<DOCUMENT>
<TYPE>EX-99
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<FILENAME>a17702h2.txt
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                                                     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

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