<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>a196024e.txt
<TEXT>
                                                     Exhibit 4(e)



             (See legend at the end of this bond for
       restrictions on transferability and change of form)

                       FIRST MORTGAGE BOND

                 6% Series due November 1, 2032


No. R-1                                         CUSIP 29364N 87 6
                                                      $75,000,000

          ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power &
Light Company), a corporation duly organized and validly existing
under the laws of the State of Mississippi (hereinafter called
the Company), for value received, hereby promises to pay to Cede
& Co. or registered assigns, at the office or agency of the
Company in New York, New York, the principal sum of Seventy-five
Million Dollars ($75,000,000) on November 1, 2032 in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts, and to pay
in like manner to the registered owner hereof interest thereon
from the date of original issuance, if the date of this bond is
prior to February 1, 2003 or, if the date of this bond is on or
after February 1, 2003, from the February 1, May 1, August 1 or
November 1 immediately preceding the date of this bond to which
interest has been paid (unless the date hereof is an interest
payment date to which interest has been paid, in which case from
the date hereof), at the rate of Six per centum (6%) per annum in
like coin or currency on February 1, May 1, August 1 and November
1 in each year and at maturity or earlier redemption, until the
principal of this bond shall have become due and been duly paid
or provided for, and to pay interest (before and after judgment)
on any overdue principal, premium, if any, and (to the extent
that payment of such interest on any overdue interest is not
prohibited under applicable law) on any defaulted interest at the
rate of Seven per centum (7%) per annum.  Interest on this bond
shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.  Interest on this bond in respect of a
portion of a month shall be calculated based on the actual number
of days elapsed.

          The interest so payable on any interest payment date
will, subject to certain exceptions provided in the Mortgage
hereinafter referred to, be paid to the person in whose name this
bond is registered at the close of business on the Business Day
immediately preceding such interest payment date.  At the option
of the Company, interest may be paid by check mailed on or prior
to such interest payment date to the address of the person
entitled thereto as such address shall appear on the register of
the Company.

          This bond shall not become obligatory until The Bank of
New York, the Trustee under the Mortgage, or its respective
successor or successors thereunder, shall have signed the
authentication certificate endorsed hereon.

          This bond is one of a series of bonds of the Company
issuable in series and is one of a duly authorized series known
as its First Mortgage Bonds, 6% Series due November 1, 2032
(herein called bonds of the Twenty-third Series), all bonds of
all series issued under and equally secured by a Mortgage and
Deed of Trust (herein, together with any indenture supplemental
thereto, called the Mortgage), dated as of February 1, 1988, duly
executed by the Company to The Bank of New York (successor to
Bank of Montreal Trust Company), and Stephen J. Giurlando
(successor to Z. George Klodnicki), as Trustees.  Reference is
made to the Mortgage for a description of the mortgaged and
pledged property, assets and rights, the nature and extent of the
lien and security, the respective rights, limitations of rights,
covenants, obligations, duties and immunities thereunder of the
Company, the holders of bonds and the Trustees and the terms and
conditions upon which the bonds are, and are to be, secured, the
circumstances under which additional bonds may be issued and the
definition of certain terms herein used, to all of which, by its
acceptance of this bond, the holder of this bond agrees.

          The principal hereof may be declared or may become due
prior to the maturity date hereinbefore named on the conditions,
in the manner and at the time set forth in the Mortgage, upon the
occurrence of a Default as in the Mortgage provided.  The
Mortgage provides that in certain circumstances and upon certain
conditions such a declaration and its consequences or certain
past defaults and the consequences thereof may be waived by such
affirmative vote of holders of bonds as is specified in the
Mortgage.

          The Mortgage contains provisions permitting the Company
and the Trustee to execute supplemental indentures amending the
Mortgage for certain specified purposes without the consent of
holders of bonds.  With the consent of the Company and to the
extent permitted by and as provided in the Mortgage, the rights
and obligations of the Company and/or the rights of the holders
of the bonds of the Twenty-third Series and/or the terms and
provisions of the Mortgage may be modified or altered by such
affirmative vote or votes of the holders of bonds then
Outstanding as are specified in the Mortgage.

          Any consent or waiver by the holder of this bond
(unless effectively revoked as provided in the Mortgage) shall be
conclusive and binding upon such holder and upon all future
holders of this bond and of any bonds issued in exchange or
substitution herefor, irrespective of whether or not any notation
of such consent or waiver is made upon this bond or such other
bond.

          No reference herein to the Mortgage and no provision of
this bond or of the Mortgage shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this bond in
the manner, at the respective times, at the rate and in the
currency herein prescribed.

          The bonds are issuable as registered bonds without
coupons in the denominations of $25.00 and integral multiples
thereof.  At the office or agency to be maintained by the Company
in the City of New York, State of New York, and in the manner and
subject to the provisions of the Mortgage, bonds may be exchanged
for a like aggregate principal amount of bonds of other
authorized denominations, without payment of any charge other
than a sum sufficient to reimburse the Company for any tax or
other governmental charge incident thereto.  This bond is
transferable as prescribed in the Mortgage by the registered
owner hereof in person, or by his duly authorized attorney, at
the office or agency of the Company in New York, New York, upon
surrender of this bond, and upon payment, if the Company shall
require it, of the transfer charges provided for in the Mortgage,
and, thereupon, a new fully registered bond of the same series
for a like principal amount will be issued to the transferee in
exchange hereof as provided in the Mortgage.  The Company and the
Trustees may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of
receiving payment and for all other purposes and neither the
Company nor the Trustees shall be affected by any notice to the
contrary.

          This bond is redeemable at the option of the Company as
provided in the Mortgage.

          No recourse shall be had for the payment of the
principal of, premium, if any, or interest on this bond against
any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or
of any predecessor or successor corporation, as such, either
directly or through the Company or any predecessor or successor
corporation, under any rule of law, statute or constitution or by
the enforcement of any assessment or otherwise, all such
liability of incorporators, subscribers, stockholders, officers
and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by
the terms of the Mortgage.

          As provided in the Mortgage, this bond shall be
governed by and construed in accordance with the laws of the
State of New York.

          IN WITNESS WHEREOF, Entergy Mississippi, Inc. has
caused this bond to be signed in its corporate name by its
Chairman of the Board, Chief Executive Officer, President or one
of its Vice Presidents by his or her signature or a facsimile
thereof, and its corporate seal to be impressed or imprinted
hereon and attested by its Secretary or one of its Assistant
Secretaries by his signature or a facsimile thereof.

Dated: October 22, 2002
                              ENTERGY MISSISSIPPI, INC.



                              By:________________________________
                                        Steven C. McNeal
                                 Vice President and Treasurer


Attest:


__________________________
Christopher T. Screen
Title: Assistant Secretary


<PAGE>
              TRUSTEE'S AUTHENTICATION CERTIFICATE



          This bond is one of the bonds, of the series herein
designated, described or provided for in the within-mentioned
mortgage.

                              THE BANK OF NEW YORK,
                                  as Trustee



                              By: ___________________________________
                                      Authorized Signatory

<PAGE>
                             LEGEND


          Unless and until this bond is exchanged in whole or in
part for certificated bonds registered in the names of the
various beneficial holders hereof as then certified to the
Trustee by The Depository Trust Company or its successor (the
"Depositary"), this bond may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

          Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any
certificate to be issued is registered in the name of Cede & Co.,
or such other name as requested by an authorized representative
of the Depositary and any amount payable thereunder is made
payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.

          This bond may be exchanged for certificated bonds
registered in the names of the various beneficial owners hereof
if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed by the Company within 90 days, or (b) the Company
elects to issue certificated bonds to beneficial owners (as
certified to the Company by the Depositary).

     This bond may be exchanged for certificated bonds registered
in  the names of the various beneficial owners hereof if (a)  the
Depositary  is  at any time unwilling or unable  to  continue  as
depositary  and  a successor depositary is not appointed  by  the
Company  within  90  days,  or (b) the Company  elects  to  issue
certificated  bonds  to beneficial owners (as  certified  to  the
Company by the Depositary).

     Financial   Guaranty   Insurance  Policy   No.20125BE   (the
"Policy")  with  respect to payments due  for  principal  of  and
interest  on  this  bond  has  been  issued  by  Ambac  Assurance
Corporation ("Ambac Assurance"). The Policy has been delivered to
The  Bank  of  New  York, New York, New York,  as  the  Insurance
Trustee  under  said Policy and will be held  by  such  Insurance
Trustee or any successor insurance trustee. The Policy is on file
and  available  for  inspection at the principal  office  of  the
Insurance  Trustee and a copy thereof may be secured  from  Ambac
Assurance or the Insurance Trustee. All payments required  to  be
made  under  the  Policy  shall be made in  accordance  with  the
provisions  thereof.  The  owner of this  bond  acknowledges  and
consents  to  the subrogation rights of Ambac Assurance  as  more
fully set forth in the Policy.




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