Exhibit B-1(d)
LESSEE'S CONSENT
Pursuant to Section 33(b) of the Fuel Lease, dated as
of February 24, 1989, between River Fuel Funding Company #3,
Inc. ("Lessor") and System Energy Resources, Inc.
("Lessee"), Lessee hereby consents to Lessor's execution and
delivery of two separate Note Purchase Agreements, each
dated as of January 30, 1998, with Metroplitan Life
Insurance Company and Nationwide Life Insurance Company,
respectively, as Purchasers, relating to the issue and sale
of $25,000,000 original aggregate principal amount of
Lessor's Intermediate Term Secured Notes, 6.44 % Series C
due February 15, 2001.
SYSTEM ENERGY RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Xxxxxxx X. Xxxxx, Xx.
Vice President
Dated: January 30, 1998