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<SEC-DOCUMENT>0000065984-02-000193.txt : 20020903
<SEC-HEADER>0000065984-02-000193.hdr.sgml : 20020903
<ACCEPTANCE-DATETIME>20020903172110
ACCESSION NUMBER:		0000065984-02-000193
CONFORMED SUBMISSION TYPE:	POS AMC
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20020903

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY MISSISSIPPI INC
		CENTRAL INDEX KEY:			0000066901
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				640205830
		STATE OF INCORPORATION:			MS
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		POS AMC
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-09757
		FILM NUMBER:		02755656

	BUSINESS ADDRESS:	
		STREET 1:		308 EAST PEARL STREET
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39201
		BUSINESS PHONE:		601-368-5000

	MAIL ADDRESS:	
		STREET 1:		308 EAST PEARL STREET
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MISSISSIPPI POWER & LIGHT CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMC
<SEQUENCE>1
<FILENAME>a17702.txt
<TEXT>
                                                 File No. 70-9757


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

            FORM U-1/A POST-EFFECTIVE AMENDMENT NO. 1
                   APPLICATION OR DECLARATION
                            under the
           PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                    Entergy Mississippi, Inc.
                      308 East Pearl Street
                   Jackson, Mississippi 39201

(Names of company filing this statement and address of principal
                       executive offices)

      _____________________________________________________


                       Entergy Corporation

(Name of top registered holding company parent of each applicant
                          or declarant)

     _______________________________________________________


Carolyn C. Shanks                    Steven C. McNeal
President and Chief                  Vice President and Treasurer
Executive Officer                    Entergy Services, Inc.
Entergy Mississippi, Inc.            639 Loyola Avenue
308 East Pearl Street                New Orleans, Louisiana 70113
Jackson, Mississippi 39201


             (Name and address of agent for service)

    ________________________________________________________


The Commission is requested to mail copies of all orders, notices
                  and other communications to:

Mark G. Otts, Esq.                   William T. Baker, Jr., Esq.
Senior Counsel -                     Kimberly M. Reisler, Esq.
Corporate and Securities             Thelen Reid & Priest LLP
Entergy Services, Inc.               40 W. 57th Street, 28th Floor
639 Loyola Avenue                    New York, New York 10019
New Orleans, Louisiana 70113         (212) 603-2000
(504) 576-5228                       (212) 603-2001 (fax)
(504) 576-4150 (fax)


<PAGE>

Item 2. Fees, Commissions and Expenses

The Company believes that current market conditions require an
increase above the 2% of principal amount of underwriters' fees,
commissions and expenses as specified in Item 2 in this File to
effect sales into the retail securities markets. Accordingly the
Company amends the last paragraph of Item 2 in this File to read
in its entirety as follows:

      The  fees,  commissions and expenses  of  the  underwriters
expected  to  be incurred with respect to the Bonds,  Debentures,
Entity   Interests,  Preferred,  Debentures  issued   under   the
Subordinated  Debenture Indenture, Tax-Exempt Bonds or  Municipal
Securities  will not exceed the lesser of 3.25% of the  principal
amount  of  the  Bonds, Debentures, Entity Interests,  Preferred,
Debentures issued under the Subordinated Debenture Indenture, Tax-
Exempt Bonds or Municipal Securities, respectively, to be sold or
those  generally paid at the time of pricing for sales  of  first
mortgage   bonds,  debentures,  subsidiary  interests,  preferred
stock,  subordinated  indenture debentures, tax-exempt  bonds  or
municipal  securities, respectively, having  the  same  maturity,
issued  by  companies  of comparable credit  quality  and  having
similar terms, conditions and features.


Item 5. Procedure

     The Company requests that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be issued
as soon as possible, and that the Commission's order authorizing
the remaining transactions proposed in this proceeding be issued
by October 1, 2002, to meet the Company's current financing
schedule.

     The Company hereby waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission, agrees that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's
decision, and requests that there be no waiting period between
the issuance of the Commission's order and the date it is to
become effective.

Item 6. Exhibits and Financial Statements
Section A. Exhibits

H-2   Suggested Form of Notice of Proposed Transactions for
publication in the Federal Register.

                            SIGNATURE

     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Post-Effective Amendment No. 1 to the Application-Declaration to
be signed on its behalf by the undersigned thereunto duly
authorized.


                              ENTERGY MISSISSIPPI, INC.



                              By:  /s/ Steven C. McNeal
                                  Steven C. McNeal
                              Vice President and Treasurer

Dated: September 3, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>a17702h2.txt
<TEXT>
                                                     EXHIBIT H- 2
Form of Notice of Proposed Transactions

SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-         ; 70-9757)

Filings Under the Public Utility Holding Company Act of 1935
("Act")

ENTERGY MISSISSIPPI, INC.

September __, 2002

     Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the Act
and rules promulgated thereunder. All interested persons are
referred to the application(s) and/or declaration(s) for complete
statements of the proposed transaction(s) summarized below. The
application(s) and/or declaration(s) and any amendments thereto
is/are available for public inspection through the Commission's
Office of Public Reference.

     Interested persons wishing to comment or request a hearing
on the application(s) and/or declaration(s) should submit their
views in writing by September _, 2002 to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549, and
serve a copy on the relevant applicant(s) and/or declarant(s) at
the address(es) specified below. Proof of service (by affidavit
or, in case of an attorney at law, by certificate) should be
filed with the request. Any request for hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.

     Entergy Mississippi, Inc. ("EMI"), 308 East Pearl Street,
Jackson, Mississippi 39201, an electric utility subsidiary of
Entergy Corporation, a registered holding company, has filed a
post-effective amendment to its application-declaration
previously filed pursuant to Sections 6(a), 7, 9(a), 10, 12(b),
12(c), 12(d) and 12(e) of the Act and Rules 23, 24, 42, 44, 62
and 65 thereunder.

     By order dated December 26, 2000 (HCAR No. 27317), EMI was
authorized, among other things, from time to time through
December 31, 2003, to (a) to issue and sell up to (i) $540
million of EMI's first mortgage bonds ("Bonds") and/or EMI's
debentures ("Debentures"); (ii) $50 million of (a) preferred
securities of a subsidiary of EMI ("Entity Interests") and/or (b)
EMI's preferred stock ("Preferred Stock"); (iii) $46 million of
tax-exempt bonds ("Tax-Exempt Bonds") to be issued by the
appropriate governmental authority, including the pledge of bonds
up to $52 million as security; and (iv) $100 million of municipal
securities ("Municipal Securities") issued by the appropriate
municipal entity.  Such order authorized fees, commissions and
expenses of the underwriters to be incurred in connection with
the Bonds, Debentures, Preferred Stock and Tax-Exempt Bonds not
to exceed 2% of the principal amount to be sold, and in the case
of Entity Interests and Debentures issued under a subordinated
debenture indenture, 3.25% of the principal amount to be sold.

     Current market conditions require an increase above the 2%
of principal amount of underwriters' fees, commissions and
expenses to effect sales into the retail securities markets. EMI
now requests authority for fees, commissions and expenses of the
underwriters to be incurred in connection with the issuance and
sale of Bonds, Debentures, Debentures issued under a subordinated
debenture indenture, Preferred Stock, Entity Interests, Tax-
Exempt Bonds and Municipal Securities not to exceed the lesser of
3.25% of the principal amount, respectively, to be sold or those
generally paid at the time of pricing for sales of first mortgage
bonds, debentures, debentures issued under a subordinated
debenture indenture, preferred stock, subsidiary interests, tax-
exempt bonds or municipal securities, respectively, having the
same maturity, issued by companies of comparable credit quality
and having similar terms, conditions and features.

     For the Commission, by the Division of Investment
Management, pursuant to delegated authority.


Jonathan G. Katz Secretary

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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