Exhibit 99(a)3

             [Letterhead of Clark, Thomas & Winters]




                         March 11, 1996


Gulf States Utilities Company
639 Loyola Avenue
New Orleans, Louisiana 70112
Attn:  Scott Forbes

     Re:  SEC Form 10-K Gulf States Utilities Company (the
          "Company") for the year ending December 31, 1995

Dear Mr. Forbes:

      Our  firm  has rendered to the Company two opinion  letters
dated  September 30, 1992 and August 8, 1994, concerning  certain
issues  presented  in  the appeal of PUCT  Docket  No.  7195  now
pending in the Texas Supreme Court.  In connection with the above-
referenced  Form  10-K, we confirm to you as of the  date  hereof
that  we  continue to hold the opinions set forth in  the  letter
dated  August 8, 1994 and in the September 30, 1992 letter  which
addressed  the  recovery of $1.45 billion of abeyed  construction
costs.1

CLARK, THOMAS & WINTERS,
A Professional Corporation



By:   /s/ CLARK, THOMAS & WINTERS,
          A Professional Corporation



_______________________________
1    The opinion letter dated September 30, 1992 indicates that
the amount of River Bend plant costs held in abeyance was $1.45
billion.  The more correct amount, as indicated by the Company in
its securities filings to which those opinions related, is $1.4
billion.