Exhibit B-6(d)

EXHIBIT D

February 13, 1998



To the Purchasers Named in Exhibit A
   to the Note Purchase Agreements
   referred to below

	Re:     River Fuel Funding Company #3, Inc.
		Intermediate Term Secured Notes,
		6.44% Series C, Due February 15, 2001

Ladies and Gentlemen:

	Terms used herein shall have the same meanings ascribed to them in the 
several Note Purchase Agreements dated as of January 30, 1998 between each of 
you and River Fuel Funding Company #3, Inc. (the "Agreements").

	So long as any of the Notes shall remain outstanding, the Lessee hereby 
agrees that:

	(A)  without your prior written consent,

	(1) it shall not obtain the release of Nuclear Fuel from the Lease 
Agreement pursuant to Section 10(b) thereof in an amount which, after giving 
effect to the use of the proceeds received by the Company for the Nuclear 
Fuel, shall cause the sum of (i) the aggregate unpaid principal amount of all 
outstanding IT Notes, plus (ii) all Outstandings or any other outstanding bank 
indebtedness of the Company to exceed the aggregate SLV of the Nuclear Fuel 
plus accrued Daily Lease Charges plus cash and investments held in the 
Collateral Account (such excess amount being hereinafter referred to as a 
"Collateral Deficiency"),

	(2) it shall not agree to any affirmative or negative covenant with 
respect to the business, operations, properties or condition, financial or 
other, of the Lessee with any Person in order to induce such Person to extend 
credit to the Company, unless (x) such covenant is in existence on the date 
hereof and a copy of the document containing such covenant has been provided 
to you or (y) such covenant is contained in the Lease Agreement, and

	(3) it shall not provide to any Person in order to induce such Person to 
extend credit to the Company, any collateral other than the Collateral 
described in the Security Agreement or any guarantee or other assurance 
against loss or non-payment, nor shall it cause the Company to provide such 
additional collateral, guarantee or assurance (or consent to the provision 
thereof by the Company) unless, in each case, all IT Notes shall have equally 
and ratably the benefit of such additional collateral, guarantee or assurance, 
and

	(B) within 24 months following the occurrence of an event set forth in 
Sections 18 or 19 of the Lease Agreement, it shall effect the Restoration (as 
defined in the Lease Agreement) of the Nuclear Fuel which is subject to such 
event if the occurrence of such event would cause a Collateral Deficiency to 
exist, and 

	(C) it shall transmit to each Noteholder copies of Entergy Corporation's 
Annual Reports on Form 10-K, its Annual Reports to shareholders, its Quarterly 
Reports on Form 10-Q, its Current Reports on Form 8-K and such other financial 
information as may be publicly available and as such Noteholder may reasonably 
request, and

	(D) pursuant to Sections 13(b) and 33 of the Lease Agreement, it shall 
give written instructions to the Company to file or cause to be filed all 
continuation statements required under the Uniform Commercial Code, as from 
time to time in effect in each applicable jurisdiction, or other applicable 
law with respect to the liens and security interests granted under the 
Security Agreement in order to maintain, protect, preserve and perfect the 
Collateral Agent's lien on and security interest in the Collateral as a legal, 
valid and enforceable first priority security interest therein, and it shall 
cause the Company to give evidence to the Collateral Agent of the due 
recordation of such continuation statements prior to the date for the timely 
recordation of such continuation statements.

						Very truly yours,

						SYSTEM ENERGY RESOURCES, INC.
						

						 By:___________________________
						 Title: