UNITED STATES OF AMERICA
                              
        BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                              
                      WASHINGTON, D.C.
                              
                              
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          In the Matter of                   CERTIFICATE PURSUANT   
                                                     TO
                                                   RULE 24
     SYSTEM ENERGY RESOURCES, INC.

          File No. 70-7604

 (Public Utility Holding Company Act of 1935)
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           This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that
certain  of  the  transactions  proposed  by  System  Energy
Resources, Inc. ("SERI") in its Application-Declaration,  as
amended,  in  the above file, as amended, have been  carried
out  in accordance with the terms and conditions of and  for
the purposes represented by said Application-Declaration, as
amended,  and  pursuant to the order of the  Securities  and
Exchange Commission (the "Commission") with respect  thereto
dated February 21, 1989, and the supplemental orders of  the
Commission dated February 23, 1989 and July 7, 1989.

           On  February 13, 1998, the SERI executed a Letter
Consent  Agreement with River Fuel Funding Company #3,  Inc.
(the   "RFFC")  consenting  to  the  issuance  by  RFFC   of
$25,000,000 Intermediate Term Secured Notes, 6.44% Series  C
due  February  15, 2001 (the "Series C Notes").   SERI  also
executed  Supplemental Instructions  to  the  United  States
Trust Company of New York, as Trustee ("Trustee") under  the
Trust  Agreement dated as of February 22, 1989, among Morgan
Guaranty Trust Company of New York, as Trustor, the  Trustee
and SERI authorizing the Trustee to cause RFFC to enter into
a  Secured Note Agreement with the Purchasers named  therein
for the sale of the Series C Notes.

           Attached hereto and incorporated by reference are
the  constituent documents to the transaction in  definitive
form.

          
          Exhibit B-1(d)  -    SERI's  Consent pursuant  to
                               Fuel Lease
          
          Exhibit B-2(d)  -   Supplemental  Instructions
                              pursuant to Trust Agreement.
          
          Exhibit B-4(d)  -   Secured Note Agreement entered
                              into between RFFC and certain
                              Noteholders.
          
          Exhibit B-6(d)  -   Letter Agreement executed by
                              SERI.
          
           Defined  terms  used  herein  and  not  otherwise
defined  herein have the meanings ascribed to such terms  in
the Application, as amended.
          
            IN   WITNESS  WHEREOF,  SERI  has  caused   this
certificate to be executed this 20th day of February, 1998.

                                 SYSTEM ENERGY RESOURCES, INC.
                                 
                                 
                                 By:    /s/ Joseph L. Blount
                                         Joseph L. Blount
                                            Secretary