8-K

               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
                                
  Date of Report (Date earliest event reported) April 25, 1995
                                
                                
Commission   Registrant, State of Incorporation,     I.R.S. Employer
File Number  Address and Telephone Number            Identification No.

0-5807       NEW ORLEANS PUBLIC SERVICE INC.         72-0273040
             (a Louisiana corporation)
             639 Loyola Avenue
             New Orleans, Louisiana  70113
             Telephone (504) 569-4000
             
1-11299      ENTERGY CORPORATION                     13-5550175
             (a Delaware corporation)
             639 Loyola Avenue
             New Orleans, Louisiana  70113
             Telephone (504) 529-5262
             
                                

                                
Form 8-K                                                 Page 1
New Orleans Public Service, Inc.
Entergy Corporation


Item 5.   Other Events


          On April 25, 1995, New Orleans Public Service Inc. (the
"Company") entered into an Underwriting Agreement with Morgan
Stanley & Co. Incorporated, as Underwriter, for the sale of
$30,000,000 aggregate principal amount of the Company's General
and Refunding Mortgage Bonds, 8.67% Series due April 1, 2005.
Such series is a portion of the $145,000,000 aggregate principal
amount of General and Refunding Mortgage Bonds of the Company
registered by the Company under Rule 415 pursuant to the
Securities Act of 1933 by a Registration Statement on Form S-3,
dated, on February 4, 1993, (File No. 33-57926).  This report on
Form 8-K is being filed to incorporate by reference the documents
in definitive form referred to below as Exhibits to the
aforementioned Registration Statement.

Exhibits:   
 1.         Underwriting Agreement, dated April 25, 1995,
            between the Company and Morgan Stanley & Co.
            Incorporated as Underwriter.
            
 4.    (a)  Fifth Supplemental Indenture, dated as of April
            1, 1995, to the Mortgage and Deed of Trust,
            dated as of May 1, 1987, between the Company
            and Bank of Montreal Trust Company and Z.
            George Klodnicki (Mark F. McLaughlin,
            successor) Trustees.
            
       (b)  Form of General and Refunding Mortgage Bond,
            8.67% Series due
            April 1, 2005.




Form 8-K                                             Page 2
New Orleans Public Service Inc.
Entergy Corporation



                            SIGNATURE
                                
                                
          Pursuant to the requirements of the Securities Exchange
Act 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                                 NEW ORLEANS PUBLIC SERVICE INC.
                                 
                                 
                                 
                                 By:   /s/ Lee W. Randall
                                          Lee W. Randall
                                      Vice President, Chief
                                        Accounting Officer
                                     and Assistant Secretary
                                 
                                 ENTERGY CORPORATION
                                 
                                 
                                                 
                                 By: /s/ Michael G. Thompson
                                       Michael G. Thompson
                                   Senior Vice President, Chief Legal
                                      Officer and Secretary
Dated:  April 25, 1995           

EX-1

                                                        Exhibit 1





                NEW ORLEANS PUBLIC SERVICE INC.


                          $30,000,000
              General and Refunding Mortgage Bonds
                 8.67% Series due April 1, 2005



                     UNDERWRITING AGREEMENT



                                                   April 20, 1995


Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020


Ladies and Gentlemen:

          The undersigned, New Orleans Public Service Inc., a
Louisiana corporation (the "Company"), proposes to issue and sell
to you, as Underwriter, an aggregate of $30,000,000 principal
amount of the Company's General and Refunding Mortgage Bonds,
8.67% Series due April 1, 2005 (the "Bonds"), as follows:

          SECTION 1.  Purchase and Sale.  On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company shall
issue and sell to you, and you shall purchase from the Company,
at the time and place herein specified, the Bonds at 99.35% of
the principal amount of the Bonds plus accrued interest thereon
from April 1, 1995, to the Closing Date (as defined herein).

          SECTION 2.  Description of Bonds.  The Bonds shall be
issued under and pursuant to the Company's Mortgage and Deed of
Trust, dated as of May 1, 1987 with Bank of Montreal Trust
Company, as Corporate Trustee, and Mark F. McLaughlin (successor
to Z. George Klodnicki), as Co-Trustee (the Co-Trustee, together
with the Corporate Trustee, are hereinafter called the
"Trustees"), as supplemented and as the same shall be further
supplemented by the Fifth Supplemental Indenture, dated as of
April 1, 1995 (the "Supplemental Indenture").  Said Mortgage and
Deed of Trust, as supplemented and as the same shall be further
supplemented by the Supplemental Indenture, is hereinafter
referred to as the "Mortgage".  The Bonds and the Supplemental
Indenture shall have the terms and provisions described in the
Prospectus hereinafter referred to, provided that subsequent to
the date hereof and prior to the Closing Date the form of the
Supplemental Indenture may be amended by mutual agreement between
the Company and you.


          SECTION 3.  Representations and Warranties of the
Company.  The Company represents and warrants to you that:

          (a)  The Company is duly organized and validly existing
     as a corporation in good standing under the laws of the
     State of Louisiana and has the necessary corporate power and
     authority to conduct the business which it is described in
     the Prospectus (hereinafter defined) as conducting and to
     own and operate the properties owned and operated by it in
     such business.

          (b)  The Company has filed with the Securities and
     Exchange Commission (the "Commission") a Registration
     Statement (as defined below) on Form S-3 (File No. 33-57926)
     for the registration of $145,000,000 aggregate principal
     amount of the Company's General and Refunding Mortgage Bonds
     (the "General and Refunding Mortgage Bonds") under the
     Securities Act of 1933, as amended (the "Securities Act"),
     and the Registration Statement has become effective.  The
     prospectus forming a part of the Registration Statement at
     the time the Registration Statement became effective,
     including all documents incorporated by reference therein at
     that time pursuant to Item 12 of Form S-3, is hereinafter
     referred to as the "Basic Prospectus".  In the event that
     the Basic Prospectus shall have been amended, revised or
     supplemented (but excluding any amendments, revisions or
     supplements to the Basic Prospectus relating solely to
     General and Refunding Mortgage Bonds other than the Bonds)
     prior to the time of effectiveness of this Underwriting
     Agreement, and with respect to any documents filed by the
     Company pursuant to Section 13, 14 or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), after the time the Registration Statement became
     effective and up to the time of effectiveness of this
     Underwriting Agreement (but excluding documents incorporated
     therein by reference relating solely to General and
     Refunding Mortgage Bonds other than the Bonds), which
     documents are deemed to be incorporated by reference in the
     Basic Prospectus, the term "Basic Prospectus" as used herein
     shall also mean such prospectus as so amended, revised or
     supplemented.  The Registration Statement in the form in
     which it became effective and as it may have been amended by
     any amendment thereto included in the Basic Prospectus
     (including for these purposes as an amendment any document
     incorporated by reference in the Basic Prospectus), and the
     Basic Prospectus as it shall be supplemented to reflect the
     terms of offering and sale of the Bonds by a prospectus
     supplement (a "Prospectus Supplement") to be filed with, or
     transmitted for filing to, the Commission pursuant to Rule
     424 under the Securities Act ("Rule 424"), are hereinafter
     referred to as the "Registration Statement" and the
     "Prospectus," respectively.

          (c)  (i) After the time of effectiveness of this
     Underwriting Agreement and during the time specified in
     Section 6(d), the Company will not file any amendment to the
     Registration Statement (except any amendment relating solely
     to General and Refunding Mortgage Bonds other than the
     Bonds) or supplement to the Prospectus and (ii) between the
     time of effectiveness of this Underwriting Agreement and the
     Closing Date, the Company will not file any document that is
     to be incorporated by reference in, or any supplement
     (including the Prospectus Supplement) to, the Basic
     Prospectus, in either case, without prior notice to you and
     to Winthrop, Stimson, Putnam & Roberts ("Counsel for the
     Underwriter"), and (iii) within either of the time periods
     specified in clauses (i) or (ii), the Company will not file
     any such amendment or supplement to which said Counsel shall
     reasonably object on legal grounds in writing.  For purposes
     of this Underwriting Agreement, any document that is filed
     with the Commission after the time of effectiveness of this
     Underwriting Agreement and incorporated by reference in the
     Prospectus (except documents incorporated by reference
     relating solely to General and Refunding Mortgage Bonds
     other than the Bonds) pursuant to Item 12 of Form S-3 shall
     be deemed a supplement to the Prospectus.

          (d)  The Registration Statement, in the form in which
     it became effective, and the Mortgage, at such effective
     time, fully complied, and the Prospectus, when filed with,
     or transmitted for filing to, the Commission pursuant to
     Rule 424 and at the Closing Date (hereinafter defined), as
     it may then be amended or supplemented, will fully comply,
     in all material respects with the applicable provisions of
     the Securities Act, the Trust Indenture Act of 1939, as
     amended (the "Trust Indenture Act"), and the rules and
     regulations of the Commission thereunder or pursuant to said
     rules and regulations are or will be deemed to comply
     therewith.  The documents incorporated by reference in the
     Prospectus pursuant to Item 12 of Form S-3, on the date such
     documents were first filed with the Commission pursuant to
     the Exchange Act, fully complied or will fully comply in all
     material respects with the applicable provisions of the
     Exchange Act and the rules and regulations of the Commission
     thereunder or pursuant to said rules and regulations are or
     will be deemed to comply therewith.  On the later of (i) the
     date the Registration Statement was declared effective by
     the Commission under the Securities Act or (ii) the date
     that the Company's most recent Annual Report on Form 10-K
     was filed with the Commission under the Exchange Act (the
     date described in either clause (i) or (ii) is hereinafter
     referred to as the "Effective Date"), the Registration
     Statement did not, and on the date that any post-effective
     amendment to the  Registration Statement became or becomes
     effective (but excluding any post-effective amendment
     relating solely to General and Refunding Mortgage Bonds
     other than the Bonds), the Registration Statement, as
     amended by any such post-effective amendment, did not or
     will not, as the case may be, contain an untrue statement of
     a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements
     therein not misleading.  At the time the Prospectus is filed
     with, or transmitted for filing to, the Commission pursuant
     to Rule 424 and at the Closing Date, the Prospectus as it
     may be amended or supplemented will not include an untrue
     statement of a material fact or omit to state a material
     fact necessary in order to make the statements therein, in
     the light of the circumstances under which they are made,
     not misleading, and on said dates and at such times the
     documents then incorporated by reference in the Prospectus
     pursuant to Item 12 of Form S-3, when read together with the
     Prospectus, or the Prospectus as it may then be amended or
     supplemented, will not include an untrue statement of a
     material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements
     therein, in the light of the circumstances under which they
     are made, not misleading.  The foregoing representations and
     warranties in this paragraph (c) shall not apply to
     statements or omissions made in reliance upon and in
     conformity with written information furnished to the Company
     by you or on your behalf specifically for use in connection
     with the preparation of the Registration Statement or the
     Prospectus, as they may be amended or supplemented, or to
     any statements in, or omissions from, the statements of
     eligibility, as either may be amended, under the Trust
     Indenture Act, of the Trustees under the Mortgage.

          (d)  The issuance and sale of the Bonds and the
     fulfillment of the terms of this Underwriting Agreement will
     not result in a breach of any term or provision of, or
     constitute a default under, the Mortgage or any other
     financing agreement or instrument to which the Company is
     now a party.

          (e)  Except as set forth or contemplated in the
     Prospectus as it may be amended or supplemented, the Company
     possesses adequate franchises, licenses, permits, and other
     rights to conduct its business and operations as now
     conducted, without any known conflicts with the rights of
     others which could have a material adverse effect on the
     Company.


          SECTION 4.  Offering.  The Company is advised by you
that you propose to make a public offering of the Bonds as soon
after the time of effectiveness of this Underwriting Agreement as
in your judgment is advisable.  The Company is further advised by
you that the Bonds will be offered to the public at the initial
public offering price specified in the Prospectus Supplement plus
accrued interest thereon from April 1, 1995 to the Closing Date.


          SECTION 5.  Time and Place of Closing.  Delivery of the
Bonds and payment of the purchase price therefor by wire transfer
of immediately available funds shall be made at the offices of
Reid & Priest LLP, 40 West 57th Street, New York, New York, at
10:00 A.M., New York time, on April 27, 1995, or at such other
time on the same or such other day as shall be agreed upon by the
Company and you.  The hour and date of such delivery and payment
are herein called the "Closing Date".

          The Bonds shall be delivered to you in book-entry form
through the facilities of The Depository Trust Company in New
York, New York.  The certificates for the Bonds shall be in the
form of one or more typewritten bonds in fully registered form,
in the aggregate principal amount of the Bonds, and registered in
the name of Cede & Co., as nominee of The Depository Trust
Company.  The Company agrees to make the Bonds available to you
for checking not later than 2:30 P.M., New York time, on the last
business day preceding the Closing Date at such place as may be
agreed upon between you and the Company, or at such other time
and/or date as may be agreed upon between you and the Company.


          SECTION 6.  Covenants of the Company.  The Company
covenants and agrees with you that:

          (a)  Not later than the Closing Date, the Company will
     deliver to you a copy of the Registration Statement, as
     originally filed with the Commission, and of all amendments
     thereto relating to the Bonds, certified by an officer of
     the Company to be in the form filed.

          (b)  The Company will deliver to you as many copies of
     the Prospectus (and any amendments or supplements thereto)
     as you may reasonably request.

          (c)  The Company will cause the Prospectus to be filed
     with, or transmitted for filing to, the Commission pursuant
     to and in compliance with Rule 424(b) and will advise you
     promptly of the issuance of any stop order under the
     Securities Act with respect to the Registration Statement or
     the institution of any proceedings therefor of which the
     Company shall have received notice.  The Company will use
     its best efforts to prevent the issuance of any such stop
     order and to secure the prompt removal thereof if issued.

          (d)  During such period of time after this Underwriting
     Agreement shall have become effective as you are required by
     law to deliver a prospectus, if any event relating to or
     affecting the Company, or of which the Company shall be
     advised by you in writing, shall occur which in the
     Company's opinion should be set forth in a supplement or
     amendment to the Prospectus in order to make the Prospectus
     not misleading in the light of the circumstances when it is
     delivered to a purchaser of the Bonds, the Company will
     amend or supplement, or cause to be amended or supplemented,
     the Prospectus by either (i) preparing and filing with the
     Commission and furnishing to you a reasonable number of
     copies of a supplement or supplements or an amendment or
     amendments to the Prospectus, or (ii) making an appropriate
     filing pursuant to Section 13, 14 or 15(d) of the Exchange
     Act, which will supplement or amend the Prospectus, so that,
     as supplemented or amended, it will not include an untrue
     statement of a material fact or omit to state any material
     fact required to be stated therein or necessary in order to
     make the statements therein, in the light of the
     circumstances when the Prospectus is delivered to a
     purchaser, not misleading.  Unless such event relates solely
     to your activities (in which case you shall assume the
     expense of preparing any such amendment or supplement), the
     expenses of complying with this Section 6(d) shall be borne
     by the Company until the expiration of nine months from the
     date of the Prospectus, and such expenses shall be borne by
     you thereafter.

          (e)  The Company will make generally available to its
     security holders, as soon as practicable, an earning
     statement (which need not be audited) covering a period of
     at least twelve months beginning after the "effective date
     of the registration statement" within the meaning of Rule
     158 under the Securities Act, which earning statement shall
     be in such form, and be made generally available to security
     holders in such a manner, so as to meet the requirements of
     the last paragraph of Section 11(a) of the Securities Act
     and Rule 158 promulgated under the Securities Act.

          (f)  At any time within six months of the date hereof,
     the Company will furnish such proper information as may be
     lawfully required and otherwise will cooperate in qualifying
     the Bonds for offer and sale under the "blue sky" laws of
     such jurisdictions as you may reasonably designate, provided
     that the Company shall not be required to qualify as a
     foreign corporation or dealer in securities, to file any
     consents to service of process under the laws of any
     jurisdiction, or to meet any other requirements deemed by it
     to be unduly burdensome.

          (g)  The Company will, except as herein provided, pay
     or cause to be paid all expenses and taxes (except transfer
     taxes) in connection with (i) the preparation and filing of
     the Registration Statement and any post-effective amendments
     thereto, (ii) the printing, issuance and delivery of the
     Bonds and the preparation, execution, printing and
     recordation of the Supplemental Indenture, (iii) legal fees
     and expenses relating to the qualification of the Bonds
     under the "blue sky" laws of various jurisdictions and the
     determination of the eligibility of the Bonds for investment
     under the laws of various jurisdictions in an amount not to
     exceed $3,500, (iv) the printing and delivery to you of
     reasonable quantities of copies of the Registration
     Statement, the Preliminary (and any Supplemental) Blue Sky
     Survey and the Prospectus and any amendment or supplement
     thereto, except as otherwise provided in paragraph (d) of
     this Section 6, (v) fees of the rating agencies in
     connection with the rating of the Bonds, and (vi) fees (if
     any) of the National Association of Securities Dealers, Inc.
     in connection with its review of the terms of the offering.
     Except as provided above, the Company shall not be required
     to pay any amount for any of your expenses, except that, if
     this Underwriting Agreement shall be terminated in
     accordance with the provisions of Section 7, 8 or 11, the
     Company will reimburse you for (i) the fees and expenses of
     Counsel for the Underwriter, whose fees and expenses you
     agree to pay in any other event, and (ii) reasonable
     out-of-pocket expenses, in an amount not exceeding in the
     aggregate $15,000, incurred in contemplation of the
     performance of this Underwriting Agreement.  The Company
     shall not in any event be liable to you for damages on
     account of loss of anticipated profits.

          (h)  The Company will not sell any additional General
     and Refunding Mortgage Bonds without your consent until the
     earlier to occur of (i) the Closing Date or (ii) the date of
     the termination of the fixed price offering restrictions
     applicable to you.  You agree to notify the Company of such
     termination if it occurs prior to the Closing Date.

          (i)  As soon as practicable after the Closing Date, the
     Company will make all recordings, registrations and filings
     necessary to perfect and preserve the lien of the Mortgage
     and the rights under the Supplemental Indenture, and the
     Company will use its best efforts to cause to be furnished
     to you a supplemental opinion of counsel for the Company,
     addressed to you, stating that all such recordings,
     registrations and filings have been made.


          SECTION 7.  Conditions of Underwriter's Obligations.
Your obligations to purchase and pay for the Bonds shall be
subject to the accuracy on the date hereof and on the Closing
Date of the representations and warranties made herein on the
part of the Company and of any certificates furnished by the
Company and to the following conditions:

          (a)  The Prospectus shall have been filed with, or
     transmitted for filing to, the Commission pursuant to Rule
     424(b) prior to 5:30 P.M., New York time, on the second
     business day following the date of this Underwriting
     Agreement, or such other time and date as may be agreed upon
     by the Company and you.

          (b)  No stop order suspending the effectiveness of the
     Registration Statement shall be in effect at or prior to the
     Closing Date; no proceedings for such purpose shall be
     pending before, or, to your knowledge or the knowledge of
     the Company, threatened by, the Commission on the Closing
     Date; and you shall have received a certificate of the
     Company, dated the Closing Date and signed by the President
     or a Vice President of the Company, to the effect that no
     such stop order has been or is in effect and that no
     proceedings for such purpose are pending before, or, to the
     knowledge of the Company, threatened by, the Commission.

          (c)  Prior to 6:00 P.M., New York time, on the second
     business day after the effective date of the Underwriting
     Agreement, or at such later time and date as may be approved
     by you, there shall have been issued, and at the Closing
     Date there shall be in full force and effect, a resolution
     or resolutions of the Council of the City of New Orleans,
     Louisiana, authorizing the issuance and sale of the Bonds.

          (d)  At the Closing Date, you shall have received from
     Monroe & Lemann (A Professional Corporation) and Reid &
     Priest LLP, each counsel to the Company, opinions, dated the
     Closing Date, substantially in the forms set forth in
     Exhibits A and B hereto, respectively, (i) with such changes
     therein as may be agreed upon by the Company and you with
     the approval of Counsel for the Underwriter, and (ii) if the
     Prospectus shall be supplemented after being furnished to
     you for use in offering the Bonds, with changes therein to
     reflect such supplementation.

          (e)  At the Closing Date, you shall have received from
     Counsel for the Underwriter, an opinion, dated the Closing
     Date, substantially in the form set forth in Exhibit C
     hereto, with such changes therein as may be necessary to
     reflect any supplementation of the Prospectus prior to the
     Closing Date.

          (f)  On or prior to the effective date of this
     Underwriting Agreement, you shall have received from Coopers
     & Lybrand L.L.P., the Company's independent certified public
     accountants (the "Accountants"), a letter dated the date
     hereof and addressed to you to the effect that (i) they are
     independent certified public accountants with respect to the
     Company, within the meaning of the Securities Act and the
     applicable published rules and regulations thereunder; (ii)
     in their opinion, the financial statements and financial
     statement schedules audited by them and included or
     incorporated by reference in the Prospectus comply as to
     form in all material respects with the applicable accounting
     requirements of the Securities Act and the Exchange Act, and
     the related published rules and regulations thereunder;
     (iii) on the basis of performing the procedures specified by
     the American Institute of Certified Public Accountants for a
     review of interim financial information as described in SAS
     No. 71, Interim Financial Information, on the latest
     unaudited financial statements, if any, included or
     incorporated by reference in the Prospectus, a reading of
     the latest available interim unaudited financial statements
     of the Company, the minutes of the meetings of the Board of
     Directors of the Company, the Executive Committee thereof,
     and the stockholder(s) of the Company, since December 31,
     1994 to a specified date not more than five days prior to
     the date of such letter or letters, and inquiries of
     officers of the Company who have responsibility for
     financial and accounting matters (it being understood that
     the foregoing procedures do not constitute an examination
     made in accordance with generally accepted auditing
     standards and that they would not necessarily reveal matters
     of significance with respect to the comments made in such
     letter and, accordingly, that the Accountants make no
     representations as to the sufficiency of such procedures for
     your purposes), nothing has come to their attention which
     caused them to believe that, to the extent applicable, (A)
     unaudited financial statements of the Company included or
     incorporated by reference in the Prospectus do not comply as
     to form in all material respects with the applicable
     accounting requirements of the Exchange Act and the related
     published rules and regulations thereunder; (B) any material
     modifications should be made to said unaudited financial
     statements for them to be in conformity with generally
     accepted accounting principles; and (C) at a specified date
     not more than five business days prior to the date of the
     letter, there was any change in the capital stock or
     long-term debt of the Company, or decrease in its net
     assets, in each case as compared with amounts shown in the
     most recent balance sheet incorporated by reference in the
     Prospectus, except in all instances for changes or decreases
     which the Prospectus discloses have occurred or may occur,
     for declarations of dividends, for the repayment or
     redemption of long-term debt, for the amortization of
     premium or discount on long-term debt, for the redemption or
     purchase of preferred stock for sinking fund purposes, for
     any increases in long-term debt in respect of previously
     issued pollution control, solid waste disposal or industrial
     development revenue bonds, or for changes or decreases as
     set forth in such letter, identifying the same and
     specifying the amount thereof; and (iv) stating that they
     have compared specific dollar amounts, percentages of
     revenues and earnings and other financial information
     pertaining to the Company set forth in the Prospectus and
     specified in Exhibit D hereto to the extent that such
     amounts, numbers, percentages and information may be derived
     from the general accounting records of the Company, and
     excluding any questions requiring an interpretation by legal
     counsel, with the results obtained from the application of
     specified readings, inquiries and other appropriate
     procedures (which procedures do not constitute an
     examination in accordance with generally accepted auditing
     standards) set forth in the letter, and found them to be in
     agreement.

          (g)  At the Closing Date, you shall have received a
     certificate of the Company, dated the Closing Date and
     signed by the President or a Vice President of the Company,
     to the effect that (i) the representations and warranties of
     the Company contained herein are true and correct, (ii) the
     Company has performed and complied with all agreements and
     conditions in this Underwriting Agreement to be performed or
     complied with by the Company at or prior to the Closing
     Date, and (iii) since the most recent date as of which
     information is given in the Prospectus, as it may be amended
     or supplemented, there has not been any material adverse
     change in the business, property or financial condition of
     the Company, and there has not been any material transaction
     entered into by the Company, other than transactions in the
     ordinary course of business, in each case other than as
     referred to in, or contemplated by, such Prospectus, as it
     may be amended or supplemented.

          (h)  At the Closing Date, you shall have received duly
     executed counterparts of the Supplemental Indenture.

          (i)  At the Closing Date, you shall have received from
     the Accountants a letter, dated the Closing Date,
     confirming, as of a date not more than five business days
     prior to the Closing Date, the statements contained in the
     letter delivered pursuant to Section 7(f) hereof.

          (j)  At the Closing Date, you shall have received from
     Deloitte & Touche LLP a letter, dated the Closing Date, with
     respect to certain financial information contained in the
     Prospectus, as mutually agreed to by you and the Company.

          (k)  Between the date hereof and the Closing Date, no
     Default (or an event which, with the giving of notice or the
     passage of time or both, would constitute a Default) under
     the Mortgage shall have occurred.

          (l)  Between the date hereof and the Closing Date,
     neither Moody's Investors Service, Inc. nor Standard and
     Poor's Ratings Group shall have lowered its rating of the
     Company's outstanding General and Refunding Mortgage Bonds
     or First Mortgage Bonds in any respect.

          (m)  Between the date hereof and the Closing Date, no
     other event shall have occurred with respect to or otherwise
     affecting the Company, which, in your reasonable opinion,
     materially impairs the investment quality of the Bonds.

          (n)  All legal matters in connection with the issuance
     and sale of the Bonds shall be satisfactory in form and
     substance to Counsel for the Underwriter.

          (o)  The Company will furnish you with additional
     conformed copies of such opinions, certificates, letters and
     documents as you may reasonably request.

          If any of the conditions specified in this Section
shall not have been fulfilled, this Underwriting Agreement may be
terminated by you upon notice thereof to the Company.  Any such
termination shall be without liability of any party to any other
party, except as otherwise provided in paragraph (g) of Section 6
and in Section 10.


          SECTION 8.  Conditions of the Company's Obligations.
The obligations of the Company hereunder shall be subject to the
following conditions:

          (a)  The Prospectus shall have been filed with, or
     transmitted for filing to, the Commission pursuant to Rule
     424(b) prior to 5:30 P.M., New York time, on the second
     business day following the date of this Underwriting
     Agreement, or such other time and date determined by the
     Company and approved by you.

          (b)  No stop order suspending the effectiveness of the
     Registration Statement shall be in effect at or prior to the
     Closing Date, and no proceedings for that purpose shall be
     pending before, or threatened by, the Commission on the
     Closing Date.

          (c)  Prior to 6:00 P.M., New York time, on the second
     business day after the effective date of the Underwriting
     Agreement, or at such later time and date as may be approved
     by you, there shall have been issued, and at the Closing
     Date there shall be in full force and effect, a resolution
     or resolutions of the Council of the City of New Orleans,
     Louisiana, authorizing the issuance and sale of the Bonds.

          In case any of the conditions specified in this Section
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Company upon notice thereof to you, provided
that, in the case of paragraph (a) above, the Company shall have
used its best efforts to comply with the requirements of Rule
424(b).  Any such termination shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.

          SECTION 9.  Indemnification.

          (a)  The Company shall indemnify, defend and hold
harmless you and each person who controls you within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages or
liabilities, joint or several, to which you or any of them may
become subject under the Securities Act or any other statute or
common law and shall reimburse you and any such controlling
person for any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by them
in connection with investigating any such losses, claims, damages
or liabilities or in connection with defending any actions,
insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement, as amended or supplemented, or the
omission or alleged omission to state therein a material fact
necessary to make the statements therein not misleading, or upon
an untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus (if used prior to the date
the Prospectus is filed with, or transmitted for filing to, the
Commission pursuant to Rule 424), or the Prospectus, as amended
or supplemented (if any amendments or supplements thereto shall
have been made), or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided, however, that the indemnity agreement contained in this
paragraph shall not apply to any such losses, claims, damages,
liabilities, expenses or actions arising out of, or based upon,
any such untrue statement or alleged untrue statement, or any
such omission or alleged omission, if such statement or omission
was made in reliance upon and in conformity with information
furnished herein or in writing to the Company by you specifically
for use in connection with the preparation of the Basic
Prospectus (if used prior to the date the Prospectus is filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424) or the Registration Statement or the Prospectus or any
amendment or supplement to any thereof or arising out of, or
based upon, statements in or omissions from that part of the
Registration Statement which shall constitute the statements of
eligibility under the Trust Indenture Act of the Trustees; and
provided further, that the indemnity agreement contained in this
subsection shall not inure to your benefit or to the benefit of
any person controlling you on account of any such losses, claims,
damages, liabilities, expenses or actions arising from the sale
of Bonds to any person in respect of the Basic Prospectus or the
Prospectus, as supplemented or amended furnished by you to a
person to whom any of the Bonds were sold (excluding in both
cases, however, any document then incorporated or deemed
incorporated by reference therein pursuant to Item 12 of Form S-
3), insofar as such indemnity relates to any untrue or misleading
statement or omission made in the Basic Prospectus or the
Prospectus but eliminated or remedied prior to the consummation
of such sale in the Prospectus, or any amendment or supplement
thereto furnished pursuant to Section 6(d) hereof, respectively,
unless a copy of the Prospectus (in the case of such a statement
or omission made in the Basic Prospectus) or such amendment or
supplement (in the case of such a statement or omission made in
the Prospectus) (excluding, however, any amendment or supplement
to the Basic Prospectus relating to any General and Refunding
Mortgage Bonds other than the Bonds and any document incorporated
or deemed incorporated by reference in the Prospectus or such
amendment or supplement) is furnished by you to such person (i)
with or prior to the written confirmation of the sale involved or
(ii) as soon as available after such written confirmation.

          (b)  You shall indemnify, defend and hold harmless the
Company, its directors and officers and each person who controls
any of the foregoing within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act, from and
against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under
the Securities Act or any other statute or common law and shall
reimburse each of them for any legal or other expenses
(including, to the extent hereinafter provided, reasonable
counsel fees) incurred by them in connection with investigating
any such losses, claims, damages or liabilities or in connection
with defending any action, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are
based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, as amended
or supplemented, or the omission or alleged omission to state
therein a material fact necessary to make the statements therein
not misleading, or upon an untrue statement or alleged untrue
statement of a material fact contained in, the Basic Prospectus
(if used prior to the date the Prospectus is filed with, or
transmitted for filing to, the Commission pursuant to Rule
424(b)), or the Prospectus, as amended or supplemented (if any
amendments or supplements thereto shall have been furnished), or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading, in each case, if (but only if) such
statement or omission was made in reliance upon and in conformity
with information furnished herein or in writing to the Company by
you specifically for use in connection with the preparation of
the Basic Prospectus (if used prior to the date the Prospectus is
filed with, or transmitted for filing to, the Commission pursuant
to Rule 424(b)) or of the Registration Statement or the
Prospectus or any amendment or supplement thereto.

          (c)  In case any action shall be brought, based upon
the Registration Statement, the Basic Prospectus or the
Prospectus (including amendments or supplements thereto), against
any party or parties in respect of which indemnity may be sought
pursuant to any of the preceding paragraphs, such party or
parties (hereinafter called the indemnified party) shall promptly
notify the party or parties against whom indemnity shall be
sought hereunder (hereinafter called the indemnifying party) in
writing, and the indemnifying party shall have the right to
participate at its own expense in the defense or, if it so
elects, to assume (in conjunction with any other indemnifying
party) the defense thereof, including the employment of counsel
reasonably satisfactory to the indemnified party and the payment
of all fees and expenses.  If the indemnifying party shall elect
not to assume the defense of any such action, the indemnifying
party shall reimburse the indemnified party for the reasonable
fees and expenses of any counsel retained by such indemnified
party.  Such indemnified party shall have the right to employ
separate counsel in any such action in which the defense has been
assumed by the indemnifying party and participate in the defense
thereof, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the employment
of counsel has been specifically authorized by the indemnifying
party or (ii) the named parties to any such action (including any
impleaded parties) include each of such indemnified party and the
indemnifying party and such indemnified party shall have been
advised by such counsel that a conflict of interest between the
indemnifying party and such indemnified party may arise and for
this reason it is not desirable for the same counsel to represent
both the indemnifying party and the indemnified party (it being
understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm
of attorneys for such indemnified party (plus any local counsel
retained by such indemnified party in its reasonable judgment).
The indemnified party shall be reimbursed for all such fees and
expenses as they are incurred.  The indemnifying party shall not
be liable for any settlement of any such action effected without
its consent, but if any such action is settled with the consent
of the indemnifying party or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless the indemnified party from and
against any loss or liability by reason of such settlement or
judgment.

          (d)  If the indemnification provided for under
subsections (a), (b) or (c) in this Section 9 is unavailable to
an indemnified party in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Company and you from the offering of the Bonds or
(ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one
hand and of you on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable
considerations.  The relative benefits received by the Company on
the one hand and you on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (after
deducting underwriting discounts and commissions but before
deducting expenses) to the Company bear to the total underwriting
discounts and commissions received by you, in each case as set
forth in the table on the cover page of the Prospectus.  The
relative fault of the Company on the one hand and of you on the
other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by you and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

          The Company and you agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph.  The amount paid or payable to an indemnified party as
a result of the losses, claims, damages and liabilities referred
to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of this Section 9(d), you
shall not be required to contribute any amount in excess of the
amount by which the total price at which the Bonds underwritten
by you and distributed to the public were offered to the public
exceeds the amount of any damages which you have otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

          SECTION 10.  Survival of Certain Representations and
Obligations.  Any other provision of this Underwriting Agreement
to the contrary notwithstanding, (a) the indemnity and
contribution agreements contained in Section 9 of, and the
representations and warranties and other agreements of the
Company contained in, this Underwriting Agreement shall remain
operative and in full force and effect regardless of (i) any
investigation made by or on your behalf or by or on behalf of the
Company or its directors or officers, or any of the other persons
referred to in Section 9 hereof and (ii) acceptance of
and payment for the Bonds and (b) the indemnity and contribution
agreements contained in Section 9 shall remain operative and in
full force and effect regardless of any termination of this
Underwriting Agreement.


          SECTION 11.  Termination.  This Underwriting Agreement
shall be subject to termination by notice given by written notice
from you to the Company, if (a) after the execution and delivery
of this Underwriting Agreement and prior to the Closing Date (i)
trading generally shall have been suspended on the New York Stock
Exchange by The New York Stock Exchange, Inc., the Commission or
other governmental authority, (ii) minimum or maximum ranges for
prices shall have been generally established on the New York
Stock Exchange by The New York Stock Exchange, Inc., the
Commission or other governmental authority, (iii) a general
moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State
authorities, or (iv) there shall have occurred any material
outbreak or escalation of hostilities or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the
case of any of the events specified in clauses (a) (i) through
(iv), such event singly or together with any other such event
makes it, in your reasonable judgment, impracticable to market
the Bonds.  This Underwriting Agreement shall also be subject to
termination, upon notice by you as provided above, if, in your
judgment, the subject matter of any amendment or supplement
(prepared by the Company) to the Prospectus (except for
information relating solely to the manner of public offering of
the Bonds or to your activity or to the terms of any series of
General and Refunding Mortgage Bonds not included in the Bonds)
filed or issued after the effectiveness of this Underwriting
Agreement by the Company shall have materially impaired the
marketability of the Bonds.  Any termination hereof, pursuant to
this Section 11, shall be without liability of any party to any
other party, except as otherwise provided in paragraph (g) of
Section 6 and in Section 10.


          SECTION 12.  Miscellaneous.  THIS UNDERWRITING
AGREEMENT SHALL BE A NEW YORK CONTRACT AND ITS VALIDITY AND
INTERPRETATION SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.  This Underwriting Agreement may be executed in any number
of separate counterparts, each of which, when so executed and
delivered, shall be deemed to be an original and all of which,
taken together, shall constitute but one and the same agreement.
This Underwriting Agreement shall become effective at the time a
fully-executed copy thereof is delivered to the Company and to
you.  This Underwriting Agreement shall inure to the benefit of
each of the Company, you and, with respect to the provisions of
Section 9, each director, officer and other persons referred to
in Section 9, and their respective successors.  Should any part
of this Underwriting Agreement for any reason be declared
invalid, such declaration shall not affect the validity of any
remaining portion, which remaining portion shall remain in full
force and effect as if this Underwriting Agreement had been
executed with the invalid portion thereof eliminated.  Nothing
herein is intended or shall be construed to give to any other
person, firm or corporation any legal or equitable right, remedy
or claim under or in respect of any provision in this
Underwriting Agreement.  The term "successor" as used in this
Underwriting Agreement shall not include any purchaser, as such
purchaser, of any Bonds from you.

          SECTION 13.  Notices.  All communications hereunder
shall be in writing and, if to you, shall be mailed or delivered
to you to the attention of your General Counsel at the address
set forth at the beginning of this Underwriting Agreement or, if
to the Company, shall be mailed or delivered to it at 639 Loyola
Avenue, New Orleans, Louisiana 70113, Attention: Treasurer.


                         
                         Very truly yours,

                         NEW ORLEANS PUBLIC SERVICE INC.


                         By:/s/ Lee W. Randall
                            Name: Lee W. Randall
                            Title: Vice President




Accepted as of the date first above written:



MORGAN STANLEY & CO. INCORPORATED


By:/s/ Bradford Hart
   Name: Bradford Hart
   Title: Vice President


                                                        EXHIBIT A






                [Letterhead of Monroe & Lemann]



                                                   April __, 1995



Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020


Ladies and Gentlemen:

          We are counsel for New Orleans Public Service Inc. (the
"Company") and have acted in that capacity in connection with the
issuance and sale by the Company to you, pursuant to the
agreement effective April __, 1995 (the "Underwriting
Agreement"), between the Company and you, of $30,000,000 in
aggregate principal amount of its General and Refunding Mortgage
Bonds, ____% Series due April 1, 2005 (the "Bonds"), issued
pursuant to the Company's Mortgage and Deed of Trust, dated as of
May 1, 1987, as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, including
the Fifth Supplemental Indenture (the "Supplemental Indenture")
dated as of April 1, 1995 (the Mortgage and Deed of Trust as so
amended and supplemented being hereinafter referred to as the
"Mortgage").  This opinion is rendered to you at the request of
the Company.

          We are familiar with the organization of the Company,
the Restatement of Articles of Incorporation and By-Laws of the
Company, both as amended, and the records of various corporate
and other proceedings relating to the authorization, issuance and
sale of the Bonds.  We have participated in the preparation of or
have examined and are familiar with (a) the Mortgage; (b) the
Underwriting Agreement; (c) the Registration Statement and the
Prospectus filed under the Securities Act; and (d) the
application or applications made to the Council of the City of
New Orleans, Louisiana, in connection with the issuance and sale
of the Bonds (the "Application").

          We have examined the order of the Commission (or
appropriate evidence thereof) relating to the effectiveness of
the Registration Statement, the qualification of the Mortgage
under the Trust Indenture Act and the Application.  We have also
examined such other documents and satisfied ourselves as to such
other matters as we have deemed necessary in order to render this
opinion.  In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to the originals of the
documents submitted to us as certified or photostatic copies. We
have not examined the Bonds, except a specimen thereof, and we
have relied upon a certificate of Bank of Montreal Trust Company
as to the authentication and delivery thereof.  Capitalized terms
used herein and not otherwise defined have the meanings ascribed
to such terms in the Underwriting Agreement.

          Upon the basis of our familiarity with the foregoing
and with the Company's properties and affairs generally, and
subject to the foregoing and to the further exceptions and
qualifications set forth below, we are of the opinion that:

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

               (2)  The Company is duly authorized by its
     Restatement of Articles of Incorporation, as amended, to
     conduct the utility business which it is described in the
     Prospectus as conducting, and possesses adequate, valid and
     subsisting franchises, certificates of public convenience
     and necessity, licenses and permits in order to, and is duly
     qualified to, conduct such business in the State of
     Louisiana.

               (3)  The Company has good and sufficient title to
     the properties described as owned by it in and as subject to
     the lien of the Mortgage (except properties released under
     the terms of the Mortgage), subject only to Excepted
     Encumbrances as defined in the Mortgage and to minor defects
     and encumbrances customarily found in properties of like
     size and character that do not materially impair the use of
     such properties by the Company.  The description of such
     properties set forth in the Mortgage is adequate to
     constitute the Mortgage as a lien thereon; subject to
     paragraph (4) hereof, the Mortgage, subject only to such
     minor defects and Excepted Encumbrances, constitutes a valid
     and direct lien upon said properties, which include
     substantially all of the permanent physical properties and
     franchises of the Company (other than those expressly
     excepted).  All permanent physical properties and franchises
     (other than those expressly excepted) acquired by the
     Company after the date of the Supplemental Indenture will,
     upon such acquisition, become subject to the lien of the
     Mortgage, subject, however, to such Excepted Encumbrances
     and to liens, if any, existing or placed thereon at the time
     of the acquisition thereof by the Company and except as
     limited by bankruptcy law.

               (4)  It will be necessary to record the
     Supplemental Indenture in Orleans and St. Bernard Parishes
     in Louisiana and to file with the Recorder of Mortgages for
     the Parish of Orleans, Louisiana, a Louisiana Form UCC-3
     amending UCC File No. 36-72304 to include the Supplemental
     Indenture before the liens created by the Supplemental
     Indenture become effective as to and enforceable against
     third parties.  However, all permanent physical properties
     and franchises of the Company (other than those expressly
     excepted in the Mortgage) presently owned by the Company are
     subject to the lien of the Mortgage, subject to minor
     defects and Excepted Encumbrances of the character referred
     to in paragraph (3) hereof.

               (5)  The Mortgage has been duly and validly
     authorized by all necessary corporate action on the part of
     the Company, has been duly and validly executed and
     delivered by the Company, is a legal, valid and binding
     instrument enforceable against the Company in accordance
     with its terms, except (i) as the same may be limited by the
     laws of the State of Louisiana, where the property covered
     thereby is located, affecting the remedies for the
     enforcement of the security provided for  therein, which
     laws do not, in our opinion, make inadequate remedies
     necessary for the realization of the benefits of such
     security, and (ii) as the same may be limited by bankruptcy,
     insolvency, fraudulent conveyance, reorganization or other
     similar laws affecting enforcement of mortgagees' and other
     creditors' rights and general equitable principles
     (regardless of whether such enforceability is considered in
     a proceeding in equity or at law) and is qualified under the
     Trust Indenture Act, and no proceedings to suspend such
     qualification have been instituted or, to our knowledge,
     threatened by the Commission.

               (6)  The Bonds are legal, valid and binding
     obligations of the Company enforceable in accordance with
     their terms, except as limited by bankruptcy, insolvency,
     fraudulent conveyance, reorganization or other similar laws
     affecting enforcement of mortgagees' and other creditors'
     rights and by general equitable principles (regardless of
     whether such enforceability is considered in a proceeding in
     equity or at law) and are entitled to the benefit of the
     security afforded by the Mortgage.

               (7)  The statements made in the Prospectus and the
     Prospectus Supplement under the captions "Description of the
     New G&R Bonds" and "Description of the New Bonds,"
     respectively, insofar as they purport to constitute
     summaries of the documents referred to therein, or of the
     benefits purported to be afforded by such documents
     (including, without limitation, the lien of the Mortgage),
     constitute accurate summaries of the terms of such documents
     and of such benefits in all material respects.

               (8)  The Underwriting Agreement has been duly
     authorized, executed and delivered by the Company.

               (9)  Except as to the financial statements and
     other financial or statistical data included or incorporated
     by reference therein, upon which we do not pass, the
     Registration Statement, at the time it became effective, and
     the Prospectus, at the time first filed with the Commission
     pursuant to Rule 424 under the Securities Act, complied as
     to form in all material respects with the applicable
     requirements of the Securities Act and (except with respect
     to the parts of the Registration Statement that constitute
     the statements of eligibility of the Trustees, upon which we
     are not passing) the Trust Indenture Act, and the applicable
     instructions, rules and regulations of the Commission
     thereunder or pursuant to said instructions, rules and
     regulations are deemed to comply therewith; and, with
     respect to the documents or portions thereof filed with the
     Commission pursuant to the Exchange Act, and incorporated by
     reference in the Prospectus pursuant to Item 12 of Form S-3,
     such documents or portions thereof, on the date first filed
     with the Commission, complied as to form in all material
     respects with the applicable provisions of the Exchange Act,
     and the applicable instructions, rules and regulations of
     the Commission thereunder or pursuant to said instructions,
     rules and regulations are deemed to comply therewith; the
     Registration Statement has become and is effective under the
     Securities Act; and, to the best of our knowledge, no stop
     order suspending the effectiveness of the Registration
     Statement has been issued and no proceedings for a stop
     order with respect thereto are pending or threatened under
     Section 8(d) of the Securities Act.

               (10)  An appropriate resolution or resolutions
     have been entered by the Council of the City of New Orleans,
     Louisiana, authorizing the issuance and sale of the Bonds;
     to the best of our knowledge, said resolution or resolutions
     are in full force and effect and are not subject to any
     pending appeal or request for rehearing or reconsideration;
     such resolution or resolutions are sufficient to authorize
     the issuance and sale of the Bonds by the Company pursuant
     to the Underwriting Agreement; and no further approval,
     authorization, consent or other order of any governmental
     body (other than in connection or compliance with the
     provisions of the securities or "blue sky" laws of any
     jurisdiction) is legally required to permit the issuance and
     sale of the Bonds by the Company pursuant to the
     Underwriting Agreement.

               (11)  The issuance and sale by the Company of the
     Bonds and the execution, delivery and performance by the
     Company of the Underwriting Agreement and the Mortgage (a)
     will not violate any provision of the Company's Restatement
     of Articles of Incorporation or By-laws, each as amended,
     (b) will not violate any provisions of, or constitute a
     default under, or result in the creation or imposition of
     any lien, charge or encumbrance on or security interest in
     (except as contemplated by the Mortgage) any of the assets
     of the Company pursuant to the provisions of, any mortgage,
     indenture, contract, agreement or other undertaking known to
     us (having made due inquiry with respect thereto) to which
     the Company is a party or which purports to be binding upon
     the Company or upon any of its assets, and (c) will not
     violate any provision of any Louisiana law or regulation
     applicable to the Company (other than the Louisiana
     securities or "blue sky" laws, upon which we are not
     passing) or, to the best of our knowledge (having made due
     inquiry with respect thereto), any provision of any order,
     writ, judgment or decree of any governmental instrumentality
     applicable to the Company.

          In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness,
completeness and fairness of the statements made by the Company
and information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in Paragraph 7 above.  In connection with
the preparation by the Company of the Registration Statement and
the Prospectus, we have had discussions with certain of the
Company's officers and representatives, with other counsel for
the Company, with the independent certified public accountants of
the Company who audited or reviewed the financial statements
included or incorporated by reference in the Registration
Statement, and with your representatives.  Our review of the
Registration Statement and the Prospectus and our discussions did
not disclose to us any information which gives us reason to
believe that the Registration Statement, at the Effective Date,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, at the time first filed with the Commission pursuant
to Rule 424 under the Securities Act and at the date hereof,
contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading.  We do not express
any belief as to the financial statements or other financial or
statistical data included or incorporated by reference in the
Registration Statement or the Prospectus, as to the parts of the
Registration Statement that constitute the statements of
eligibility of the Trustees or as to the information contained in
the Prospectus Supplement under the caption "Description of the
New Bonds - Book-Entry G&R Bonds".

          We have examined the portions of the information
contained in the Registration Statement that are stated therein
to have been made on our authority, and we believe such
information to be correct.  We have also examined the opinions of
even date herewith rendered to you by Reid & Priest LLP and
Winthrop, Stimson, Putnam & Roberts, and we concur in the
conclusions expressed therein insofar as they involve questions
of Louisiana law.

          We are members of the Louisiana Bar and do not hold
ourselves out as experts on the laws of any other state.  As to
all matters of New York law, we have relied, with your approval,
upon the opinion of even date herewith addressed to you by Reid &
Priest LLP of New York, New York.

          The opinion set forth above is solely for the benefit
of the addressee of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder, it is not being delivered for the benefit of, nor may
it be relied upon by, the holders of the Bonds, and it may not be
relied upon in any manner by any other person or for any other
purpose, without our prior written consent, except that Reid &
Priest LLP and Winthrop, Stimson, Putnam & Roberts may rely on
this opinion as to all matters of Louisiana law in rendering
their opinions required to be delivered under the Underwriting
Agreement.


                              Very truly yours,


                              MONROE & LEMANN




                                                        EXHIBIT B




               [Letterhead of Reid & Priest LLP]



                                                   April __, 1995


Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020


Ladies and Gentlemen:

          With reference to the issuance and sale by New Orleans
Public Service Inc. (the "Company") to you, pursuant to the
agreement effective April __, 1995 (the "Underwriting
Agreement"), between the Company and you, of $30,000,000 in
aggregate principal amount of its General and Refunding Mortgage
Bonds, ____% Series due April 1, 2005 (the "Bonds"), issued under
the Company's Mortgage and Deed of Trust, dated as of May 1,
1987, as heretofore amended and supplemented by all indentures
amendatory thereof and supplemental thereto, including the Fifth
Supplemental Indenture dated as of April 1, 1995 (the Mortgage
and Deed of Trust as so supplemented being hereinafter called the
"Mortgage"), we advise you that we are of counsel to the Company
and in that capacity have participated in the preparation of or
have examined and are familiar with (1) the Mortgage; (2) the
Registration Statement and the Prospectus filed under the
Securities Act; and (3) the Underwriting Agreement.  This opinion
is rendered to you at the request of the Company.

          We have participated in the preparation of or reviewed
the corporate proceedings with respect to the issuance and sale
of the Bonds.  We have also examined such other documents and
satisfied ourselves as to such other matters as we have deemed
necessary to enable us to render this opinion.  In such
examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
and the conformity to originals of the documents submitted to us
as certified or photostatic copies.  We have not examined the
Bonds, except a specimen thereof, and we have relied upon a
certificate of Bank of Montreal Trust Company as to the
authentication and delivery thereof.  Capitalized terms used
herein and not otherwise defined have the meanings ascribed to
such terms in the Underwriting Agreement.

          Based upon the foregoing, and subject to the foregoing
and to the further exceptions and qualifications set forth below,
we are of the opinion that:

          (1)  The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company, is a
legal, valid and binding instrument enforceable against the
Company in accordance with its terms, except (i) as the same may
be limited by the laws of the State of Louisiana, where the
property covered thereby is located, affecting the remedies for
the enforcement of the security provided for therein, and (ii) as
the same may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
enforcement of mortgagees' and other creditors' rights and
general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law)
and is qualified under the Trust Indenture Act, and no
proceedings to suspend such qualification have been instituted
or, to our knowledge, threatened by the Commission.

          (2)  The Bonds are legal, valid and binding obligations
of the Company enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement of
mortgagees' and other creditors' rights and by general equitable
principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and are entitled
to the benefit of the security afforded by the Mortgage.

          (3)  The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of the New
G&R Bonds" and "Description of the New Bonds," respectively,
insofar as they purport to constitute summaries of the documents
referred to therein, constitute accurate summaries of the terms
of such documents in all material respects.

          (4)  The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.

          (5)  Except as to the financial statements and other
financial or statistical data included or incorporated by
reference therein, upon which we do not pass, the Registration
Statement, at the time it became effective, and the Prospectus,
at the time first filed with the Commission pursuant to Rule 424
under the Securities Act, complied as to form in all material
respects with the applicable requirements of the Securities Act
and (except with respect to the parts of the Registration
Statement that constitute the statements of eligibility of the
Trustees, upon which we are not passing) the Trust Indenture Act,
and the applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; and, with respect to
the documents or portions thereof filed with the Commission
pursuant to the Exchange Act, and incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3, such documents or
portions thereof, on the date first filed with the Commission,
complied as to form in all material respects with the applicable
provisions of the Exchange Act, and the applicable instructions,
rules and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations are deemed to comply
therewith; the Registration Statement has become and is effective
under the Securities Act; and, to the best of our knowledge, no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for a stop order
with respect thereto are pending or threatened under Section 8(d)
of the Securities Act.

          (6)  An appropriate resolution or resolutions have been
entered by the Council of the City of New Orleans, Louisiana,
authorizing the issuance and sale of the Bonds; to the best of
our knowledge, said resolution or resolutions are in full force
and effect; such resolution or resolutions are sufficient to
authorize the issuance and sale of the Bonds by the Company
pursuant to the Underwriting Agreement; and no further approval,
authorization, consent or other order of any governmental body
(other than in connection or compliance with the provisions of
the securities or "blue sky" laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement.

          In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness,
completeness and fairness of the statements made by the Company
and information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in Paragraph 3 above.  In connection with
the preparation by the Company of the Registration Statement and
the Prospectus, we have had discussions with certain of the
Company's officers and representatives, with other counsel for
the Company, with the independent certified public accountants of
the Company who audited or reviewed the financial statements
included or incorporated by reference in the Registration
Statement, and with your representatives.  Our review of the
Registration Statement and the Prospectus and our discussions did
not disclose to us any information which gives us reason to
believe that the Registration Statement, at the Effective Date,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, at the time first filed with the Commission pursuant
to Rule 424 under the Securities Act and at the date hereof,
contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading.  We do not express
any opinion or belief as to the financial statements or other
financial or statistical data included or incorporated by
reference in the Registration Statement or the Prospectus, as to
the parts of the Registration Statement that constitute the
statements of eligibility of the Trustees or as to the
information contained in the Prospectus Supplement under the
caption "Description of the New Bonds - Book-Entry G&R Bonds".

          We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state.  As to
all matters of Louisiana law, we have relied upon the opinion of
even date herewith addressed to you by Monroe & Lemann (A
Professional Corporation), of New Orleans, Louisiana, counsel for
the Company.  We have not examined into and are not passing upon
matters relating to incorporation of the Company, titles to
property, franchises or the lien of the Mortgage.

          The opinion set forth above is solely for the benefit
of the addressee of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder, it is not being delivered for the benefit of, nor may
it be relied upon by, the holders of the Bonds, and it may not be
relied upon in any manner by any other person or for any other
purpose, without our prior written consent, except that Monroe &
Lemann, may rely on this opinion as to all matters of New York
law in rendering its opinion required to be delivered under the
Underwriting Agreement.


                                   Very truly yours,



                                   REID & PRIEST LLP
                                                        
                                                        
                                                        
                                                        EXHIBIT C



      [Letterhead of Winthrop, Stimson, Putnam & Roberts]



                                                   April __, 1995

Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020

Ladies and Gentlemen:

          We have acted as counsel for you as the underwriter of
$30,000,000 in aggregate principal amount of General and
Refunding Mortgage Bonds, ____% Series due April 1, 2005 (the
"Bonds"), issued by New Orleans Public Service Inc. (the
"Company") under the Company's Mortgage and Deed of Trust, dated
as of May 1, 1987, as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, including
the Fifth Supplemental Indenture dated as of April 1, 1995 (said
Mortgage and Deed of Trust as so amended and supplemented being
hereinafter referred to as the "Mortgage"), pursuant to the
agreement between you and the Company effective April __, 1995
(the "Underwriting Agreement").

          We are members of the New York Bar and, for purposes of
this opinion, do not hold ourselves out as experts on the laws of
any jurisdiction other than the State of New York and the United
States of America.  We have, with your consent, relied upon an
opinion of even date herewith addressed to you by Monroe & Lemann
(A Professional Corporation), of New Orleans, Louisiana, counsel
for the Company, as to the matters covered in such opinion
relating to Louisiana law.  We have reviewed said opinion and
believe that it is satisfactory.  We have also reviewed the
opinion of Reid & Priest LLP required by Section 7(d) of the
Underwriting Agreement, and we believe said opinion to be
satisfactory.

          We have also examined such documents and satisfied
ourselves as to such other matters as we have deemed necessary in
order to enable us to express this opinion.  As to various
questions of fact material to this opinion, we have relied upon
representations of the Company and statements in the Registration
Statement.  In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to
us as originals, and the conformity to the originals of the
documents submitted to us as certified or photostatic copies.  We
have not examined the Bonds, except a specimen thereof, and we
have relied upon a certificate of Bank of Montreal Trust Company
as to the authentication and delivery thereof.  We have not
examined into, and are expressing no opinion or belief as to
matters relating to, incorporation of the Company, titles to
property, franchises or the lien of the Mortgage.  Capitalized
terms used herein and not otherwise defined have the meanings
ascribed to such terms in the Underwriting Agreement.

          Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:

          (1)  The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company, is a
legal, valid and binding instrument enforceable against the
Company in accordance with its terms, except (i) as the same may
be limited by the laws of the State of Louisiana, where the
property covered thereby is located, affecting the remedies for
the enforcement of the security provided for therein and (ii) as
the same may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
enforcement of mortgagees' and other creditors' rights and
general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law)
and is qualified under the Trust Indenture Act, and no
proceedings to suspend such qualification have been instituted
or, to our knowledge, threatened by the Commission.

          (2)  The Bonds are legal, valid and binding obligations
of the Company enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement of
mortgagees' and other creditors' rights and by general equitable
principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and are entitled
to the benefit of the security purported to be afforded by the
Mortgage.

          (3)  The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of the New
G&R Bonds" and "Description of the New Bonds," respectively,
insofar as they purport to constitute summaries of the documents
referred to therein, constitute accurate summaries of the terms
of such documents in all material respects.

          (4)  The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.

          (5)  An appropriate resolution or resolutions have been
entered by the Council of the City of New Orleans, Louisiana,
authorizing the issuance and sale of the Bonds; to the best of
our knowledge, said resolution or resolutions are in full force
and effect; such resolution or resolutions are sufficient to
authorize the issuance and sale of the Bonds by the Company
pursuant to the Underwriting Agreement; and no further approval,
authorization, consent or other order of any governmental body
(other than in connection or compliance with the provisions of
the securities or "blue sky" laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement.

          (6)  Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the Registration
Statement, at the time it became effective, and the Prospectus,
at the time first filed with the Commission pursuant to Rule 424
under the Securities Act, complied as to form in all material
respects with the applicable requirements of the Securities Act
and (except with respect to the parts of the Registration
Statement that constitute the statements of eligibility of the
Trustees, upon which we are not passing) the Trust Indenture Act,
and the applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; and, with respect to
the documents or portions thereof filed with the Commission
pursuant to the Exchange Act, and incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3, such documents or
portions thereof, on the date first filed with the Commission,
complied as to form in all material respects with the applicable
provisions of the Exchange Act, and the applicable instructions,
rules and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations are deemed to comply
therewith; the Registration Statement has become and is effective
under the Securities Act; and, to the best of our knowledge, no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for a stop order
with respect thereto are pending or threatened under Section 8(d)
of the Securities Act.

          In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness,
completeness and fairness of the statements made by the Company
and information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph 3 above.  In connection with
the preparation by the Company of the Registration Statement and
the Prospectus, we have had discussions with certain of the
Company's officers and representatives, with counsel for the
Company, with the independent certified public accountants of the
Company who audited or reviewed the financial statements included
or incorporated by reference in the Registration Statement, and
with your representatives.  Our review of the Registration
Statement and the Prospectus and our discussions did not disclose
to us any information that gives us reason to believe that the
Registration Statement, at the Effective Date, contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus, at
the time first filed with the Commission pursuant to Rule 424
under the Securities Act and at the date hereof, contained or
contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.  We do not express any opinion or
belief as to the financial statements or other financial or
statistical data included or incorporated by reference in the
Registration Statement or the Prospectus, as to the parts of the
Registration Statement that constitute the statements of
eligibility of the Trustees or as to the information contained in
the Prospectus Supplement under the caption "Description of the
New Bonds - Book-Entry G&R Bonds".

          This opinion is solely for the benefit of the addressee
hereof in connection with the Underwriting Agreement and the
transactions contemplated thereunder and may not be relied upon
in any manner by any other person or for any other purpose,
without our prior written consent.


                              Very truly yours,



                              WINTHROP, STIMSON, PUTNAM & ROBERTS
                                                        
                                                        
                                                        EXHIBIT D


           ITEMS PURSUANT TO SECTION 7(f)(iv) OF THE
            UNDERWRITING AGREEMENT FOR INCLUSION IN
         LETTER OF THE ACCOUNTANTS REFERRED TO THEREIN


Caption                     Pages     Items
                                      
FORM 10-K FOR THE YEAR                
ENDED DECEMBER 31,                    
1994:

MANAGEMENT'S FINANCIAL       285      The amount of additional G&R Bonds
DISCUSSION AND                        or additional preferred stock
ANALYSIS--LIQUIDITY                   issuable by the Company as of
AND CAPITAL RESOURCES-                December 31, 1994 based upon the
- -NOPSI                                most restrictive applicable tests
                                      and assuming an annual interest or
                                      dividend rate of 9.25%.
                                      
SELECTED FINANCIAL           308      The amounts of operating revenues
DATA--FIVE YEAR                       by source for 1994.
COMPARISON--NOPSI                     

EX-4

                                                     Exhibit 4(a)




                 NEW ORLEANS PUBLIC SERVICE INC.
                                
                                
                               TO
                                
                                
                 BANK OF MONTREAL TRUST COMPANY
                                
                               And
                                
                       MARK F. McLAUGHLIN
               (successor to Z. George Klodnicki)
                  As Trustees under New Orleans
               Public Service Inc.'s Mortgage and
             Deed of Trust, dated as of May 1, 1987
                                
                                
                                
                                
                                
                                
                  FIFTH SUPPLEMENTAL INDENTURE
                                
                                
                Providing among other things for
              General and Refunding Mortgage Bonds,
                 8.67% Series due April 1, 2005
                         (Eighth Series)
                                
                                
                                
                                
                                
                                
                    Dated as of April 1, 1995




                  FIFTH SUPPLEMENTAL INDENTURE



       FIFTH  SUPPLEMENTAL INDENTURE, dated as of April 1,  1995,
between  NEW  ORLEANS PUBLIC SERVICE INC., a corporation  of  the
State  of  Louisiana,  whose post office address  is  639  Loyola
Avenue,  New Orleans, Louisiana 70113 and BANK OF MONTREAL  TRUST
COMPANY,  a corporation of the State of New York, whose principal
office  is  located at 77 Water Street, New York, New York  10005
and  MARK F. McLAUGHLIN (successor to Z. George Klodnicki), whose
post  office address is 44 Norwood Avenue, Allenhurst, New Jersey
07711, as trustees under the Mortgage and Deed of Trust, dated as
of  May  1,  1987, executed and delivered by the Company  (herein
called  the "Original Indenture"; the Original Indenture and  any
and  all  indentures and instruments supplemental  thereto  being
herein called the "Indenture");

       WHEREAS, the Original Indenture has been duly recorded and
filed  as required in the State of Louisiana simultaneously  with
the  recording  and  filing of the First  Supplemental  Indenture
thereto, dated as of May 1, 1987, between the Company and BANK OF
MONTREAL   TRUST  COMPANY  and  Z.  GEORGE  KLODNICKI  (Mark   F.
McLaughlin,  successor), as trustees (herein  called  the  "First
Supplemental Indenture"); and

       WHEREAS,  the Original Indenture was recorded  in  various
Parishes in the State of Louisiana; and

      WHEREAS, the Company executed and delivered to the Trustees
(as  such  term and all other defined terms used herein  and  not
defined  herein  having  the  respective  definitions  to   which
reference  is  made  in Article I below) its Second  Supplemental
Indenture,  dated  as of January 1, 1988, its Third  Supplemental
Indenture,  dated as of March 1, 1993 and its Fourth Supplemental
Indenture dated as of September 1, 1993, each as a supplement  to
the  Original Indenture, which Supplemental Indentures have  been
duly  recorded  in  various Parishes in the State  of  Louisiana,
which  Parishes  are  the  same  Parishes  in  which  this  Fifth
Supplemental Indenture is to be recorded; and

       WHEREAS,  the Company has heretofore issued, in accordance
with  the  provisions of the Indenture, the following  series  of
bonds;

                             Principal        Principal
   Series                      Amount           Amount
                                 Issued      Outstanding
                                           
10.95% Series due May 1, 1997       $75,000,000    $45,000,000
13.20% Series due February 1, 1991    1,400,000           None
13.60% Series due February 1, 1993   29,400,000           None
13.90% Series due February 1, 1995    9,200,000           None
7% Series due March 1, 2003          25,000,000     25,000,000
8% Series due March 1, 2023          45,000,000     45,000,000
7.55% Series due September 1, 2023   30,000,000     30,000,000

; and

       WHEREAS, Section 19.04 of the Original Indenture provides,
among  other things, that any power, privilege or right expressly
or impliedly reserved to or in any way conferred upon the Company
by  any provision of the Indenture, whether such power, privilege
or  right is in any way restricted or is unrestricted, may be  in
whole  or  in  part  waived or surrendered or  subjected  to  any
restriction  if  at  the  time  unrestricted,  or  to  additional
restriction if already restricted, and the Company may enter into
any  further  covenants, limitations, restrictions or  provisions
for  the  benefit  of  any  one or more series  of  bonds  issued
thereunder, or the Company may establish the terms and provisions
of  any series of bonds by an instrument in writing executed  and
acknowledged by the Company in such manner as would be  necessary
to  entitle a conveyance of real estate to be recorded in all  of
the  states in which any property at the time subject to the Lien
of the Indenture shall be situated; and

       WHEREAS,  the  Company desires to create a new  series  of
bonds  under  the  Indenture and to  add  to  its  covenants  and
agreements contained in the Indenture certain other covenants and
agreements to be observed by it; and

        WHEREAS,   all  things  necessary  to  make  this   Fifth
Supplemental Indenture a valid, binding and legal instrument have
been performed, and the issue of said series of bonds, subject to
the  terms  of  the  Indenture, has been  in  all  respects  duly
authorized;

        NOW,   THEREFORE,   THIS  FIFTH  SUPPLEMENTAL   INDENTURE
WITNESSETH:    That   NEW  ORLEANS  PUBLIC   SERVICE   INC.,   in
consideration of the premises and of Ten Dollars ($10) to it duly
paid  by  the Trustee at or before the ensealing and delivery  of
these  presents, the receipt whereof is hereby acknowledged,  and
in  order  to  secure the payment of both the  principal  of  and
interest  and  premium, if any, on the bonds from  time  to  time
issued  under the Indenture, according to their tenor and  effect
and the performance of all provisions of the Indenture (including
any  modification made as in the Indenture provided) and of  said
bonds,   hath  granted,  bargained,  sold,  released,   conveyed,
assigned,   transferred,   mortgaged,   hypothecated,   affected,
pledged,  set over and confirmed and granted a security  interest
in,  and  by  these presents doth grant, bargain, sell,  release,
convey,  assign, transfer, mortgage, hypothecate, affect, pledge,
set  over  and confirm and grant a security interest in (subject,
however, to Excepted Encumbrances as defined in Section  1.06  of
the  Original  Indenture), unto MARK F. McLAUGHLIN  and  (to  the
extent  of  its legal capacity to hold the same for the  purposes
hereof)  to BANK OF MONTREAL TRUST COMPANY, as Trustees,  and  to
their successor or successors in said trust, and to said Trustees
and  their  successors and assigns forever (1) all rights,  legal
and  equitable,  of  the  Company  (whether  in  accordance  with
Paragraph 32 of that certain Resolution No. R-86-112, adopted  by
the  Council  of the City of New Orleans on March  20,  1986  and
accepted  by  the  Company on March 25, 1986,  as  superseded  by
Resolution  No. R-91-157, effective October 4, 1991, or  pursuant
to  other  regulatory  authorization or by operation  of  law  or
otherwise), in the event of the purchase and acquisition  by  the
City  of  New  Orleans  (or any other governmental  authority  or
instrumentality or designee thereof) of properties and assets  of
the Company, to recover and receive payment and compensation from
the   City   (or  from  such  other  governmental  authority   or
instrumentality or designee thereof or any other  person)  of  an
amount  equal  to the aggregate uncollected balance  of  (A)  the
deferrals  of  Grand  Gulf I Costs (as defined  in  the  Original
Indenture) and the deferred carrying charges accrued thereon that
have accumulated prior to the City or such other entity providing
official  notice  to  the Company of the  City's  or  such  other
entity's intent to effect such purchase and acquisition  and  (B)
if  and to the extent that the City or such other entity and  the
Company  agree that the City or such other entity is  liable  for
all  or  a portion of the aggregate uncollected balance  of  such
deferrals  accumulating thereafter or a court of final resort  so
holds,  such deferrals that have accumulated subsequent  to  such
notice  (said  rights of the Company, together with the  proceeds
and products thereof, being defined in the Original Indenture  as
the  "Municipalization Interest"); and (2) all properties of  the
Company,  real,  personal  and  mixed,  of  the  kind  or  nature
described  or mentioned in the Original Indenture;  and  (3)  all
properties  of the Company specifically described in  Article  VI
hereof  and  all other properties of the Company, real,  personal
and  mixed, of the kind or nature specifically mentioned  in  the
Original Indenture or of any other kind or nature acquired by the
Company on or after the date of the execution and delivery of the
Original   Indenture  (except  any  herein  or  in  the  Original
Indenture,  as heretofore supplemented, expressly excepted),  now
owned  or,  subject  to the provisions of Section  15.03  of  the
Original  Indenture,  hereafter  acquired  by  the  Company   (by
purchase, consolidation, merger, donation, construction, erection
or in any other way) and wheresoever situated, including (without
in  anywise limiting or impairing by the enumeration of the same,
the  scope  and  intent  of  the  foregoing  or  of  any  general
description  contained  herein or in the Original  Indenture,  as
heretofore  supplemented),  all real  estate,  lands,  easements,
servitudes, licenses, permits, franchises, privileges, rights  of
way  and  other  rights  in or relating to  real  estate  or  the
occupancy  of  the same; all power sites, flowage  rights,  water
rights,  water locations, water appropriations, ditches,  flumes,
reservoirs,  reservoir sites, canals, raceways, waterways,  dams,
dam   sites,  aqueducts,  and  all  other  rights  or  means  for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam,  water and/or other power; all power houses,  gas  plants,
street lighting systems, standards and other equipment incidental
thereto;  all  telephone,  radio  and  television  systems,  air-
conditioning  systems,  and equipment incidental  thereto,  water
wheels,  water  works, water systems, steam heat  and  hot  water
plants,  substations, electric, gas and water lines, service  and
supply  systems, bridges, culverts, tracks, ice or  refrigeration
plants and equipment, offices, buildings and other structures and
the  equipment thereof; all machinery, engines, boilers, dynamos,
turbines,  electric,  gas  and  other  machines,  prime   movers,
regulators, meters, transformers, generators (including, but  not
limited  to, engine driven generators and turbogenerator  units),
motors,  electrical,  gas  and mechanical  appliances,  conduits,
cables,  water,  steam heat, gas or other pipes,  gas  mains  and
pipes, service pipes, fittings, valves and connections, pole  and
transmission  lines,  towers, overhead  conductors  and  devices,
underground conduits, underground conductors and devices,  wires,
cables,  tools, implements, apparatus, storage battery equipment,
and  all  other fixtures and personalty; all municipal and  other
franchises,  consents or permits; all lines for the  transmission
and  distribution of electric current, gas, steam heat  or  water
for  any  purpose including towers, poles, wires, cables,  pipes,
conduits, ducts and all apparatus for use in connection therewith
and (except as herein or in the Original Indenture, as heretofore
supplemented,  expressly  excepted) all  the  rights,  title  and
interest of the Company in and to all other property of any  kind
or  nature  appertaining  to and/or used and/or  occupied  and/or
enjoyed in connection with any property herein or in the Original
Indenture, as heretofore supplemented, described.

        TOGETHER   WITH   all   and   singular   the   tenements,
hereditaments,   prescriptions,  servitudes   and   appurtenances
belonging or in anywise appertaining to the aforesaid property or
any  part  thereof, with the reversion and reversions,  remainder
and remainders and (subject to the provisions of Section 11.01 of
the  Original  Indenture)  the tolls,  rents,  revenues,  issues,
earnings,  income,  product  and profits  thereof,  and  all  the
estate, right, title and interest and claim whatsoever, at law as
well  as  in  equity, which the Company now has or may  hereafter
acquire  in  and to the aforesaid property, rights and franchises
and every part and parcel thereof.

       IT  IS  HEREBY AGREED by the Company that, subject to  the
provisions  of Section 15.03 of the Original Indenture,  all  the
property,  rights  and franchises acquired  by  the  Company  (by
purchase, consolidation, merger, donation, construction, erection
or  in any other way) after the date hereof, except any herein or
in  the Original Indenture, as heretofore supplemented, expressly
excepted,  shall be and are as fully granted and conveyed  hereby
and  as  fully embraced within the Lien of the Original Indenture
and  the  Lien hereof as if such property, rights and  franchises
were  now  owned  by the Company and were specifically  described
herein and granted and conveyed hereby.

       PROVIDED  that,  except  as provided  herein  and  in  the
Original Indenture with respect to the Municipalization Interest,
the following are not and are not intended to be now or hereafter
granted,   bargained,   sold,   released,   conveyed,   assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed hereunder, nor is a security interest therein hereby
or by the Original Indenture, as heretofore supplemented, granted
or  intended  to  be granted, and the same are  hereby  expressly
excepted from the Lien of the Indenture and the operation of this
Fifth  Supplemental Indenture, viz.:  (1) cash, shares of  stock,
bonds,  notes  and  other obligations and  other  securities  not
heretofore  or  hereafter specifically pledged, paid,  deposited,
delivered  or  held  hereunder  or  covenanted  so  to  be;   (2)
merchandise, equipment, apparatus, materials or supplies held for
the  purpose of sale or other disposition in the usual course  of
business  or for the purpose of repairing or replacing (in  whole
or part) any rolling stock, buses, motor coaches, automobiles and
other vehicles or aircraft or boats, ships, or other vessels  and
any  fuel,  oil and similar materials and supplies consumable  in
the  operation  of any of the properties of the Company;  rolling
stock,  buses, motor coaches, automobiles and other vehicles  and
all  aircraft;  boats,  ships  and  other  vessels;  all  timber,
minerals,  mineral  rights and royalties; (3)  bills,  notes  and
other  instruments  and accounts receivable, judgments,  demands,
general  intangibles  and choses in action,  and  all  contracts,
leases   and   operating  agreements  not  specifically   pledged
hereunder or under the Original Indenture or covenanted so to be;
(4)  the last day of the term of any lease or leasehold which may
hereafter  become  subject  to the Lien  of  the  Indenture;  (5)
electric  energy, gas, water, steam, ice, and other materials  or
products  generated, manufactured, produced or purchased  by  the
Company  for sale, distribution or use in the ordinary course  of
its business; (6) any natural gas wells or natural gas leases  or
natural gas transportation lines or other works or property  used
primarily and principally in the production of natural gas or its
transportation, primarily for the purpose of sale to natural  gas
customers  or to a natural gas distribution or pipeline  company,
up  to the point of connection with any distribution system;  and
(7)  the  Company's  franchise  to be  a  corporation;  provided,
however, that the property and rights expressly excepted from the
lien and operation of the Indenture in the above subdivisions (2)
and  (3)  shall (to the extent permitted by law) cease to  be  so
excepted in the event and as of the date that either or  both  of
the  Trustees or a receiver or trustee shall enter upon and  take
possession  of the Mortgaged and Pledged Property in  the  manner
provided  in Article XII of the Original Indenture by  reason  of
the occurrence of a Default.

      TO HAVE AND TO HOLD all such properties, real, personal and
mixed,  granted,  bargained, sold, released, conveyed,  assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or  confirmed or in which a security interest has been granted by
the Company as aforesaid, or intended so to be (subject, however,
to  Excepted  Encumbrances as defined  in  Section  1.06  of  the
Original  Indenture), unto MARK F. McLAUGHLIN and (to the  extent
of  its  legal capacity to hold the same for the purposes hereof)
to  BANK  OF  MONTREAL  TRUST COMPANY, and their  successors  and
assigns forever.

       IN  TRUST NEVERTHELESS, for the same purposes and upon the
same  terms,  trusts and conditions and subject to and  with  the
same  provisos  and covenants as are set forth  in  the  Original
Indenture,  as  heretofore supplemented, this Fifth  Supplemental
Indenture being supplemental thereto.

       AND  IT  IS HEREBY COVENANTED by the Company that all  the
terms,  conditions, provisos, covenants and provisions  contained
in  the  Original  Indenture, as heretofore  supplemented,  shall
affect  and  apply to the property hereinbefore  and  hereinafter
described and conveyed and to the estate, rights, obligations and
duties  of the Company and the Trustees and the beneficiaries  of
the  trust with respect to said property, and to the Trustees and
their  successors as Trustees of said property in the same manner
and  with the same effect as if the said property had been  owned
by  the  Company  at the time of the execution  of  the  Original
Indenture  and had been specifically and at length  described  in
and conveyed to said Trustees by the Original Indenture as a part
of the property therein stated to be conveyed.

       The  Company further covenants and agrees to and with  the
Trustees  and their successor or successors in said  trust  under
the Indenture, as follows:



                            ARTICLE I

             DEFINITIONS AND RULES OF CONSTRUCTION

       Section 1.01  Terms From the Original Indenture and  First
Supplemental  Indenture.  All defined terms used  in  this  Fifth
Supplemental  Indenture and not otherwise  defined  herein  shall
have  the  respective meanings ascribed to them in  the  Original
Indenture  or the First Supplemental Indenture, as the  case  may
be.

        Section   1.02   References  are  to  Fifth  Supplemental
Indenture.  Unless the context otherwise requires, all references
herein to "Articles", "Sections" and other subdivisions refer  to
the  corresponding Articles, Sections and other  subdivisions  of
this  Fifth  Supplemental  Indenture,  and  the  words  "herein",
"hereof", "hereby", "hereunder" and words of similar import refer
to  this Fifth Supplemental Indenture as a whole and not  to  any
particular Article, Section or other subdivision hereof or to the
Original Indenture or any other supplemental indenture thereto.


                           ARTICLE II

                       THE EIGHTH SERIES

      Section 2.01  Bonds of the Eighth Series.  There shall be a
series of bonds designated 8.67% Series due April 1, 2005 (herein
sometimes  referred to as "Eighth Series"), each of  which  shall
also  bear the descriptive title "General and Refunding  Mortgage
Bond" unless subsequent to the issuance of such bonds a different
descriptive  title is permitted by Section 2.01 of  the  Original
Indenture.   The  form  of bonds of the Eighth  Series  shall  be
substantially  in  the form of Exhibit A hereto.   Bonds  of  the
Eighth  Series shall mature on April 1, 2005, and shall be issued
only  as  fully registered bonds in denominations of One Thousand
Dollars  and,  at the option of the Company, in any  multiple  or
multiples thereof (the exercise of such option to be evidenced by
the  execution and delivery thereof).  Bonds of the Eighth Series
shall  bear  interest at the rate of eight and  sixty-seven  one-
hundredths  per  centum (8.67%) per annum (except as  hereinafter
provided), payable semi-annually on April 1 and October 1 of each
year,  and at maturity, the first interest payment to be made  on
October  1, 1995 for the period from April 1, 1995 to October  1,
1995;  the principal and interest on each said bond to be payable
at  the  office  or  agency  of the Company  in  the  Borough  of
Manhattan, The City of New York, New York, payable in  such  coin
or  currency  of the United States of America as at the  time  of
payment is legal tender for public and private debts. Interest on
the  bonds of the Eighth Series may at the option of the  Company
be  paid  by  check  mailed  to  the registered  owners  thereof.
Overdue  principal and (to the extent permitted by  law)  overdue
interest in respect of the bonds of the Eighth Series shall  bear
interest  (before  and after judgment) at the rate  of  nine  and
sixty-seven   one-hundredths  per  centum  (9.67%)   per   annum.
Interest  on the bonds of the Eighth Series shall be computed  on
the  basis of a 360-day year consisting of twelve 30-day  months.
Interest  on  the  bonds of the Eighth Series  in  respect  of  a
portion of a month shall be calculated based on the actual number
of days elapsed.

      The Company reserves the right to establish at any time, by
Resolution of the Board of Directors of the Company,  a  form  of
coupon  bond,  and of appurtenant coupons, for the Eighth  Series
and  to provide for exchangeability of such coupon bonds with the
bonds  of  said Series issued hereunder in fully registered  form
and to make all appropriate provisions for such purpose.

      Section  2.02  Optional Redemption of Bonds of  the  Eighth
Series.   (a)  Except as provided in Section 9.13 of the Original
Indenture  and Section 3.04 of the First Supplemental  Indenture,
as  heretofore  and  hereby amended, bonds of the  Eighth  Series
shall  not  be redeemable prior to April 1, 1998.  On  and  after
April 1, 1998, bonds of the Eighth Series shall be redeemable, at
the  option of the Company, in whole at any time, or in part from
time  to  time,  prior to maturity, upon notice  mailed  to  each
registered  owner at his last address appearing on  the  registry
books  not  less  than  30  days prior  to  the  date  fixed  for
redemption, at the general redemption price of 100.00%, expressed
as  a  percentage  of the principal amount of  the  bonds  to  be
redeemed,  together with accrued interest to the date  fixed  for
redemption.

     On and after April 1, 1998, bonds of the Eighth Series shall
also be redeemable in whole at any time, or in part from time  to
time,  prior  to  maturity, upon like notice, by the  application
(either  at  the  option  of  the  Company  or  pursuant  to  the
requirements of the Original Indenture) of cash delivered  to  or
deposited  with  the  Trustee  pursuant  to  the  provisions   of
Section  9.05  of  the  Original  Indenture  or  subject  to  the
provisions  of  Section 11.05 of the Original  Indenture  at  the
special redemption price of 100.00%, expressed as a percentage of
the  principal amount of the bonds to be redeemed, together  with
accrued interest to the date fixed for redemption.

         Bonds  of  the  Eighth Series are also redeemable  after
April   1,  1998  as  provided  in  Section  4.11  of  the  First
Supplemental Indenture, as amended.

         Bonds  of the Eighth Series are also redeemable, at  the
option of the holders thereof, at any time as provided in Section
9.13  of  the  Original Indenture and Section 3.04 of  the  First
Supplemental Indenture, as heretofore and hereby amended.

      Section 2.03  Transfer and Exchange.  At the option of  the
registered owner, any bonds of the Eighth Series, upon  surrender
thereof  for cancellation at the office or agency of the  Company
in  the  Borough  of Manhattan, The City of New York,  New  York,
shall  be  exchangeable for a like aggregate principal amount  of
bonds of the same series of other authorized denominations.

      Bonds of the Eighth Series shall be transferable, upon  the
surrender  thereof  for  cancellation, together  with  a  written
instrument  of  transfer in form approved by the  registrar  duly
executed  by  the  registered owner or  by  his  duly  authorized
attorney,  at the office or agency of the Company in the  Borough
of Manhattan, The City of New York, New York.

      Upon  any such exchange or transfer of bonds of the  Eighth
Series,  the  Company  may make a charge therefor  sufficient  to
reimburse  it for any tax or taxes or other governmental  charge,
as  provided in Section 2.05 of the Original Indenture,  but  the
Company  hereby  waives any right to make a  charge  in  addition
thereto for any such exchange or transfer of bonds of the  Eighth
Series.

      Section  2.04  Dating of Bonds and Interest Payments.   (a)
Each  bond of the Eighth Series shall be dated as of the date  of
authentication  and shall bear interest from the  last  preceding
interest  payment  date to which interest shall  have  been  paid
(unless  the  date of such bond is an interest  payment  date  to
which  interest  is paid, in which case from  the  date  of  such
bond);  provided that each bond of the Eighth Series dated  prior
to  October 1, 1995 shall bear interest from April 1,  1995;  and
provided, further, that if any bond of the Eighth Series shall be
authenticated  and delivered upon a transfer of, or  in  exchange
for  or  in lieu of, any other bond or bonds of the Eighth Series
upon which interest is in default, it shall be dated so that such
bond  shall bear interest from the last preceding date  to  which
interest shall have been paid on the bond or bonds in respect  of
which  such bond shall have been delivered or from April 1, 1995,
if  no  interest shall have been paid on the bonds of the  Eighth
Series.

      (b)  Notwithstanding the foregoing,  bonds  of  the  Eighth
Series  shall be dated so that the person in whose name any  bond
of  the  Eighth Series is registered at the close of business  on
the day (whether or not a business day) immediately preceding  an
interest  payment date shall be entitled to receive the  interest
payable   on  the  interest  payment  date  notwithstanding   the
cancellation  of such bond upon any transfer or exchange  thereof
subsequent  to such close of business and prior to such  interest
payment  date,  except if, and to the extent  that,  the  Company
shall  default  in the payment of interest due on  such  interest
payment date, in which case such defaulted interest shall be paid
to  the  persons in whose names Outstanding bonds of  the  Eighth
Series  are registered on the day immediately preceding the  date
of  payment  of such defaulted interest.  Any bond of the  Eighth
Series  issued upon any transfer or exchange subsequent  to  such
close  of business and prior to such interest payment date  shall
bear  interest  from such interest payment date.   In  the  event
there  shall  be more than one registered owner of bonds  of  the
Eighth  Series,  then the Company shall not be required  to  make
transfers  or exchanges of bonds of said series for a  period  of
fifteen  (15)  days next preceding any interest payment  date  of
said series.

                           ARTICLE III

            OTHER PROVISIONS FOR RETIREMENT OF BONDS

      Section  3.01  Redemption at the Option of the  Owner  upon
Consolidation or Merger.

            The second sentence of subsection (a) of Section 3.04
of  the  First  Supplemental Indenture,  as  amended,  is  hereby
further  amended to insert the following words immediately  after
the words "the Fourth Supplemental Indenture":

         "shall  (as to the New LP&L Bonds being  exchanged
     for  bonds  of  the  Eighth  Series)  be  subject   to
     redemption  at  the  option of the  Company  on  terms
     similar  to  those provided in the Fifth  Supplemental
     Indenture,"

              The  redemption prices for any bonds of the  Eighth
     Series  redeemed pursuant to subsection (b) of Section  3.04
     of  the First Supplemental Indenture shall be determined  as
     follows:

            (1)  If at the time the Exchange Notice is given, the
     Outstanding bonds secured by the Indenture are rated  by  at
     least   two   nationally   recognized   statistical   rating
     organizations,  and  the New LP&L Bonds  are,  or  will  be,
     rated  by the same rating organizations higher than,  or  in
     the  same  generic  rating categories  as,  the  Outstanding
     bonds   secured  by  the  Indenture  (such  ratings  to   be
     evidenced  by  an  Officers'  Certificate),  the  redemption
     price  shall be equal to the principal amount of  the  bonds
     to  be redeemed, together with accrued interest to the  date
     fixed   for  redemption.   The  New  LP&L  Bonds   and   the
     Outstanding bonds secured by the Indenture shall  be  deemed
     to  be  rated in the same generic rating category  if  their
     respective  ratings  are both (i) within  the  same  generic
     rating  level  (e.g., "BBB" or "baa") and  (ii)  within  one
     numerical or "plus" or "minus" modifier of each other.

            (2)  If at the time the Exchange Notice is given  the
     conditions  of clause (1) are not satisfied, the  redemption
     prices  shall be the general redemption prices set forth  in
     Section  2.02(a)  hereof together with accrued  interest  to
     the date fixed for redemption.

         Subclause  (B)  of  clause  (i)  of  subsection  (b)  of
     Section  4.11  of  the  First  Supplemental  Indenture,   as
     amended,  is hereby further amended to insert the  following
     words immediately before the words "in each case":

         "at  a  redemption price, in the case of  bonds  of  the
     Eighth Series, equal to 100% of the principal amount of  the
     bonds to be redeemed,"

                           ARTICLE IV
                           COVENANTS

      Section 4.01  Maintenance of Paying Agency.  So long as any
bonds of the Eighth Series are Outstanding, the Company covenants
that  the  office  or agency of the Company  in  the  Borough  of
Manhattan, The City of New York, New York, where the principal of
or  interest on any bonds of the Eighth Series shall be  payable,
shall  also  be an office or agency where any such bonds  may  be
transferred  or  exchanged  and where notices,  presentations  or
demands  to  or upon the Company in respect of such bonds  or  in
respect of the Indenture may be given or made.

      Section  4.02   Further  Assurances.   From  time  to  time
whenever  reasonably requested by the Trustee or the  holders  of
not  less  than a majority in principal amount of  bonds  of  the
Eighth  Series  then Outstanding, the Company will make,  execute
and  deliver or cause to be made, executed and delivered any  and
all  such further and other instruments and assurances as may  be
reasonably necessary or proper to carry out the intention  of  or
to facilitate the performance of the terms of the Indenture or to
secure the rights and remedies of the holders of such bonds.

      Section 4.03  Limitation on Restricted Payments.   (a)   So
long  as  any  bonds  of the Eighth Series are  Outstanding,  the
Company covenants that it will not declare any dividends  on  its
common  stock (other than (1) a dividend payable solely in shares
of  its  common stock or (2) a dividend payable in cash in  cases
where,  concurrently with the payment of such dividend, an amount
in  cash equal to such dividend is received by the Company  as  a
capital contribution or as the proceeds of the issue and sale  of
shares  of  its  common  stock)  or  make  any  distribution   on
outstanding  shares of its common stock or purchase or  otherwise
acquire  for  value any outstanding shares of  its  common  stock
(otherwise than in exchange for or out of the proceeds  from  the
sale  of  other  shares of its common stock)  unless  after  such
dividend,  distribution, purchase or acquisition,  the  aggregate
amount   of   such   dividends,  distributions,   purchases   and
acquisitions  paid or made subsequent to March  31,  1995  (other
than any dividend declared by the Company on or before March  31,
1995)  does  not exceed (without giving effect to  (1)  any  such
dividends, distributions, purchases or acquisitions, or  (2)  any
net transfers from earned surplus to stated capital accounts) the
sum  of (A) the aggregate amount credited subsequent to March 31,
1995, to earned surplus, (B) $150,000,000 and (C) such additional
amounts  as shall be authorized or approved, upon application  by
the  Company  and,  after notice, by the SEC  under  the  Holding
Company Act.

         For  the  purpose  of this Section 4.03,  the  aggregate
amount  credited subsequent to March 31, 1995, to earned  surplus
shall  be  determined  in  accordance with  applicable  generally
accepted  accounting  principles and practices  (or,  if  in  the
opinion   of   the   Company's  independent  public   accountants
(delivered  to  the  Trustee) there is an  absence  of  any  such
generally accepted accounting principles and practices as to  the
determination  in  question,  then  in  accordance   with   sound
accounting  practices) and after making provision  for  dividends
upon  any  preferred stock of the Company, accumulated subsequent
to such date, and in addition there shall be deducted from earned
surplus  all amounts (without duplication) of losses, write-offs,
write-downs or amortization of property, whether extraordinary or
otherwise,  recorded  in and applicable to a  period  or  periods
subsequent to March 31, 1995.


                           ARTICLE V

                    MISCELLANEOUS PROVISIONS

      Section  5.01   Acceptance of Trusts.  The Trustees  hereby
accept   the   trusts  herein  declared,  provided,  created   or
supplemented  and agree to perform the same upon  the  terms  and
conditions  herein and in the Original Indenture,  as  heretofore
supplemented,  set  forth  and  upon  the  following  terms   and
conditions:

     The  Trustees  shall  not be responsible  in  any  manner
  whatsoever  for or in respect of the validity or sufficiency
  of  this  Fifth Supplemental Indenture or for or in  respect
  of  the recitals contained herein, all of which recitals are
  solely  made  by  the Company.  In general, each  and  every
  term  and condition contained in Article XVI of the Original
  Indenture  shall  apply  to and  form  part  of  this  Fifth
  Supplemental Indenture with the same force and effect as  if
  the  same were herein set forth in full with such omissions,
  variations and insertions, if any, as may be appropriate  to
  make  the  same  conform  to the provisions  of  this  Fifth
  Supplemental Indenture.

      Section 5.02  Effect of Fifth Supplemental Indenture  under
Louisiana Law.  It is the intention and it is hereby agreed  that
so  far  as  concerns that portion of the Mortgaged  and  Pledged
Property  situated  within the State of  Louisiana,  the  general
language  of  conveyance  contained in  this  Fifth  Supplemental
Indenture  is  intended  and  shall  be  construed  as  words  of
hypothecation and not of conveyance, and that so far as the  said
Louisiana   property   is  concerned,  this  Fifth   Supplemental
Indenture  shall be considered as an act of mortgage  and  pledge
and  granting of a security interest under the laws of the  State
of  Louisiana,  and  the  Trustees  herein  named  are  named  as
mortgagee  and  pledgee  and secured parties  in  trust  for  the
benefit  of  themselves and of all present and future holders  of
bonds  issued under the Indenture and any coupons thereto  issued
hereunder,  and  are  irrevocably appointed  special  agents  and
representatives  of  the holders of such bonds  and  coupons  and
vested with full power in their behalf to effect and enforce  the
mortgage  and  pledge and a security interest hereby  constituted
for their benefit, or otherwise to act as herein provided for.

      Section 5.03  Record Date.  The holders of the bonds of the
Eighth  Series shall be deemed to have consented and agreed  that
the Company may, but shall not be obligated to, fix a record date
for  the purpose of determining the holders of the bonds  of  the
Eighth  Series  entitled  to consent,  if  any  such  consent  is
required, to any amendment or supplement to the Indenture or  the
waiver  of  any  provision thereof or any  act  to  be  performed
thereunder.   If a record date is fixed, those persons  who  were
holders  at such record date (or their duly designated  proxies),
and  only  those  persons, shall be entitled to consent  to  such
amendment,  supplement  or  waiver  or  to  revoke  any   consent
previously  given,  whether or not such persons  continue  to  be
holders  after such record date.  No such consent shall be  valid
or effective for more than 90 days after such record date.

      Section  5.04  Titles.  The titles of the several  Articles
and  Sections of this Fifth Supplemental Indenture shall  not  be
deemed to be any part hereof.

       Section   5.05   Counterparts.   This  Fifth  Supplemental
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  5.06   Governing Law.  The laws of  the  State  of
New  York shall govern this Fifth Supplemental Indenture and  the
bonds  of  the  Eighth  Series, except to  the  extent  that  the
validity  or perfection of the Lien of the Indenture, or remedies
thereunder, are governed by the laws of a jurisdiction other than
the State of New York.


                           ARTICLE VI

                SPECIFIC DESCRIPTION OF PROPERTY

                         PARAGRAPH ONE

      The Electric Generating Plants, Plant Sites and Stations of
the   Company,  including  all  electric  works,  power   houses,
buildings, pipelines and structures owned by the Company and  all
land of the Company on which the same are situated and all of the
Company's  lands,  together with the buildings  and  improvements
thereon,  and  all  rights, ways, servitudes, prescriptions,  and
easements,  rights-of-way, permits, privileges, licenses,  poles,
wires,   machinery,  implements,  switchyards,  electric   lines,
equipment and appurtenances, forming a part of said plants, sites
or  stations, or any of them, or used or enjoyed, or  capable  of
being  used  or  enjoyed in conjunction with any  of  said  power
plants, sites, stations, lands and property.


                         PARAGRAPH TWO

      The  Electric  Substations, Switching  Stations,  Microwave
installations and UHF-VHF installations of the Company,  and  the
Sites  therefor,  including  all buildings,  structures,  towers,
poles,  all  equipment, appliances and devices for  transforming,
converting,  switching,  transmitting and  distributing  electric
energy,  and for communications, and the lands of the Company  on
which  the  same  are situated, and all of the  Company's  lands,
rights,  ways,  servitudes, prescriptions, easements,  rights-of-
way,  machinery,  equipment, appliances,  devices,  licenses  and
appurtenances  forming  a  part of  said  substations,  switching
stations,  microwave installations or UHF-VHF  installations,  or
any  of  them,  or used or enjoyed or capable of  being  used  or
enjoyed in conjunction with any of them.

                        PARAGRAPH THREE

      All and singular the Miscellaneous Lands and Real Estate or
Rights  and  Interests therein of the Company, and buildings  and
improvements thereon, now owned, or, subject to the provisions of
Section  15.03  of  the  Original Indenture,  hereafter  acquired
during the existence of this trust.


                         PARAGRAPH FOUR

      The  Electric Transmission Lines of the Company,  including
the  structures,  towers,  poles, wires,  cables,  switch  racks,
conductors,  transformers, insulators, pipes, conduits,  electric
submarine cables, and all appliances, devices and equipment  used
or useful in connection with said transmission lines and systems,
and  all other property, real, personal or mixed, forming a  part
thereof or appertaining thereto, together with all rights-of-way,
easements,   prescriptions,  servitudes,   permits,   privileges,
licenses, consents, immunities and rights for or relating to  the
construction,  maintenance or operation thereof,  through,  over,
across,  under  or upon any public streets or highways  or  other
lands, public or private.


                         PARAGRAPH FIVE

      The Electric Distribution Lines and Systems of the Company,
including  the  structures, towers, poles, wires, insulators  and
appurtenances,   appliances,   conductors,   conduits,    cables,
transformers,   meters,   regulator  stations   and   regulators,
accessories, devices and equipment and all of the Company's other
property,  real, personal or mixed, forming a part  of  or  used,
occupied or enjoyed in connection with or in anywise appertaining
to  said distribution lines and systems, together with all of the
Company's   rights-of-way,  easements,  permits,   prescriptions,
privileges,  municipal or other franchises,  licenses,  consents,
immunities  and  rights  for  or relating  to  the  construction,
maintenance  or operation thereof, through, over, across,  under,
or  upon  any  public  streets  or highways  or  other  lands  or
property, public or private.


                         PARAGRAPH SIX

      The  Gas  Distributing Systems of the Company, whether  now
owned  or,  subject  to the provisions of Section  15.03  of  the
Original  Indenture, hereafter acquired, including gas  regulator
stations,  gas main crossings, odorizing equipment, gas  metering
stations,  shops, service buildings, office buildings,  expansion
tanks,  conduits, gas mains and pipes, mechanical storage  sheds,
boilers, service pipes, fittings, city gates, pipelines,  booster
stations, reducer stations, valves, valve platforms, connections,
meters  and all appurtenances, appliances, devices and  equipment
and  all  the Company's other property, real, personal  or  mixed
forming a part of or used, occupied or enjoyed in connection with
or  in anywise appertaining to said distributing systems, or  any
of  them,   together  with  all of the  Company's  rights-of-way,
easements,  prescriptions,  servitudes,  privileges,  immunities,
permits  and  franchises, licenses, consents and  rights  for  or
relating  to the construction, maintenance or operation  thereof,
in,  on,  through, across or under any public streets or highways
or other lands or property, public or private.


                        PARAGRAPH SEVEN

      All  of  the  franchises, privileges, permits,  grants  and
consents  for  the  construction, operation  and  maintenance  of
electric  and  gas  systems  in, on and  under  streets,  alleys,
highways, roads, public grounds and rights-of-way and all  rights
incident  thereto  which  were  granted  by  the  governing   and
regulatory bodies of the City of New Orleans, State of Louisiana.


      Also all other franchises, privileges, permits, grants  and
consents  owned  or  hereafter acquired by the  Company  for  the
construction,  operation  and maintenance  of  electric  and  gas
systems in, on or under the streets, alleys, highways, roads, and
public grounds, areas and rights-of-way and/or for the supply and
sale  of  electricity  or  natural gas and  all  rights  incident
thereto, subject, however, to the provisions of Section 15.03  of
the Original Indenture.



      IN  WITNESS  WHEREOF, NEW ORLEANS PUBLIC SERVICE  INC.  has
caused  its  corporate  name  to be hereunto  affixed,  and  this
instrument to be signed and sealed by its Chairman of the  Board,
Chief Executive Officer, President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one  of
its  Assistant  Secretaries for and in its behalf,  and  BANK  OF
MONTREAL  TRUST  COMPANY  has caused its  corporate  name  to  be
hereunto affixed, and this instrument to be signed and sealed  by
one  of its Vice Presidents or Assistant Vice Presidents and  its
corporate  seal  to  be  attested by one of  its  Assistant  Vice
Presidents  or Assistant Secretaries, and MARK F. McLAUGHLIN  has
hereunto set his hand and affixed his seal, all as of the day and
year first above written.

                                  NEW ORLEANS PUBLIC SERVICE INC.

                                 By: _____________________________
                                   Lee W. Randall
                                   Vice President
                                 
Attest:                          
                                 
______________________________   
Christopher T. Screen            
Assistant Secretary              
                                 
                                 
Executed,  sealed and  delivered by
  NEW  ORLEANS  PUBLIC  SERVICE INC.
  in the presence of :
                                 
_______________________________  
                                 
_______________________________  



                               BANK OF MONTREAL TRUST COMPANY
                               
                               As Trustee
                               
                               By:_____________________________
                                 THERESE GABALLAH
                                 Vice President
                               
Attest:                        
                               
____________________________   
FRANCES RUSAKOWSKY             
Assistant Secretary
                               
                               
                               ____________________________[L.S.]
                                 MARK F. McLAUGHLIN,
                                 As Co-Trustee
                               
Executed, sealed and delivered by
  BANK OF MONTREAL TRUST COMPANY
  and MARK F. McLAUGHLIN
  in the presence of:
                               
_________________________________
                               
_________________________________
                               




STATE OF LOUISIANA )
                   ) SS.:
PARISH OF ORLEANS  )


      On this 24th day of April, 1995, before me appeared LEE  W.
RANDALL, to me personally known, who, being duly sworn,  did  say
that  he is a Vice President of NEW ORLEANS PUBLIC SERVICE  INC.,
and  that  the  seal affixed to said instrument is the  corporate
seal  of  said corporation and that the foregoing instrument  was
signed  and sealed in behalf of said corporation by authority  of
its Board of Directors, and said LEE W. RANDALL acknowledged said
instrument to be the free act and deed of said corporation.

      On  the  24th  day of April, in the year  1995,  before  me
personally  came LEE W. RANDALL, to me known, who,  being  by  me
duly  sworn,  did depose and say that he resides  at  170  Walnut
Street, New Orleans, Louisiana 70118; that he is a Vice President
of  NEW ORLEANS PUBLIC SERVICE INC., one of the parties described
in  and  which executed the above instrument; that he  knows  the
seal   of  said  corporation;  that  the  seal  affixed  to  said
instrument  is  such corporate seal; that it was  so  affixed  by
order of the Board of Directors of said corporation, and that  he
signed his name thereto by like order.

                                 ________________________________
                                           Alan H. Katz
                                          Notary Public
                                   Parish of Orleans, State of Louisiana
                                   My Commission is Issued for Life




STATE OF NEW YORK       )
                        ) SS.:
COUNTY OF NEW YORK      )


      On this 21st day of April, 1995, before me appeared THERESE
GABALLAH, to me personally known, who, being duly sworn, did  say
that  she  is a Vice President of BANK OF MONTREAL TRUST COMPANY,
and  that  the  seal affixed to the foregoing instrument  is  the
corporate  seal of said corporation and that said instrument  was
signed  and sealed in behalf of said corporation by authority  of
its  Board  of  Directors, and said THERESE GABALLAH acknowledged
said instrument to be the free act and deed of said corporation.

      On  the  21st  day of April, in the year  1995,  before  me
personally came THERESE GABALLAH, to me known, who, being  by  me
duly  sworn,  did depose and say that she resides at  41-26  68th
Street, Woodside, New York 11377; that she is a Vice President of
BANK  OF MONTREAL TRUST COMPANY, one of the parties described  in
and  which executed the above instrument; that she knows the seal
of  said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board
of  Directors of said corporation, and that she signed  her  name
thereto by like order.

                                 ________________________________
                                         Maureen Radigan
                                   Notary Public, State of New York
                                          No. 31-4971219
                                   Qualified in New York County
                                  Commission Expires August 27, 1996



STATE OF NEW YORK     )
                      ) SS.:
COUNTY OF NEW YORK    )


      On  this  21st  day  of April, 1995, before  me  personally
appeared  MARK  F.  McLAUGHLIN, to me  known  to  be  the  person
described  in  and  who  executed the foregoing  instrument,  and
acknowledged that he executed the same as his free act and deed.

      On  the 21st day of April, 1995, before me personally  came
MARK F. McLAUGHLIN, to me known to be the person described in and
who  executed the foregoing instrument, and acknowledged that  he
executed the same.

                                 __________________________________
                                         Maureen Radigan
                                   Notary Public, State of New York
                                          No. 31-4971219
                                   Qualified in New York County
                                  Commission Expires August 27, 1996




                           EXHIBIT A


              [FORM OF BOND OF THE EIGHTH SERIES]
            (See legend at the end of this bond for
      restrictions on transferability and change of form)

              GENERAL AND REFUNDING MORTGAGE BOND
                 8.67% Series due April 1, 2005
                                              CUSIP No. _________
No. __________________                                $30,000,000


       NEW  ORLEANS  PUBLIC  SERVICE  INC.,  a  corporation  duly
organized  and existing under the laws of the State of  Louisiana
(hereinafter  called  the Company), for  value  received,  hereby
promises  to  pay  to Cede & Co., or registered assigns,  at  the
office  or  agency of the Company in The City of  New  York,  New
York, the principal sum of $30,000,000 on April 1, 2005, in  such
coin  or currency of the United States of America as at the  time
of  payment is legal tender for public and private debts, and  to
pay  in  like  manner  to  the registered owner  hereof  interest
thereon from April 1, 1995, if the date of this bond is prior  to
October  1,  1995, or, if the date of this bond is  on  or  after
October 1, 1995, from the October 1 or April 1 next preceding the
date  of  this bond to which interest has been paid  (unless  the
date  hereof  is an interest payment date to which  interest  has
been  paid, in which case from the date hereof), at the  rate  of
eight and sixty-seven one-hundredths per centum (8.67%) per annum
in  like  coin or currency on April 1 and October 1 in each  year
and  at  maturity  until the principal of this  bond  shall  have
become  due  and  been  duly paid or provided  for,  and  to  pay
interest  (before  and after judgment) on any overdue  principal,
premium,  if  any, and (to the extent permitted by  law)  on  any
overdue  interest  at  the  rate of  nine  and  sixty-seven  one-
hundredths per centum (9.67%) per annum.  Interest on  this  bond
shall  be  computed on the basis of a 360-day year consisting  of
twelve  30-day  months.  Interest on this bond in  respect  of  a
portion of a month shall be calculated based on the actual number
of days elapsed.

      The  interest so payable on any interest payment date will,
subject   to   certain  exceptions  provided  in   the   Mortgage
hereinafter referred to, be paid to the person in whose name this
bond  is  registered at the close of business on the day (whether
or  not  a  business  day)  immediately preceding  such  interest
payment date.  At the option of the Company, interest may be paid
by  check mailed on or prior to such interest payment date to the
address  of  the  person entitled thereto as such  address  shall
appear on the register of the Company.

     This bond shall not become obligatory until Bank of Montreal
Trust  Company, the Trustee under the Mortgage, or its  successor
thereunder,   shall  have  signed  the  form  of   authentication
certificate endorsed hereon.

      This  bond  is  one  of a series of bonds  of  the  Company
issuable  in series and is one of a duly authorized series  known
as  its  General and Refunding Mortgage Bonds, ____%  Series  due
April  1,  2005 (herein called bonds of the Eighth  Series),  all
bonds  of  all  series  issued under and  equally  secured  by  a
Mortgage  and Deed of Trust (herein, together with any  indenture
supplemental thereto, called the Mortgage), dated as  of  May  1,
1987,  duly  executed by the Company to Bank  of  Montreal  Trust
Company  and Z. George Klodnicki (Mark F. McLaughlin, successor),
as Trustees.  Reference is made to the Mortgage for a description
of  the  mortgaged and pledged property, assets and  rights,  the
nature  and  extent  of  the  lien and security,  the  respective
rights, limitations of rights, covenants, obligations, duties and
immunities  thereunder of the Company, the holders of  bonds  and
the  Trustees and the terms and conditions upon which  the  bonds
are,  and  are  to  be,  secured, the circumstances  under  which
additional  bonds  may  be issued and the definition  of  certain
terms  herein  used, to all of which, by its acceptance  of  this
bond, the holder of this bond agrees.

     The principal hereof may be declared or may become due prior
to the maturity date hereinbefore named on the conditions, in the
manner  and  at  the  time set forth in the  Mortgage,  upon  the
occurrence  of  a  Default  as  in the  Mortgage  provided.   The
Mortgage provides that in certain circumstances and upon  certain
conditions,  such a declaration and its consequences  or  certain
past  defaults and the consequences thereof may be waived by such
affirmative  vote  of  holders of bonds as is  specified  in  the
Mortgage.

      The Mortgage contains provisions permitting the Company and
the  Trustee  to  execute  supplemental indentures  amending  the
Mortgage  for certain specified purposes without the  consent  of
holders  of  bonds.  With the consent of the Company and  to  the
extent  permitted by and as provided in the Mortgage, the  rights
and  obligations of the Company and/or the rights of the  holders
of the bonds of the Eighth Series and/or the terms and provisions
of  the  Mortgage may be modified or altered by such  affirmative
vote  or  votes of the holders of bonds then Outstanding  as  are
specified in the Mortgage.

      Any  consent  or waiver by the holder of this bond  (unless
effectively  revoked  as  provided  in  the  Mortgage)  shall  be
conclusive  and  binding upon such holder  and  upon  all  future
holders  of  this  bond and of any bonds issued  in  exchange  or
substitution herefor, irrespective of whether or not any notation
of  such  consent or waiver is made upon this bond or such  other
bond.

     No reference herein to the Mortgage and no provision of this
bond  or of the Mortgage shall alter or impair the obligation  of
the  Company,  which is absolute and unconditional,  to  pay  the
principal of (and premium, if any) and interest on this  bond  in
the  manner,  at  the respective times, at the rate  and  in  the
currency herein prescribed.

      The  bonds are issuable as registered bonds without coupons
in  the  denominations of $1,000 and integral multiples  thereof.
At  the  office or agency to be maintained by the Company in  The
City of New York, New York, and in the manner and subject to  the
provisions  of the Mortgage, bonds may be exchanged  for  a  like
aggregate   principal  amount  of  bonds  of   other   authorized
denominations,  without payment of any charge other  than  a  sum
sufficient  to  reimburse  the  Company  for  any  tax  or  other
governmental  charge incident thereto.  This bond is transferable
as  prescribed in the Mortgage by the registered owner hereof  in
person,  or  by  his duly authorized attorney, at the  office  or
agency  of  the Company in The City of New York, New  York,  upon
surrender  of  this bond, and upon payment, if the Company  shall
require it, of the transfer charges provided for in the Mortgage,
and,  thereupon, a new fully registered bond of the  same  series
for  a like principal amount will be issued to the transferee  in
exchange hereof as provided in the Mortgage. The Company and  the
Trustees may deem and treat the person in whose name this bond is
registered  as  the  absolute owner hereof  for  the  purpose  of
receiving  payment  and for all other purposes  and  neither  the
Company nor the Trustees shall be affected by any notice  to  the
contrary.

      This  bond is redeemable at the option of the Company under
certain circumstances in the manner and at such redemption prices
as are provided in the Mortgage.  This bond is also redeemable at
the  option  of the owner upon the events, in the manner  and  at
such redemption prices as are specified in the Mortgage.

     No recourse shall be had for the payment of the principal of
or  interest on this bond against any incorporator or  any  past,
present  or  future subscriber to the capital stock, stockholder,
officer  or  director  of the Company or of  any  predecessor  or
successor  corporation, as such, either directly or  through  the
Company  or any predecessor or successor corporation,  under  any
rule of law, statute or constitution or by the enforcement of any
assessment  or  otherwise, all such liability  of  incorporators,
subscribers, stockholders, officers and directors being  released
by  the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.

      As provided in the Mortgage, this bond shall be governed by
and  construed in accordance with the laws of the  State  of  New
York.

      IN  WITNESS  WHEREOF, New Orleans Public Service  Inc.  has
caused  this  bond  to  be signed in its corporate  name  by  its
Chairman of the Board, Chief Executive Officer, President or  one
of  its  Vice Presidents by his signature or a facsimile thereof,
and  its  corporate seal to be impressed or imprinted hereon  and
attested by its Secretary or one of its Assistant Secretaries  by
his signature or a facsimile thereof.

Dated:   April 27, 1995          
                                 
                                 NEW ORLEANS PUBLIC SERVICE INC.
                                 
                                 By:
                                 ______________________________
                                          Lee W. Randall
                                          Vice President
Attest:                          
_____________________________    
Title                            
                       [FORM OF TRUSTEE'S
                  AUTHENTICATION CERTIFICATE]

              TRUSTEE'S AUTHENTICATION CERTIFICATE


      This  bond  is  one  of  the bonds, of  the  series  herein
designated,  described  or provided for in  the  within-mentioned
mortgage.


                                 BANK OF MONTREAL TRUST COMPANY,
                                 as Trustee,
                                 
                                 By:_________________________________
                                   Authorized Signature
                                 

                             LEGEND
                                
  Unless and until this bond is exchanged in whole or in part for
certificated  bonds  registered  in  the  names  of  the  various
beneficial holders hereof as then certified to the Trustee by The
Depository  Trust  Company or its successor  (the  "Depositary"),
this  bond  may  not  be transferred except as  a  whole  by  the
Depositary to a nominee of the Depositary or by a nominee of  the
Depositary to the Depositary or another nominee of the Depositary
or  by  the  Depositary  or  any  such  nominee  to  a  successor
Depositary or a nominee of such successor Depositary.

    Unless   this  certificate  is  presented  by  an  authorized
representative of the Depositary to the Company or its agent  for
registration   of   transfer,  exchange  or  payment,   and   any
certificate to be issued is registered in the name of Cede & Co.,
or  such  other name as requested by an authorized representative
of  the  Depositary  and any amount payable  thereunder  is  made
payable  to Cede & Co., or such other name, ANY TRANSFER,  PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL  since the registered owner hereof, Cede & Co.,  has  an
interest herein.

  This bond may be exchanged for certificated bonds registered in
the  names  of the various beneficial owners hereof  if  (a)  the
Depositary  is  at any time unwilling or unable  to  continue  as
depositary  and  a successor depositary is not appointed  by  the
Company  within  90  days,  or (b) the Company  elects  to  issue
certificated  bonds  to beneficial owners (as  certified  to  the
Company by the Depositary).

EX-99

                                                Exhibit 4(b)


                 NEW ORLEANS PUBLIC SERVICE INC.
              GENERAL AND REFUNDING MORTGAGE BOND
                 8.67% Series due April 1, 2005
                                              CUSIP No. 647770AQ9
No. R-1                                            $30,000,000.00


       NEW  ORLEANS  PUBLIC  SERVICE  INC.,  a  corporation  duly
organized  and existing under the laws of the State of  Louisiana
(hereinafter  called  the Company), for  value  received,  hereby
promises  to  pay  to Cede & Co. or registered  assigns,  at  the
office  or  agency of the Company in The City of  New  York,  New
York,  the principal sum of $30,000,000.00 on April 1,  2005,  in
such  coin or currency of the United States of America as at  the
time of payment is legal tender for public and private debts, and
to  pay  in  like manner to the registered owner hereof  interest
thereon from April 1, 1995, if the date of this bond is prior  to
October  1,  1995, or, if the date of this bond is  on  or  after
October 1, 1995, from the October 1 or April 1 next preceding the
date  of  this bond to which interest has been paid  (unless  the
date  hereof  is an interest payment date to which  interest  has
been  paid, in which case from the date hereof), at the  rate  of
eight and sixty-seven one-hundredths per centum (8.67%) per annum
in  like  coin or currency on April 1 and October 1 in each  year
and  at  maturity  until the principal of this  bond  shall  have
become  due  and  been  duly paid or provided  for,  and  to  pay
interest  (before  and after judgment) on any overdue  principal,
premium,  if  any, and (to the extent permitted by  law)  on  any
overdue  interest  at  the  rate of  nine  and  sixty-seven  one-
hundredths per centum (9.67%) per annum.  Interest on  this  bond
shall  be  computed on the basis of a 360-day year consisting  of
twelve  30-day  months.  Interest on this bond in  respect  of  a
portion of a month shall be calculated based on the actual number
of days elapsed.

      The  interest so payable on any interest payment date will,
subject   to   certain  exceptions  provided  in   the   Mortgage
hereinafter referred to, be paid to the person in whose name this
bond  is  registered at the close of business on the day (whether
or  not  a  business  day)  immediately preceding  such  interest
payment date.  At the option of the Company, interest may be paid
by  check mailed on or prior to such interest payment date to the
address  of  the  person entitled thereto as such  address  shall
appear on the register of the Company.

     This bond shall not become obligatory until Bank of Montreal
Trust  Company, the Trustee under the Mortgage, or its  successor
thereunder,   shall  have  signed  the  form  of   authentication
certificate endorsed hereon.

      This  bond  is  one  of a series of bonds  of  the  Company
issuable  in series and is one of a duly authorized series  known
as  its  General and Refunding Mortgage Bonds, 8.67%  Series  due
April  1,  2005 (herein called bonds of the Eighth  Series),  all
bonds  of  all  series  issued under and  equally  secured  by  a
Mortgage  and Deed of Trust (herein, together with any  indenture
supplemental thereto, called the Mortgage), dated as  of  May  1,
1987,  duly  executed by the Company to Bank  of  Montreal  Trust
Company  and Z. George Klodnicki (Mark F. McLaughlin, successor),
as Trustees.  Reference is made to the Mortgage for a description
of  the  mortgaged and pledged property, assets and  rights,  the
nature  and  extent  of  the  lien and security,  the  respective
rights, limitations of rights, covenants, obligations, duties and
immunities  thereunder of the Company, the holders of  bonds  and
the  Trustees and the terms and conditions upon which  the  bonds
are,  and  are  to  be,  secured, the circumstances  under  which
additional  bonds  may  be issued and the definition  of  certain
terms  herein  used, to all of which, by its acceptance  of  this
bond, the holder of this bond agrees.

     The principal hereof may be declared or may become due prior
to the maturity date hereinbefore named on the conditions, in the
manner  and  at  the  time set forth in the  Mortgage,  upon  the
occurrence  of  a  Default  as  in the  Mortgage  provided.   The
Mortgage provides that in certain circumstances and upon  certain
conditions,  such a declaration and its consequences  or  certain
past  defaults and the consequences thereof may be waived by such
affirmative  vote  of  holders of bonds as is  specified  in  the
Mortgage.

      The Mortgage contains provisions permitting the Company and
the  Trustee  to  execute  supplemental indentures  amending  the
Mortgage  for certain specified purposes without the  consent  of
holders  of  bonds.  With the consent of the Company and  to  the
extent  permitted by and as provided in the Mortgage, the  rights
and  obligations of the Company and/or the rights of the  holders
of the bonds of the Eighth Series and/or the terms and provisions
of  the  Mortgage may be modified or altered by such  affirmative
vote  or  votes of the holders of bonds then Outstanding  as  are
specified in the Mortgage.

      Any  consent  or waiver by the holder of this bond  (unless
effectively  revoked  as  provided  in  the  Mortgage)  shall  be
conclusive  and  binding upon such holder  and  upon  all  future
holders  of  this  bond and of any bonds issued  in  exchange  or
substitution herefor, irrespective of whether or not any notation
of  such  consent or waiver is made upon this bond or such  other
bond.

     No reference herein to the Mortgage and no provision of this
bond  or of the Mortgage shall alter or impair the obligation  of
the  Company,  which is absolute and unconditional,  to  pay  the
principal of (and premium, if any) and interest on this  bond  in
the  manner,  at  the respective times, at the rate  and  in  the
currency herein prescribed.

      The  bonds are issuable as registered bonds without coupons
in  the  denominations of $1,000 and integral multiples  thereof.
At  the  office or agency to be maintained by the Company in  The
City of New York, New York, and in the manner and subject to  the
provisions  of the Mortgage, bonds may be exchanged  for  a  like
aggregate   principal  amount  of  bonds  of   other   authorized
denominations,  without payment of any charge other  than  a  sum
sufficient  to  reimburse  the  Company  for  any  tax  or  other
governmental  charge incident thereto.  This bond is transferable
as  prescribed in the Mortgage by the registered owner hereof  in
person,  or  by  his duly authorized attorney, at the  office  or
agency  of  the Company in The City of New York, New  York,  upon
surrender  of  this bond, and upon payment, if the Company  shall
require it, of the transfer charges provided for in the Mortgage,
and,  thereupon, a new fully registered bond of the  same  series
for  a like principal amount will be issued to the transferee  in
exchange hereof as provided in the Mortgage. The Company and  the
Trustees may deem and treat the person in whose name this bond is
registered  as  the  absolute owner hereof  for  the  purpose  of
receiving  payment  and for all other purposes  and  neither  the
Company nor the Trustees shall be affected by any notice  to  the
contrary.

      This  bond is redeemable at the option of the Company under
certain circumstances in the manner and at such redemption prices
as are provided in the Mortgage.  This bond is also redeemable at
the  option  of the owner upon the events, in the manner  and  at
such redemption prices as are specified in the Mortgage.

     No recourse shall be had for the payment of the principal of
or  interest on this bond against any incorporator or  any  past,
present  or  future subscriber to the capital stock, stockholder,
officer  or  director  of the Company or of  any  predecessor  or
successor  corporation, as such, either directly or  through  the
Company  or any predecessor or successor corporation,  under  any
rule of law, statute or constitution or by the enforcement of any
assessment  or  otherwise, all such liability  of  incorporators,
subscribers, stockholders, officers and directors being  released
by  the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.

      As provided in the Mortgage, this bond shall be governed by
and  construed in accordance with the laws of the  State  of  New
York.

      IN  WITNESS  WHEREOF, New Orleans Public Service  Inc.  has
caused  this  bond  to  be signed in its corporate  name  by  its
Chairman of the Board, Chief Executive Officer, President or  one
of  its  Vice Presidents by his signature or a facsimile thereof,
and  its  corporate seal to be impressed or imprinted hereon  and
attested by its Secretary or one of its Assistant Secretaries  by
his signature or a facsimile thereof.

Dated:   April 27, 1995          
                                 
                                 NEW ORLEANS PUBLIC SERVICE INC.
                                 
                                 By:
                                 ______________________________
                                   Title
                                 
Attest:                          
_____________________________    
Title                            



              TRUSTEE'S AUTHENTICATION CERTIFICATE


      This  bond  is one of the bonds, of the series  herein
designated,  described  or  provided  for  in  the   within-
mentioned mortgage.


                                 BANK OF MONTREAL TRUST COMPANY,
                                 as Trustee,
                                 
                                 By:
                                 _______________________________
                                 Authorized Signature
                                 

                           LEGEND
                              
   Unless  and until this bond is exchanged in whole  or  in
part  for certificated bonds registered in the names of  the
various beneficial holders hereof as then certified  to  the
Trustee  by  The Depository Trust Company or  its  successor
(the  "Depositary"), this bond may not be transferred except
as  a whole by the Depositary to a nominee of the Depositary
or  by  a  nominee  of the Depositary to the  Depositary  or
another  nominee of the Depositary or by the  Depositary  or
any  such nominee to a successor Depositary or a nominee  of
such successor Depositary.

   Unless  this  certificate is presented by  an  authorized
representative of the Depositary to the Company or its agent
for  registration of transfer, exchange or payment, and  any
certificate to be issued is registered in the name of Cede &
Co.,  or  such  other  name as requested  by  an  authorized
representative  of  the Depositary and  any  amount  payable
thereunder  is  made payable to Cede & Co.,  or  such  other
name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE  OR
OTHERWISE  BY  OR  TO  ANY  PERSON  IS  WRONGFUL  since  the
registered owner hereof, Cede & Co., has an interest herein.

    This  bond  may  be  exchanged  for  certificated  bonds
registered  in  the  names of the various beneficial  owners
hereof  if  (a) the Depositary is at any time  unwilling  or
unable  to continue as depositary and a successor depositary
is  not appointed by the Company within 90 days, or (b)  the
Company  elects  to issue certificated bonds  to  beneficial
owners (as certified to the Company by the Depositary).