such Bond.

     Such transfers of registration or exchanges of Bonds shall
be without charge to the holders of such Bonds, but any taxes or
other governmental charges required to be paid with respect to
the same shall be paid by the holder of the Bond requesting such
transfer or exchange as a condition precedent to the exercise of
such privilege.

     The Trustee shall not be required to transfer or exchange
any Bond after the mailing of notice calling such Bond for
redemption has been made, nor during the period of fifteen (15)
days next preceding mailing of a notice of redemption of any
Bonds.

     At reasonable times and under reasonable regulations
established by the Trustee, the list of registered owners of the
Bonds may be inspected and copied by the Company or by holders or
owners (or a designated representative thereof) of 10% or more in
principal amount of Bonds then outstanding, such possession or
ownership and the authority of such designated representative to
be evidenced to the satisfaction of the Trustee.

     SECTION 2.10.  Cremation and Other Dispositions. All Bonds
surrendered for the purpose of payment or retirement, or for
exchange, or for replacement or payment as provided above, or for
cancellation, shall be canceled upon surrender thereof to the
Trustee and, at the option of the Trustee, either cremated,
shredded or otherwise disposed of. The Trustee shall execute and
forward to the Issuer an appropriate certificate describing the
Bonds involved and the manner of disposition.

     SECTION 2.11.  Additional Bonds. The Issuer, at the request
of the Company and to the extent permitted by law in effect at
the time thereof, may issue from time to time one or more series
of Additional Bonds for the purposes provided in Section 4.2 of
the Sale Agreement. Additional Bonds shall be secured equally and
ratably with the Series 1995 Bonds and any other Additional Bonds
theretofore issued and then outstanding, except insofar as any
sinking, amortization or other fund, or any terms or conditions
of redemption or purchase, established under this Indenture may
afford additional benefit or security for the Bonds of any
particular series. Before any Additional Bonds are authenticated
there shall be delivered to the Trustee the items required for
the issuance of Bonds by Section 2.7 hereof

     The right to issue Additional Bonds set forth in this
Indenture shall not imply that the Issuer may not issue, and the
Issuer expressly reserves the right to issue, to the extent
permitted by law, obligations under another indenture or
indentures to provide additional funds to pay the Cost of
Construction, or to refund all or any principal amount of all or
any series of Bonds, or any combination thereof, and the
provisions of this Indenture governing the issuance of Additional
Bonds shall not apply thereto.

     The proceeds of the issuance and sale of any series of
Additional Bonds, including purchase premium, if any, and accrued
interest, if any, thereon to the date of delivery thereof paid by
the original purchasers thereof, shall be applied simultaneously
with the delivery of such Additional Bonds in the manner provided
in this Indenture and in the supplemental indenture authorizing
such Additional Bonds.

     Notwithstanding anything herein to the contrary, no
Additional Bonds shall be issued unless (i) the Sale Agreement is
in effect, and (ii) at the time of issuance there is no Event of
Default (as defined in the Sale Agreement) under the Sale
Agreement or Event of Default under this Indenture

     SECTION 2.12.  Temporary Bonds. Until Bonds in definitive
form are ready for delivery, the Issuer may execute, and upon the
request of the Issuer, the Trustee shall authenticate and
deliver, subject to the provisions, limitations and conditions
set forth herein, one or more Bonds in temporary form, whether
printed, typewritten, lithographed or otherwise produced,
substantially in the form of the definitive Bonds, with
appropriate omissions, variations and insertions, and in
authorized denominations. Until exchanged for Bonds in definitive
form, such Bonds in temporary form shall be entitled to the lien
and benefit of this Indenture. Upon the presentation and
surrender of any Bond or Bonds in temporary form, the Issuer
shall, without unreasonable delay, prepare, execute and deliver
to the Trustee and the Trustee shall authenticate and deliver, in
exchange therefor, a Bond or Bonds in definitive form. Such
exchange shall be made by the Trustee without making any charge
therefor to the holder of such Bond in temporary form.

     SECTION 2.13.  Book-Entry Registration of Bonds. The Bonds
shall be initially issued in the name of Cede & Co., as nominee
for DTC, as registered owner of the Bonds, and held in the
custody of DTC. The Issuer and the Trustee acknowledge that they
have executed and delivered a Blanket Letter of Representations
with DTC and that the terms and provisions of said Letter of
Representations shall govern in the event of any inconsistency
between the provisions of this Indenture and said Letter of
Representations. A single bond certificate will be issued and
delivered to DTC. The Beneficial Owners will not receive physical
delivery of Bond certificates except as provided herein.
Beneficial Owners are expected to receive a written confirmation
of their purchase providing details of each Bond acquired. For so
long as DTC shall continue to serve as securities depository for
the Bonds as provided herein, all transfers of beneficial
ownership interest will be made by book-entry only, and no
investor or other party purchasing, selling or otherwise
transferring beneficial ownership of Bonds is to receive, hold or
deliver any Bond certificate.

     For every transfer and exchange of the Bonds, the Beneficial
Owners may be charged a sum sufficient to cover each Beneficial
Owner's allocable share of any tax, fee or other governmental
charge that may be imposed in relation thereto.

     The Issuer, the Company and the Trustee will recognize DTC
or its nominee as the Bondholder for all purposes, including
notices and voting.

     Neither the Issuer, the Trustee nor the Company are
responsible for the performance by DTC of any of its obligations,
including, without limitation, the payment of moneys received by
DTC, the forwarding of notices received by DTC or the giving of
any consent or proxy in lieu of consent.

     Whenever during the term of the Bonds the beneficial
ownership thereof is determined by a book entry at DTC, the
requirements of this Indenture of holding, delivering or
transferring Bonds shall be deemed modified to require the
appropriate person to meet the requirements of DTC as to
registering or transferring the book entry to produce the same
effect.

     If at any time DTC ceases to hold the Bonds, all references
herein to DTC shall be of no further force or effect.

                           ARTICLE III
                                
               REDEMPTION OF BONDS BEFORE MATURITY

     SECTION 3.1.   Redemption Applicable to Series 1 995 Bonds
Only. The Series 1 995 Bonds shall be subject to redemption prior
to maturity as follows:

     (a) The Series 1995 Bonds shall be subject to optional
redemption by the Issuer, at the direction of the Company, in
whole but not in part, at any time, at a redemption price equal
to the principal amount being redeemed plus accrued interest to
the redemption date, if:

          (i)  the Company shall have determined that the
     continued operation of the Plant is impracticable,
     uneconomical or undesirable for any reason;
     
          (ii)      the Company shall have determined that the
     continued operation of the Facilities is impracticable,
     uneconomical or undesirable due to (A) the imposition of
     taxes, other than ad valorem taxes currently levied upon
     privately owned property used for the same general purpose
     as the Facilities, or other liabilities or burdens with
     respect to the Facilities or the operation thereof, (B)
     changes in technology, in environmental standards or legal
     requirements or in the economic availability of materials,
     supplies, equipment or labor or (C) destruction of or damage
     to all or part of the Facilities;
     
          (iii)     all or substantially all of the Facilities or
     the Plant shall have been condemned or taken by eminent
     domain; or
     
          (iv)      the operation of the Facilities or the Plant
     shall have been enjoined or shall have otherwise been
     prohibited by any order, decree, rule or regulation of any
     court or of any federal, state or local regulatory body,
     administrative agency or other governmental body.

     (b)  The Series 1995 Bonds shall be subject to mandatory
redemption, at a redemption price equal to the principal amount
being redeemed plus accrued interest to the redemption date, on
the one hundred eightieth day (or such earlier date as may be
designated by the Company) after a final determination by a court
of competent jurisdiction or an administrative agency to the
effect that as a result of a failure by the Company to perform or
observe any covenant, agreement or representation contained in
the Sale Agreement, the interest payable on the Series 1995 Bonds
is included for federal income tax purposes in the gross income
of the owners thereof, other than any owner who is a "substantial
user" of the Facilities or a "related person" within the meaning
of Section 147(a) of the Code. No determination by any court or
administrative agency will be considered final unless the Company
has been given the opportunity to participate in the proceeding
which resulted in such determination, either directly or through
a bondholder, to a degree it reasonably deems sufficient and
until the conclusion of any appellate review sought by any party
to such proceeding or the expiration of the time for seeking such
review. The Series 1995 Bonds shall be redeemed either in whole
or in part in such principal amount that the interest payable on
the Series 1995 Bonds remaining outstanding after such redemption
would not be included in the gross income of any owner thereof,
other than an owner who is a "substantial user" of the Facilities
or a "related person" within the meaning of Section 147(a) of the
Code.

     (c)  The Series 1995 Bonds shall be subject to optional
redemption by the Issuer, at the direction of the Company, on and
after November 1, 2000, in whole at any time or in part from time
to time (and if in part, by lot or in such other manner as may be
determined by the Trustee to be fair and equitable), at the
redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued interest to the redemption date:

               Redemption Period                Redemption Price
                                                
November 1, 2000 through October 31, 2001             102%
November 1, 2001 through October 31, 2002             101%
November 1, 2002 and thereafter                       100%

     The Series 1995 Bonds shall also be subject to optional
redemption by the Issuer, at the direction of the Company, in
whole but not in part, at any time prior to November 1, 2000, at
a redemption price equal to 102% of the principal amount being
redeemed plus accrued interest to the redemption date, if the
Company shall have consolidated with or merged with or into
another corporation, or sold or otherwise transferred all or
substantially all of its assets.

     In case a Series 1995 Bond is of a denomination larger than
$5,000, a portion of such Bond ($5,000 or any integral multiple
thereof) may be redeemed if otherwise permitted, but Series 1995
Bonds shall be redeemed only in the principal amount of $5,000 or
any integral multiple thereof.

     SECTION 3 .2.  Notice. Notice of any redemption, identifying
the Bonds or portions thereof being called and the date on which
they shall be presented for payment, shall be given by the
Trustee by first class mail, postage prepaid, to the registered
owner of each such Bond addressed to such registered owner at his
registered address and placed in the mails not less than thirty
(30) days nor more than sixty (60) days prior to the date fixed
for redemption; provided, however, that failure to give such
notice by mailing, or any defect therein, shall not affect the
validity of any proceeding for the redemption of any Bond with
respect to which no such failure or defect has occurred.

     Any notice mailed as provided in this Section 3.2 shall be
conclusively presumed to have been duly given, whether or not the
holder or owner actually receives the notice.

     With respect to notice of redemption of the Bonds at the
option of the Issuer (at the direction of the Company), unless
moneys sufficient to pay the principal of and premium, if any,
and interest on the Bonds to be redeemed shall have been received
by the Trustee prior to the giving of such notice, such notice
shall state that said redemption shall be conditional upon the
receipt of such moneys by the Trustee on or prior to the date
fixed for such redemption. So long as Cede & Co. is the
registered owner of the Bonds, as nominee of DTC, notice of any
redemption will be given by the Trustee to Cede & Co., not to the
Beneficial Owners of the Bonds. If such moneys shall not have
been so received, such notice shall be of no force and effect,
the Issuer shall not redeem such Bonds and the Trustee shall give
notice, in the manner in which the notice of redemption was
given, that such moneys were not so received.

     SECTION 3.3.   Redemption Payments. Subject to the
provisions of the last paragraph of Section 3.2 hereof, on or
prior to the date fixed for redemption, funds shall be deposited
with the Trustee to pay, and the Trustee is hereby authorized and
directed to apply such funds to the payment of, the Bonds or
portions thereof to be redeemed, together with accrued interest
thereon to the redemption date and any required premium. Upon the
giving of notice and the deposit of funds for redemption,
interest on the Bonds or portions thereof thus redeemed shall no
longer accrue after the date fixed for redemption.

     SECTION 3.4.   Cancellation. All Bonds which have been
redeemed shall not be reissued but shall be canceled and disposed
of by the Trustee in accordance with Section 2.10 hereof

     SECTION 3.5.   Partial Redemption of Bonds. Upon surrender
of any Bond for redemption in part only, the Issuer shall execute
and the Trustee shall authenticate and deliver to the holder
thereof a new Bond or Bonds of the same series and the same
maturity, of authorized denominations in an aggregate principal
amount equal to the unredeemed portion of the Bond surrendered.
                           
                           
                           ARTICLE IV
                                
                        GENERAL COVENANTS

     SECTION 4.1.   Payment of Principal. Premium. If Any and
Interest. The Issuer covenants that it will promptly pay or cause
to be paid the principal of and premium, if any, and interest on
every Bond issued under this Indenture at the place, on the dates
and in the manner provided herein and in the Bond according to
the true intent and meaning thereof; provided, however, that the
obligation of the Issuer hereunder to make or cause to be made
any payment to the Trustee in respect of the principal of or
premium, if any, or interest on the Bonds shall be reduced by the
amount of moneys, if any, on deposit in the Bond Fund and
available to be applied by the Trustee toward the payment of the
principal of or premium, if any, or interest on the Bonds. The
principal and premium, if any, and interest (except interest paid
from the proceeds from the sale of the Bonds) are payable solely
from the Revenues, which Revenues are hereby specifically pledged
and assigned for the payment thereof in the manner and to the
extent herein specified, and nothing in the Bonds or this
Indenture should be considered as assigning or pledging any funds
or assets of the Issuer other than the Revenues and the right,
title and interest of the Issuer in the Sale Agreement (except
for the rights of the Issuer under Sections 5 .4, 5 . 5, 5.6, 6.3
and 8.5 of the Sale Agreement and any rights of the Issuer to
receive notices, certificates, requests, requisitions, directions
and other communications under the Sale Agreement) in the manner
and to the extent herein specified. Anything in this Indenture to
the contrary notwithstanding, it is understood that whenever the
Issuer makes any covenant involving financial commitments,
including, without limitation, those in the various sections of
this Article IV, it pledges no funds or assets other than the
Revenues and the right, title and interest of the Issuer in the
Sale Agreement (except for the rights of the Issuer under
Sections 5.4, 5.5, 5.6, 6.3 and 8.5 of the Sale Agreement and any
rights of the Issuer to receive notices, certificates, requests,
requisitions, directions and other communications under the Sale
Agreement), the Bond Fund and the Construction Fund in the manner
and to the extent herein specified, but nothing herein shall be
construed as prohibiting the Issuer from using any other funds or
assets.

     SECTION 4.2.   Performance of Covenants. The Issuer
covenants that it will faithfully perform at all times any and
all covenants, undertakings, stipulations and provisions
contained in this Indenture, in any and every Bond executed,
authenticated and delivered hereunder and in all ordinances
pertaining thereto. The Issuer covenants that it is duly
authorized under the Constitution and laws of the State of
Louisiana, including particularly and without limitation the Act,
to issue Bonds authorized hereby and to execute this Indenture
and to make the pledge and covenants in the manner and to the
extent herein set forth; that all action on its part for the
issuance of the Bonds and the execution and delivery of this
Indenture has been duly and effectively taken; and that the Bonds
in the hands of the holders and owners thereof are and will be
valid and enforceable obligations of the Issuer according to the
import thereof.

     SECTION 4.3.   Instruments of Further Assurance. The Issuer
covenants that it will do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged and delivered, such
indenture or indentures supplemental hereto and such further
acts, instruments and transfers as the Trustee may reasonably
require for the better assuring, transferring, pledging,
assigning and confirming unto the Trustee the Trust Estate.

     SECTION 4 4.   Recordation and Other Instruments. The Issuer
and the Trustee covenant that they will cooperate with the
Company in causing this Indenture, the Sale Agreement, such
security agreements, financing statements and all supplements
thereto and other instruments as may be required from time to
time to be kept, to be recorded and filed in such manner and in
such places as may be required by law in order to fully preserve
and protect the security of the holders and owners of the Bonds
and the rights of the Trustee hereunder, and to perfect the
security interest created by this Indenture.

     SECTION 4.5.   Inspection of Books Relating to the
Facilities. The Issuer and the Trustee covenant and agree that
all books and documents in their possession relating to the
Facilities and the revenues derived from the Facilities
(including the records pertaining to the Construction Fund) shall
at all reasonable times be open to inspection by such accountants
or other agencies as the other party may from time to time
designate and by the Company.

     SECTION 4.6.   Rights Under Sale Agreement. The Sale
Agreement, a duly executed counterpart of which has been filed
with the Trustee, sets forth covenants and obligations of the
Issuer and the Company, including provisions that subsequent to
the issuance of Bonds and prior to their payment in full or
provision for payment thereof in accordance with the provisions
hereof the Sale Agreement may not be effectively amended,
changed, modified, altered or terminated, or any provision waived
without the written consent of the Trustee, and reference is
hereby made to the same for a detailed statement of said
covenants and obligations of the Company thereunder, and the
Issuer agrees that the Trustee in its name or in the name of the
Issuer may enforce all rights of the Issuer and all obligations
of the Company under and pursuant to the Sale Agreement, for and
on behalf of the bondholders, whether or not the Issuer is in
default hereunder.

     SECTION 4.7.   Prohibited Activities. The Issuer and the
Trustee covenant that neither of them shall take any action or
suffer or permit any action to be taken or condition to exist
which causes or may cause the interest payable on the Bonds to be
includable in gross income for purposes of federal income
taxation. Without limiting the generality of the foregoing, the
Issuer and the Trustee covenant that (a) 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, and (b) all action
with respect to the Bonds required by Section 148(f) of the Code
shall be taken in a timely manner.

                            ARTICLE V
                                
                       REVENUES AND FUNDS

     SECTION 5. 1.  Creation of Bond Fund. There is hereby
created and ordered to be established with the Trustee a trust
fund of and in the name of the Issuer to be designated "Parish of
St. Charles Environmental Revenue Bonds (Louisiana Power & Light
Company Project) Series 1995 Bond Fund".

     SECTION 5.2.   Payments Into Bond Fund. There shall be
deposited into the Bond Fund as and when received:

          (a)  All accrued interest received at the time of the
     issuance and delivery of the Bonds;
     
          (b)  Amounts transferred to the Bond Fund pursuant to
     the provisions of Sections 6.4, 6. 5, 6.6 and 6.7 hereof;
     
          (c)  All Revenues; and
     
          (d)  All moneys received by the Trustee under and
     pursuant to any of the provisions of the Sale Agreement or
     this Indenture which are not directed to be paid into a fund
     (or held) other than the Bond Fund.

     SECTION 5.3.   Use of Moneys in Bond Fund. Except as
otherwise provided in Sections 5.8 and 11.2 hereof, moneys in the
Bond Fund shall be used solely for the payment of the principal
of and premium, if any, and interest on the Bonds and for the
redemption or purchase of Bonds.

     SECTION 5.4.   Withdrawals from Bond Fund. The Bond Fund
shall be in the name of the Issuer, designated as set forth in
Section 5.1 hereof, and the Issuer hereby irrevocably authorizes
and directs the Trustee to withdraw from the Bond Fund sufficient
funds to pay the principal of and premium, if any, and interest
on the Bonds at maturity and redemption prior to maturity and to
use such funds for the purpose of paying principal, premium, if
any, and interest in accordance with the provisions hereof
pertaining to payment, which authorization and direction the
Trustee hereby accepts.

     SECTION 5.5.   Non-Presentment of Bonds. In the event any
Bond shall not be presented for payment when the principal
thereof becomes due, either at maturity or otherwise, or at the
date fixed for redemption thereof, if there shall have been
deposited with the Trustee for that purpose, or left in trust if
previously so deposited, funds sufficient to pay the principal
thereof, and premium, if any, together with all interest unpaid
and due thereon, to the due date thereof, for the benefit of the
holder thereof, all liability of the Issuer to the holder thereof
for the payment of the principal thereof, premium, if any, and
interest thereon, shall forthwith cease, terminate and be
completely discharged, and thereupon it shall be the duty of the
Trustee to hold such fund or funds, without liability for
interest thereon, for the benefit of the holder of such Bond, who
shall thereafter be restricted exclusively to such fund or funds
for any claim of whatever nature on his part under this Indenture
or on, or with respect to, the Bond.

     SECTION 5.6.   Administration Expenses. It is understood and
agreed that pursuant to the provisions of Section 5.4 of the Sale
Agreement, the Company agrees to pay the Administration Expenses
of the Issuer. All such payments under the Sale Agreement which
are received by the Trustee shall not be paid into the Bond Fund,
but shall be segregated by the Trustee and expended solely for
the purpose for which such payments are received.

     SECTION 5.7.   Moneys to be Held in Trust. All moneys
required to be deposited with or paid to the Trustee for deposit
into the Bond Fund or the Construction Fund under any provision
of this Indenture and all moneys withdrawn from the Bond Fund and
held by any Paying Agent, shall be held by the Trustee or such
Paying Agent in trust, and except for moneys deposited with or
paid to the Trustee for the redemption of Bonds, notice of which
redemption has been duly given, for moneys deposited with or paid
to the Trustee pursuant to Article IX hereof, and for monies held
in special accounts of the Bond Fund, Construction Fund or any
other fund that have been established pursuant to Section 7.2(b)
hereof, shall, while held by the Trustee or any Paying Agent,
constitute part of the Trust Estate and be subject to the lien
hereof. Any moneys received by or paid to the Trustee pursuant to
any provision of the Sale Agreement calling for the Trustee to
hold, administer and disburse the same in accordance with the
specific provisions of the Sale Agreement shall be held,
administered and disbursed pursuant to such provisions, and where
required by the provisions of the Sale Agreement the Trustee
shall set the same aside in a separate account. The Issuer agrees
that if it shall receive any moneys pursuant to applicable
provisions of the Sale Agreement, it will forthwith upon receipt
thereof pay the same over to the Trustee to be held, administered
and disbursed by the Trustee in accordance with the provisions of
the Sale Agreement pursuant to which the Issuer may have received
the same. Furthermore, if for any reason the Sale Agreement
ceases to be in force and effect while any Bonds are outstanding,
the Issuer agrees that if it shall receive any moneys derived
from the Facilities, it will forthwith upon receipt thereof pay
the same over to the Trustee to be held, administered and
disbursed by the Trustee in accordance with provisions of the
Sale Agreement that would be applicable if the Sale Agreement
were then in force and effect, and if there be no such provisions
which would be so applicable, then the Trustee shall hold,
administer and disburse such moneys solely for the discharge of
the Issuer's obligations under this Indenture.

     SECTION 5.8.   Refund to Company of Excess Payments.
Anything herein to the contrary notwithstanding, the Trustee is
authorized and directed to refund to the Company all excess
amounts as specified in the Sale Agreement, whether such excess
amounts be in the Bond Fund or in special accounts.

                           ARTICLE VI
                                
          CUSTODY AND APPLICATION OF PROCEEDS OF BONDS

     SECTION 6.1.   Creation of Construction Fund. There is
hereby created and ordered to be established with the Trustee a
special account of the Issuer to be designated "Parish of St.
Charles Environmental Revenue Bonds (Louisiana Power & Light
Company Project) Series 1995 Construction Fund". The Trustee
shall establish and maintain within the Construction Fund, in
respect of each series of Bonds issued hereunder, a "Capital
Account" and an "Investment Account."

     SECTION 6.2.   Payments into Construction Fund. The proceeds
from the issuance and sale of each series of Bonds, other than
accrued interest, if any, on such Bonds to the date of delivery
thereof paid by the original purchaser or purchasers thereof,
shall be deposited into the Capital Account established in
respect of such series of Bonds. All income or other gain from
the investment of moneys in the Capital Account or the Investment
Account maintained in respect of any series of Bonds shall be
deposited into the Investment Account for such series of Bonds.

     SECTION 6.3.   Disbursements from Construction Fund. Moneys
in the Construction Fund shall be disbursed by the Trustee to pay
Cost of Construction or to reimburse the Company for Cost of
Construction paid by it, all in accordance with and pursuant to
the provisions of the Sale Agreement. The Trustee shall keep and
maintain adequate records pertaining to each account within the
Construction Fund and all disbursements therefrom and shall file
an accounting thereof if and when requested by the Issuer or the
Company.

     SECTION 6.4.   Balance in Construction Fund. Upon receipt by
the Trustee of a certificate furnished pursuant to Section 3.4 or
Section 3.8 of the Sale Agreement, any balance remaining in the
Capital Account or the Investment Account maintained within the
Construction Fund in respect of a series of Bonds (except for
amounts retained by the Trustee at the Company's direction for
Cost of Construction not then due and payable), shall at the
direction of the Company be transferred by the Trustee into the
Bond Fund; provided, however, no amount shall be transferred into
the Bond Fund unless an amount equal to at least 95% of the sum
of the net proceeds of such series of Bonds (within the meaning
of Section 142(a) of the Code), and the total amount of moneys
accrued in the Investment Account and the investment income
expected to be received from amounts so deposited in the Bond
Fund, have been used (i) for the acquisition, construction,
reconstruction or improvement of land or property of a character
subject to the allowance for depreciation under Section 167 of
the Code, or for payment of amounts which are, for federal income
tax purposes, chargeable to the Facilities' capital account (for
example, under Section 263 of the Code) or would be so chargeable
either with a proper election by the Company or but for a proper
election by the Company to deduct such amounts, and (ii) to
provide solid waste disposal, sewage, air pollution control
and/or water pollution control facilities within the meaning of
the Code and regulations thereunder, provided that the moneys
paid from the Investment Account shall be disregarded for
purposes of the foregoing computation if the Company shall have
submitted to the Trustee an opinion of Bond Counsel to the effect
that such moneys may be so disregarded without impairing the
exemption from federal income taxes of interest on the Bonds. Any
amount not transferred into the Bond Fund as provided above
(exclusive of amounts retained by the Trustee in the Construction
Fund for payment of Cost of Construction not then due and
payable) shall be segregated by the Trustee and used by the
Trustee for (a) the redemption of Bonds of the same series of
Bonds from which such moneys were derived on or prior to the
earliest redemption date permitted by this Indenture without a
premium or penalty in accordance with the provisions of this
Indenture; or (b) the payment of a portion of the annual
principal due on Bonds of the same series from which such moneys
were derived (i) in years before such Bonds are subject to
redemption without premium or penalty, or (ii) in years when such
Bonds are subject to redemption without premium or penalty but
only in an amount in excess of the unexpended proceeds of such
Bonds, provided, however, that the portion of the annual
principal payment, if any, due on such Bonds that may be paid
hereunder shall not exceed an amount that bears the same ratio to
the annual principal due that the total unexpended proceeds of
such Bonds (exclusive of investment earnings) bear to the face
amount of such Bonds; or (c) any other purpose provided that the
Trustee is furnished with an opinion of Bond Counsel to the
effect that such use is lawful under the Act and will not
adversely affect the exclusion of interest on any of the Bonds
from gross income for purposes of federal income taxation. Until
used for one or more of the foregoing purposes, such segregated
amount may be invested as permitted by this Indenture but may not
be invested, without an opinion of Bond Counsel to the effect
that such investment will not adversely affect the exclusion of
interest on any of the Bonds from gross income for purposes of
federal income taxation, to produce a yield greater than the
yield on the Bonds, all in accordance with Section 148 of the
Code and applicable regulations promulgated thereunder.

     SECTION 6.5.   Redemption of Bonds Pursuant to Section 3.
l(a! or Similar Provisions. In the event that Bonds of any series
are to be redeemed pursuant to Section 3. l(a) hereof or any
similar provision contained in any supplemental indenture, the
Trustee shall, at the direction of the Company, withdraw from the
Capital Account or the Investment Account maintained within the
Construction Fund in respect of such series of Bonds, or both,
and deposit into the Bond Fund amounts in the aggregate not
exceeding the aggregate principal amount of, and accrued interest
on, the Bonds of such series so to be redeemed, with advice to
the Issuer and the Company of such action, such withdrawals and
deposits to be made on the date specified in such direction.

     SECTION 6.6.   Redemption Upon Taxability of Interest. In
the event that Bonds of any series are to be redeemed pursuant to
Section 3. l(b) hereof, or any similar provision contained in any
supplemental indenture, the Trustee shall, at the direction of
the Company, withdraw from the Capital Account or the Investment
Account maintained within the Construction Fund in respect of
such series of Bonds, or both, and deposit into the Bond Fund
amounts in the aggregate not exceeding the aggregate principal
amount of, and accrued interest on, the Bonds so to be redeemed,
with advice to the Issuer and the Company of such action, such
withdrawals and deposits to be made on the date specified in such
direction.

     SECTION 6.7.   Acceleration of Bonds. In the event that the
principal of the Bonds shall have become due and payable pursuant
to Section 10.2 hereof, the Trustee may, and at the direction of
the holders of 25% in aggregate principal amount of Bonds
outstanding hereunder shall deposit into the Bond Fund all
amounts remaining in the Construction Fund, with advice to the
Issuer and the Company of such action.

     SECTION 6.8.   Refunding of Bonds. In the event that all
outstanding Bonds of any series are paid, redeemed or deemed to
have been paid within the meaning of Article IX hereof by reason
of the application of the proceeds of the sale of any obligations
issued by the Issuer under an indenture other than this
Indenture, the Trustee shall, at the direction of the Company,
withdraw all amounts remaining in the Capital Account and the
Investment Account maintained within the Construction Fund in
respect of such series of Bonds and deposit such amounts into
corresponding accounts in the construction, acquisition or other
similar fund created under the indenture under which such
obligations of the Issuer are issued, with advice to the Issuer
and the Company of such action, such withdrawals and deposits to
be made, in accordance with the provisions of such indenture, on
the date on which such Bonds are so paid, redeemed or deemed to
have been paid.

                           ARTICLE VII
                                
                           INVESTMENTS

     SECTION 7.1.   Investment of Moneys. (a) Moneys held for the
credit of the Construction Fund shall, upon direction by the
Authorized Company Representative, be invested and reinvested by
the Trustee in any one or more of the following obligations or
securities on which neither the Company nor any of its
subsidiaries is the obligor: (i) Government Securities; (ii)
interest bearing deposit accounts (which may be represented by
certificates of deposit) in national or state banks (which may
include the Trustee, any Paying Agent, and the Bond Registrar)
having a combined capital and surplus of not less than
$10,000,000, or savings and loan associations having total assets
of not less than $40,000,000; (iii) bankers' acceptances drawn on
and accepted by commercial banks (which may include the Trustee,
any Paying Agent, and the Bond Registrar) having a combined
capital and surplus of not less than $10,000,000; (iv) direct
obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, any State of the United
States of America, the District of Columbia or the Commonwealth
of Puerto Rico, or any political subdivision of any of the
foregoing, which are rated in any of the three highest rating
categories by a nationally recognized rating agency; (v)
obligations of any agency or instrumentality of the United States
of America; (vi) commercial or finance company paper which is
rated in any of the three highest rating categories by a
nationally recognized rating agency; (vii) corporate debt
securities rated in any of the three highest rating categories by
a nationally recognized rating agency; (viii) repurchase
agreements with banking or financial institutions having a
combined capital and surplus of not less than $10,000,000 (which
may include the Trustee, any Paying Agent, and the Bond
Registrar) with respect to any of the foregoing obligations or
securities, and (ix) money-market-type funds which limit their
investments to Government Securities. As used above, the
reference to rating categories shall mean generic categories
which may include numerical or other qualifications of ratings
within each such generic rating category such as "+" or "-". Such
investments shall have maturity dates, or shall be subject to
redemption by the holder at the option of the holder, on or prior
to the dates the moneys invested therein will be needed as
reflected by a statement of the Authorized Company Representa
tive, which statement must be on file with the Trustee prior to
any investment.

     (b)  Moneys held for the credit of any other fund or
account, including, without limitation, the Bond Fund, shall to
the extent practicable be invested and reinvested in Government
Securities which will mature, or which will be subject to
redemption at the option of the holder, not later than the date
or dates on which the money held for credit of the particular
fund shall be required for the purposes intended. The Trustee
shall so invest and reinvest pursuant to instructions from the
Authorized Company Representative.

     (c)  Obligations so purchased as an investment of moneys in
any fund or account shall be deemed at all times a part of such
fund or account. Subject to the provisions of Section 6.2 hereof,
any profit and income realized from such investments shall be
credited to such fund or account and any loss shall be charged to
such fund or account.

     SECTION 7.2.   Arbitrage Law Requirements. In compliance
with the provisions of Section 148 of the Code and applicable
regulations promulgated thereunder, all investments and
reinvestments made under this Article VII shall be subject to the
following:

          (a)  In the event that the Issuer or the Company is of
     the opinion that it is necessary or advisable to restrict or
     limit the yield on the investment of any moneys held in the
     Construction Fund, the Bond Fund or any other fund in order
     to avoid the Bonds being considered "arbitrage bonds" within
     the meaning of Section 148 of the Code, or any proposed,
     temporary or final regulations thereunder as such
     regulations may apply to obligations issued as of the date
     of original issuance and delivery of the Bonds, the Issuer
     or the Company may issue to the Trustee a written
     certificate to such effect together with appropriate written
     instructions, in which event the Trustee shall take such
     action as is necessary so as to restrict or limit the yield
     on such investment in accordance with such certificate and
     instructions, irrespective of whether the Trustee shares
     such opinion.
     
          (b)  The Trustee shall establish and maintain within
     the Bond Fund, the Construction Fund or any other fund, in
     respect of each series of Bonds issued hereunder, a separate
     account into which shall be deposited as and when received
     any amounts which are subject or could be subject to rebate
     to the United States of America under Section 1 48(f)(6) of
     the Code, which amounts shall be held in such separate
     accounts until paid to the United States of America pursuant
     to said Section or until the Trustee determines that no such
     payment is required. Moneys in such separate account within
     the Construction Fund shall be subject to prior withdrawal
     to pay the Cost of Construction in accordance with the
     provisions of the Sale Agreement; provided, however, that no
     withdrawal for such purpose shall be permitted unless and
     until (i) all other moneys in the Construction Fund,
     together with any other moneys constituting gross proceeds
     (within the meaning of Section 148(i3 of the Code) have
     first been so used within six (6) months of the date of
     issuance of the Bonds as provided in Section 1 48(f)(4)(B)
     of the Code, or (ii) the Company shall furnish an opinion of
     Bond Counsel to the Trustee to the effect that such moneys
     will not be subject to rebate to the United States of
     America under Section 148(f) of the Code and applicable
     regulations promulgated thereunder.
     
          (c)  The Issuer and the Trustee shall not make or agree
     to make any payments or participate in any non-arms-length
     transaction which would have the effect of reducing the
     earnings on investments, thereby reducing the amount
     required to be rebated to the United States of America under
     Section 148(f) of the Code and applicable regulations
     promulgated thereunder.
     
          (d)  The Company has undertaken in the Sale Agreement
     to make the determinations required by paragraph (b) of this
     Section 7.2 and to provide statements to the Trustee to the
     effect that all actions with respect to the Bonds required
     by Section 148(f) of the Code have been taken. The Trustee
     shall be entitled to rely upon such determinations and
     statements as sufficient evidence of the facts therein
     contained.

                          ARTICLE VIII
                                
                      RIGHTS OF THE COMPANY

     SECTION 8.1.   Rights of Company Under Sale Agreement.
Nothing herein contained shall be deemed to impair the rights and
privileges of the Company set forth in the Sale Agreement and an
Event of Default hereunder shall not constitute an "Event of
Default" under the Sale Agreement unless by the terms of the Sale
Agreement it constitutes an "Event of Default" thereunder.

     SECTION 8.2.   Enforcement of Rights and Obligations. The
Issuer and the Trustee agree that the Company in its own name or
in the name of the Issuer may enforce all of the rights of the
Issuer, all obligations of the Trustee, and all of the Company's
rights provided for in this Indenture.

                           ARTICLE IX
                                
                        DISCHARGE OF LIEN

     SECTION 9.1.   Discharge of Lien. If the Issuer shall pay or
cause to be paid to the holders and owners of the Bonds the
principal of and premium, if any, and interest to become due
thereon at the times and in the manner stipulated therein, and if
the Issuer shall keep, perform and observe all and singular the
covenants and promises in the Bonds and in this Indenture
expressed as to be kept, performed and observed by it on its part
and shall pay or cause to be paid all other sums payable
hereunder by the Issuer, then these presents and the estate and
rights hereby granted shall cease, terminate and be void, and
thereupon the Trustee shall cancel and discharge the lien of this
Indenture, and execute and deliver to the Issuer such instruments
in writing as shall be requisite to satisfy the lien hereof, and
reconvey to the Issuer the estate hereby conveyed, and assign and
deliver to the Issuer any property at the time subject to the
lien of this Indenture which may then be in its possession,
except moneys or Government Securities held by it for the payment
of the principal of and premium, if any, and interest on the
Bonds.

     Any Bond shall be deemed to be paid within the meaning of
this Article IX when payment of the principal of and premium, if
any, and interest on such Bond (whether at maturity or upon
redemption as provided in this Indenture, or otherwise), either
(a) shall have been made or caused to be made in accordance with
the terms thereof, or (b) shall have been provided for by
irrevocably depositing with the Trustee, in trust and irrevocably
set aside exclusively for such payment, (i) moneys sufficient to
make such payment or (ii) Government Securities (provided that in
either case the Trustee shall have received an opinion of Bond
Counsel to the effect that such deposit will not affect the
exclusion of the interest on any of the Bonds from gross income
for purposes of federal income taxation or cause any of the Bonds
to be treated as arbitrage bonds within the meaning of Section
148(a) of the Code) maturing as to principal and interest in such
amounts and at such times as will provide sufficient moneys to
make such payment when due, and all necessary and proper fees,
compensation and expenses of the Trustee and any Paying Agent
pertaining to the Bonds with respect to which such deposit is
made and all other liabilities of the Company under the Sale
Agreement, pertaining to the Bonds with respect to which such
deposit is made, shall have been paid or the payment thereof
provided for to the satisfaction of the Trustee. No deposit under
(b) above shall constitute such discharge and satisfaction until
the Company shall have irrevocably notified the Trustee of the
date for payment of such Bond either at maturity or on a date on
which such Bond may be redeemed in accordance with the provisions
hereof and notice of such redemption shall have been given or
irrevocable provisions shall have been made for the giving of
such notice.

     The Issuer or the Company may at any time surrender to the
Trustee for cancellation by it any Bonds previously authenticated
and delivered hereunder, which the Issuer or the Company may have
acquired in any manner whatsoever, and such Bonds, upon such
surrender and cancellation, shall be deemed to be paid and
retired.

                            ARTICLE X
                                
                 DEFAULT PROVISIONS AND REMEDIES
                   OF TRUSTEE AND BONDHOLDERS

     SECTION 10.1.  Events of Default. Each of the following
events shall constitute and is referred to in this Indenture as
an "Event of Default":

          (a)  default in the due and punctual payment of any
     interest on any Bond hereby secured and outstanding and the
     continuance thereof for a period of sixty (60) days;
     
          (b)  default in the due and punctual payment of the
     principal of and premium, if any, on any Bond hereby secured
     and outstanding, whether at the stated maturity thereof, or
     upon unconditional proceedings for redemption thereof, or
     upon the maturity thereof by acceleration,
     
          (c)  an "Event of Default" as such term is defined in
     Section 8.1(a), (c) or (d) of the Sale Agreement, or
     
          (d)  default in the payment of any other amount
     required to be paid under this Indenture or in the
     performance or observance of any other of the covenants,
     agreements or conditions contained in this Indenture, or in
     the Bonds issued under this Indenture, and continuance
     thereof 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 Issuer and the
     Company by the Trustee, which may give such notice in its
     discretion and shall give such notice at the written request
     of holders of not less than 10% in aggregate principal
     amount of the Bonds then outstanding, unless the Trustee, or
     the Trustee and holders of an aggregate principal amount of
     Bonds not less than the aggregate principal amount of Bonds
     the holders of which requested such notice, as the case may
     be, shall agree in writing to an extension of such period
     prior to its expiration; provided, however, that the
     Trustee, or the Trustee and the holders of such principal
     amount of Bonds, as the case may be, shall be deemed to have
     agreed to an extension of such period if corrective action
     is instituted by the Issuer, or the Company on behalf of the
     Issuer, within such period and is being diligently pursued.

     The term "default" as used in clauses (a), (b) and (d) above
shall mean default by the Issuer in the performance or observance
of any of the covenants, agreements or conditions on its part
contained in this Indenture, or in the Bonds outstanding
hereunder, exclusive of any period of grace required to
constitute a default an "Event of Default" as hereinabove
provided.

     SECTION 10.2.  Acceleration. Upon the occurrence and during
the continuance of an Event of Default described in clause (a),
(b) or (c) of the first paragraph of Section 10.1 hereof, the
Trustee may, and upon the written request of the holders of not
less than twenty-five percent (25%) in aggregate principal amount
of Bonds then outstanding shall, by notice in writing delivered
to the Issuer and the Company, declare the principal of all Bonds
then outstanding and the accrued interest thereon to the date of
declaration immediately due and payable; provided, however, that
the holders of Bonds then outstanding may waive any such Event of
Default and rescind such declaration and its consequences as
provided in Section 10.11 hereof.

     SECTION 10.3.  Other Remedies. Rights of Bondholders. Upon
the occurrence and during the continuance of an Event of Default,
the Trustee may, in addition or as an alternative, pursue any
available remedy by suit at law or in equity to enforce the
payment of the principal of and premium, if any, and interest on
the Bonds then outstanding hereunder, then due and payable.

     If an Event of Default shall have occurred, and if it shall
have been requested so to do by the holders of 25% in aggregate
principal amount of Bonds outstanding hereunder and shall have
been indemnified as provided in Section 11.1 hereof, the Trustee
shall be obligated to exercise such one or more of the rights and
powers conferred upon it by this Section 10.3 as the Trustee,
being advised by counsel, shall deem most expedient in the
interests of the bondholders.

     No remedy by the terms of this Indenture conferred upon or
reserved to the Trustee (or to the Bondholders) is intended to be
exclusive of any other remedy, but each and every such remedy
shall be cumulative and shall be in addition to any other remedy
given hereunder 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 default or Event of Default shall impair any such right
or power or shall be construed to be a waiver of any such Event
of Default or acquiescence therein; and every such right and
power may be exercised from time to time and as often as may be
deemed expedient.

     No waiver of any Event of Default hereunder, whether by the
Trustee or by the Bondholders, shall extend to or shall affect
any subsequent default or Event of Default or shall impair any
rights or remedies consequent thereon.

     SECTION 10.4.  Right of Bondholders to Direct Proceedings.
Anything in this Indenture to the contrary notwithstanding, the
holders of a majority in aggregate principal amount of Bonds
outstanding hereunder shall have the right, at any time, by an
instrument or instruments in writing executed and delivered to
the Trustee, to direct the method and place of conducting all
proceedings to be taken in connection with the enforcement of the
terms and conditions of this Indenture, or for the appointment of
a receiver or any other proceeding hereunder; provided that such
direction shall not be otherwise than in accordance with the
provisions of law and of this Indenture.

     SECTION 10.5 .      Appointment of Receiver. Upon the
occurrence and continuance of an Event of Default, and upon the
filing of a suit or other commencement of judicial proceedings to
enforce the rights of the Trustee and of the Bondholders under
this Indenture, the Trustee shall be entitled, as a matter of
right, to the appointment of a receiver or receivers of the Trust
Estate and of the tolls, rents, revenues, issues, earnings,
income, products and profits thereof, pending such proceedings
with such powers as the court making such appointment shall
confer.

     SECTION 10.6.  Waiver. In case of an Event of Default on the
part of the Issuer, as aforesaid, to the extent that such rights
may then lawfully be waived, neither the Issuer nor anyone
claiming through it or under it shall or will set up, claim, or
seek to take advantage of any appraisement, valuation, stay,
extension or redemption laws now or hereafter in force, in order
to prevent or hinder the enforcement of this Indenture, but the
Issuer, for itself and all who may claim through or under it,
hereby waives, to the extent that it lawfully may do so, the
benefit of all such laws and all right of appraisement and
redemption to which it may be entitled under the laws of the
State of Louisiana.

     SECTION 10.7.  Application of Moneys. Available moneys
subject to the lien of this Indenture remaining after discharge
of costs, charges and liens prior to this Indenture shall be
applied by the Trustee as follows:

          (a)  Unless the principal of all the Bonds shall have
     become due and payable, all such moneys shall be applied:

          First: To the payment to the persons entitled thereto
          of all installments of interest then due, in the order
          of the maturity of the installments of such interest,
          and, if the amount available shall not be sufficient to
          pay in full any particular installment, then to the
          payment ratably, according to the amounts due on such
          installment, to the persons entitled thereto, without
          any discrimination or privilege;
          
          Second: To the payment to the persons entitled thereto
          of the unpaid principal of any of the Bonds which shall
          have become due (other than Bonds called for redemption
          for the payment of which moneys are held pursuant to
          the provisions of this Indenture), in the order of
          their due dates, with interest on such Bonds from the
          respective dates upon which they become due, and, if
          the amount available shall not be sufficient to pay in
          full Bonds due on any particular date, together with
          such interest, then to the payment ratably, according
          to the amount of principal due on such date, to the
          persons entitled thereto without any discrimination or
          privilege of any Bond over any other Bond and without
          preference or priority of principal over interest or of
          interest over principal, and
          
          Third: To the payment of the interest on and the
          principal of the Bonds, and to the redemption of Bonds,
          all in accordance with the provisions of Article V
          hereof.

          (b)  If the principal of all the Bonds shall have
     become due and payable, all such moneys shall be applied to
     the payment of the principal and interest then due and
     unpaid upon the Bonds, without preference or priority of
     principal over interest or of interest over principal, or of
     any installment of interest over any other installment of
     interest, or of any Bond over any other Bond, ratably,
     according to the amounts due respectively for principal and
     interest, to the persons entitled thereto without
     discrimination or privilege.
     
          (c)  If the principal of all the Bonds shall have
     become due and payable, and if acceleration of the maturity
     of the Bonds by reason of an Event of Default shall
     thereafter have been rescinded and annulled under the
     provisions of this Article X, then, subject to the
     provisions of paragraph (b) of this Section 10.7 in the
     event that the principal of all the Bonds shall later become
     due and payable, the moneys shall be applied in accordance
     with the provisions of paragraph (a) of this Section 10.7.

     Whenever moneys are to be applied by the Trustee pursuant to
the provisions of this Section 10.7, such moneys shall be applied
by it at such times, and from time to time, as it shall
determine, having due regard to the amount of such moneys
available for application and the likelihood of additional moneys
becoming available for such application in the future. Whenever
the Trustee shall apply such funds, it shall fix the date (which
shall be an interest payment date unless it shall deem another
date more suitable) upon which such application is to be made and
upon such date interest on the amounts of principal paid on such
date shall cease to accrue. The Trustee shall give such notice as
it may deem appropriate of the deposit with it of any such moneys
and of the fixing of any such date and shall not be required to
make payment to the holder of any Bond until such Bond shall be
presented to the Trustee for appropriate endorsement or for
cancellation if fully paid.

     SECTION l0. 8.      Remedies Vested in Trustee. All rights
of action (including the right to file proof of claims) under
this Indenture or under any of the Bonds may be enforced by the
Trustee without the possession of any of the Bonds or the
production thereof in any trial or other proceeding relating
thereto and any such suit or proceeding instituted by the Trustee
shall be brought in its name as Trustee, without the necessity of
joining as plaintiffs or defendants any holders of the Bonds
hereby secured, and any recovery of judgment shall be for the
equal and ratable benefit of the holders of the outstanding
Bonds.

     SECTION 10.9.  Rights and Remedies of Bondholders. No holder
of any Bond shall have any right to institute any suit, action or
proceeding in equity or at law for the enforcement of this
Indenture or for the execution of any trust hereof or for the
appointment of a receiver or any other remedy hereunder, unless a
default has occurred of which the Trustee has been notified as
provided in subsection (g) of Section 11.1 hereof, or of which by
said subsection it is deemed to have notice, nor unless such
default shall have become an Event of Default and the holders of
25% in aggregate principal amount of Bonds outstanding hereunder
shall have made written request to the Trustee and shall have
offered it reasonable opportunity either to proceed to exercise
the powers hereinbefore granted or to institute such action, suit
or proceeding in its own name, nor unless also they have offered
to the Trustee indemnity as provided in Section 11.1 hereof, nor
unless also the Trustee shall thereafter fail or refuse to
exercise the powers hereinbefore granted, or to institute such
action, suit or proceeding in its own name; and such
notification, request and offer of indemnity are hereby declared
in every such case at the option of the Trustee to be conditions
precedent to the execution of the powers and trusts of this
Indenture, and to any action or cause of action for the
enforcement of this Indenture or for the appointment of a
receiver or for any other remedy hereunder; it being understood
and intended that no one or more holders of the Bonds shall have
any right in any manner whatsoever to affect, disturb or
prejudice the lien of this Indenture by his or their action or to
enforce any right hereunder except in the manner herein provided,
and that all proceedings at law or in equity shall be instituted,
held and maintained in the manner herein provided for the equal
and ratable benefit of the holders of all Bonds outstanding
hereunder. Nothing in this Indenture contained shall, however,
affect or impair the right of any Bondholders to enforce the
payment of the principal of and interest on any Bonds at and
after the maturity thereof, or the obligation of the Issuer to
pay the principal of and interest on each of the Bonds issued
hereunder to the respective holders thereof at the time, place,
from the source and in the manner in said Bonds expressed.

     SECTION 10.10. Termination of Proceedings. In case the
Trustee shall have proceeded to enforce any right under this
Indenture by the appointment of a receiver or otherwise, and such
proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee,
then and in every such case the Issuer and the Trustee shall be
restored to their former positions and rights hereunder with
respect to the property herein conveyed, and all rights, remedies
and powers of the Trustee shall continue as if no such
proceedings had been taken, except to the extent the Trustee is
legally bound by such adverse determination.

     SECTION 10.11. Waivers of Events of Default. To the extent
not precluded by law, the Trustee may in its discretion waive any
Event of Default hereunder and its consequences and rescind any
declaration of maturity of principal, and shall do so upon the
written request of the holders of not less than a majority in
aggregate principal amount of all the Bonds then outstanding;
provided, however, that there shall not be waived (a) any Event
of Default in the payment of the principal or premium, if any, of
any outstanding Bonds at the date of maturity specified therein
or the date fixed for redemption thereof or (b) any Event of
Default in the payment when due of interest on any such Bonds,
unless prior to such waiver or rescission, all arrears of
interest, or all arrears of payment of principal then due, as the
case may be, together with interest on overdue principal (to the
extent permitted by law) at the rate of interest borne by the
respective Bonds, and all Administration Expenses of the Trustee
in connection with such Event of Default shall have been paid or
provided for, and in case of any such waiver or rescission, or in
case any proceeding taken by the Trustee on account of any such
Event of Default shall have been discontinued or abandoned or
determined adversely, then and in every such case the Issuer, the
Trustee and the Bondholders shall be restored to their former
positions and rights hereunder, respectively, but no such waiver
or rescission shall extend to any subsequent or other Event of
Default, or impair any right consequent thereon.

                           ARTICLE XI
                                
                  THE TRUSTEE AND PAYING AGENTS

     SECTION 11.1.  Acceptance of Trusts. The Trustee hereby
accepts the trust imposed upon it by this Indenture, and agrees
to perform said trust (i) except during the continuance of an
Event of Default as an ordinarily prudent trustee under a
corporate mortgage, and (ii) during the continuance of an Event
of Default, with the same degree of care and skill in the
exercise of its rights hereunder as a prudent man would exercise
or use under the circumstances in the conduct of his affairs, but
only upon and subject to the following expressed terms and
conditions:

          (a)  The Trustee may execute any of the trusts or
     powers hereof and perform any duties required of it by or
     through attorneys, agents, receivers or employees, and shall
     be entitled to advice of counsel concerning all matters of
     trusts hereof and its duties hereunder, and may in all cases
     pay reasonable compensation to all such attorneys, agents,
     receivers and employees as may reasonably be employed in
     connection with the trusts hereof. The Trustee may act upon
     the opinion or advice of any attorney, surveyor, engineer or
     accountant selected by it in the exercise of reasonable
     care, or, if selected or retained by the Issuer prior to the
     occurrence of a default of which the Trustee has been
     notified as provided in subsection (g) of this Section 11.1,
     or of which by said subsection the Trustee is deemed to have
     notice, approved by the Trustee in the exercise of such
     care. The Trustee shall not be responsible for any loss or
     damage resulting from an action or non-action in accordance
     with any such opinion or advice.
     
          (b)  The Trustee shall not be responsible for any
     recital herein, or in the Bonds (except in respect to the
     certificate of the Trustee endorsed on such Bonds), or for
     insuring the property herein conveyed or collecting any
     insurance moneys, or for the validity of the execution by
     the Issuer of this Indenture or of any supplemental
     indentures or instrument of further assurance, or for the
     sufficiency of the security for the Bonds issued hereunder
     or intended to be secured hereby, or for the value of the
     title of the property herein conveyed or otherwise as to the
     maintenance of the security hereof; except that in the event
     the Trustee enters into possession of a part or all of the
     property herein conveyed pursuant to any provision of this
     Indenture, it shall use due diligence in preserving such
     property; and the Trustee shall not be bound to ascertain or
     inquire as to the performance or observance of any
     covenants, conditions and agreements aforesaid as to the
     condition of the property herein conveyed.
     
          (c)  The Trustee (not in its capacity as trustee) may
     become the owner of Bonds secured hereby with the same
     rights which it would have if not Trustee.
     
          (d)  The Trustee shall be protected in acting upon any
     notice, request, consent, certificate, order, affidavit,
     letter, telegram or other paper or document believed by it,
     in the exercise of reasonable care, to be genuine and
     correct and to have been signed or sent by the proper person
     or persons. Any action taken by the Trustee pursuant to this
     Indenture upon the request or authority or consent of the
     owner of any Bond secured hereby, shall be conclusive and
     binding upon all future owners of the same Bond and upon
     Bonds issued in exchange therefor or in place thereof.
     
          (e)  As to the existence or non-existence of any fact
     or as to the sufficiency or validity of any instrument,
     paper or proceeding, the Trustee shall be entitled to rely
     upon a certificate of the Issuer signed by the Parish
     President and attested by the Secretary of the Parish
     Council, as sufficient evidence of the facts therein
     contained and prior to the occurrence of a default of which
     it has been notified as provided in subsection (g) of this
     Section 11 . 1 , or of which by that subsection it is deemed
     to have notice, and shall also be at liberty to accept a
     similar certificate to the effect that any particular
     dealing, transaction or action is necessary or expedient,
     but may at its discretion, at the reasonable expense of the
     Issuer, in every case secure such further evidence as it may
     think necessary or advisable but shall in no case be bound
     to secure the same. The Trustee may accept a certificate of
     the Secretary of the Parish Council under its seal to the
     effect that a resolution or ordinance in the form therein
     set forth has been adopted by the Issuer as conclusive
     evidence that such resolution or ordinance has been duly
     adopted, and is in full force and effect.
     
          (f)  The permissive right of the Trustee to do things
     enumerated in this Indenture shall not be construed as a
     duty of the Trustee.
     
          (g)  The Trustee shall not be required to take notice
     or be deemed to have notice of any default hereunder (except
     a default under clause (a) or (b) of the first paragraph of
     Section 10.1 hereof concerning which the Trustee shall be
     deemed to have notice) unless the Trustee shall be
     specifically notified in writing of such default by the
     Issuer or by the holders of at least 10% in aggregate
     principal amount of Bonds outstanding hereunder and all
     notices or other instruments required by this Indenture to
     be delivered to the Trustee must, in order to be effective,
     be delivered to the office of the Trustee, and in the
     absence of such notice so delivered, the Trustee may
     conclusively assume there is no such default except as
     aforesaid.
     
          (h)  The Trustee shall not be personally liable for any
     debts contracted or for damages to persons or to personal
     property injured or damaged, or for salaries or
     non-fulfillment of contracts during any period in which it
     may be in the possession of or managing the real and
     tangible personal property as in this Indenture provided.
     
          (i)  At any and all reasonable times the Trustee, and
     its duly authorized agents, attorneys, experts, engineers,
     accountants and representatives, shall have the right fully
     to inspect any and all of the property herein conveyed,
     including all books, papers and records of the Issuer
     pertaining to the Facilities and the Bonds, and to take such
     memoranda from and in regard thereto as may be desired,
     provided, however, that nothing contained in this subsection
     or in any other provision of this Indenture shall be
     construed to entitle the above named persons to any
     information or inspection involving the confidential
     know-how or expertise or proprietary secrets of the Company.
     
          (j)  The Trustee shall not be required to give any bond
     or surety in respect of the execution of the said trusts and
     powers or otherwise in respect of the premises.
     
          (k)  Notwithstanding anything elsewhere in this
     Indenture contained, the Trustee shall have the right, but
     shall not be required, to demand, in respect of the
     authentication of any Bonds, the withdrawal of any cash, the
     release of any property, or any action whatsoever within the
     purview of this Indenture, any showings, certificates,
     opinions, appraisals, or other information, or corporate
     action or evidence thereof, in addition to that by the terms
     hereof required as a condition of such action by the
     Trustee, deemed desirable for the purpose of establishing
     the right of the Issuer to the authentication of any Bonds,
     the withdrawal of any cash, the release of any property, or
     the taking of any other action by the Trustee. Before taking
     such action hereunder, the Trustee may require that it be
     furnished an indemnity bond satisfactory to it for the
     reimbursement to it of all expenses to which it may be put
     and to protect it against all liability, except liability
     which is adjudicated to have resulted from the negligence or
     willful default of the Trustee, by reason of any action so
     taken by the Trustee.

     SECTION 11.2.  Fees. Charges and Expenses of Trustee and
Paying Agents. The Trustee and any Paying Agent shall be entitled
to payment and/or reimbursement for reasonable fees for services
rendered hereunder and all advances, counsel fees and other
expenses reasonably and necessarily made or incurred in and about
the execution of the trusts created by this Indenture. The Issuer
has made provisions in the Sale Agreement for the payment of such
Administration Expenses and reference is hereby made to the Sale
Agreement for the provisions so made. In this regard, it is
understood that the Issuer pledges no funds or revenues other
than those derived from and the avails of the Trust Estate to the
payment of any obligation of the Issuer set forth in this
Indenture, including the obligations set forth in this Section
11.2, but nothing herein shall be construed as prohibiting the
Issuer from using any other funds and revenues for the payment of
any of its obligations under this Indenture. Upon an Event of
Default, but only upon an Event of Default, the Trustee and the
Paying Agents shall have a first lien with right of payment prior
to payment on account of principal or interest of any Bond issued
hereunder upon the Trust Estate for such reasonable and necessary
advances, fees, costs and expenses incurred by them respectively.

     SECTION 11.3.  Notice to Bondholders of Default. The Trustee
shall be required to make demand upon and give notice to the
Company and each registered owner of Bonds then outstanding as
follows:

          (a)  If the Company shall fail to make any installment
     payment under the Sale Agreement on the day such payment is
     due and payable, the Trustee shall give notice to and make
     demand upon the Company on the next succeeding business day.
     
          (b)  If a default occurs of which the Trustee is
     pursuant to the provisions of Section 1 1. I(g) hereof
     deemed to have or is given notice, the Trustee shall
     promptly give notice to the Company and to the Bondholders.

     SECTION 11.4.  Intervention by Trustee. In any judicial
proceeding to which the Issuer is a party and which in the
opinion of the Trustee and its counsel has a substantial bearing
on the interests of holders of Bonds issued hereunder, the
Trustee may intervene on behalf of Bondholders and shall do so if
requested in writing by the holders of at least 10% of the
aggregate principal amount of Bonds outstanding hereunder. The
rights and obligations of the Trustee under this Section 1 1.4
are subject to the approval of the court having jurisdiction in
the premises.

     SECTION 11.5.  Merger or Consolidation of Trustee. Any bank
or trust company with which the Trustee may be merged, or with
which it may be consolidated, or to which it may sell or transfer
its trust business and assets as a whole or substantially as a
whole, or any bank or trust company resulting from any such sale,
merger, consolidation or transfer to which the Trustee is a
party, ipso facto, shall be and become successor trustee
hereunder and vested with all of the title to the whole property
or Trust Estate and all the trusts, powers, discretions,
immunities, privileges, and all other matters as was its
predecessor, without the execution or filing of any instrument or
any further act, deed or conveyance on the part of any of the
parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such successor trustee shall have capital
and surplus of at least $10,000,000.

     SECTION 11.6.  Resignation by Trustee. The Trustee and any
successor trustee may at any time resign from the trusts hereby
created by giving thirty (30) days written notice to the Issuer
and to the Company, and such resignation shall take effect at the
end of such thirty (30) days, or upon the earlier appointment of
a successor trustee by the Bondholders or by the Issuer. Such
notice may be served personally or sent by registered mail.

     SECTION 11.7.  Removal of Trustee. The Trustee may be
removed at any time by an instrument or concurrent instruments in
writing delivered to the Trustee and to the Issuer, and signed by
the holders of a majority in aggregate principal amount of Bonds
outstanding hereunder.

     SECTION 11.8.  Appointment of Successor Trustee; Temporary
Trustee. In case the Trustee hereunder shall resign or be
removed, or be dissolved, or shall be in course of dissolution or
liquidation, or otherwise become incapable of acting hereunder,
or in case it shall be taken under the control of any public
officer or officers, or of a receiver appointed by the court, a
successor may be appointed by the holders of a majority in
aggregate principal amount of Bonds outstanding hereunder, by an
instrument or concurrent instruments in writing signed by such
holders, or by their attorneys in fact, duly authorized;
provided, nevertheless, that in case of such vacancy the Issuer,
subject to the approval of the Company, by an instrument executed
and signed by the Parish President and attested by the Secretary
of the Parish Council under its seal, shall appoint a temporary
trustee to fill such vacancy until a successor trustee shall be
appointed by the Bondholders in the manner above provided; and
any such temporary trustee so appointed by the Issuer shall
immediately and without further act be superseded by the trustee
so appointed by such Bondholders. Every such temporary trustee
and every such successor trustee shall be a trust company or bank
in good standing, having capital and surplus of not less than
$10,000,000 if there be such an institution willing, qualified
and able to accept the trusts upon reasonable and customary
terms.

     SECTION 11.9.  Concerning Any Successor Trustee. Every
successor or temporary trustee appointed hereunder shall execute,
acknowledge and deliver to its predecessor and also to the Issuer
an instrument in writing accepting such appointment hereunder,
and thereupon such successor or temporary trustee, without any
further act or conveyance, shall become fully vested with all the
estates, properties, rights, powers, trusts, duties and
obligations of its predecessor; but such predecessor shall,
nevertheless, on the written request of the Issuer or of its
successor trustee, execute and deliver an instrument transferring
to such successor all the estate, properties, rights, powers and
trusts of such predecessor hereunder; and every predecessor
trustee shall deliver all securities, moneys and any other
property held by it as trustee hereunder to its successor. Should
any instrument in writing from the Issuer be required by any
successor trustee for more fully and certainly vesting in such
successor the estates, rights, powers and duties hereby vested or
intended to be vested in the predecessor trustee, any and all
such instruments in writing shall, on request, be executed,
acknowledged and delivered by the Issuer. The resignation of any
trustee and the instrument or instruments removing any trustee
and appointing a successor hereunder, together with all other
instruments provided for in this Article XI shall, at the expense
of the Issuer, be forthwith filed and/or recorded by the
successor trustee in each recording office where this Indenture
shall have been filed and/or recorded.

     SECTION 11.10. Reliance Upon Instruments. The resolutions,
opinions, certificates and other instruments provided for in this
Indenture may be accepted and relied upon by the Trustee as
conclusive evidence of the facts and conclusions stated therein
and shall be full warrant, protection and authority to the
Trustee for its actions taken hereunder.

     SECTION 11.11. Appointment of Co-Trustee. The Issuer and the
Trustee shall have power to appoint and upon the request of the
Trustee the Issuer shall for such purpose join with the Trustee
in the execution of all instruments necessary or proper to
appoint another corporation or one or more persons approved by
the Trustee, and satisfactory to the Company so long as there is
no termination of the interest of the Company by virtue of an
Event of Default or otherwise, either to act as co-trustee or
co-trustees jointly with the Trustee of all or any of the
property subject to the lien hereof, or to act as separate
trustee or co-trustee of all or any such property, with such
powers as may be provided in the instrument of appointment and to
vest in such corporation or person or persons as such separate
trustee or co-trustee any property, title, right or power deemed
necessary or desirable. In the event that the Issuer shall not
have joined in such appointment within fifteen ( 15) days after
the receipt by it of a request so to do, the Trustee alone shall
have the power to make such appointment. Should any deed,
conveyance or instrument in writing from the Issuer be required
by any separate trustee or co-trustee so appointed for more fully
and certainly vesting in and confirming to him or to it such
properties, rights, powers, trusts, duties and obligations, any
and all such deeds, conveyances and instruments in writing shall,
on request, be executed, acknowledged and delivered by the
Issuer. Every such co-trustee and separate trustee shall, to the
extent permitted by law, be appointed subject to the following
provisions and conditions, namely:

          (1)  The Bonds shall be authenticated and delivered,
     and all powers, duties, obligations and rights conferred
     upon the Trustee in respect of the custody of all money and
     securities pledged or deposited hereunder shall be
     exercised, solely by the Trustee; and
     
          (2)  The Trustee, at any time by an instrument in
     writing, may remove any such separate trustee or co-trustee.

     Every instrument, other than this Indenture, appointing any
such co-trustee or separate trustee, shall refer to this
Indenture and the conditions of this Article XI expressed, and
upon the acceptance in writing by such separate trustee or
co-trustee, he, they or it shall be vested with the estate or
property specified in such instrument, jointly with the Trustee
(except insofar as local law makes it necessary for any separate
trustee to act alone), subject to all the trusts, conditions and
provisions of this Indenture. Any such separate trustee or
co-trustee may at any time, by an instrument in writing,
constitute the Trustee as his, their or its agent or
attorney-in-fact with full power and authority, to the extent
authorized by law, to do all acts and things and exercise all
discretion authorized or permitted by him, them or it, for and on
behalf of him, them or it and in his, their or its name. In case
any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all the estate, properties, rights,
powers, trusts, duties and obligations of said separate trustee
or co-trustee shall vest in and be exercised by the Trustee until
the appointment of a new trustee or a successor to such separate
trustee or co-trustee.

     SECTION 11.12. Designation and Succession of Paying Agents.
The Trustee and any other banks or trust companies, if any,
designated as Paying Agent or Paying Agents in any supplemental
indenture providing for the issuance of Additional Bonds as
provided in Section 2.11 hereof or in an instrument appointing a
successor Trustee, shall be the Paying Agent or Paying Agents for
the applicable series of Bonds.

     Any bank or trust company with which or into which any
Paying Agent may be merged or consolidated, or to which the
assets and business of such Paying Agent may be sold, shall be
deemed the successor of such Paying Agent for the purposes of
this Indenture. If the position of Paying Agent shall become
vacant for any reason, the Issuer shall, within thirty (30) days
thereafter, appoint such bank or trust company as shall be
specified by the Company as such Paying Agent to fill such
vacancy; provided, however, that, if the Issuer shall fail to
appoint such Paying Agent within said period, the Trustee shall
make such appointment.

     The Paying Agents shall enjoy the same protective provisions
in the performance of their duties hereunder as are specified in
Section 11 . 1 hereof with respect to the Trustee insofar as such
provisions may be applicable.

     SECTION 11.13. Several Capacities. Anything in this
Indenture to the contrary notwithstanding, the same entity may
serve hereunder as the Trustee, the Paying Agent, and the Bond
Registrar and in any other combination of such capacities, to the
extent permitted by law.

                           ARTICLE XII
                                
                     SUPPLEMENTAL INDENTURES

     SECTION 12.1.  Supplemental Indentures Without Bondholder
Consent. The Issuer and the Trustee may, from time to time and at
any time, without the consent of or notice to the Bondholders,
enter into supplemental indentures as follows:

          (a)  to cure any formal defect, omission, inconsistency
     or ambiguity in this Indenture;
     
          (b)  to grant to or confer or impose upon the Trustee
     for the benefit of the bondholders any additional rights,
     remedies, powers, authority, security, liabilities or duties
     which may lawfully be granted, conferred or imposed and
     which are not contrary to or inconsistent with this
     Indenture as theretofore in effect, provided that no such
     additional liabilities or duties shall be imposed upon the
     Trustee without its consent;
     
          (c)  to add to the covenants and agreements of, and
     limitations and restrictions upon, the Issuer in this
     Indenture other covenants, agreements, limitations and
     restrictions to be observed by the Issuer which are not
     contrary to or inconsistent with this Indenture as
     theretofore in effect;
     
          (d)  to confirm, as further assurance, any pledge
     under, and the subjection to any claim, lien or pledge
     created or to be created by, this Indenture, of the Revenues
     of the Issuer from the Sale Agreement or of any other
     moneys, securities or funds;
     
          (e)  to authorize the issuance and sale of one or more
     series of Additional Bonds;
     
          (f)  to comply with the requirements of the Trust
     Indenture Act of 1939, as from time to time amended;
     
          (g)  to provide for the registration and registration
     of transfer of the Bonds through a book-entry or similar
     method, whether or not the Bonds are evidenced by
     certificates; or
     
          (h)  to modify, alter, amend or supplement this
     Indenture in any other respect which is not materially
     adverse to the Bondholders and which does not involve a
     change described in clause (a), (b), (c), (d), (e) or (f) of
     Section 12.2 hereof and which, in the judgment of the
     Trustee, is not to the prejudice of the Trustee.

     SECTION 12.2.  Supplemental Indentures Requiring Bondholder
Consent. Subject to the terms and provisions contained in this
Section 12.2, and not otherwise, the holders of not less than a
majority in aggregate principal amount of the Bonds then
outstanding shall have the right, from time to time, anything
contained in this Indenture to the contrary notwithstanding, to
consent to and approve the execution by the Issuer and the
Trustee of such indenture or indentures supplemental hereto as
shall be deemed necessary and desirable by the Issuer for the
purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions
contained in this Indenture or in any supplemental indenture;
provided, however, that nothing herein contained shall permit, or
be construed as permitting, unless approved by the holders of all
Bonds then outstanding (a) an extension of the maturity (or
mandatory sinking fund or other mandatory redemption date) of the
principal of or the interest on any Bond issued hereunder, or (b)
a reduction in the principal amount of or redemption premium or
rate of interest on any Bond issued hereunder, or (c) the
creation of any lien ranking prior to or on a parity with the
lien of this Indenture on the Trust Estate or any part thereof,
except as hereinbefore expressly permitted, or (d) a privilege or
priority of any Bond or Bonds over any other Bond or Bonds, or
(e) a reduction in the aggregate principal amount of the Bonds
required for consent to such supplemental indenture, or (f)
depriving the holder of any Bond then outstanding of the lien
hereby created on the Trust Estate. Nothing herein contained,
however, shall be construed as making necessary the approval of
Bondholders of the execution of any supplemental indenture as
provided in Section 12.1 hereof.

     If at any time the Issuer shall request the Trustee to enter
into any supplemental indenture for any of the purposes of this
Section 12.2, the Trustee shall, at the expense of the Issuer,
cause notice of the proposed execution of such supplemental
indenture to be mailed by first class mail to each registered
owner of the Bonds. Such notice shall briefly set forth the
nature of the proposed supplemental indenture and shall state
that copies thereof are on file at the principal corporate trust
office of the Trustee for inspection by Bondholders. The Trustee
shall not, however, be subject to any liability to any Bondholder
by reason of its failure to mail such notice, and any such
failure shall not affect the validity of such supplemental
indenture when consented to and approved as provided in this
Section 12.2. If the holders of not less than a majority in
aggregate principal amount of the Bonds outstanding at the time
of the execution of any such supplemental indenture shall have
consented to and approved the execution thereof as herein
provided, no holder of any Bond shall have any right to object to
any of the terms and provisions contained therein, or the
operation thereof, or in any manner to question the propriety of
the execution thereof, or to enjoin or restrain the Trustee or
the Issuer from executing the same or from taking any action
pursuant to the provisions thereof Upon the execution of any such
supplemental indenture, this Indenture shall be deemed to be
modified and amended in accordance therewith.

     SECTION 12.3.  Consent of Company. Anything herein to the
contrary notwithstanding, a supplemental indenture under this
Article XII shall not become effective unless and until the
Company shall have consented to the execution and delivery of
such supplemental indenture. In this regard, the Trustee shall
cause notice of the proposed execution and delivery of any such
supplemental indenture together with a copy of the proposed
supplemental indenture to be mailed by certified or registered
mail to the Company at least fifteen (15) days prior to the
proposed date of execution and delivery of any such supplemental
indenture. The Company shall be deemed to have consented to the
execution and delivery of any such supplemental indenture if the
Trustee receives a letter or other instrument signed by an
authorized officer of the Company expressing consent.

     SECTION 12.4.  Opinion of Bond Counsel. Anything herein to
the contrary notwithstanding, a supplemental indenture under this
Article XII shall not become effective unless and until the
Trustee shall have received an opinion of Bond Counsel to the
effect that such supplemental indenture will not affect the
exclusion of interest on the Bonds from gross income for purposes
of federal income taxation.

                          ARTICLE XIII
                                
                   AMENDMENT TO SALE AGREEMENT

     SECTION 13.1.  Amendments With and Without the Consent of
Bondholders. The Trustee may from time to time, and at any time,
consent to any amendment, change or modification of the Sale
Agreement for the purpose of curing any ambiguity or formal
defect or omission or making any other change therein which, in
the reasonable judgment of the Trustee, is not to the prejudice
of the Trustee or the holders of the Bonds. The Trustee shall not
consent to any other amendment, change or modification of the
Sale Agreement without the approval or consent of the holders of
not less than a majority in aggregate principal amount of the
Bonds at the time outstanding, evidenced in the manner provided
in Section 14.1 hereof; provided the Trustee shall not, without
the unanimous consent of the holders of all Bonds then
outstanding, evidenced in the manner provided in Section 14.1
hereof, consent to any amendment which would change the
obligations of the Company under Section 5.2 of the Sale
Agreement.

     SECTION 13.2.  Notice to Bondholders. If at any time the
Issuer or the Company shall request the Trustee's consent to a
proposed amendment, change or modification requiring Bondholder
approval under Section 13 .1 hereof, the Trustee, shall, at the
expense of the requesting party, cause notice of such proposed
amendment, change or modification to the Sale Agreement to be
mailed in the same manner as provided by Section 12.2 hereof with
respect to supplemental indentures. Such notice shall briefly set
forth the nature of such proposed amendment, change or
modification and shall state that copies of the instrument
embodying the same are on file in the principal office of the
Trustee for inspection by any interested bondholder. The Trustee
shall not, however, be subject to any liability to any Bondholder
by reason of its failure to publish or mail such notice, and any
such failure shall not affect the validity of such amendment,
change or modification when consented to by the Trustee in the
manner herein provided.

     SECTION 13.3.  Opinion of Bond Counsel. Anything herein to
the contrary notwithstanding, any amendment to the Sale Agreement
shall not become effective unless and until the Trustee shall
have received an opinion of Bond Counsel to the effect that such
amendment will not affect the exclusion of interest on the Bonds
from gross income for purposes of federal income taxation.

                           ARTICLE XIV
                                
                          MISCELLANEOUS

     SECTION 14.1.  Consents. etc. of Bondholders Any request,
direction, objection or other instrument required by this
Indenture to be signed and executed by the Bondholders may be in
any number of concurrent writings of similar tenor and may be
signed or executed by such Bondholders in person or by agent
appointed in writing Proof of the execution of any such request,
direction, objection or other instrument or of the writing
appointing any such agent and of the ownership of Bonds, if made
in the following manner, shall be sufficient for any of the
purposes of this Indenture, and shall be conclusive in favor of
the Trustee with regard to any action taken by it under such
request or other instrument, namely:

          (a)  The fact and date of the execution by any person
     of any such writing may be proved by the certificate of any
     officer in any jurisdiction who by law has power to take
     acknowledgments within such jurisdiction that the person
     signing such writing acknowledged before him the execution
     thereof, or by an affidavit of any witness to such execution
     
          (b)  The fact of ownership of Bonds and the amount or
     amounts, numbers and other identification of such Bonds, and
     the date of holding the same shall be proved by the
     registration books of the Issuer maintained by the Trustee
     as Bond Registrar

     SECTION 14.2.  Limitation of Rights With the exception of
rights herein expressly conferred, nothing expressed or mentioned
in or to be implied from this Indenture, or the Bonds issued
hereunder, is intended or shall be construed to give to any
person or company other than the parties hereto, the Company, and
the holders of the Bonds secured by this Indenture any legal or
equitable rights, remedy or claim under or in respect to this
Indenture or any covenants, conditions and provisions herein
contained; this Indenture and all of the covenants, conditions
and provisions hereof being intended to be and being for the sole
and exclusive benefit of the parties hereto, the Company, and the
holders of the Bonds hereby secured as herein provided

     SECTION 14.3.  Severabilitv. If any provisions of this
Indenture shall be held or deemed to be or shall, in fact, be
inoperative or unenforceable as applied in any particular case in
any jurisdiction or jurisdictions or in all jurisdictions or in
all cases because it conflicts with any provisions of any
constitution or statute or rule of public policy, or for any
other reason, such circumstances shall not have the effect of
rendering the provision in question inoperative or unenforceable
in any other case, circumstance or jurisdiction, or of rendering
any other provision or provisions herein contained invalid,
inoperative or unenforceable to any extent whatever.

     The invalidity of any one or more phrases, sentences,
clauses or paragraphs in this Indenture contained shall not
affect the remaining portions of this Indenture or any part
thereof.

     SECTION 14.4.  Notices. Except as otherwise provided in this
Indenture, 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 Issuer,
the Company, the Trustee and any Paying Agent. Notices,
certificates or other communications shall be sent to the
following addresses:

Company:       Louisiana Power & Light Company
               639 Loyola Avenue
               New Orleans, LA 70113
               
               Attention: Chief Financial Officer
               
Issuer:        Parish of St. Charles
               P. O. Box 302
               Hahnville, LA 70057
               
               Attention: Secretary, Parish Council
               
Trustee:       First National Bank of Commerce
               210 Baronne Street
               New Orleans, LA 70112
               
               Attention: Corporate Trust Department
               
Any Paying     
Agent other    
than the       
Trustee:       At the address designated to the
               Issuer and the Trustee

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 14.5.  Applicable Provisions of Law. This Indenture
shall be considered to have been executed in the State of
Louisiana and it is the intention of the parties that the
substantive law of the State of Louisiana govern as to all
questions of interpretation, validity and effect.

     SECTION 14.6.  Counterparts. This Indenture may be executed
in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.

     SECTION 14.7.  Successors and Assigns. All the covenants,
stipulations, provisions, agreements, rights, remedies and claims
of the parties hereto in this Indenture contained shall bind and
inure to the benefit of their successors and assigns.

     SECTION 14.8.  Captions. The captions or headings in this
Indenture are for convenience only and in no way define, limit or
describe the scope or intent of any provisions or sections of
this Indenture.

     SECTION 14.9.  Photocopies and Reproductions. A photocopy or
other reproduction of this Indenture may be filed as a financing
statement pursuant to the Louisiana Commercial Laws -Secured
Transactions, although the signatures of the Issuer and the
Trustee on such reproduction are not original manual signatures.

     SECTION 14.10. Bonds Owned by the Issuer or the Company. In
determining whether Bondholders of the requisite aggregate
principal amount of the Bonds have concurred in any direction,
consent or waiver under this Indenture, Bonds which are owned by
the Issuer or the Company or by any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with the Company shall be disregarded and deemed not to
be outstanding for the purpose of any such determination, except
that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver,
only Bonds which the Trustee knows are so owned shall be so
disregarded. Bonds so owned which have been pledged in good faith
may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with
respect to such Bonds and that the pledgee is not the Issuer or
the Company or any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Company. In case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

     SECTION 14.11. Holidays. If the date for making any payment
or the last date for performance of any act or the exercising of
any right, as provided in this Indenture, shall be a legal
holiday or a day on which banking institutions in the city in
which is located the principal corporate trust office of the
Trustee are authorized by law to remain closed, such payment may
be made or act performed or right exercised on the next
succeeding day not a legal holiday or a day on which such banking
institutions are authorized by law to remain closed, with the
same force and effect as if done on the nominal date provided in
this Indenture, and no interest on the amount so payable shall
accrue for the period after such nominal date.
     
     
     IN WITNESS WHEREOF, the Issuer has caused these presents to
be signed in its name and behalf by the Parish President and its
corporate seal to be hereunto affixed and attested by the
Secretary of the St. Charles Parish Council, and, to evidence its
acceptance of the trust hereby created, the Trustee has caused
these presents to be signed in its behalf by one of its Trust
Officers and its corporate seal to be hereto affixed.

                               PARISH OF ST. CHARLES,
                               STATE OF LOUISIANA
                               
                               
                               
                               By:
ATTEST:                                 Parish President
                               
                               
                               
                               
By:                                                        [SEAL]
Secretary                      
St. Charles Parish Council     
                               
                               FIRST NATIONAL BANK OF COMMERCE,
                               as Trustee
                               
                               
                               
                               By:
                                    Assistant Vice President
                                         Trust Officer
                               
                                                           [SEAL]


                                                        EXHIBIT A
                                           TO THE TRUST INDENTURE

               [FORM OF FACE OF SERIES 1995 BOND]

No. R-                                                     $_____


                    UNITED STATES OF AMERICA
                       STATE OF LOUISIANA
                                
            PARISH OF ST. CHARLES, STATE OF LOUISIANA
                   ENVIRONMENTAL REVENUE BOND
            (LOUISIANA POWER & LIGHT COMPANY PROJECT)
                           SERIES 1995

Date of Bond:

Maturity Date: November 1, 2025

Interest Rate: 6.375%

Registered Owner:

Principal Amount:                                   CUSIP _______

     KNOW ALL MEN BY THESE PRESENTS that the Parish of St.
Charles, State of Louisiana, a political subdivision of the State
of Louisiana, organized and existing under and by virtue of the
laws of the State of Louisiana (the "Issuer"), for value
received, promises to pay to the registered owner shown above, or
registered assigns, but solely from the source and in the manner
hereinafter set forth, on the maturity date shown above, the
principal amount shown above and in like manner to pay interest
on said amount from the date hereof shown above until such
principal amount becomes due and payable, at the interest rate
per annum shown above, semiannually on May I and November 1 of
each year commencing on May 1, 1996, and to pay interest on
overdue principal until paid at the rate of interest borne by
this Bond, except as the provisions hereinafter set forth with
respect to redemption of this Bond prior to maturity may become
applicable hereto. Interest is calculated on the basis of a
360-day year, consisting of twelve 30-day months. The principal
of and premium, if any, on this Bond are payable in lawful money
of the United States of America upon the presentation and
surrender hereof at the principal corporate trust office of First
National Bank of Commerce, in the City of New Orleans, Louisiana,
or its successor or successors, as trustee (the "Trustee"), and
interest on this Bond is payable in like money to the registered
owner hereof by check drawn upon the Trustee and mailed to the
person in whose name this Bond is registered at the close of
business on the fifteenth day of the calendar month next
preceding such interest payment date, at the address as it
appears on the bond registration books of the Issuer kept by the
Trustee.

     This Bond, designated "Parish of St. Charles, State of
Louisiana Environmental Revenue Bond (Louisiana Power & Light
Company Project) Series 1995 ", is one of a series of Bonds in
the aggregate principal amount of $16,770,000 (the "Bonds"),
issued for the purpose of financing the cost of acquiring,
constructing and installing certain solid waste disposal
facilities and water pollution control facilities (the
"Facilities") at Unit 3 (nuclear) of the Waterford Steam Electric
Generating Station of Louisiana Power & Light Company, a
Louisiana corporation (the "Company"), located in St. Charles
Parish, at Taft, Louisiana (the "Plant"), for sale to the
Company, and paying the costs of issuance of the Bonds. The Bonds
are all issued under and are all equally and ratably secured and
entitled to the protection given by a Trust Indenture dated as of
November 1, 1995 (the "Indenture"), duly executed and delivered
by the Issuer to the Trustee. The Indenture provides that the
Issuer may hereafter issue Additional Bonds from time to time
under certain terms and conditions contained in the Indenture
and, if issued, such Additional Bonds will be equally and ratably
secured by and entitled to the protection of the Indenture (and
the facilities financed from the proceeds of said Additional
Bonds shall be included in the definition of the Facilities
pursuant to the Indenture). Reference is hereby made to the
Indenture and all indentures supplemental thereto for the
provisions, among others, with respect to the nature and extent
of the security, the rights, duties and obligations of the
Issuer, the Trustee and the registered owners of the Bonds, and
the terms upon which the Bonds are issued and secured. The terms
and conditions of the acquisition, construction and equipping of
the Facilities, the use of the proceeds of the sale of the Bonds
for such purpose, and the sale of the Facilities by the Issuer to
the Company, are contained in an Installment Sale Agreement dated
as of November 1, 1995 (the "Sale Agreement"), by and between the
Issuer and the Company.

     The Bonds are issued pursuant to and in full compliance with
the Constitution and laws of the State of Louisiana, particularly
under and pursuant to Sections 991 through 1001, inclusive, of
Title 39 of the Louisiana Revised Statutes of 1950, as amended
(the "Act"). The Bonds and interest thereon do not constitute an
indebtedness or pledge of the general credit of the Issuer within
the meaning of any Louisiana constitutional or statutory
provision and shall not constitute an obligation of or a charge
against the taxing powers of the Issuer.

     FOR SO LONG AS THIS BOND IS HELD IN BOOK-ENTRY FORM
REGISTERED IN THE NAME OF CEDE & CO. ON THE REGISTRATION BOOKS OF
THE ISSUER KEPT BY THE TRUSTEE, AS BOND REGISTRAR, THIS BOND, IF
CALLED FOR PARTIAL REDEMPTION IN ACCORDANCE WITH THE INDENTURE,
SHALL BECOME DUE AND PAYABLE ON THE REDEMPTION DATE DESIGNATED IN
THE NOTICE OF REDEMPTION GIVEN IN ACCORDANCE WITH THE INDENTURE
AT, AND ONLY TO THE EXTENT OF, THE REDEMPTION PRICE, PLUS ACCRUED
INTEREST TO THE SPECIFIED REDEMPTION DATE; AND THIS BOND SHALL BE
PAID, TO THE EXTENT SO REDEEMED, (i) UPON PRESENTATION AND
SURRENDER THEREOF AT THE OFFICE SPECIFIED IN SUCH NOTICE OR (ii)
AT THE WRITTEN REQUEST OF CEDE & CO., BY CHECK OR DRAFT MAILED TO
CEDE & CO. BY THE TRUSTEE OR BY WIRE TRANSFER TO CEDE & CO. BY
THE TRUSTEE IF CEDE & CO. AS BONDOWNER SO ELECTS. IF, ON THE
REDEMPTION DATE, MONEYS FOR THE REDEMPTION OF BONDS TO BE
REDEEMED, TOGETHER WITH INTEREST TO THE REDEMPTION DATE, SHALL BE
HELD BY THE TRUSTEE SO AS TO BE AVAILABLE THEREFOR ON SUCH DATE,
AND AFTER NOTICE OF REDEMPTION SHALL HAVE BEEN GIVEN IN
ACCORDANCE WITH THE INDENTURE, THEN, FROM AND AFTER THE
REDEMPTION DATE, THE AGGREGATE PRINCIPAL AMOUNT OF THIS BOND
SHALL BE IMMEDIATELY REDUCED BY AN AMOUNT EQUAL TO THE AGGREGATE
PRINCIPAL AMOUNT THEREOF SO REDEEMED, NOTWITHSTANDING WHETHER
THIS BOND HAS BEEN SURRENDERED TO THE TRUSTEE FOR CANCELLATION.

     REFERENCE IS HEREBY MADE TO THE ADDITIONAL PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF WHICH FOR ALL
PURPOSES SHALL HAVE THE SAME EFFECT AS IF SET FORTH HEREIN.

     IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts,
conditions and things required to exist, happen and be performed
precedent to and in the issuance of the Bonds do exist, have
happened and have been performed in due time, form and manner as
required by law; that the indebtedness represented by the Bonds,
together with all obligations of the Issuer, does not exceed any
Louisiana constitutional or statutory limitation; and that the
revenues pledged to the payment of the principal of and premium,
if any, and interest on the Bonds as the same become due and
payable will be sufficient in amount for that purpose.

     This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the
Indenture until the Certificate of Authentication hereon shall
have been signed by the Trustee.

     IN WITNESS WHEREOF, the Parish of St. Charles, State of
Louisiana, has caused this Bond to be executed by the Parish
President and attested by the Secretary of the St. Charles Parish
Council (by their manual or facsimile signatures), thereunto duly
authorized, and its corporate seal to be affixed or imprinted,
all as of the date of this Bond shown above.

                                 PARISH OF ST. CHARLES,
                                 STATE OF LOUISIANA
                                 
                                 
                                 By:
ATTEST:                                  Parish President
                                 
                                 
                                 
By:                                                        [SEAL]
           Secretary             
  St. Charles Parish Council     




             TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This Bond is one of the Bonds of the issue described in and
issued under the provisions of the within mentioned Indenture.

                              FIRST NATIONAL BANK OF COMMERCE,
                              as Trustee
                              P.O. Box 60030
                              New Orleans, LA 70160
                              
                              
                              
                              By:
                                     Authorized Signature


Date of Authentication:

              [FORM OF REVERSE OF SERIES 1995 Bond]

     The Bonds are not general obligations of the Issuer but are
special obligations payable solely from revenues derived from the
sale of the Facilities to the Company (including particularly
payments under the Sale Agreement) and other moneys pledged under
the Indenture. The Sale Agreement requires that the Company make
purchase price payments and pay interest thereon in amounts
sufficient to provide for the payment of the principal of and
premium, if any, and interest on the Bonds as they become due and
payable. Such payments will be made directly to the Trustee and
deposited in a special account of the Issuer designated "Parish
of St. Charles Environmental Revenue Bonds (Louisiana Power &
Light Company Project) Series 1995 Bond Fund" and such payments
have been duly assigned to the Trustee for that purpose. All the
rights and interests of the Issuer under, in and to the Sale
Agreement (except for certain rights specified in the Indenture)
have been assigned under the Indenture to the Trustee to secure
the payment of the principal of and premium, if any, and interest
on the Bonds.

     The owner of this Bond shall have no right to enforce the
provisions of the Indenture or to institute action to enforce the
covenants therein, or to take any action with respect to any
event of default under the Indenture, or to institute, appear in
and defend any suit or other proceeding with respect thereto,
except as provided in the Indenture. In certain events, on the
conditions, in the manner and with the effect set forth in the
Indenture, the principal of all the Bonds and Additional Bonds
issued under the Indenture and then outstanding may be declared
and may become due and payable before the stated maturity
thereof, together with accrued interest thereon.

     Modifications or alterations of the Indenture, or of any
indenture supplemental thereto, may be made only to the extent
and in the circumstances permitted by the Indenture.

     The Bonds are subject to redemption prior to maturity as
follows:

     (a)  The Bonds shall be subject to optional redemption by
the Issuer, at the direction of the Company, in whole but not in
part, at any time, at a redemption price equal to the principal
amount being redeemed plus accrued interest to the redemption
date, if:

          (i)  the Company shall have determined that the
     continued operation of the Plant is impracticable,
     uneconomical or undesirable for any reason;
     
          (ii)      the Company shall have determined that the
     continued operation of the Facilities is impracticable,
     uneconomical or undesirable due to (A) the imposition of
     taxes, other than ad valorem taxes currently levied upon
     privately owned property used for the same general purpose
     as the Facilities, or other liabilities or burdens with
     respect to the Facilities or the operation thereof, (B)
     changes in technology, in environmental standards or legal
     requirements or in the economic availability of materials,
     supplies, equipment or labor or (C) destruction of or damage
     to all or part of the Facilities;
     
          (iii)     all or substantially all of the Facilities or
     the Plant shall have been condemned or taken by eminent
     domain; or
     
          (iv)      the operation of the Facilities or the Plant
     shall have been enjoined or shall have otherwise been
     prohibited by any order, decree, rule or regulation of any
     court or of any federal, state or local regulatory body,
     administrative agency or other governmental body.

     (b)  The Bonds shall be subject to mandatory redemption, at
a redemption price equal to the principal amount being redeemed
plus accrued interest to the redemption date, on the one hundred
eightieth day (or such earlier date as may be designated by the
Company) after a final determination by a court of competent
jurisdiction or an administrative agency to the effect that as a
result of a failure by the Company to perform or observe any
covenant, agreement or representation contained in the Sale
Agreement, the interest payable on the Bonds is included for
federal income tax purposes in the gross income of the owners
thereof, other than any owner who is a "substantial user" of the
Facilities or a "related person" within the meaning of Section
147(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). No determination by any court or administrative agency
will be considered final unless the Company has been given the
opportunity to participate in the proceeding which resulted in
such determination, either directly or through a bondholder, to a
degree it reasonably deems sufficient and until the conclusion of
any appellate review sought by any party to such proceeding or
the expiration of the time for seeking such review. The Bonds
shall be redeemed either in whole or in part in such principal
amount that the interest payable on the Bonds remaining
outstanding after such redemption would not be included in the
gross income of any owner thereof, other than an owner who is a
"substantial user" of the Facilities or a "related person" within
the meaning of Section 147(a) of the Code.

     (c)  The Bonds shall be subject to optional redemption by
the Issuer, at the direction of the Company, on and after
November 1, 2000, in whole at any time or in part from time to
time, and if in part, by lot or in such other manner as may be
determined by the Trustee to be fair and equitable, at the
redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued interest to the redemption date:

Redemption Period                              Redemption Price
                                                       
November 1, 2000 through October 31, 2001            102%
November 1, 2001 through October 31, 2002            101%
November 1, 2002 and thereafter                      100%

     The Bonds shall also be subject to optional redemption by
the Issuer, at the direction of the Company, in whole but not in
part, at any time prior to November 1, 2000, at a redemption
price equal to 102% of the principal amount being redeemed plus
accrued interest to the redemption date, if the Company shall
have consolidated with or merged with or into another
corporation, or sold or otherwise transferred all or
substantially all of its assets.

     In the event any of the Bonds or portions thereof (which
shall be in $5,000 denominations or any integral multiple
thereof) are called for redemption, notice thereof shall be given
by the Trustee by first class mail, postage prepaid, to the
registered owner of each such Bond addressed to such registered
owner at the registered address and placed in the mails not less
than thirty (30) days nor more than sixty (60) days prior to the
date fixed for redemption; provided, however, that failure to
give such notice by mailing, or any defect therein, shall not
affect the validity of any proceeding for the redemption of any
Bond with respect to which no such failure or defect has
occurred. Any notice mailed as provided in the Indenture shall be
conclusively presumed to have been duly given, whether or not the
holder or owner actually receives the notice. Each notice shall
identify the Bonds or portions thereof being called, and the date
on which they shall be presented for payment. After the date
specified in such call, the Bond or Bonds so called will cease to
bear interest, provided funds sufficient for their redemption
have been deposited with the Trustee, and, except for the purpose
of payment, shall no longer be protected by the Indenture and
shall not be deemed to be outstanding under the provisions of the
Indenture.

     With respect to notice of redemption of Bonds at the option
of the Issuer (at the direction of the Company), unless moneys
sufficient to pay the principal of and premium, if any, and
interest on the Bonds to be redeemed shall have been received by
the Trustee prior to the giving of such notice, such notice shall
state that said redemption shall be conditional upon the receipt
of such moneys by the Trustee on or prior to the date fixed for
such redemption. If such moneys shall not have been so received,
such notice shall be of no force and effect, the Issuer shall not
redeem such Bonds and the Trustee shall give notice, in the
manner in which the notice of redemption was given, that such
moneys were not so received.

     This Bond may be transferred on the books of registration
kept by the Trustee by the registered owner or by his duly
authorized attorney upon surrender hereof, together with a
written instrument of transfer duly executed by the registered
owner or his duly authorized attorney.

     The Bonds are issuable as registered Bonds without coupons
in denominations of $5,000 and any integral multiple thereof.
Subject to the limitations and upon payment of the charges
provided in the Indenture, Bonds may be exchanged for a like
aggregate principal amount of Bonds of other authorized
denominations.




     This Bond is issued with the intent that the laws of the
State of Louisiana will govern its construction.

                      [FORM OF Assignment]

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto____________________________________________

Please insert Social Security or other Identifying Number of
Assignee

_________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
_________________________________________________________________
_________________________ attorney or agent to transfer the
within Bond on the books kept for registration thereof, with full
power of substitution in the premises.

Dated:         Signature:              Signature Guaranteed:_____

NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Certificate in
every particular, without alteration or enlargement or any change
whatever.

Signature guarantee should be made by a guarantor institution
participating in the Securities Transfer Agents Medallion Program
or in such other manner acceptable to the Trustee.

               [FORM OF LEGAL OPINION CERTIFICATE]

     I, the undersigned Secretary of the St. Charles Parish
Council, do hereby certify that the following is a true copy of
the complete legal opinion of Foley & Judell, L.L.P., the
original of which was manually executed, dated and issued as of
the date of payment for and delivery of this Bond and was
delivered to Goldman, Sachs & Co., as representative of the
original purchasers of the Bonds:

                   [INSERT LEGAL OPINION HERE]

     I further certify that an executed copy of the above legal
opinion is on file in my office and that an executed copy thereof
has been furnished to the Trustee for this Bond.

                                   _____________________________
                                             Secretary
                                     St. Charles Parish Council

EX-4

                                                   Exhibit B-6(a)

                   INSTALLMENT SALE AGREEMENT
                                
                             BETWEEN
                                
                     PARISH OF ST. CHARLES,
                       STATE OF LOUISIANA
                                
                               AND
                                
                 LOUISIANA POWER & LIGHT COMPANY
                                
                   DATED AS OF NOVEMBER 1,1995
                                
                                
                                
                                
                           $16,770,000
            PARISH OF ST. CHARLES, STATE OF LOUISIANA
                   ENVIRONMENTAL REVENUE BONDS
            (LOUISIANA POWER & LIGHT COMPANY PROJECT)
                           SERIES 1995
                   


                   

                   
                   INSTALLMENT SALE AGREEMENT

     This INSTALLMENT SALE AGREEMENT dated as of November 1,
1995, by and between the PARISH OF ST. CHARLES, STATE OF
LOUISIANA, a political subdivision of the State of Louisiana (the
"Issuer"), and LOUISIANA POWER & LIGHT COMPANY, a corporation
organized and existing under and by virtue of the laws of the
State of Louisiana (the "Company"),

                      W I T N E S S E T H :

     WHEREAS, the Issuer is authorized and empowered under the
laws of the State of Louisiana, including particularly Sections
991 through 1001, inclusive, of Title 39 of the Louisiana Revised
Statutes of 1950, as amended (the "Act"), to acquire, purchase,
lease, rent, construct or improve and sell, lease or otherwise
dispose of industrial plant sites and industrial plant buildings,
including particularly facilities for the generation of
electricity and production of steam and other forms of energy,
pollution abatement and control facilities, and necessary
property and appurtenances thereto; and

     WHEREAS, the Issuer has authorized the acquisition and sale
of certain water pollution control facilities (the "Facilities")
at Unit 3 (nuclear) of the Company's Waterford Stearn Electric
Generating Station located in St. Charles Parish, at Taft,
Louisiana (the "Plant"), which Facilities are to be acquired by
the Issuer by purchase from the Company and resold to the
Company, all upon the terms and conditions set forth herein; and

     WHEREAS, pursuant to and in accordance with the provisions
of the Act, the Issuer proposes to issue its revenue bonds under
the Act for the purpose of financing a portion of the cost of
acquiring, constructing and equipping the Facilities and paying a
portion of the expenses of authorizing and issuing said bonds;
and

     WHEREAS, said bonds are to be issued under and secured by a
Trust Indenture (hereinafter described) between the Issuer and
First National Bank of Commerce, New Orleans, Louisiana, as
trustee, and

     WHEREAS, the Company proposes to sell the Facilities to the
Issuer and to repurchase the Facilities from the Issuer, all upon
the terms and conditions hereinafter set forth;

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

     SECTION 1.1.   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" shall mean Sections 991 through 1001, inclusive, of
Title 39 of the Louisiana Revised Statutes of 1950, as amended,
and all future acts supplemental thereto or amendatory thereof

     "Additional Bonds" shall mean Bonds in addition to the
Series 1995 Bonds which are issued pursuant to the provisions of
Section 2.11 of the Indenture.

     "Administration Expenses" shall mean the reasonable and
necessary expenses incurred by the Issuer 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" shall mean this Installment Sale Agreement and
any amendments and supplements hereto.

     "Authorized Company Representative" shall mean the
President, any Vice President, or Treasurer of the Company or the
person or persons at the time designated to act on behalf of the
Company by any one of said officers, such designation in each
case, to be evidenced by a certificate furnished to the Issuer
and the Trustee containing the specimen signature of such person
or persons and signed on behalf of the Company by said officer.

     "Bonds" shall mean the Series 1995 Bonds and all Additional
Bonds issued by the Issuer pursuant to the Indenture.

     "Bond Counsel" shall mean any firm of nationally recognized
municipal bond counsel selected by the Company and acceptable to
the Issuer and the Trustee.

     "Bond Fund" shall mean the fund by that name created and
established in Section 5.1 of the Indenture.

     "Capital Account" shall mean any accounts by that name
established under Section 6.1 of the Indenture.

     "Code" shall mean the Internal Revenue Code of 1986, as
heretofore or hereafter amended.

     "Company" shall mean Louisiana Power & Light Company, a
corporation organized and existing under the laws of the State of
Louisiana, and its permitted successors and assigns.

     "Company Deed" shall mean a deed of the Company conveying to
the Issuer title to the Facilities or any portion of the
Facilities, subject to Permitted Encumbrances, substantially in
the form set forth as Exhibit B hereto.

     "Company Mortgage" shall mean the Company's Mortgage and
Deed of Trust, dated as of April 1, 1944, made to The Chase
National Bank of the City of New York and Carl E. Buckley, as
trustees (Bank of Montreal Trust Company and Mark F. McLaughlin,
successor trustees), as heretofore and hereafter amended and
supplemented.

     "Completion Date" shall mean the date of completion of
construction of the Facilities as that date shall be certified as
provided in Section 3.4 hereof.

     "construction" (and other forms of the word "construct"),
when used with respect to the Facilities, shall mean the
acquisition, construction and equipping of the Facilities,
including, without limitation, the acquisition, construction,
reconstruction, extension, equipment or improvement of the
Facilities.

     "Construction Fund" shall mean the fund by that name created
and established in Section 6.1 of the Indenture.

     "Continuing Disclosure Agreement" shall mean the Continuing
Disclosure Agreement dated as of November 1, 1995, between the
Company and the Trustee, as the same may be amended or
supplemented from time to time in accordance with its terms.

     "Cost of Construction" shall mean all costs paid or incurred
by the Company with respect to the Facilities and the financing
thereof for the payment of which the Issuer is authorized to
issue bonds under the Act, and shall include without limitation
(a) the obligations paid or incurred by the Company for labor,
materials, equipment or services and other expenses and for
contractors, builders and materialmen in connection with the
construction of the Facilities; (b) the costs paid or incurred by
the Company of contract bonds and of insurance of all kinds that
may be deemed by the Company to be desirable or necessary during
the course of construction of the Facilities; (c) the expenses
paid or incurred by the Company for test borings, surveys,
estimates, plans and specifications, and preliminary
investigations therefor with respect to the Facilities, and for
supervising construction, as well as for the performance of all
other duties required by or reasonably necessary for the proper
construction of the Facilities; (d) Administration Expenses,
legal, accounting, financial, underwriting, advertising,
recording and printing expenses and all other expenses paid or
incurred by the Company in connection with the authorization,
issuance and sale of the Bonds; (e) the amount of the allowance
for funds used during construction entered by the Company upon
its accounting records in respect of any element or unit of the
Facilities in accordance with the applicable regulatory uniform
systems of accounts prior to the first issuance of Bonds to
defray the Company's share of costs of constructing such element
or unit; (f) the interest (exclusive of accrued interest paid by
the initial purchasers upon delivery of the Bonds) accruing upon
the Bonds during the period of construction of the Facilities;
(g) all other costs that the Company shall be required to pay
under the terms of any contract or contracts for the construction
of the Facilities; (h) any other costs or expenses paid or
incurred by the Company, and any sums required to reimburse the
Company for work done by it, with respect to the Facilities which
are properly chargeable to the capital account of the Company
with respect to the Facilities or would be so chargeable for
federal income tax purposes either with a proper election or but
for a proper election to deduct the same; and (i) all costs and
expenses relating to transfers of title between the Company and
the Issuer pursuant to this Agreement.

     "Disclosure Documents" shall mean the Official Statement
with respect to the Bonds, together with all documents
incorporated by reference therein.

     "Event of Default" shall mean any event of default specified
in Section 8.1 hereof.

     "Facilities" shall mean (i) certain water pollution control
facilities at the Plant to be financed, in whole or in part, with
the proceeds of Series 1995 Bonds (including any changes in,
additions to, substitutions for or deletions of facilities or
portions thereof made under Section 3.3 hereof), which
Facilities, as presently contemplated by the existing Plans and
Specifications, are generally described in Exhibit A to this
Agreement, and (ii) any other solid waste disposal, sewage, air
pollution control and/or water pollution control facilities at
the Plant to be financed in whole or in part with the proceeds of
any Additional Bonds (including any changes in, additions to,
substitutions for or deletions of facilities or portions thereof
made under Section 3.3 hereof).

     "Indenture" shall mean the Trust Indenture dated as of
November 1, 1995, between the Issuer and the Trustee securing the
Bonds, and any amendments and supplements thereto.

     "Investment Account" shall mean any of the accounts by that
name established under Section 6.1 of the Indenture.

     "Issuer" shall mean the Parish of St. Charles, State of
Louisiana, a political subdivision under the Constitution and
laws of the State of Louisiana.

     "Issuer Deed" shall mean a deed of the Issuer conveying to
the Company title to the Facilities or any portion of the
Facilities, subject to Permitted Encumbrances, substantially in
the form set forth in Exhibit C hereto.

     "Outstanding", when used with reference to the Bonds, shall
mean, 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;
     
          (c)  Bonds in lieu of or in exchange or substitution
     for which other Bonds shall have been authenticated and
     delivered pursuant to the Indenture; and
     
          (d)  Bonds registered in the name of the Issuer.

     "Permitted Encumbrances" shall mean the rights of the
Issuer, the Company or the Trustee under this Agreement, the
Indenture, the Sale Agreement dated as of May 1, 1984, between
the Issuer and the Company, the Trust Indenture dated as of June
1, 1984, between the Issuer and First National Bank of Commerce,
as trustee, the Sale Agreement dated as of November 1 , 1984,
between the Issuer and the Company, the Trust Indenture dated as
of November 1, 1984, between the Issuer and First National Bank
of Commerce, as trustee, the Installment Sale Agreement dated as
of June 1, 1991, between the Issuer and the Company, the Trust
Indenture dated as of June 1, 1991, between the Issuer and First
National Bank of Commerce, as trustee, the Installment Sale
Agreement dated as of April 1 , 1 992, between the Issuer and the
Company, the Trust Indenture dated as of April I, 1992, between
the Issuer and First National Bank of Commerce, as trustee, the
Installment Sale Agreement dated as of December 1, 1992, between
the Issuer and the Company, the Trust Indenture dated as of
December 1, 1992, between the Issuer and First National Bank of
Commerce, as trustee, the Installment Sale Agreement dated as of
May 1 , 1993, between the Issuer and the Company, the Trust
Indenture dated as of May 1, 1993, between the Issuer and First
National Bank of Commerce, as trustee, the Installment Sale
Agreement dated as of December 1, 1993, between the Issuer and
the Company, the Trust Indenture dated as of December 1, 1993,
between the Issuer and First National Bank of Commerce, as
trustee, the Installment Sale Agreement dated as of June 1, 1994,
between the Issuer and the Company, the Trust Indenture dated as
of June 1, 1994, between the Issuer and First National Bank of
Commerce, as trustee, the Company Mortgage, and the following:

          (a)  Liens for taxes, levies, assessments, utility
     rents, rates and charges, license, permit or other
     authorization fees and other impositions, provided that in
     each case the same shall either (i) not be due and payable,
     (ii) not be delinquent to the extent that penalties for
     nonpayment may then be assessed on the Facilities, or any
     material portion thereof then be subject to forfeiture, or
     (iii) be a lien the amount or validity of which is being
     contested in good faith by the Company;
     
          (b)  Minor defects, irregularities, encumbrances,
     licenses, rights of way, servitudes, restrictions, mineral
     rights and clouds on title which, in the opinion of the
     Company, do not significantly impair the operation of the
     Facilities;
     
          (c)  Easements, servitudes, encumbrances, exceptions or
     reservations for the purpose of pipelines, for telephones
     and other means of communication, power lines and
     substations, roads, streets, alleys, driveways, walkways,
     highways, railroads and other means of transportation,
     drainage and sewerage, conduits, dikes, canals, laterals,
     ditches, for the removal of oil, gas, coal or other
     minerals, and other like purposes, or for the joint or
     common use of real property, facilities and equipment,
     which, in the opinion of the Company, do not significantly
     impair the operation of the Facilities;
     
          (d)  Mechanics', workmen's, repairmen's, materialmen's,
     suppliers', vendors' or carriers' liens or other similar
     liens, provided that the lien shall be discharged by the
     Company in the ordinary course of business or the amount or
     validity of the lien shall be contested in good faith with
     any pending execution thereof appropriately stayed;
     
          (e)  Rights of the United States or any state or
     political subdivision thereof (which for purposes of this
     definition shall include any taxing or improvement
     district), or other public or governmental authority or
     agency, to take, use or control property or to terminate any
     lease, right, power, franchise, grant, license or permit
     previously in force;
     
          (f)  The pendency or filing of any application or
     proceedings seeking to annex or rezone the Plant or any
     portion thereof, or to include it in any political
     subdivision,
     
          (g)  Rights acquired by any person with respect to any
     portion of the Facilities as the result of such portion
     becoming so much a part of other property as to be subject
     to liens upon such property,
     
          (h)  Other liens, charges or encumbrances which
     normally exist with respect to comparable property in the
     locale in which the Facilities are situated and which, in
     the opinion of the Company, do not significantly impair the
     operation of the Facilities;
     
          (i)  Liens arising under or pursuant to La. R.S.
     30:2281; and
     
          (j)  Liens arising under or pursuant to La. R.S.
     10:9-107 and 9-312(4) or otherwise with respect to purchase
     money security interests.

     "Plans and Specifications" shall mean the plans and
specifications prepared by or on behalf of the Company for the
Facilities, as the same may be revised from time to time in
accordance with Section 3.3 hereof.

     "Plant" shall mean Unit 3 (nuclear) of the Company's
Waterford Steam Electric Generating Station located in St.
Charles Parish, at Taft, Louisiana.

     "Series 1995 Bonds" shall mean the initial issue of Bonds
under and secured by the Indenture in the aggregate principal
amount of $16,770,000.

     "Trustee" shall mean the banking corporation or association
designated as Trustee in the Indenture, and its successor or
successors as such Trustee. The original Trustee is First
National Bank of Commerce, New Orleans, Louisiana.

     SECTION 1.2.   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 1.1 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 2.1.    Representations and Warranties of the
Issuer. The Issuer makes the following representations and
warranties as the basis for the undertakings on the part of the
Company herein contained:

          (a)  The Issuer is a political subdivision duly
     existing under the Constitution and laws of the State of
     Louisiana and is authorized and empowered by the provisions
     of the Act, and other constitutional and statutory
     authority supplemental thereto, to issue the Bonds.
     
          (b)  The Issuer has the power to enter into the
     transactions contemplated by this Agreement and the
     Indenture and to carry out its obligations hereunder and
     thereunder. By proper action of the governing body of the
     Issuer, the Issuer has been duly authorized to execute and
     deliver this Agreement and the Indenture and to issue and
     sell the Bonds.
     
          (c)  The Bonds are issued under and secured by the
     Indenture, pursuant to which the interest of the Issuer in
     this Agreement and the amounts payable under this Agreement
     (other than indemnification and expense reimbursement
     rights) are assigned to the Trustee as security for the
     payment of the principal of, premium, if any, and interest
     on the Bonds.
     
          (d)  Neither the execution and delivery of this
     Agreement or the Indenture, nor the assignment of this
     Agreement to the Trustee, nor the consummation of the
     transactions contemplated by this Agreement or the
     Indenture, nor the fulfillment of or compliance with the
     terms and conditions of this Agreement or the Indenture,
     results or will result in the violation of any governmental
     order applicable to the Issuer, or conflicts or will
     conflict with or results or will result in a breach of any
     of the terms, conditions or provisions of any agreement or
     instrument to which the Issuer is now a party or by which
     it is bound, or constitutes or will constitute a default
     under any of the foregoing.
     
          (e)  The construction of the Facilities will promote
     the securing and developing of industry and the health,
     safety and physical and economic welfare of the Issuer and
     its inhabitants, and will thereby further the public
     purposes of the Act.

     SECTION 2.2.    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
Issuer herein undertaken for the benefit and reliance of the
Issuer, the Trustee and the holders of the Bonds:

          (a)  The Company is a corporation duly incorporated and
     in good standing under the laws of the State of Louisiana,
     is not in violation of any provision of its Restated
     Articles of Incorporation, as amended, or its Bylaws, 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 project of the type
     authorized and permitted by the Act.
     
          (c)  The estimated Cost of Construction has been
     determined in accordance with sound engineering and
     accounting principles, and the Company estimates that all of
     the proceeds of the Bonds (exclusive of accrued interest, if
     any, paid by the original purchaser or purchasers of such
     Bonds upon delivery thereof) will be expended to pay such
     Cost of Construction.
     
          (d)  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 or under the
     Indenture.
     
          (e)  Except as shall have been disclosed in the
     Disclosure Documents, there are no actions, suits or
     proceedings pending or, to the knowledge of the Company,
     threatened against or affecting the Company or the assets,
     properties or operations of the Company which, if determined
     adversely to the Company or its interests, ( 1) would
     materially adversely affect the consummation of the
     transactions contemplated by this Agreement, (2) would
     adversely affect the validity of this Agreement, or (3)
     could have a material adverse affect upon the financial
     condition, assets, properties or operations of the Company.
     
          (f)  No event has occurred and no condition exists with
     respect to the Company that would constitute an Event of
     Default under this Agreement or which, with the lapse of
     time or with the giving of notice or both, could reasonably
     be expected to become an "Event of Default" hereunder.
     
          (g)  The Securities and Exchange Commission has
     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.
     
          (h)  (i) With respect to the Facilities at the date of
     this Agreement the Company has, (ii) with respect to the
     Facilities on the date of the first issuance of Bonds the
     Company will have, and (iii) with respect to each portion or
     item of the Facilities constructed after the date of this
     Agreement the Company will, when the same is constructed and
     title thereto is conveyed to the Issuer, have, good and
     marketable title to the Facilities, free and clear of all
     claims, liens and encumbrances other than Permitted
     Encumbrances.

     SECTION 2.3.   Intention; Official Action.  It is intended
that this Agreement and all actions taken hereunder be consistent
with and pursuant to the resolutions and/or ordinances adopted by
the governing authority of the Issuer on May 27, 1 974 (No. 1 1
84), April 1 2, 1 976 (No. 1 3 7 1), May 22, 1978 (No. 1513),
April 7, 1980 (No. 2045), May 16, 1983 (No. 2457), May 7, 1984
(No. 84-5-4), March 18, 1991 (No. 3595), and June 6, 1994 (No.
4037), and that the interest on the Series 1995 Bonds be excluded
from the gross income of the recipients thereof for federal
income tax purposes. The Issuer intends that the Memorandum of
Agreement approved pursuant to said resolutions and/or ordinances
constitute an ''official action" toward the issuance of the
Series 1995 Bonds within the meaning of the Code and regulations
thereunder.

_
                           ARTICLE III
                                
            THE FACILITIES; CONVEYANCE TO THE ISSUER

     SECTION 3.1.   Construction of the Facilities. (a) The
Company shall cause the Facilities to be constructed with all
reasonable dispatch in order to effectuate the purposes of the
Act. As between the Company and the Issuer, the Company shall
have the sole responsibility under this Agreement for the
construction of the Facilities and may perform the same itself or
through its agents, acting both on its own behalf and as agent
for others, and may make or issue such contracts, orders,
receipts and instructions, and in general do or cause to be done
all such other things as it may in its sole discretion consider
requisite or advisable for the construction of the Facilities and
for fulfilling its obligations under this Article III.

     (b)  The Company, itself or through its agents, acting both
on its own behalf and as agent for others, may prosecute or
defend any actions or proceedings arising out of the construction
of the Facilities, and the Issuer agrees to cooperate fully with
the Company in any such action or proceeding.

     SECTION 3.2.   Insufficient Moneys in Construction Fund. In
the event the moneys in the Construction Fund available for
payment of the Cost of Construction, together with moneys made
available to pay the Cost of Construction from the proceeds of
previous or subsequent issues of revenue bonds, should not be
sufficient to pay the Cost of Construction in full, the Company
agrees to pay all that portion of the Cost of Construction in
excess of the moneys available therefor.

     The Issuer does not make any warranty, either express or
implied, that the moneys which will be paid into the Construction
Fund and will be available for payment of the Cost of
Construction will be sufficient to pay the Cost of Construction
in full.

     If the Company shall make any payments pursuant to this
Section 3.2, it shall not be entitled to any reimbursement
therefor from the Issuer, the Trustee or the holders of any of
the Bonds, nor shall it be entitled to any diminution in or
postponement of the payment of any amounts payable under this
Agreement.

     SECTION 3.3.   Revision of Plans and Specifications. The
Company may revise the Plans and Specifications for the
Facilities at any time and from time to time prior to the
Completion Date in any respect, including, without limitation,
any changes therein, additions thereto, substitutions therefor
and deletions therefrom; provided, however, that, after giving
effect to such revision, the representations contained in Section
2.2 hereof shall remain true and correct; and provided, further,
that no material revision to the Plans and Specifications shall
be made, and no revision which shall render inaccurate the
description of the Facilities contained in Exhibit A hereto shall
be made, unless, in each case, the Company shall have theretofore
delivered to the Trustee:

          (i)  a certificate of an Authorized Company
     Representative describing the proposed revision and
     certifying that it complies with the requirements of this
     Section 3.3 and will not have the effect of disqualifying
     the Facilities as facilities which can be financed under the
     Act, or as solid waste disposal, sewage, air pollution
     control and/or water pollution control facilities within the
     meaning of the Code and regulations thereunder;
     
          (ii)      an opinion of Bond Counsel to the effect that
     the proposed revision is such that the expenditure of the
     proceeds of Series 1995 Bonds and any Additional Bonds
     thereon pursuant to this Agreement will not impair the
     validity of the Bonds under the Act, or the exclusion of the
     interest on the Bonds from gross income for purposes of
     federal income taxation (other than Bonds held by a
     "substantial user" of the Facilities or a "related person"
     within the meaning of the Code); and
     
     (iii)     such documents, certificates and showings as may
     be required by Bond Counsel rendering the opinion in clause
     (ii) of this paragraph.

     SECTION 3.4.   Certification of Completion Date. The
Completion Date shall be the date on which the Facilities are
completed in their entirety and ready to be placed in service and
operated as solid waste disposal, sewage, air pollution control
and/or water pollution control facilities at substantially the
level for which they were designed, all as determined by the
Company. Promptly after the Completion Date, the Company shall
submit to the Issuer and the Trustee a certificate, executed by
an Authorized Company Representative, which shall specify the
Completion Date and shall state that (a) construction of the
Facilities has been completed and the Cost of Construction has
been paid, except for any Costs of Construction which have been
incurred but are not then due and payable, or the liability for
the payment of which is being contested or disputed by the
Company, and for the payment of which the Trustee is directed to
retain specified amounts of moneys in specified accounts within
the Construction Fund, and (b) the Facilities are suitable for
operation for solid waste disposal, sewage disposal, air
pollution control and/or water pollution control purposes.
Notwithstanding the foregoing, such certificate may state that it
is given without prejudice to any rights against third parties
which exist at the date thereof or which may subsequently come
into being.

     SECTION 3.5.   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 exercise all of such rights,
powers, elections and options to cause the discontinuance of 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 Issuer 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.

     After the Completion Date, 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 3.6.   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.

     SECTION 3.7.   Condemnation; Eminent Domain. (a) In the
event that title to or the temporary use of the Facilities, or
any part thereof, shall be taken in condemnation or by the
exercise of the power of eminent domain by any governmental body
or by any person, firm or corporation acting under governmental
or statutory authority, any proceeds received by the Issuer from
any award or awards in respect of the Facilities or any part
thereof made in such condemnation or eminent domain proceedings,
after payment of all expenses incurred in the collection thereof,
shall, to the extent of the Company's interest therein, be paid
for the account of the Company, and the Issuer hereby assigns to
the Company all of its right, title and interest in and to any
claim for, and rights with respect to, any such condemnation
award.

     (b)  The Issuer shall cooperate fully with the Company in
the handling and conduct of any prospective or pending
condemnation proceedings with respect to the Facilities or any
part thereof. In no event will the Issuer voluntarily settle or
consent to the settlement of any prospective or pending
condemnation proceedings with respect to the Facilities or any
part thereof without the written consent of the Company, and the
Issuer will, at the request of the Company, accept a sum in
payment therefor at any stage of the condemnation proceedings
which the Company shall certify to the Issuer to be fair. Unless
and until such a request is made by the Company, the Issuer will,
at the expense of the Company, take or cause to be taken all
actions necessary to obtain the award of fair compensation for
the taking and the collecting thereof.

     (c)  The Company shall be entitled to the entire proceeds of
any condemnation award or portion thereof made for damages to or
takings of its own property other than the Facilities.

     SECTION 3.8.   Termination of Construction. (a) Anything in
this Agreement to the contrary notwithstanding, the Company shall
have the right at any time to terminate the construction of the
Facilities if:

          (i)  the Company shall have determined that the
     continued operation of the Plant is impracticable,
     uneconomical or undesirable for any reason;
     
          (ii)      the Company shall have determined that the
     continued construction or operation of the Facilities is
     impracticable, uneconomical or undesirable due to (A) the
     imposition of taxes, other than ad valorem taxes currently
     levied upon privately owned property used for the same
     general purpose as the Facilities, or other liabilities or
     burdens with respect to the Facilities or the construction
     or operation thereof, (B) changes in technology, in
     environmental standards or legal requirements or in the
     economic availability of materials, supplies, equipment or
     labor or (C) destruction of or damage to all or part of the
     Facilities,
     
          (iii)     all or substantially all of the Facilities or
     the Plant shall have been condemned or taken by eminent
     domain, or
     
          (iv)      the construction or operation of the
     Facilities or the Plant shall have been enjoined or shall
     have otherwise been prohibited by, or shall conflict with,
     any order, decree, rule or regulation of any court or of any
     federal, state or local regulatory body, administrative
     agency or other governmental body.

     (b)  Promptly after the termination of the construction of
the Facilities, the Company shall submit to the Issuer and the
Trustee a certificate, executed by an Authorized Company
Representative which shall state the reasons for such termination
and state that the Cost of Construction, to the extent of the
construction of the Facilities as of the date of such
termination, has been paid, except for any Costs of Construction
which have been incurred but are not then due and payable, or the
liability for the payment of which is being contested or disputed
by the Company, and for the payment of which the Trustee is
directed to retain specified amounts of moneys in specified
accounts within the Construction Fund. Notwithstanding the
foregoing, such certificate may state that it is given without
prejudice to any rights against third parties which exist at the
date thereof or which may subsequently come into being.

     SECTION 3.9.   Conveyance to the Issuer. The Company agrees
to sell and convey, and the Issuer agrees to purchase, upon the
terms and conditions of, and at the times specified in, this
Agreement, all of the Company's right, title and interest in the
Facilities, subject to Permitted Encumbrances, for a purchase
price equal to the proceeds of the Bonds deposited in the
Construction Fund and applied as provided in Sections 4.3 and 4.4
hereof.

     The Company shall from time to time, upon notification to
the Issuer and the Trustee specifying a transfer date, transfer
to the Issuer that portion of the Facilities constructed prior to
such transfer date and not previously conveyed to the Issuer and
receive payment therefor. Such transfer and payment shall occur
on the transfer date upon the submission to the Issuer and the
Trustee of the following:

          (a)  a requisition pursuant to Section 4.4 hereof; and
     
          (b)  a Company Deed with respect to the portion of the
     Facilities for which such requisition is being submitted.

     All transactions required to be done by the Company and the
Issuer on a transfer date shall be deemed to take place
simultaneously, and none of such transactions shall be deemed to
be completed until all such transactions have been completed.

     SECTION 3.10.  Ledger. The Company shall maintain or cause
to be maintained a ledger in which it shall list each item of the
Facilities on a current basis (reflecting all changes, additions,
substitutions and deletions pursuant to Section 3.3 hereof) and
reference is hereby made to such ledger for a complete
itemization of the Facilities as they exist at any particular
time. It shall not be necessary to amend Exhibit A hereto at any
time to reflect such changes, additions, substitutions and
deletions. The Company shall file a copy of the ledger (and all
information from time to time necessary to keep the ledger
current) with the Trustee.


                           ARTICLE IV
                                
       ISSUANCE OF BONDS; DISPOSITION OF PROCEEDS OF BONDS

     SECTION 4. 1.  Issuance of the Series 1995 Bonds.  The
Issuer shall issue the Series 1995 Bonds under and in accordance
with the Indenture, subject to the provisions of any bond
purchase agreement between the Issuer 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 4.2.   Additional Bonds. So long as the Company
shall not be in default hereunder, and at the request of the
Company, the Issuer 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 (1)
financing the cost of completing the Facilities, (2) financing
the cost of additional solid waste disposal, sewage, air
pollution control and/or water pollution control facilities at
the Plant in conformity with the Act and the representations
concerning the Facilities herein contained, and (3) 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 Issuer and
the Company may not enter into, and the Issuer 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 Issuer, under an indenture or indentures
other than the Indenture, of bonds to provide additional funds to
pay the Cost of Construction or refunding bonds to refund all or
any principal amount of all or any series of Bonds, or any
combination thereof, and the provisions of this Agreement and the
Indenture governing the issuance of Additional Bonds shall not
apply thereto.

     SECTION 4.3.   Disposition of Bond Proceeds.  In
consideration of the conveyance by the Company to the Issuer of
the Company's right, title and interest in the Facilities as
provided in Section 3 .9 hereof, the Issuer agrees that the
proceeds of the Bonds shall be applied as in this Section 4.3
described.

     The proceeds of the issuance and sale of the Series 1995
Bonds and any Additional Bonds issued for other than refunding
purposes, other than accrued interest, if any, paid by the
initial purchaser or purchasers thereof, shall be deposited into
the Construction Fund, and any such accrued interest shall be
deposited into the Bond Fund, all in accordance with the
provisions of the Indenture. The proceeds of the issuance and
sale of Additional Bonds issued for the purpose of refunding the
Series 1995 Bonds or any series of Additional Bonds shall be
applied in accordance with the provisions of the Indenture and
this Agreement, as each may be supplemented and amended in
connection with the issuance of such Additional Bonds.

     The moneys on deposit in the Construction Fund shall be
applied by the Trustee as provided in Section 4.4 hereof and as
otherwise provided in Article VI of the Indenture. Until the
moneys on deposit in the Construction Fund are so applied, such
moneys shall be and remain the property of the Issuer, subject to
the lien of the Indenture, and the Company shall have no right,
title or interest therein except as expressly provided in this
Agreement and the Indenture.

     SECTION 4.4.   Disbursements from the Construction Fund. (a)
The moneys on deposit in the Construction Fund shall be disbursed
from time to time to reimburse the Company for portions of the
Cost of Construction paid by it or to make payments to persons
designated by the Company in respect of portions of the Cost of
Construction, upon receipt by the Trustee of requisitions
executed by, or communications by telegram, telex or facsimile
transmission from, an Authorized Company Representative, which
requisitions shall state with respect to each payment to be made:
(i) the requisition number, (ii) the name and address of the
person, firm or corporation to whom payment is due or has been
made (or, in the case of payments to the Bond Fund, instructions
to make such payments thereto), (iii) the amount paid or to be
paid, (iv) the account or accounts within the Construction Fund
from which payment of such requisition, or any portion thereof,
shall be made, (v) that each obligation, item of cost or expense
mentioned therein has been properly incurred and has been paid or
is then due and payable as an item of the Cost of Construction,
is a proper charge against the Construction Fund, and has not
been the basis of any previous final payment therefrom or from
the proceeds of any other revenue bonds issued by the Issuer, and
(vi) that the payment of such requisition will not result in a
breach of any of the covenants of the Company contained in
subsection (c) or (d) of this Section 4.4. Any such communication
by telegram, telex or facsimile transmission shall be promptly
confirmed by a requisition executed by an Authorized Company
Representative. The Company shall upon request promptly furnish
to the Issuer a copy of any requisition delivered to the Trustee.

     (b)  In paying any requisition under this Section 4.4, the
Trustee shall be entitled to rely as to the completeness and
accuracy of all statements in such requisition upon the approval
of such requisition by an Authorized Company Representative,
execution thereof to be conclusive evidence of such approval, and
the Company shall indemnify and save harmless the Issuer and the
Trustee from any liability incurred in connection with any
requisition so executed by an Authorized Company Representative.

     (c)  The Company shall not submit any requisition which, if
paid, would result, as of the date of such payment, in less than
95% of the net proceeds (within the meaning of Section 1 42(a) of
the Code and regulations thereunder) from the sale of any series
of Bonds, including earnings, but net of the amount, if any, used
to pay any rebate owing to the United States with respect to the
Bonds, pursuant to Section 148(f) of the Code, if any, on amounts
held in the Construction Fund, having been used (i) for the
acquisition, construction, reconstruction or improvement of land
or property of a character subject to the allowance for
depreciation under Section 167 of the Code, or for payment of
amounts which are, for federal income tax purposes, chargeable to
the Facilities' capital account (for example, under Section 263
of the Code) or would be so chargeable either with a proper
election by the Company or but for a proper election by the
Company to deduct such amounts and (ii) to provide solid waste
disposal, sewage, air pollution control and/or water pollution
control facilities within the meaning of the Code and regulations
thereunder; provided, however, that the moneys paid from the
Investment Account within the Construction Fund shall be
disregarded for purposes of any computation made in accordance
with the foregoing covenant if the Company shall have submitted
to the Trustee an opinion of Bond Counsel to the effect that such
moneys may be so disregarded without impairing the exclusion of
interest on the Bonds from gross income for purposes of federal
income taxation.

     (d)  The Company shall not submit or cause to be submitted
to the Trustee any requisition pursuant to this Section 4 4, and
shall have no claim upon any moneys in the Construction Fund, so
long as there shall have occurred and be continuing any Event of
Default described in Section 8 1 hereof.


                            ARTICLE V
                                
              SALE AND PURCHASE OF THE FACILITIES;
                PURCHASE PRICE; OTHER OBLIGATIONS

     SECTION 5.1.   Sale and Purchase of the Facilities. The
Issuer agrees to sell and convey to the Company, without warranty
of any kind whatsoever, and the Company agrees to purchase and
acquire from the Issuer, upon the terms and conditions of, and at
the times specified in, this Agreement, the right, title and
interest in the Facilities acquired by the Issuer under Section
3.9 hereof.

     On each transfer date on which a portion of the Facilities
is conveyed to the Issuer pursuant to Section 3.9 hereof, the
Issuer shall simultaneously reconvey to the Company by an Issuer
Deed the portion of the Facilities so conveyed to it by the
Company on such date, shall cause to be paid to the Company by
the Trustee the amount of the requisition submitted by the
Company or the amount remaining in the Construction Fund,
whichever is less, and shall cause the Trustee to make
disbursements from the Construction Fund in accordance with
Section 6.3 of the Indenture and Section 4.4 hereof.

     All transactions required to be done by the Company and the
Issuer on a transfer date shall be deemed to take place
simultaneously, and none of such transactions shall be deemed to
be completed until all such transactions have been completed.

     Each transfer by the Issuer to the Company hereunder shall
be subject to those liens and encumbrances existing prior to
acquisition by the Issuer of the Company's right, title and
interest in such item or items or portion or portions of the
Facilities or created by the Company or to the creation or
suffering of which the Company consented and to Permitted
Encumbrances.

     The Company shall pay all expenses, taxes, fees and charges
applicable to or arising from the delivery of any Issuer Deed
delivered pursuant hereto.

     SECTION 5.2.   Purchase Price. The price to be paid by the
Company for the Facilities shall be an amount equal to the
aggregate principal amount of Bonds outstanding under the
Indenture, and the interest to be paid by the Company on its
obligation to pay such price shall be an amount equal to the
aggregate of the premium, if any, and interest on the Bonds, such
price together with such interest thereon being for all purposes
of this Agreement referred to as the "purchase price of the
Facilities". The Company shall pay the purchase price of the
Facilities in installments due on the dates and in the amounts
and in the manner provided in the Indenture for the Issuer to
cause payment to be made to the Trustee of principal of and
premium, if any, and interest on the Bonds, whether at maturity,
upon redemption or acceleration, or otherwise; provided, however,
that the obligation of the Company to make any such payment
hereunder 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 Issuer thereunder in respect of the principal
of or premium, if any, or interest on the Bonds.

     SECTION 5.3.   Payments Assigned: Obligation Absolute. It is
understood and agreed that all payments to be made by the Company
of the purchase price of the Facilities are, by the Indenture, to
be pledged by the Issuer to the Trustee, and that all rights and
interest of the Issuer hereunder (except for the Issuer's rights
under Sections 5.4, 5.5, 5.6, 6.3 and 8.5 hereof and any rights
of the Issuer 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 purchase price of the
Facilities 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 Issuer or the
Trustee or any other party, or out of any obligation or liability
at any time owing to the Company by the Issuer, the Trustee or
any other party, and, further, that the payments of the purchase
price of the Facilities 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 5.4.   Payment of Expenses. The Company shall pay,
or cause to be paid out of the Construction Fund, all of the
Administration Expenses of the Issuer, 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, such payments to be made directly to such entities.

     SECTION 5.5.   Indemnification. The Company releases the
Issuer and the Trustee from, agrees that the Issuer and the
Trustee shall not be liable for, and agrees to indemnify and hold
the Issuer 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 Issuer or the Trustee.

     The Company will indemnify and hold the Issuer 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 Issuer.

     Under this Section 5.5, the Company shall also be deemed to
release, indemnify and agree to hold harmless each employee,
official or officer of the Issuer and the Trustee to the same
extent as the Issuer and the Trustee.

     SECTION 5.6.   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 Issuer 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, except Permitted
Encumbrances; provided, that, if the Company shall first notify
the Issuer 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 Issuer or the Trustee shall notify the
Company in writing that, in the opinion of counsel to the Issuer
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
Issuer shall cooperate fully with the Company in any such
contest.
                           
     SECTION 6 1.   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. 1, the provisions of this Section
6.1 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. 1 .

     SECTION 6.2.   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 Issuer 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 Issuer, the Company and the Issuer each shall,
upon the request of either, execute such application or
applications.

     SECTION 6.3.   Issuer's and Trustee's Access to Facilities.
The Issuer 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 6.4.   Arbitrage Covenant. The Issuer 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 7.2 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 the chief financial
officer of the Company 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 6.5.   Use of Facilities. The Company shall cause
the Facilities to be used for the disposal of sewage or solid
waste and/or the control of air or water pollution.

     SECTION 6.6.   No Warranties. The Issuer makes no warranty,
either express or implied, with respect to the Facilities as a
whole or with respect to any item or portion of the Facilities.
Without limiting the effect of the preceding sentence, it is
expressly agreed that in connection with each sale or conveyance
pursuant to Section 5.1 hereof (a) the Issuer makes no warranty
that the title conveyed shall be good or that the Facilities or
any portion thereof shall be delivered free from any security
interest or other lien or encumbrance, and (b) the Issuer makes
no warranty of merchantability.

     SECTION 6.7.   Quiet Enjoyment. The Issuer covenants that
the Company, upon observing and performing the terms, conditions
and covenants on the Company's part to be observed and performed
under this Agreement, shall peaceably and quietly have, hold and
enjoy the Facilities as purchaser in possession, free from
molestation, hindrance, eviction or disturbance by the Issuer or
by any other person or persons claiming the same by, through or
under the Issuer.

     SECTION 6. 8.  Tax Exempt Status of Bonds. The Issuer 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 adversely affects the exclusion of interest on the Bonds
from gross income for purposes of federal income taxes pursuant
to Section 103 of the Code. Without limiting the generality of
the foregoing, the Company further covenants and agrees as
follows:

          (a)  Not less than 95% of the net proceeds (within the
     meaning of Section 142(a) of the Code and regulations
     thereunder) from the sale of the Series 1995 Bonds and any
     issue of Additional Bonds will be expended (i) (A) for Costs
     of Construction which consist of 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 (B) to provide solid waste
     disposal, sewage, air pollution control and/or water
     pollution control facilities within the meaning of the Code
     and regulations thereunder; (ii) for the redemption of all
     or part of the Series 1995 Bonds or Additional Bonds the
     proceeds of which were used as stated in (i) above; or (iii)
     any combination thereof.
     
          (b)  Within fifteen (15) days of the date of issuance
     of the Series 1995 Bonds or any series of Additional Bonds,
     there neither have been nor will there be any private
     activity bonds (within the meaning of Section 141(a) of the
     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 or
     any series of Additional Bonds (within the meaning of
     Section 1 47(b) of the Code and regulations thereunder) does
     not exceed 120% of the average reasonably expected economic
     life of the Facilities financed by such Bonds (within the
     meaning of Section 147(b) of the Code and regulations
     thereunder), determined with respect to any facility as of
     the later of the date on which the Series 1995 Bonds or
     Additional Bonds, as the case may be, are issued or the date
     on which such facilities are to be or were placed in service
     (or expected to be placed in service).
     
          (d)  No changes will be made in the Facilities or the
     manner of use thereof 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 more than 25% of the proceeds of the Series
     1995 Bonds or any series of Additional Bonds will be used to
     provide land or a facility the primary purpose of which is
     one of the following: retail, food and beverage services,
     automobile sales or service, or the provision of recreation
     or entertainment.
     
          (f)  No portion of the proceeds of the Series 1995
     Bonds or any series of Additional Bonds will be used to
     provide or acquire any of the following: (i) any private or
     commercial golf course, country club, massage parlor, tennis
     club, skating facility (including roller skating, skateboard
     and ice skating), racquet sports facility (including any
     handball or racquetball court), hot tub facility, suntan
     facility, racetrack, airplane, skybox or other private
     luxury box, health club facility, facility primarily used
     for gambling, or a store the principal business of which is
     the sale of alcoholic beverages for consumption off
     premises; (ii) land to be used for farming purposes; or
     (iii) residential real property for family units.
     
          (g)  No portion of the proceeds of the Series 1995
     Bonds or any series of Additional Bonds will be used for the
     acquisition of any property (or an interest therein) unless
     the first use of such property is pursuant to such
     acquisition, except for property with respect to which
     qualified rehabilitation expenditures are made pursuant to
     and in the amounts specified in Section 147(d) of the Code.
     
          (h)  No action shall be taken that will cause the
     Series 1995 Bonds or any series of Additional Bonds to be
     "federally guaranteed" as defined in Section 149(b) of the
     Code.
     
          (i)  No portion of the proceeds of the Series 1995
     Bonds or any series of Additional Bonds in excess of 2% of
     the proceeds thereof (within the meaning of Section 147(g)
     of the Code and regulations thereunder) will be used to
     finance costs of issuance of such Bonds.

The covenants and agreements contained in this Section 6.8 shall
survive any termination of this Agreement.
                           
                           
                           ARTICLE VII
                                
                 ASSIGNMENT, LEASING AND SELLING

     SECTION 7.1.   By the Issuer. Except as provided in Article
V of this Agreement, the Issuer will not sell, lease, assign,
transfer, convey or otherwise dispose of its interest in the
Facilities or any portion thereof or interest therein or in the
revenues therefrom without the written consent of the Company,
nor will it create or suffer to be created any debt, lien or
charge thereon, not consented to by the Company, except Permitted
Encumbrances.

     SECTION 7.2.   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 6.1 hereof)
shall relieve the Company from primary liability for its
obligations under Section 5.2 hereof to pay the purchase price of
the Facilities, or for any other of its obligations hereunder,
other than those obligations relating to the construction of the
Facilities (if such assignment, lease or sale occurs prior to the
Completion Date) and 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 Issuer and the Trustee a true
and complete copy of the agreements or other documents
effectuating any such assignment, lease or sale.

     SECTION 7.3.   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, in Section 6.1
hereof or in the Indenture.

                          ARTICLE VIII
                                
                 EVENTS OF DEFAULT AND REMEDIES

     SECTION 8.1.   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 5.2 hereof,
     which failure shall have resulted in an "Event of Default"
     under clause (a) or (b) of Section 10.1 of the Indenture;
     
          (b)  a failure by the Company to pay when due any other
     amount required to be paid 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 Issuer
     or the Trustee, unless the Issuer and the Trustee shall
     agree in writing to an extension of such period prior to its
     expiration; provided, however, that the Issuer 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:

               (i)  the adjudication of the Company as a bankrupt
          by any court of competent jurisdiction;
          
               (ii)      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 of
          America, or of any state thereof; or
          
               (iii)     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 of America, or of any state
     thereof; or the filing by the Company of a petition to take
     advantage of any insolvency act.

     SECTION 8.2.   Force Majeure. The provisions of Section 8.
l(b) 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
Louisiana, 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; tornadoes; storms; floods; washouts; droughts;
arrests; restraint of government and people; civil disturbances;
explosions; breakage of, 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 5.2 hereof to pay the purchase price of the Facilities
and its obligations under Sections 5.5, 5.6, 6.1, 6.8 and 9.1
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 8.3.   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 5.2 hereof shall, without further
action, become and be immediately due and payable.

     (b)  Upon the occurrence and continuance of any Event of
Default, the Issuer 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 become 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 8.3 shall be applied in accordance with the
Indenture.

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

     SECTION 8.4.   No Remedy Exclusive. No remedy conferred upon
or reserved to the Issuer 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 Issuer or the
Trustee to exercise any remedy reserved to it in this Article
VIII, it shall not be necessary to give any notice other than
such notice as may be required in this Article VIII.

     SECTION 8.5.   Agreement to Pay Attorneys' Fees and
Expenses. In the event the Company should default under any of
the provisions of this Agreement and the Issuer 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 Issuer or the Trustee, as the
case may be, the reasonable fees of such attorneys and such other
expenses so incurred.

     SECTION 8.6.   Waiver of Breach. In the event that any
agreement contained herein shall be breached by either the
Company or the Issuer 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 Issuer's
rights in and under this Agreement to the Trustee under the
Indenture, the Issuer 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 consequences thereof.
                           
                           
                           ARTICLE IX
                                
                 REDEMPTION OR PURCHASE OF BONDS

     SECTION 9.1.   Redemption of Bonds. The Issuer 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 Issuer 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 (or such shorter period as is
acceptable to the Issuer and the Trustee) 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 the Trustee shall have given notice
to the holders of the Bonds to be redeemed. The Company shall
furnish, as a prepayment of the purchase price of the Facilities,
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 Issuer in connection with any of the
foregoing purposes.

     SECTION 9.2.   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 10.1.  Recording and Filing. The Company shall
record and file, or cause to be recorded and filed, all documents
and statements referred to in Section 4.4 of the Indenture.

     SECTION 10.2.  Photocopies and Reproductions. A photocopy or
other reproduction of this Agreement may be filed as a financing
statement pursuant to the Louisiana Commercial Laws - Secured
Transactions, although the signatures of the Company and the
Issuer on such reproduction are not original manual signatures.


                           ARTICLE XI
                                
                          MISCELLANEOUS

     SECTION 11.1.  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 Issuer,
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:       Louisiana Power & Light Company
                      639 Loyola Avenue
                      New Orleans, LA 70113
                      
                      Attention: Chief Financial Officer
                      
       Issuer:        Parish of St. Charles
                      P. O. Box 302
                      Hahnville, LA 70057
                      
                      Attention: Secretary, Parish Council
                      
       Trustee:       First National Bank of Commerce
                      210 Baronne Street
                      New Orleans, LA 70112
                      
                      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 11.2.  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 11.3.  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 11.4.  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 of the Issuer, 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 11.5.  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 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 11.6.  Governing Law. This Agreement shall be
governed exclusively by and construed in accordance with the
applicable laws of the State of Louisiana.

     SECTION 11.7.  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 Issuer to take some action, and the Issuer
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 11.8.  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, terminated and
become void in accordance with Article IX of the Indenture and
until all payments required under this Agreement shall have been
made.

     SECTION 11.9.  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 Issuer 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
Issuer, 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 monetary obligation of the Issuer 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
Issuer shall impose, a pecuniary liability upon the Issuer or a
charge upon the Issuer's general credit or against its taxing
powers.



     IN WITNESS WHEREOF, the Issuer 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.

                               PARISH OF ST. CHARLES,
                               STATE OF LOUISIANA
                               
                               By:__________________________
                                      Parish President

ATTEST:

By:________________________                                   [SEAL]
          Secretary
 St. Charles Parish Council




                               LOUISIANA POWER & LIGHT COMPANY
                               
                               By:
                                   Vice President and Treasurer


By:________________________                                   [SEAL]
     Assistant Secretary



                                                     EXHIBIT A TO
                                       INSTALLMENT SALE AGREEMENT

                  DESCRIPTION OF THE FACILITIES

The facilities include the following solid and liquid radwaste
systems and storage buildings and facilities:

1.   Spent Fuel Storage Facilities. The spent fuel storage
     facilities store and handle spent nuclear fuel assemblies.
     Major components of the facilities include a spent fuel
     pool, cask decontamination and loading pit, cooling and
     purification systems, fuel handling crane, fuel transport
     equipment, and spent fuel cask crane. Also included are
     instrumentation and equipment for handling and inspecting
     spent fuel and other functionally related and subordinate
     facilities.

2.   Radioactive Liquid Waste Treatment Facilities. The
     radioactive liquid waste treatment facilities collect,
     process, treat, recycle and dispose of radioactive liquid
     waste resulting from normal operation of the Plant. Major
     components of the facilities include the low level liquid
     waste subsystem, the boron management subsystem and the
     laundry waste management subsystem.

3.   Portion of the Reactor Auxiliary Building. The portions of
     the Reactor Auxiliary Building included herein are those
     which are provided for the systems described above. The
     Reactor Auxiliary Building is located adjacent to the
     Reactor Containment Building.

4.   Changes, Additions, Substitutions and Deletions. Any changes
     in, additions to, substitutions for or deletions of the
     Facilities pursuant to the provisions of this Agreement.
                                                     
                                                     
                                                     

                                                     EXHIBIT B TO
                                       INSTALLMENT SALE AGREEMENT

                      DEED AND BILL OF SALE

STATE OF LOUISIANA

PARISH OF ST. CHARLES

     KNOW ALL MEN BY THESE PRESENTS, that Louisiana Power & Light
Company, a Louisiana corporation (hereinafter called the
"Company"), appearing herein through and represented by William
J. Regan, Jr. and Christopher T. Screen, who are respectively a
Vice President and Treasurer and an Assistant Secretary of the
Company, duly authorized by a resolution adopted by its Board of
Directors on October 9, 1995, does by these presents grant,
bargain, sell, convey, transfer, assign, set over, abandon and
deliver with all legal warranties, and with full substitution and
subrogation in and to all rights and actions of warranty which it
has or may have against all preceding owners and vendors all of
the Company's right, title and interest in the facilities
described in Schedule I hereto, subject, however, to Permitted
Encumbrances as defined in the Installment Sale Agreement dated
as of November l, 1995 (the "Sale Agreement"), between the
Company and the Parish of St. Charles, State of Louisiana, a
political subdivision of the State of Louisiana (herein called
the "Parish"), unto:

     The Parish, appearing herein through and represented by
Chris A. Tregre and Joan Becnel, who are respectively the Parish
President and Secretary to the Parish Council of said Parish,
acting on behalf of the Parish by the authority of an ordinance
adopted by its Parish Council at a meeting held on October 2,
1995, said Parish being here present, accepting and purchasing
for itself, its successors and assigns, and acknowledging due
delivery and possession thereof, all and singular the property
described on the schedule attached hereto.

     TO HAVE AND TO HOLD the above described property unto the
Parish, its successors and assigns, forever.

     This sale is made and accepted for and in consideration of
the sum of $         cash, receipt of which is hereby
acknowledged, pursuant to the terms and conditions contained in
the Sale Agreement.

     All State, Parish and local taxes have been paid by the
Company. Taxes for the current year will be paid by the Company.
     
     WITNESS THE SIGNATURES of the parties this     day of      ,
1995.

ATTEST:                          LOUISIANA POWER & LIGHT COMPANY
                                 
                                 
                                 
By:                              By:
   Assistant Secretary            Vice President and Treasurer
                                 
                                 
                                 
                                 PARISH OF ST. CHARLES,
ATTEST:                          STATE OF LOUISIANA
                                 
                                 
                                 
By:                              By:
        Secretary                Parish President
St. Charles Parish Council       
                                                         
                                                         
                                                         SCHEDULE

                      PROPERTY DESCRIPTION
                                                     
                                                     
                                                     EXHIBIT C TO
                                       INSTALLMENT SALE AGREEMENT

                      DEED AND BILL OF SALE

STATE OF LOUISIANA

PARISH OF ST. CHARLES

     KNOW ALL MEN BY THESE PRESENTS, that the Parish of St.
Charles, State of Louisiana, a political subdivision of the State
of Louisiana (hereinafter called the "Parish"), appearing herein
through and represented by Chris A. Tregre and Joan Becnel, who
are respectively the Parish President and Secretary to the Parish
Council of the Parish of St. Charles, acting on behalf of the
Parish by the authority of an ordinance adopted by its Parish
Council at a meeting held on October 2, 1995, does by these
presents grant, bargain, sell, convey, transfer, assign, set
over, abandon and deliver the facilities described in Schedule I
hereto without any warranty whatsoever of any nature or
description, even for the return of the purchase price, but with
full substitution and subrogation in and to the all rights and
actions of warranty which it has or may have against all
preceding owners and vendors, unto:

     Louisiana Power & Light Company, a Louisiana corporation
(hereinafter called the "Company"), appearing herein through and
represented by a William J. Regan, Jr. and Christopher T. Screen,
who are respectively a Vice President and Treasurer and an
Assistant Secretary of the Company, duly authorized by a
resolution adopted by its Board of Directors on October 9, 1995,
said Company being here present, accepting and purchasing for
itself, its successors and assigns, and acknowledging due
delivery and possession thereof, all and singular the property
described on the schedule attached hereto.

     TO HAVE AND TO HOLD the above described property unto the
Company, its successors and assigns, forever.

     This sale is made and accepted for and in consideration of
the sum of $       , in representation of which the Company binds
and obligates itself to pay all sums, whether of principal,
premium or interest on $16,770,000 aggregate principal amount of
Parish of St. Charles, State of Louisiana Environmental Revenue
Bonds (Louisiana Power & Light Company Project) Series 1995,
issued by the Parish pursuant to the terms of an Installment Sale
Agreement dated as of November 1, 1995, between the Parish and
the Company (the "Sale Agreement"), and a Trust Indenture dated
as of November l, 1995 between the Parish and First National Bank
of Commerce, as trustee; the obligations of the Company under the
Sale Agreement being incorporated herein as if fully set forth
herein.

     It is expressly understood and agreed that no lien and/or
privilege of any kind, including without limitation, the vendor's
lien and/or privilege, is retained by or granted to the Parish in
connection herewith, or shall result herefrom; and the Parish
does further hereby specifically waive, release, relinquish,
renounce and disclaim to the extent permitted by law (a) any and
all liens and/or privileges on, in, over or in anywise with
respect to the property herein sold and conveyed and any and all
portions thereof (with respect to both movable and immovable
components and parts thereof), including without limitation any
vendor's lien and/or privilege thereon or with respect thereto,
(b) any and all right to a rescission, dissolution, revocation or
cancellation of this sale and conveyance, whether for non-payment
of the purchase price (or any part thereof) or any other reason,
and (c) any and all right to assert any and all resolutory
conditions whatsoever, whether express, implied, resulting from
operation of law, or otherwise, with respect to this sale and
conveyance.

     All State, Parish and local taxes have been paid by the
Company Taxes for the current year will be paid by the Company.

     WITNESS THE SIGNATURES of the parties this ___ day of
__________, 1995.

                                 PARISH OF ST. CHARLES,
ATTEST:                          STATE OF LOUISIANA
                                 
                                 
                                 
By:                              By:
         Secretary                      Parish President
 St. Charles Parish Council      
                                 
                                 
                                 
                                 
ATTEST:                          LOUISIANA POWER & LIGHT COMPANY
                                 
                                 
                                 
By:                              By:
    Assistant Secretary           Vice President and Treasurer
                                                         SCHEDULE
                      PROPERTY DESCRIPTION

EX-5

                                                   Exhibit F-1(a)


       [Letterhead of Denise C. Redmann, Senior Attorney,
      Corporate and Securities, of Entergy Services, Inc.]


                                        New Orleans, Louisiana
                                        December 20, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

     I am familiar with (A) the Application-Declaration on Form U-
1 (File No. 70-8487), as amended, filed with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935, as amended, by Louisiana Power & Light Company (the
"Company") contemplating, among other things, the entering into
arrangements for the issuance and sale of one or more series of
tax-exempt bonds (the "Tax-Exempt Bonds"), (B) the Securities and
Exchange Commission's Order, dated October 3, 1995, granting and
permitting to become effective the Application-Declaration, as
amended, with respect to the foregoing matters, and (C) the
subsequent consummation, on December 6, 1995, of the entry by the
Company into an Installment Sale Agreement with the Parish of St.
Charles, State of Louisiana (the "Parish"), and the related
financing of the acquisition and construction of certain solid
waste disposal facilities and water pollution control facilities
through the issuance by the Parish of its Tax-Exempt Bonds (the
"Transactions").  In connection therewith, I advise as follows:

     (1)  The Company is a corporation duly organized and validly
     existing under the laws of the State of Louisiana.

     (2)  The Transactions have been consummated in accordance
     with the Application-Declaration, as amended, and the Order
     of the Securities and Exchange Commission with respect
     thereto.

     (3)  All state laws that relate or are applicable to the
     participation by the Company in the Transactions (other than
     so called "blue-sky" or similar laws, upon which we do not
     pass herein) have been complied with.

     (4)  The consummation of the Transactions by the Company has
     not violated the legal rights of the holders of any
     securities issued by the Company or any associate company
     thereof.

     I hereby consent to the use of this opinion as an exhibit to
the Certificate pursuant to Rule 24.

                                             Very truly yours,

                                             /s/ Denise C. Redmann

                                             Denise C. Redmann
                                             Senior Attorney,
                                             Corporate and Securities,
                                             of Entergy Services, Inc.

EX-5

                                                   Exhibit F-3(a)


               [Letterhead of Reid & Priest LLP]


                                        New York, New York
                                        December 20, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

     We are familiar with (A) the Application-Declaration on Form
U-1 (File No. 70-8487), as amended, filed with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935, as amended, by Louisiana Power & Light Company (the
"Company") contemplating, among other things, the entering into
arrangements for the issuance and sale of one or more series of
tax-exempt bonds (the "Tax-Exempt Bonds"), (B) the Securities and
Exchange Commission's Order, dated October 3, 1995, granting and
permitting to become effective the Application-Declaration, as
amended, with respect to the foregoing matters, and (C) the
subsequent consummation, on December 6, 1995, of the entry by the
Company into an Installment Sale Agreement with the Parish of St.
Charles, State of Louisiana (the "Parish"), and the related
financing of the acquisition and construction of certain solid
waste disposal facilities and water pollution control facilities
through the issuance by the Parish of its Tax-Exempt Bonds (the
"Transactions").  In connection therewith, we advise as follows:

     (1)  The Company is a corporation duly organized and validly
     existing under the laws of the State of Louisiana.

     (2)  The Transactions have been consummated in accordance
     with the Application-Declaration, as amended, and the Order
     of the Securities and Exchange Commission with respect
     thereto.

     (3)  All state laws that relate or are applicable to the
     participation by the Company in the Transactions (other than
     so called "blue-sky" or similar laws, upon which we do not
     pass herein) have been complied with.

     (4)  The consummation of the Transactions by the Company has
     not violated the legal rights of the holders of any
     securities issued by the Company or any associate company
     thereof.

     We are members of the New York Bar and do not hold ourselves
out as experts on the laws of any other state.  In giving this
opinion, we have relied, as to all matters governed by the laws
of the Louisiana, upon an opinion of even date herewith of Denise
C. Redmann, Senior Attorney, Corporate and Securities, of Entergy
Services, Inc., which is to be filed as an exhibit to the
Certificate pursuant to Rule 24.

     We hereby consent to the use of this opinion as an exhibit
to the Certificate pursuant to Rule 24.

                                             Very truly yours,

                                             /s/ Reid & Priest LLP

                                             REID & PRIEST LLP