<DOCUMENT>
<TYPE>35-CERT
<SEQUENCE>1
<FILENAME>a20102.txt
<TEXT>


                    UNITED STATES OF AMERICA

          BEFORE THE SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.


---------------------------------------------X
                                   	     :
          In the Matter of             	     :
                                             :  CERTIFICATE PURSUANT
     ENTERGY MISSISSIPPI, INC.               :		   TO
                                   	     : 		 RULE 24
          File No. 70-9757                   :
                                   	     :
 (Public Utility Holding Company Act of 1935):
---------------------------------------------X


           This  is  to  certify, pursuant to Rule 24  under  the
Public Utility Holding Company Act of 1935, as amended, that  the
transactions  described  below, which were  proposed  by  Entergy
Mississippi,  Inc. (the "Company") in its Application-Declaration
on  Form  U-1,  as amended, in the above file (the  "Application-
Declaration"), have been carried out in accordance with the terms
and  conditions  of,  and for the purposes  represented  by,  the
Application-Declaration  and  pursuant  to  the  orders  of   the
Securities  and  Exchange Commission with respect  thereto  dated
December  26,  2000 (Release No. 35-27317) and  October  1,  2002
(Release No. 35-27572).

           On  October 22, 2002, the Company issued and sold,  by
negotiated public offering, to Morgan Stanley & Co. Incorporated,
J.P.  Morgan  Securities  Inc., Salomon Smith  Barney  Inc.,  and
Wachovia  Securities,  Inc.,  as underwriters,  pursuant  to  the
Underwriting  Agreement dated October 16, 2002 (the "Underwriting
Agreement"), among said underwriters and the Company, $75 million
in  aggregate  principal amount of the Company's  First  Mortgage
Bonds,  6%  Series  due  November 1, 2032 (the  "Bonds"),  issued
pursuant  to the Seventeenth Supplemental Indenture dated  as  of
October  1,  2002  (the  "Seventeenth  Supplemental  Indenture"),
between  the  Company  and The Bank of New York  and  Stephen  J.
Giurlando, as Trustees, under the Company's Mortgage and Deed  of
Trust,  as supplemented, which Seventeenth Supplemental Indenture
established the terms of the Bonds.

          Attached hereto and incorporated by reference are:

          Exhibit A-2(b)  -   Conformed  copy of the  Seventeenth
                              Supplemental Indenture.

          Exhibit A-4(b)  -   Conformed copy of the Bonds.

          Exhibit B-2(b)  -   Conformed  copy of the Underwriting
                              Agreement.

          Exhibit C-1(b)  -   Copy  of  the  Prospectus  used  in
                              connection  with the  sale  of  the
                              Bonds    (previously    filed    in
                              Registration   No.  333-53554   and
                              incorporated herein by reference).

          Exhibit F-1(b)  -   Post-effective  opinion   of   Wise
                              Carter     Child     &     Caraway,
                              Professional  Association,  counsel
                              for the Company.

          Exhibit F-2(b)  -   Post-effective  opinion  of  Thelen
                              Reid & Priest LLP, counsel for  the
                              Company.

           IN  WITNESS  WHEREOF,  Entergy Mississippi,  Inc.  has
caused this certificate to be executed this 31st day of October, 2002.


                                 ENTERGY MISSISSIPPI, INC.



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



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