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<SEC-DOCUMENT>0000065984-02-000220.txt : 20021031
<SEC-HEADER>0000065984-02-000220.hdr.sgml : 20021031
<ACCEPTANCE-DATETIME>20021031164618
ACCESSION NUMBER:		0000065984-02-000220
CONFORMED SUBMISSION TYPE:	35-CERT
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20021031
EFFECTIVENESS DATE:		20021031

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:		35-CERT
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-09757
		FILM NUMBER:		02805265

	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>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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>a20102a2b.txt
<TEXT>



                                                  Exhibit A-2(b)


                    ENTERGY MISSISSIPPI, INC.
          (formerly Mississippi Power & Light Company)


                               to

                      THE BANK OF NEW YORK
   (successor to Harris Trust Company of New York and Bank of
                     Montreal Trust Company)


                               and

                      STEPHEN J. GIURLANDO
    (successor to Mark F. McLaughlin and Z. George Klodnicki)
                        As Trustees under
                   Entergy Mississippi, Inc.'s
    Mortgage and Deed of Trust, dated as of February 1, 1988


                ________________________________


               SEVENTEENTH SUPPLEMENTAL INDENTURE


                Providing among other things for
       General and Refunding Mortgage Bonds designated as
                      First Mortgage Bonds,
                 6% Series due November 1, 2032


                        ________________

                   Dated as of October 1, 2002

                  _____________________________

                           Prepared by
      Wise Carter Child & Caraway, Professional Association
                          P.O. Box 651
                   Jackson, Mississippi 39205
                         (601) 968-5500

                        TABLE OF CONTENTS


                                                             Page

Parties                                                                1

Recitals                                                               1

                            ARTICLE I
              DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01.                   Terms From the Original Indenture      6
Section 1.02.                               Certain Defined Terms      6
Section 1.03.References Are to Seventeenth Supplemental Indenture      6
Section 1.04.                                   Number and Gender      7

                           ARTICLE II
                     THE TWENTY-THIRD SERIES

Section 2.01.                    Bonds of the Twenty-third Series      7
Section 2.02.Optional Redemption of Bonds of the Twenty-third Series.  7
Section 2.03.Mandatory Redemption of Bonds of the Twenty-third Series. 8
Section 2.04.                               Insurance Provisions.      8
Section 2.05.                              Transfer and Exchange.      9
Section 2.06.              Dating of Bonds and Interest Payments.      9

                           ARTICLE III
                            COVENANTS

Section 3.01.                         Maintenance of Paying Agent    10
Section 3.02.                                  Further Assurances    10
Section 3.03.                  Limitation on Restricted Payments.    10

                           ARTICLE IV
                    MISCELLANEOUS PROVISIONS

Section 4.01.                                Acceptance of Trusts    11
Section 4.02.Effect of Seventeenth Supplemental Indenture under
             Louisiana Law                                           11
Section 4.03.                                         Record Date    11
Section 4.04.                                              Titles    12
Section 4.05.                                        Counterparts    12
Section 4.06.                                       Governing Law    12
Section 4.07.                                            Recitals    12

Signatures                                                          S-1

Acknowledgments                                                     S-3

Exhibit A - Form of Bond of Twenty-third Series

<PAGE>

               SEVENTEENTH SUPPLEMENTAL INDENTURE


                    _________________________


          SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of October
1, 2002, between ENTERGY MISSISSIPPI, INC. (formerly Mississippi
Power & Light Company), a corporation of the State of
Mississippi, whose post office address is P.O. Box 1640, Jackson,
Mississippi 39215-1640 (tel. 601-969-2311) (the "Company") and
THE BANK OF NEW YORK (successor to Harris Trust Company of New
York), a New York banking corporation of the State of New York,
whose principal corporate trust office is located at 101 Barclay
Street, 8W, New York, New York 10286 (tel. 212-815-2923) and
STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose
post office address is 63 Euclid Avenue, Massapequa, New York
11758 (tel. 212-635-1045), as trustees under the Mortgage and
Deed of Trust, dated as of February 1, 1988, executed and
delivered by the Company (herein called the "Original Indenture;"
the Original Indenture together with any and all indentures and
instruments supplemental thereto being herein called the
"Indenture");

          WHEREAS, the Original Indenture has been duly recorded
or filed as then required in the States of Mississippi, Arkansas
and Wyoming; and

          WHEREAS, the Company has executed and delivered to the
Trustees (such term and all other defined terms used herein and
not defined herein having the respective definitions to which
reference is made in Article I below) its First Supplemental
Indenture, dated as of February 1, 1988, its Second Supplemental
Indenture, dated as of July 1, 1988, its Third Supplemental
Indenture, dated as of May 1, 1989, its Fourth Supplemental
Indenture, dated as of May 1, 1990, its Fifth Supplemental
Indenture, dated as of November 1, 1992, its Sixth Supplemental
Indenture, dated as of January 1, 1993, its Seventh Supplemental
Indenture, dated as of July 15, 1993, its Eighth Supplemental
Indenture, dated as of November 1, 1993, its Ninth Supplemental
Indenture, dated as of July 1, 1994, its Tenth Supplemental
Indenture, dated as of April 1, 1995, its Eleventh Supplemental
Indenture, dated as of June 1, 1997, its Twelfth Supplemental
Indenture, dated as of April 1, 1998, its Thirteenth Supplemental
Indenture, dated as of May 1, 1999, its Fourteenth Supplemental
Indenture, dated as of May 1, 1999, and its Fifteenth
Supplemental Indenture, dated as of February 1, 2000 and its
Sixteenth Supplemental Indenture, dated as of January 1, 2001,
each as a supplement to the Original Indenture, which
Supplemental Indentures have been duly recorded or filed as then
required in the States of Mississippi, Arkansas and Wyoming; and

          WHEREAS, pursuant to an Agreement and Plan of Merger
dated as of March 18, 1999, Harris Trust Company of New York
merged into Bank of Montreal Trust Company, Trustee under the
Indenture, and effective July 1, 1999, the combined entity
changed its name to Harris Trust Company of New York. By virtue
of Section 9.03 of the Original Indenture, Harris Trust Company
of New York became successor Trustee under the Indenture, without
execution of any paper or the performance of any further act on
the part of any other parties to the Indenture; and

          WHEREAS, effective June 30, 2000, Harris Trust Company
of New York resigned as Trustee under the Indenture, and by an
Instrument of Appointment of Successor Trustee the Company
appointed The Bank of New York as successor Trustee, effective
June 30, 2000, and The Bank of New York accepted said
appointment.

          WHEREAS, effective June 30, 2000, Mark F. McLaughlin
resigned as Co-Trustee under the Indenture, and by an Agreement
of Resignation, Appointment and Acceptance the Company appointed
Stephen J. Giurlando, as successor Co-Trustee, effective June 30,
2000, and Stephen J. Giurlando accepted said appointment.

          WHEREAS, in addition to property described in the
Original Indenture, as heretofore supplemented, the Company has
acquired certain other property rights and interests in property;
and

          WHEREAS, the Company has heretofore issued, in
accordance with the provisions of the Indenture, the following
series of bonds:

 Series                               Principal     Principal
                                      Amount        Amount
                                      Issued        Outstanding

 14.65% Series due February 1, 1993   $55,000,000       None
 14.95% Series due February 1, 1995    20,000,000       None
 8.40% Collateral Series due           12,600,000       None
       December 1, 1992
 11.11% Series due July 15, 1994       18,000,000       None
 11.14% Series due July 15, 1995       10,000,000       None
 11.18% Series due July 15, 1996       26,000,000       None
 11.20% Series due July 15, 1997       46,000,000       None
  9.90% Series due April 1, 1994       30,000,000       None
  5.95% Series due October 15, 1995    15,000,000       None
  6.95% Series due July 15, 1997       50,000,000       None
  8.65% Series due January 15, 2023   125,000,000       None
  7.70% Series due July 15, 2023       60,000,000   $60,000,000
  6 5/8% Series due November 1, 2003   65,000,000   65,000,000
  8.25% Series due July 1, 2004        25,000,000   25,000,000
  8.80% Series due April 1, 2005       80,000,000       None
  6 7/8% Series due June 1, 2002       65,000,000       None
  6.45% Series due April 1, 2008       80,000,000   80,000,000
  6.20% Series due May 1, 2004         75,000,000   75,000,000
 Floating Rate Series due May 3,       50,000,000   50,000,000
   2004
 Pollution Control Series A due July   32,850,000   32,850,000
   1, 2022
  7 3/4% Series due February 15,      120,000,000   120,000,000
   2003
  6.25% due February 1, 2003          70,000,000    70,000,000

; and

          WHEREAS, Section 19.04 of the Original Indenture
provides, among other things, that any power, privilege or right
expressly or implicitly reserved to or in any way conferred upon
the Company by any provision of the Indenture, whether such
power, privilege or right is in any way restricted or is
unrestricted, may be in whole or in part waived or surrendered or
subjected to any restriction if at the time unrestricted or to
additional restriction if already restricted, and the Company may
enter into any further covenants, limitations, restrictions or
provisions for the benefit of any one or more series of bonds
issued thereunder, or the Company may establish the terms and
provisions of any series of bonds by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to be
recorded in all of the states in which any property at the time
subject to the Lien of the Indenture shall be situated; and

          WHEREAS, the Company desires to create a new series of
bonds under the Indenture and to add to its covenants and
agreements contained in the Indenture certain other covenants and
agreements to be observed by it; and

          WHEREAS, all things necessary to make this Seventeenth
Supplemental Indenture a valid, binding and legal instrument have
been performed, and the issue of said series of bonds, subject to
the terms of the Indenture, has been in all respects duly
authorized;

          NOW, THEREFORE, THIS SEVENTEENTH SUPPLEMENTAL INDENTURE
WITNESSETH:  That the Company, in consideration of the premises
and of Ten Dollars ($10) to it duly paid by the Trustees at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to further secure
the payment of both the principal of and interest on the bonds
from time to time issued under the Indenture, according to their
tenor and effect and the performance of all provisions of the
Indenture and of said bonds, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, hypothecates,
affects, pledges, sets over and confirms a security interest unto
STEPHEN J. GIURLANDO and (to the extent of its legal capacity to
hold the same for the purposes hereof) to THE BANK OF NEW YORK,
as Trustees, and to their successor or successors in said trust,
and to said Trustees and their successors and assigns forever
(subject, however, to Excepted Encumbrances as defined in Section
1.06 of the Original Indenture), in all properties of the Company
real, personal and mixed, of any kind or nature (except as in the
Indenture expressly excepted), now owned (including, but not
limited to, that located in the following counties in the State
of Mississippi: Adams, Amite, Attala, Bolivar, Calhoun, Carroll,
Choctaw, Claiborne, Coahoma, Copiah, Covington, DeSoto, Franklin,
Grenada, Hinds, Holmes, Humphreys, Issaquena, Jefferson,
Jefferson Davis, Lawrence, Leake, Leflore, Lincoln, Madison,
Montgomery, Panola, Pike, Quitman, Rankin, Scott, Sharkey,
Simpson, Smith, Sunflower, Tallahatchie, Tate, Tunica, Walthall,
Warren, Washington, Webster, Wilkinson, Yalobusha and Yazoo; and
in Independence County, Arkansas, and Campbell County, Wyoming)
or, subject to the provisions of Section 15.03 of the Original
Indenture, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) and wheresoever situated, including (without in anyway
limiting or impairing by the enumeration of the same, the scope
and intent of the foregoing or of any general description
contained in the Indenture) all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of
way and other rights in or relating to real estate or the
occupancy of the same; all power sites, flowage rights, water
rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, waterways, dams,
dam sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam, water and/or other power; all power houses, street
lighting systems, standards and other equipment incidental
thereto; all telephone, radio and television systems, air
conditioning systems and equipment incidental thereto, water
wheels, water works, water systems, steam heat and hot water
plants, substations, electric, gas and water lines, service and
supply systems, bridges, culverts, tracks, ice or refrigeration
plants and equipment, offices, buildings and other structures and
the equipment thereof; all machinery, engines, boilers, dynamos,
turbines, electric, gas and other machines, prime movers,
regulators, meters, transformers, generators (including, but not
limited to, engine driven generators and turbogenerator units),
motors, electrical, gas and mechanical appliances, conduits,
cables, water, steam heat, gas or other pipes, gas mains and
pipes, service pipes, fittings, valves and connections, pole and
transmission lines, towers, overhead conductors and devices,
underground conduits, underground conductors and devices, wires,
cables, tools, implements, apparatus, storage battery equipment,
and all other fixtures and personalty; all municipal and other
franchises, consents or permits; all lines for the transmission
and distribution of electric current, steam heat or water for any
purpose including towers, poles, wires, cables, pipes, conduits,
ducts and all apparatus for use in connection therewith and
(except as in the Indenture expressly excepted) all the right,
title and interest of the Company in and to all other property of
any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property described in the
Indenture.

          TOGETHER WITH all and singular the tenements,
hereditaments, prescriptions, servitudes and appurtenances
belonging or in anyway appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Section 11.01 of
the Original Indenture) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter
acquire in and to the aforesaid property, rights and franchises
and every part and parcel thereof.

          IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 15.03 of the Original Indenture, all the
property, rights and franchises acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection
or in any other way) after the date hereof (except as in the
Indenture expressly excepted) shall be and are as fully granted
and conveyed by the Indenture and as fully embraced within the
Lien of the Indenture as if such property, rights and franchises
were now owned by the Company and were specifically described in
the Indenture and granted and conveyed by the Indenture.

          PROVIDED that the following are not and are not
intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over or confirmed hereunder,
nor is a security interest therein hereby granted or intended to
be granted, and the same are hereby expressly excepted from the
Lien and operation of the Indenture, viz: (1) cash, shares of
stock, bonds, notes and other obligations and other securities
not in the Indenture specifically pledged, paid, deposited,
delivered or held under the Indenture or covenanted so to be; (2)
merchandise, equipment, apparatus, materials or supplies held for
the purpose of sale or other disposition in the usual course of
business or for the purpose of repairing or replacing (in whole
or part) any rolling stock, buses, motor coaches, automobiles or
other vehicles or aircraft or boats, ships, or other vessels and
any fuel, oil and similar materials and supplies consumable in
the operation of any of the properties of the Company; rolling
stock, buses, motor coaches, automobiles and other vehicles and
all aircraft; boats, ships and other vessels; all timber,
minerals, mineral rights and royalties; (3) bills, notes and
other instruments and accounts receivable, judgments, demands and
choses in action, and all contracts, leases and operating
agreements not specifically pledged under the Indenture or
covenanted so to be; (4) the last day of the term of any lease or
leasehold which may hereafter become subject to the Lien of the
Indenture; (5) electric energy, gas, water, steam, ice, and other
materials or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the
ordinary course of its business; (6) any natural gas wells or
natural gas leases or natural gas transportation lines or other
works or property used primarily and principally in the
production of natural gas or its transportation, primarily for
the purpose of sale to natural gas customers or to a natural gas
distribution or pipeline company, up to the point of connection
with any distribution system, and any natural gas distribution
system; and (7) the Company's franchise to be a corporation;
provided, however, that the property and rights expressly
excepted from the Lien and operation of the Indenture in the
above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted in the event and as of the date that
either or both of the Trustees or a receiver or trustee shall
enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XII of the Original
Indenture by reason of the occurrence of a Default.

          TO HAVE AND TO HOLD all such properties, real, personal
and mixed, granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed or in which a security interest
has been granted by the Company as aforesaid, or intended so to
be (subject, however, to Excepted Encumbrances as defined in
Section 1.06 of the Original Indenture), unto STEPHEN J.
GIURLANDO and (to the extent of its legal capacity to hold the
same for the purposes hereof) unto THE BANK OF NEW YORK, and
their successors and assigns forever.

          IN TRUST NEVERTHELESS, upon the terms and trusts in the
Indenture set forth, for the equal pro rata benefit and security
of all and each of the bonds and coupons issued and to be issued
under the Indenture, or any of them, in accordance with the terms
of the Indenture, without preference, priority or distinction as
to the Lien of any of said bonds and coupons over any others
thereof by reason of priority in the time of the issue or
negotiation thereof, or otherwise howsoever, subject to the
provisions in the Indenture set forth in reference to extended,
transferred or pledged coupons and claims for interest; it being
intended that, subject as aforesaid, the Lien and security of all
of said bonds and coupons of all series issued or to be issued
under the Indenture shall take effect from the date of the
initial issuance of bonds under the Indenture, and that the Lien
and security of the Indenture shall take effect from said date as
though all of the said bonds of all series were actually
authenticated and delivered and issued upon such date.

          PROVIDED, HOWEVER, these presents are upon the
condition that if the Company, its successors or assigns, shall
pay or cause to be paid, the principal of and interest on said
bonds, or shall provide, as permitted hereby, for the payment
thereof by depositing with the Trustee the entire amount due or
to become due thereon for principal and interest, and if the
Company shall also pay or cause to be paid all other sums payable
hereunder by it, then the Indenture and the estate and rights
granted under the Indenture shall cease, determine and be void,
otherwise to be and remain in full force and effect.

          AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by the
Company that all the terms, conditions, provisos, covenants and
provisions contained in the Indenture shall affect and apply to
the property hereinbefore described and conveyed and to the
estate, rights, obligations and duties of the Company and the
Trustees and their successor or successors as Trustees in such
trust in the same manner and with the same effect as if the said
property had been owned by the Company at the time of the
execution of the Original Indenture and had been specifically and
at length described in and conveyed to said Trustees by the
Original Indenture as a part of the property therein stated to be
conveyed.

          The Company further covenants and agrees to and with
the Trustees and their successor or successors in such trust as
follows:


                            ARTICLE I
              DEFINITIONS AND RULES OF CONSTRUCTION

          SECTION 1.01.  Terms From the Original Indenture

          .  All defined terms used in this Seventeenth
Supplemental Indenture and not otherwise defined herein shall
have the respective meanings ascribed to them in the Original
Indenture.

          Section 1.02.  Certain Defined Terms

          .  As used in this Seventeenth Supplemental Indenture,
the following defined terms shall have the respective meanings
specified unless the context clearly requires otherwise:

          The term "Ambac" shall have the meaning specified in
Section 2.03.

          The term  "Business Day" shall mean any day other than
a Saturday or a Sunday or a day on which banking institutions in
The City of New York are authorized or required by law or
executive order to remain closed or a day on which the Corporate
Trust Office of the Trustee is closed for business.

          The term "Insurance Agreement" shall have the meaning
specified in Section 2.03.

          The term "Insurance Event" shall have the meaning
specified in Section 2.03.

          The term "Twenty-third Series" shall have the meaning
specified in Section 2.01.

          Section 1.03.  References Are to Seventeenth Supplemental
Indenture

          .  Unless the context otherwise requires, all
references herein to "Articles", "Sections" and other
subdivisions refer to the corresponding Articles, Sections and
other subdivisions of this Seventeenth Supplemental Indenture,
and the words "herein", "hereof", "hereby", "hereunder" and words
of similar import refer to this Seventeenth Supplemental
Indenture as a whole and not to any particular Article, Section
or other subdivision hereof or to the Original Indenture or any
other supplemental indenture thereto.

          Section 1.04.  Number and Gender

          .  Unless the context otherwise requires, defined terms
in the singular include the plural, and in the plural include the
singular. The use of a word of any gender shall include all
genders.


                           ARTICLE II
                     THE TWENTY-THIRD SERIES

          SECTION 2.01.  Bonds of the Twenty-third Series

          .  There shall be a series of bonds designated as the
6% Series due November 1, 2032 (herein sometimes referred to as
the "Twenty-third Series"), each of which shall also bear the
descriptive title "First Mortgage Bond" as permitted by Section
2.01 of the Original Indenture.  The form of bonds of the Twenty-
third Series shall be substantially in the form of Exhibit A
hereto.  Bonds of the Twenty-third Series shall mature on
November 1, 2032 and shall be issued only as fully registered
bonds in denominations of Twenty-five Dollars and, at the option
of the Company, in any multiple or multiples thereof (the
exercise of such option to be evidenced by the execution and
delivery thereof).  Bonds of the Twenty-third Series shall bear
interest at the rate of Six per centum (6%) per annum (except as
hereinafter provided), payable quarterly on February 1, May 1,
August 1 and November 1 of each year, and at maturity or earlier
redemption, the first interest payment to be made on February 1,
2003, for the period from the date of original issuance of the
bonds of the Twenty-third Series to February 1, 2003; the
principal of and premium, if any, and interest on each said bond
to be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, New York, 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.
Interest on the bonds of the Twenty-third Series may, at the
option of the Company, be paid by check mailed to the registered
owners thereof.  Overdue principal and overdue interest in
respect of the bonds of the Twenty-third Series shall bear
interest (before and after judgment) at the rate of Seven per
centum (7%) per annum (to the extent that payment of such
interest on any overdue interest is not prohibited under
applicable law).  Interest on the bonds of the Twenty-third
Series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.  Interest on the bonds of the
Twenty-third Series in respect of a portion of a month shall be
calculated based on the actual number of days elapsed. In any
case where any interest payment date, redemption date or maturity
of any bond of the Twenty-third Series shall not be a Business
Day, then payment of interest or principal, need not be made on
such date, but may be made on the next succeeding Business Day,
with the same force and effect, and in the same amount, as if
made on the corresponding interest payment date or redemption
date, or at maturity, as the case may be, and, if such payment is
made or duly provided for on such Business Day, no interest shall
accrue on the amount so payable for the period from and after
such interest payment date, redemption date or maturity, as the
case may be, to such Business Day.

          The Company reserves the right to establish at any
time, by Resolution of the Board of Directors of the Company, a
form of coupon bond, and of appurtenant coupons, for the Twenty-
third Series and to provide for exchangeability of such coupon
bonds with the bonds of said Series issued hereunder in fully
registered form and to make all appropriate provisions for such
purpose.

          Section 2.02.  Optional Redemption of Bonds of the Twenty-third
Series.

          (a)       Except as provided in clause (b) below, bonds of the
Twenty-third Series shall not be redeemable at the option of the
Company or otherwise prior to November 1, 2007. On or after
November 1, 2007, bonds of the Twenty-third Series shall be
redeemable at the option of the Company, in whole or in part,
upon notice mailed to each registered owner at his last address
appearing on the registry books not less than 30 days nor more
than 60 days prior to the date fixed for redemption, at a
redemption price equal to 100% of the principal amount of such
bonds of the Twenty-third Series to be redeemed plus accrued and
unpaid interest thereon to such redemption date.

(b)       Bonds of the Twenty-third Series shall also be
redeemable in whole or in part, at any time prior to maturity,
upon like notice, by the application (either at the option of the
Company or pursuant to the requirements of the Original
Indenture) of cash delivered to or deposited with the Trustee
pursuant to the provisions of Sections 9.05 and 11.06 of the
Original Indenture, at the special redemption price of 100% of
the principal amount of the bonds of the Twenty-third Series to
be redeemed, plus accrued and unpaid interest thereon to the
redemption date.

          Section 2.03.  Mandatory Redemption of Bonds of the Twenty-third
Series.

          The Company shall redeem the bonds of the Twenty-third
Series, in whole but not in part, prior to maturity, upon notice
mailed to each registered owner at his last address appearing on
the registry books not less than 30 days nor more than 60 days
prior to the date fixed for redemption, at the redemption price
of 100% of the principal amount of the bonds of the Twenty-third
Series, plus accrued and unpaid interest thereon to the
redemption date, upon the occurrence of an event of default
pursuant to the Insurance Agreement dated October 22, 2002 ("the
Insurance Agreement") between the Company and Ambac Assurance
Corporation ("Ambac"), which event of default will be deemed to
have occurred if, and only if, (i) the Company breached its
obligations under Section 3.01 of the Insurance Agreement and
such breach continues for more than 60 days after the receipt by
the Company of written notice of such breach from Ambac, or (ii)
the Company failed to pay the portion of the premium payable
annually in respect of the period from and after November 1,
2007, as provided in Section 1.02(b) of the Insurance Agreement
and such failure continues for more than 60 days after the
receipt by the Company of written notice of such failure by Ambac
(each of (i) and (ii), individually, an "Insurance Event").
Subject to the notice to holders provisions provided in this
Section 2.03, the Company shall redeem bonds of the Twenty-third
Series pursuant to the prior sentence as follows: (i) on November
1, 2007 if the Insurance Event occurs on or prior to September 2,
2007, or (ii) if the Insurance Event occurs on or after September
3, 2007, within 60 days of such occurrence of the Insurance
Event, but in no event earlier than November 1, 2007.

          Section 2.04.  Insurance Provisions.



            To the extent permitted by law and so long as Ambac
is in compliance with its obligations under its Financial
Guaranty Insurance Policy No. 20125BE ("Policy") and is not
subject to any bankruptcy, insolvency or similar proceedings:

          (a)   notwithstanding any other provision of the
Indenture, Ambac shall be entitled to control and direct the
enforcement of all rights and remedies with respect to the bonds of
the Twenty-third Series (including but not limited to any right to
accelerate bonds of the Twenty-third Series and any right to vote
for approval of any plan of reorganization or liquidation) upon
the occurrence and continuation of a default under the Indenture
to the same extent as if it were the holder of the bonds of the
Twenty-third Series; and

	(b)   no consent of any holder of bonds of the Twenty-third
Series to any amendment, supplement or change to, or other
modification of, the Indenture shall be effective without the
prior written consent of Ambac.

          Section 2.05.  Transfer and Exchange.

        (a)   At the option of the registered owner, any bonds of the
Twenty-third Series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, New York, shall be exchangeable for a like
aggregate principal amount of bonds of the same series of other
authorized denominations.

	(b)   Bonds of the Twenty-third Series shall be transferable,
upon the surrender thereof for cancellation, together with a
written instrument of transfer in form approved by the registrar
duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, New York.

	(c)   Upon any such exchange or transfer of bonds of the
Twenty-third Series, the Company may make a charge therefor
sufficient to reimburse it for any tax or taxes or other
governmental charge, as provided in Section 2.05 of the Original
Indenture, but the Company hereby waives any right to make a
charge in addition thereto for any such exchange or transfer of
bonds of the Twenty-third Series.

          Section 2.06.  Dating of Bonds and Interest Payments.

        (a)   Each bond of the Twenty-third Series shall be dated as
of the date of authentication and shall bear interest from the
last preceding interest payment date to which interest shall have
been paid (unless the date of such bond is an interest payment
date to which interest is paid, in which case from the date of
such bond); provided that each bond of the Twenty-third Series
dated prior to February 1, 2003, shall bear interest from the
date of original issuance; and provided, further, that if any
bond of the Twenty-third Series shall be authenticated and
delivered upon a transfer of, or in exchange for or in lieu of,
any other bond or bonds of the Twenty-third Series upon which
interest is in default, it shall be dated so that such bond shall
bear interest from the last preceding date to which interest
shall have been paid on the bond or bonds in respect of which
such bond shall have been delivered or from its date of original
issuance if no interest shall have been paid on the bonds of the
Twenty-third Series.

	(b)   Notwithstanding the foregoing, bonds of the Twenty-
third Series shall be dated so that the Person in whose name any
bond of the Twenty-third Series is registered at the close of
business on the Business Day immediately preceding an interest
payment date shall be entitled to receive the interest payable on
the interest payment date, except if, and to the extent that, the
Company shall have defaulted in the payment of the interest due
on such interest payment date, in which case such defaulted
interest shall be paid to the Persons in whose names Outstanding
bonds of the Twenty-third Series are registered at the close of
business on the Business Day immediately preceding the date of
payment of such defaulted interest.

                           ARTICLE III
                            COVENANTS

          SECTION 3.01.  Maintenance of Paying Agent

          .  So long as any bonds of the Twenty-third Series are
Outstanding, the Company covenants that the office or agency of
the Company in the Borough of Manhattan, The City of New York,
New York where the principal of and premium, if any, or interest
on any bonds of such series shall be payable shall also be an
office or agency where any such bonds may be transferred or
exchanged and where notices, presentations or demands to or upon
the Company in respect of such bonds or in respect of the
Indenture may be given or made.

          Section 3.02.  Further Assurances

          .  From time to time whenever reasonably requested by
the Trustee or the holders of a majority in aggregate principal
amount of the bonds of the Twenty-third Series then Outstanding,
the Company will make, execute and deliver or cause to be made,
executed and delivered any and all such further and other
instruments and assurances as may be reasonably necessary or
proper to carry out the intention of or to facilitate the
performance of the terms of the Indenture or to secure the rights
and remedies of the holders of such bonds.

          Section 3.03.  Limitation on Restricted Payments.

          (a)   So long as any bonds of the Twenty-third Series are
Outstanding, the Company covenants that it will not declare any
dividends on its common stock (other than (1) a dividend payable
solely in shares of its common stock or (2) a dividend payable in
cash in cases where, concurrently with the payment of such
dividend, an amount in cash equal to such dividend is received by
the Company as a capital contribution or as the proceeds of the
issue and sale of shares of its common stock) or make any
distribution on outstanding shares of its common stock or
purchase or otherwise acquire for value any outstanding shares of
its common stock (otherwise than in exchange for or out of the
proceeds from the sale of other shares of its common stock)
unless, after giving effect to such dividend, distribution,
purchase or acquisition, the aggregate amount of such dividends,
distributions, purchases or acquisitions paid or made subsequent
to September 30, 2002 (other than any dividend declared by the
Company on or before September 30, 2002) does not exceed (without
giving effect to (1) any such dividends, distributions, purchases
or acquisitions or (2) any net transfers from earned surplus to
stated capital accounts) the sum of (A) the aggregate amount
credited subsequent to September 30, 2002 to earned surplus, (B)
$250,000,000 and (C) such additional amounts as shall be
authorized or approved, upon application by the Company and after
notice, by the SEC under the Holding Company Act.

	(b)   For the purpose of this Section, the aggregate amount
credited subsequent to September 30, 2002 to earned surplus shall
be determined in accordance with generally accepted accounting
principles and practices (or, if in the opinion of the Company's
independent public accountants (delivered to the Trustee), there
is an absence of any such generally accepted accounting
principles and practices as to the determination in question,
then in accordance with sound accounting practices) and after
making provision for dividends upon any preferred stock of the
Company accumulated subsequent to such date, and in addition
there shall be deducted from earned surplus all amounts (without
duplication) of losses, write-offs, write-downs or amortization
of property, whether extraordinary or otherwise, recorded in and
applicable to a period or periods subsequent to September 30,
2002.  Also for purposes of this Section, credits to earned
surplus shall be determined without reference to and shall not
include undistributed retained earnings of Subsidiaries.

                           ARTICLE IV
                    MISCELLANEOUS PROVISIONS

          SECTION 4.01.  Acceptance of Trusts |HiddenPara|

          . The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions herein and in the Original
Indenture, as heretofore supplemented, set forth and upon the
following terms and conditions:

          The Trustees shall not be responsible in any
     manner whatsoever for or in respect of the validity or
     sufficiency of this Seventeenth Supplemental Indenture
     or for or in respect of the recitals contained herein,
     all of which recitals are made solely by the Company.
     In general, each and every term and condition contained
     in Article XVI of the Original Indenture shall apply to
     and form part of this Seventeenth Supplemental
     Indenture with the same force and effect as if the same
     were herein set forth in full with such omissions,
     variations and insertions, if any, as may be
     appropriate to make the same conform to the provisions
     of this Seventeenth Supplemental Indenture.

          Section 4.02.  Effect of Seventeenth Supplemental Indenture under
Louisiana Law

          .  It is the intention and it is hereby agreed that, so
far as concerns that portion of the Mortgaged and Pledged
Property situated within the State of Louisiana, the general
language of conveyance contained in this Seventeenth Supplemental
Indenture is intended and shall be construed as words of
hypothecation and not of conveyance and that, so far as the said
Louisiana property is concerned, this Seventeenth Supplemental
Indenture shall be considered as an act of mortgage and pledge
under the laws of the State of Louisiana, and the Trustees herein
named are named as mortagagee and pledgee in trust for the
benefit of themselves and of all present and future holders of
the bonds of the Twenty-third Series and any coupons thereto
issued hereunder, and are irrevocably appointed special agents
and representatives of the holders of the bonds and coupons
issued hereunder and vested with full power in their behalf to
effect and enforce the mortgage and pledge hereby constituted for
their benefit, or otherwise to act as herein provided for.

          Section 4.03.  Record Date

          .  The holders of the bonds of the Twenty-third Series
shall be deemed to have consented and agreed that the Company
may, but shall not be obligated to, fix a record date for the
purpose of determining the holders of the bonds of the Twenty-
third Series entitled to consent to any amendment or supplement
to the Indenture or the waiver of any provision thereof or any
act to be performed thereunder.  If a record date is fixed, those
persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to
be holders after such record date.  No such consent shall be
valid or effective for more than 90 days after such record date.

          Section 4.04.  Titles

          .  The titles of the several Articles and Sections of
this Seventeenth Supplemental Indenture and the table of contents
shall not be deemed to be any part hereof.

          Section 4.05.  Counterparts

          .  This Seventeenth Supplemental Indenture may be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.

          Section 4.06.  Governing Law

          .  The internal laws of the State of New York shall
govern this Seventeenth Supplemental Indenture and the bonds of
the Twenty-third Series, except to the extent that the validity
or perfection of the Lien of the Indenture, or remedies
thereunder, are governed by the laws of a jurisdiction other than
the State of New York.

          Section 4.07.  Recitals

          .  The recitals set forth in the initial pages of this
Seventeenth Supplemental Indenture and the exhibits attached
hereto are incorporated herein by reference, and this Seventeenth
Supplemental Indenture shall be construed in the light thereof.

<PAGE>

          IN WITNESS WHEREOF, ENTERGY MISSISSIPPI, INC. has
caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its Chairman of the Board,
Chief Executive Officer, President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries for and in its behalf, and THE BANK OF
NEW YORK has caused its corporate name to be hereunto affixed,
and this instrument to be signed and sealed by one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to
be attested by one of its Vice Presidents, Assistant Vice
Presidents or Assistant Secretaries for and on its behalf, and
STEPHEN J. GIURLANDO has hereunto set his hand and affixed his
seal, all as of the day and year first above written.


                            ENTERGY MISSISSIPPI, INC.


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

Attest:


/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary


WITNESSES:

/s/ Tammy Merritt
Tammy Merritt

/s/ E. Lilian Wise
E. Lilian Wise

<PAGE>

                            THE BANK OF NEW YORK,
                                  as Trustee

                       By:  /s/ Robert A. Massimillo
                              Robert A. Massimillo
                                 Vice President

Attest:


/s/ Van Brown
Van Brown
Vice President


                       By:  /s/ Stephen J. Giurlando
                              STEPHEN J. GIURLANDO,
                                  as Co-Trustee

<PAGE>


STATE OF LOUISIANA  )
                    ) ss.:
PARISH OF ORLEANS   )


          Personally appeared before me, the undersigned
authority in and for the aforesaid Parish and State, the within
named Steven C. McNeal, Vice President and Treasurer and
Christopher T. Screen, Assistant Secretary of ENTERGY
MISSISSIPPI, INC., who acknowledged that they signed, attached
the corporate seal of the corporation thereto and delivered the
foregoing instrument on the day and year therein stated, by the
authority and as the act and deed of the corporation.

          On the 18th day of October, 2002, before me personally
came Steven C. McNeal, to be known to me, who, being by me duly
sworn, did depose and say that he resides at 8043 Winners Circle,
Mandeville, Louisiana  70448; that he is the Vice President and
Treasurer of ENTERGY MISSISSIPPI, INC., the corporation described
in and which executed the above instrument; that he knows the
seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.

          Given under my hand and seal this 18th day of October
2002.



                               /s/ Sylvia Bonin
                                  Sylvia Bonin
                                  Notary Public
                      Parish of Orleans, State of Louisiana
                         My Commission is Issued for Life

<PAGE>

STATE OF NEW YORK   )
                    )ss.:
COUNTY OF NEW YORK  )


          Personally appeared before me, the undersigned
authority in and for the aforesaid County and State, the within
named Robert A. Massimillo as Vice President, and Van Brown, as
Vice President of THE BANK OF NEW YORK, who acknowledged that
they signed, attached the corporate seal of the corporation
thereto and delivered the foregoing instrument on the day and
year therein stated, by the authority and as the act and deed of
the corporation.

          On the 18th day of October, 2002, before me personally
came Robert A. Massimillo to me known, who, being by me duly
sworn, did depose and say that he resides at 87 Brandis Avenue,
Staten Island, New York 10312; that he is a Vice President of THE
BANK OF NEW YORK, the corporation described in and which executed
the above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said
corporation, and that he signed her name thereto by like order.

          Given under my hand and seal this 18th day of October
2002.



                                 /s/ Robert Hirsch
                                   ROBERT HIRSCH
                         Notary Public, State of New York
                                  No. 01HI6076679
                           Qualified in Rockland County
                          Commission Expires July 1, 2006


<PAGE>

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )



          Personally appeared before me, the undersigned
authority in and for the aforesaid County and State, the within
named STEPHEN J. GIURLANDO, who acknowledged that he signed,
sealed and delivered the foregoing instrument on the day and year
therein mentioned.

          On the 18th day of October, 2002, before me personally
came STEPHEN J. GIURLANDO to me known to be the person described
in and who acknowledged the foregoing instrument, and
acknowledged that he executed the same.

          Given under my hand and seal this 18th day of October,
2002




                                 /s/ Robert Hirsch
                                   ROBERT HIRSCH
                         Notary Public, State of New York
                                  No. 01HI6076679
                           Qualified in Rockland County
                          Commission Expires July 1, 2006

<PAGE>

                            EXHIBIT A



              [FORM OF BOND OF TWENTY-THIRD SERIES]
            [(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______


          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
__________ or registered assigns, at the office or agency of the
Company in New York, New York, the principal sum of $_______ 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, as hereinafter defined,
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.

<PAGE>

          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:
                              ENTERGY MISSISSIPPI, INC.



                              By:_______________________________
                                      Steven C. McNeal
                                  Vice President and Treasurer


Attest:


__________________________
Title:


                       [FORM OF TRUSTEE'S
                   AUTHENTICATION CERTIFICATE]

              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).]

     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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>a20102a4b.txt
<TEXT>
                                                   Exhibit A-4(b)

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


Attest:


/s/ Christopher T. Screen
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: /s/ Robert A. Massimillo
                                   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.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>5
<FILENAME>a20102b2b.txt
<TEXT>



                                                  Exhibit B-2(b)


                    Entergy Mississippi, Inc.

                           $75,000,000
                      First Mortgage Bonds,
                 6% Series due November 1, 2032


                     UNDERWRITING AGREEMENT

                                                 October 16, 2002


Morgan Stanley & Co. Incorporated
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
Wachovia Securities, Inc.

c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036


     The  undersigned, Entergy Mississippi, Inc.,  a  Mississippi
corporation  (the  "Company"),  proposes  to  issue,   and   sell
severally  to the underwriters set forth in Schedule  I  attached
hereto    (the  "Underwriters,"  which  term,  when  the  context
permits,  shall  also  include  any underwriters  substituted  as
hereinafter  in Section 11 provided), for whom Morgan  Stanley  &
Co.  Incorporated is acting as representative,  an  aggregate  of
$75,000,000  principal  amount of the  Company's  First  Mortgage
Bonds, 6% Series due November 1, 2032 (the "Bonds"), as follows:

     SECTION  1.   Purchase  and  Sale.   On  the  basis  of  the
representations and warranties herein contained, and  subject  to
the  terms  and  conditions herein set forth, the  Company  shall
issue  and sell to each of the Underwriters, and each Underwriter
shall  purchase  from the Company, at the time and  place  herein
specified, severally and not jointly, the Bonds at 96.85% of  the
principal  amount  thereof,  in the principal  amount  set  forth
opposite  the  name  of such Underwriter in Schedule  I  attached
hereto.

     SECTION 2.  Description of Bonds.  The Bonds shall be issued
under  and pursuant to the Company's Mortgage and Deed of  Trust,
dated  as  of  February  1,  1988, with  The  Bank  of  New  York
(successor  to  Bank  of  Montreal Trust Company),  as  Corporate
Trustee  (the  "Corporate  Trustee"), and  Stephen  J.  Giurlando
(successor  to  Z.  George Klodnicki), as  Co-Trustee  (the  "Co-
Trustee"   and,   together  with  the  Corporate   Trustee,   the
"Trustees"),  as  heretofore  amended  and  supplemented  by  all
indentures amendatory thereof and supplemental thereto, and as it
will  be  further  amended and supplemented  by  the  Seventeenth
Supplemental  Indenture,  dated  as  of  October  1,  2002   (the
"Supplemental Indenture").  Said Mortgage and Deed of Trust as so
amended  and  supplemented  is hereinafter  referred  to  as  the
"Mortgage."  The Bonds and the Supplemental Indenture shall  have
the  terms and provisions described in the Prospectus (as defined
herein), provided that subsequent to the date hereof and prior to
the Closing Date (as defined herein) the form of the Supplemental
Indenture may be amended by mutual agreement between the  Company
and  the  Underwriters.  Payment of principal of and interest  on
the  Bonds  when  due  will be insured by  a  financial  guaranty
insurance policy in substantially the form of Appendix A  to  the
Prospectus  (the  "Financial Guaranty Insurance  Policy")  to  be
issued   by   Ambac   Assurance   Corporation   (the   "Insurer")
simultaneously with the delivery of the Bonds.

     SECTION  3.  Representations and Warranties of the  Company.
The  Company represents and warrants to the several Underwriters,
and covenants and agrees with the several Underwriters, that:

          (a)  The Company is duly organized and validly existing
     as  a  corporation in good standing under the  laws  of  the
     State  of Mississippi and has the necessary corporate  power
     and  authority to conduct the business that it is  described
     in  the Prospectus as conducting and to own and operate  the
     properties owned and operated by it in such business and  is
     in good standing and duly qualified to conduct such business
     as a foreign corporation in the State of Arkansas.

          (b)   The  Company  has filed with the  Securities  and
     Exchange   Commission  (the  "Commission")  a   registration
     statement  on  Form  S-3  (File  No.  333-53554)   for   the
     registration of $540,000,000 aggregate offering price of the
     Company's securities (including $55,000,000 of the Company's
     first  mortgage bonds (the "Mortgage Bonds") carried forward
     from  a  prior registration statement), including the Bonds,
     under  the  Securities  Act of 1933 (the  "Securities  Act")
     ($470,000,000 of which securities remain unsold),  and  such
     registration  statement has become effective.   The  Company
     qualifies  for use of Form S-3 for the registration  of  the
     Bonds,  and  the  Bonds are registered under the  Securities
     Act.   The  combined  prospectus  forming  a  part  of  such
     registration  statement  pursuant  to  Rule  429  under  the
     Securities Act, at the time such registration statement  (or
     the most recent amendment thereto filed prior to the time of
     effectiveness   of   this  Underwriting  Agreement)   became
     effective, including all documents incorporated by reference
     therein  at  that time pursuant to Item 12 of Form  S-3,  is
     hereinafter referred to as the "Basic Prospectus."   In  the
     event that (i) the Basic Prospectus shall have been amended,
     revised  or  supplemented  (but  excluding  any  amendments,
     revisions  or  supplements to the Basic Prospectus  relating
     solely  to  securities of the Company other than the  Bonds)
     prior  to  the  time  of effectiveness of this  Underwriting
     Agreement,  including without limitation by any  preliminary
     prospectus  supplement relating to the Bonds,  or  (ii)  the
     Company  shall have filed documents pursuant to Section  13,
     14  or  15(d)  of the Securities Exchange Act of  1934  (the
     "Exchange  Act") after the time such registration  statement
     (or  the  most recent amendment thereto filed prior  to  the
     time of effectiveness of this Underwriting Agreement) became
     effective  and  prior to the time of effectiveness  of  this
     Underwriting Agreement (but excluding documents incorporated
     therein  by reference relating solely to securities  of  the
     Company  other  than the Bonds), which are  incorporated  or
     deemed  to  be  incorporated  by  reference  in  the   Basic
     Prospectus pursuant to Item 12 of Form S-3, the term  "Basic
     Prospectus"  as used herein shall also mean such  prospectus
     as  so amended, revised or supplemented and reflecting  such
     incorporation by reference.  Such registration statement  in
     the  form  in which it became effective and as it  may  have
     been  amended by all amendments thereto as of  the  time  of
     effectiveness of this Underwriting Agreement (including, for
     these purposes, as an amendment any document incorporated or
     deemed  to  be  incorporated  by  reference  in  the   Basic
     Prospectus),  and  the  Basic  Prospectus  as  it  shall  be
     supplemented to reflect the terms of the offering  and  sale
     of  the  Bonds  by  a prospectus supplement  (a  "Prospectus
     Supplement")  to  be filed with the Commission  pursuant  to
     Rule  424(b)  under the Securities Act ("Rule 424(b)"),  are
     hereinafter referred to as the "Registration Statement"  and
     the "Prospectus," respectively.

          (c)   (i)   After  the  time of effectiveness  of  this
     Underwriting  Agreement and during  the  time  specified  in
     Section 6(d), the Company will not file any amendment to the
     Registration  Statement or any supplement to the  Prospectus
     (except  any  amendment  or supplement  relating  solely  to
     securities  of the Company other than the Bonds),  and  (ii)
     between  the  time  of  effectiveness of  this  Underwriting
     Agreement  and the Closing Date, the Company will  not  file
     any document that is to be incorporated by reference in,  or
     any  supplement  to, the Basic Prospectus, in  either  case,
     without  prior notice to the Underwriters and  to  Pillsbury
     Winthrop  LLP ("Counsel for the Underwriters"), or any  such
     amendment   or  supplement  to  which  said  Counsel   shall
     reasonably object on legal grounds in writing.  For purposes
     of  this Underwriting Agreement, any document that is  filed
     with  the Commission after the time of effectiveness of this
     Underwriting  Agreement and incorporated  or  deemed  to  be
     incorporated   by   reference  in  the  Prospectus   (except
     documents  incorporated  by  reference  relating  solely  to
     securities of the Company other than the Bonds) pursuant  to
     Item  12  of  Form S-3 shall be deemed a supplement  to  the
     Prospectus.

          (d)   The Registration Statement, at the Effective Date
     (as  defined  below) and the Mortgage, at such  time,  fully
     complied,  and  the  Prospectus,  when  delivered   to   the
     Underwriters for their use in making confirmations of  sales
     of  the  Bonds and at the Closing Date, as it  may  then  be
     amended  or supplemented, will fully comply, in all material
     respects  with  the applicable provisions of the  Securities
     Act,  the  Trust Indenture Act of 1939 (the "Trust Indenture
     Act")  and  the  rules  and regulations  of  the  Commission
     thereunder or pursuant to said rules and regulations did  or
     will   be   deemed  to  comply  therewith.   The   documents
     incorporated  or deemed to be incorporated by  reference  in
     the  Prospectus pursuant to Item 12 of Form S-3, on the date
     filed  with  the  Commission pursuant to the  Exchange  Act,
     fully complied or will fully comply in all material respects
     with  the applicable provisions of the Exchange Act and  the
     rules  and  regulations  of  the  Commission  thereunder  or
     pursuant to said rules and regulations did or will be deemed
     to  comply  therewith.  On the later of  (i)  the  date  the
     Registration  Statement (or the most  recent  post-effective
     amendment   thereto,   but  excluding   any   post-effective
     amendment relating solely to securities of the Company other
     than  the  Bonds) was declared effective by  the  Commission
     under  the  Securities  Act  and  (ii)  the  date  that  the
     Company's  most recent Annual Report on Form 10-K was  filed
     with  the  Commission under the Exchange Act (such  date  is
     hereinafter  referred  to  as  the  "Effective  Date"),  the
     Registration Statement did not or will not, as the case  may
     be,  contain an untrue statement of a material fact or  omit
     to  state  a material fact required to be stated therein  or
     necessary to make the statements therein not misleading.  At
     the time the Prospectus is delivered to the Underwriters for
     their use in making confirmations of sales of the Bonds  and
     at  the  Closing  Date, the Prospectus, as it  may  then  be
     amended  or  supplemented,  will  not  contain  any   untrue
     statement  of  a material fact or omit to state  a  material
     fact  necessary in order to make the statements therein,  in
     the  light of the circumstances under which they were  made,
     not  misleading  and, on said dates and at such  times,  the
     documents then incorporated or deemed to be incorporated  by
     reference in the Prospectus pursuant to Item 12 of Form S-3,
     when  read  together with the Prospectus, or the Prospectus,
     as  it may then be amended or supplemented, will not contain
     an  untrue statement of a material fact or omit to  state  a
     material  fact  necessary in order to  make  the  statements
     therein, in the light of the circumstances under which  they
     were  made,  not  misleading.  The foregoing representations
     and  warranties  in this paragraph (d) shall  not  apply  to
     statements  or  omissions  made  in  reliance  upon  and  in
     conformity with written information furnished to the Company
     by   the  Underwriters  or  on  behalf  of  any  Underwriter
     specifically  for use in connection with the preparation  of
     the Registration Statement or the Prospectus, as they may be
     then  amended  or supplemented, or to any statements  in  or
     omissions from the statements of eligibility of the Trustees
     on Form T-1 and Form T-2, as they may then be amended, under
     the   Trust   Indenture  Act  filed  as  exhibits   to   the
     Registration Statement (the "Statements of Eligibility").

          (e)   The  issuance  and  sale of  the  Bonds  and  the
     fulfillment of the terms of this Underwriting Agreement will
     not result in a breach of any of the terms or provisions of,
     or constitute a default under, the Mortgage or any indenture
     or other agreement or instrument to which the Company is now
     a party.

          (f)   Except  as  set  forth  or  contemplated  in  the
     Prospectus,  as it may be then amended or supplemented,  the
     Company  possesses  adequate franchises, licenses,  permits,
     and  other rights to conduct its business and operations  as
     now  conducted, without any known conflicts with the  rights
     of  others which could have a material adverse effect on the
     Company.

          (g)  The Company maintains systems of internal controls
     and  processes  sufficient to provide  reasonable  assurance
     that  (i)  transactions  are  executed  in  accordance  with
     management's    general    or    specific    authorizations;
     (ii)  transactions  are  recorded  as  necessary  to  permit
     preparation  of  financial  statements  in  conformity  with
     generally  accepted accounting principles  and  to  maintain
     asset  accountability; (iii) access to assets  is  permitted
     only  in  accordance with management's general  or  specific
     authorization;  and  (iv)  the recorded  accountability  for
     assets  is  compared with the existing assets at  reasonable
     intervals  and appropriate action is taken with  respect  to
     any  differences.  Such internal controls and processes have
     been  designed to ensure that material information  relating
     to  the Company is made known to the officers of the Company
     certifying  reports  to the Commission pursuant  to  Section
     13(a) or 15(d) of the Exchange Act.

     SECTION  4.   Offering.   The  Company  is  advised  by  the
Underwriters that they propose to make a public offering of their
respective  portions of the Bonds as soon after the effectiveness
of this Underwriting Agreement as in their judgment is advisable.
The Company is further advised by the Underwriters that the Bonds
will  be  offered  to the public at the initial  public  offering
price   specified  in  the  Prospectus  Supplement  plus  accrued
interest thereon, if any, from the Closing Date.

     SECTION  5.   Time  and Place of Closing;  Delivery  of  the
Bonds.   Delivery of the Bonds and payment of the purchase  price
therefor by wire transfer of immediately available funds shall be
made  at  the offices of Thelen Reid & Priest LLP, 40  West  57th
Street,  New  York, New York, at 10:00 A.M., New  York  time,  on
October 22, 2002, or at such other time on the same or such other
day  as shall be agreed upon by the Company and Morgan Stanley  &
Co.  Incorporated, as representative of the Underwriters,  or  as
may  be  established in accordance with Section 11  hereof.   The
hour and date of such delivery and payment are herein called  the
"Closing Date."

     The  Bonds shall be delivered to the Underwriters  in  book-
entry  only  form through the facilities of The Depository  Trust
Company  in  New York, New York.  The certificate for  the  Bonds
shall  be  in  the form of one typewritten global bond  in  fully
registered form, in the aggregate principal amount of the  Bonds,
and  registered  in  the name of Cede & Co., as  nominee  of  The
Depository Trust Company.  The Company agrees to make  the  Bonds
available  to  the  Underwriters  for  checking  not  later  than
2:30 P.M., New York time, on the last business day preceding  the
Closing  Date  at  such place as may be agreed upon  between  the
Underwriters and the Company, or at such other time  and/or  date
as may be agreed upon between the Underwriters and the Company.

     SECTION 6.  Covenants of the Company.  The Company covenants
and agrees with the several Underwriters that:

          (a)   Not later than the Closing Date, the Company will
     deliver  to  the  Underwriters  a  conformed  copy  of   the
     Registration  Statement in the form  that  it  or  the  most
     recent  post-effective amendment thereto  became  effective,
     certified by an officer of the Company to be in such form.

          (b)   The  Company will deliver to the Underwriters  as
     many  copies  of  the  Prospectus  (and  any  amendments  or
     supplements  thereto)  as  the Underwriters  may  reasonably
     request.

          (c)   The Company will cause the Prospectus to be filed
     with  the Commission pursuant to and in compliance with Rule
     424(b) and will advise Morgan Stanley & Co. Incorporated, as
     representative of the Underwriters, promptly of the issuance
     of  any stop order under the Securities Act with respect  to
     the   Registration  Statement  or  the  institution  of  any
     proceedings  therefor  of  which  the  Company  shall   have
     received  notice.  The Company will use its best efforts  to
     prevent  the issuance of any such stop order and  to  secure
     the prompt removal thereof if issued.

          (d)  During such period of time as the Underwriters are
     required   by  law  to  deliver  a  prospectus  after   this
     Underwriting  Agreement has become effective, if  any  event
     relating  to  or  affecting the Company,  or  of  which  the
     Company  shall  be advised by the Underwriters  in  writing,
     shall  occur  which in the Company's opinion should  be  set
     forth  in  a  supplement or amendment to the  Prospectus  in
     order to make the Prospectus not misleading in the light  of
     the circumstances when it is delivered to a purchaser of the
     Bonds,  the  Company will amend or supplement the Prospectus
     by  either (i) preparing and filing with the Commission  and
     furnishing to the Underwriters a reasonable number of copies
     of a supplement or supplements or an amendment or amendments
     to  the  Prospectus,  or (ii) making an  appropriate  filing
     pursuant  to  Section 13, 14 or 15(d) of  the  Exchange  Act
     which  will supplement or amend the Prospectus, so that,  as
     supplemented  or  amended, it will not  contain  any  untrue
     statement  of  a material fact or omit to state  a  material
     fact  necessary in order to make the statements therein,  in
     the  light  of  the  circumstances when  the  Prospectus  is
     delivered to a purchaser, not misleading.  Unless such event
     relates  solely  to the activities of the  Underwriters  (in
     which  case  the  Underwriters shall assume the  expense  of
     preparing any such amendment or supplement), the expenses of
     complying  with  this Section 6(d) shall  be  borne  by  the
     Company until the expiration of nine months from the time of
     effectiveness  of  this  Underwriting  Agreement,  and  such
     expenses shall be borne by the Underwriters thereafter.

          (e)   The Company will make generally available to  its
     security  holders,  as  soon  as  practicable,  an   earning
     statement  (which need not be audited) covering a period  of
     at  least twelve months beginning after the "effective  date
     of  the  registration statement" within the meaning of  Rule
     158  under the Securities Act, which earning statement shall
     be in such form, and be made generally available to security
     holders in such a manner, as to meet the requirements of the
     last  paragraph of Section 11(a) of the Securities  Act  and
     Rule 158 under the Securities Act.

          (f)   At any time within six months of the date hereof,
     the  Company will furnish such proper information as may  be
     lawfully  required  by,  and  will  otherwise  cooperate  in
     qualifying the Bonds for offer and sale under, the blue  sky
     laws   of   such  jurisdictions  as  the  Underwriters   may
     reasonably designate, provided that the Company shall not be
     required  to qualify as a foreign corporation or  dealer  in
     securities, to file any consents to service of process under
     the   laws  of  any  jurisdiction,  or  to  meet  any  other
     requirements deemed by the Company to be unduly burdensome.

          (g)   The Company will, except as herein provided,  pay
     all  fees,  expenses  and taxes (except transfer  taxes)  in
     connection  with  (i)  the preparation  and  filing  of  the
     Registration  Statement  and any  post-effective  amendments
     thereto,  (ii)  the printing, issuance and delivery  of  the
     Bonds   and   the  preparation,  execution,   printing   and
     recordation  of  the  Supplemental  Indenture,  (iii)  legal
     counsel relating to the qualification of the Bonds under the
     blue  sky laws of various jurisdictions in an amount not  to
     exceed  $3,500,  (iv)  the  printing  and  delivery  to  the
     Underwriters  of  reasonable quantities  of  copies  of  the
     Registration   Statement,   the   preliminary    (and    any
     supplemental)  blue  sky survey, any preliminary  prospectus
     supplement relating to the Bonds and the Prospectus and  any
     amendment   or  supplement  thereto,  except  as   otherwise
     provided in paragraph (d) of this Section 6, (v) the  rating
     of   the   Bonds  by  one  or  more  nationally   recognized
     statistical  rating agencies, (vi) the premium with  respect
     to,  and any other fees and expenses in connection with, the
     Financial  Guaranty Insurance Policy, (vii) the  listing  of
     the  Bonds  on the New York Stock Exchange (the "NYSE")  and
     (viii) filings or other notices (if any) with or to, as  the
     case may be, the National Association of Securities Dealers,
     Inc. (the "NASD") in connection with its review of the terms
     of  the  offering.   Except as provided above,  the  Company
     shall   not  be  required  to  pay  any  expenses   of   the
     Underwriters,  except  that, if this Underwriting  Agreement
     shall  be  terminated in accordance with the  provisions  of
     Section  7,  8 or 12 hereof, the Company will reimburse  the
     Underwriters  for (A) the reasonable fees  and  expenses  of
     Counsel  for  the Underwriters, whose fees and expenses  the
     Underwriters  agree  to  pay in any  other  event,  and  (B)
     reasonable out-of-pocket expenses in an aggregate amount not
     exceeding   $15,000,  incurred  in  contemplation   of   the
     performance  of  this Underwriting Agreement.   The  Company
     shall  not  in  any event be liable to the Underwriters  for
     damages on account of loss of anticipated profits.

          (h)   The Company will not sell any additional Mortgage
     Bonds  without  the  consent of the Underwriters  until  the
     earlier  to occur of (i) the Closing Date and (ii) the  date
     of  the termination of the fixed price offering restrictions
     applicable to the Underwriters.  The Underwriters  agree  to
     notify the Company of such termination if it occurs prior to
     the Closing Date.

          (i)  As soon as practicable after the Closing Date, the
     Company  will make all recordings, registrations and filings
     necessary  to perfect and preserve the lien of the  Mortgage
     and  the  rights under the Supplemental Indenture,  and  the
     Company  will use its best efforts to cause to be  furnished
     to  the  Underwriters a supplemental opinion of counsel  for
     the Company, addressed to the Underwriters, stating that all
     such recordings, registrations and filings have been made.

          (j)   The  Company will use its best efforts to  effect
     the listing of the Bonds on the NYSE.

     SECTION  7.   Conditions of Underwriters' Obligations.   The
obligations of the Underwriters to purchase and pay for the Bonds
shall  be subject to the accuracy on the date hereof and  on  the
Closing Date of the representations and warranties made herein on
the  part of the Company and of any certificates furnished by the
Company on the Closing Date and to the following conditions:

          (a)   The  Prospectus shall have been  filed  with  the
     Commission pursuant to Rule 424(b) prior to 5:30  P.M.,  New
     York time, on the second business day following the date  of
     this Underwriting Agreement, or such other time and date  as
     may be agreed upon by the Company and the Underwriters.

          (b)   No stop order suspending the effectiveness of the
     Registration Statement shall be in effect at or prior to the
     Closing  Date;  no  proceedings for such  purpose  shall  be
     pending before, or, to the knowledge of the Company  or  the
     Underwriters, threatened by, the Commission on  the  Closing
     Date;   and   the   Underwriters  shall  have   received   a
     certificate,  dated  the  Closing Date  and  signed  by  the
     President,  a Vice President, the Treasurer or an  Assistant
     Treasurer  of the Company, to the effect that no  such  stop
     order  has been or is in effect and that no proceedings  for
     such purpose are pending before or, to the knowledge of  the
     Company, threatened by the Commission.

          (c)   At the Closing Date, there shall have been issued
     and  there shall be in full force and effect, to the  extent
     legally  required for the issuance and sale  of  the  Bonds,
     orders  of  the Commission under the Public Utility  Holding
     Company  Act of 1935 (the "Holding Company Act") authorizing
     the  issuance and sale of the Bonds on the terms  set  forth
     in, or contemplated by, this Underwriting Agreement.

          (d)   At the Closing Date, the Underwriters shall  have
     received  from  Wise  Carter Child &  Caraway,  Professional
     Association, Friday, Eldredge & Clark, LLP and Thelen Reid &
     Priest  LLP  opinions, dated the Closing Date, substantially
     in  the  forms  set forth in Exhibits A,  B  and  C  hereto,
     respectively, (i) with such changes therein as may be agreed
     upon  by  the Company and the Underwriters with the approval
     of  Counsel for the Underwriters, and (ii) if the Prospectus
     shall   be  supplemented  after  being  furnished   to   the
     Underwriters  for  use in offering the Bonds,  with  changes
     therein to reflect such supplementation.

          (e)   At the Closing Date, the Underwriters shall  have
     received from Counsel for the Underwriters an opinion, dated
     the  Closing  Date, substantially in the form set  forth  in
     Exhibit  D  hereto,  with such changes  therein  as  may  be
     necessary  to reflect any supplementation of the  Prospectus
     prior to the Closing Date.

          (f)    On  or  prior  to  the  date  this  Underwriting
     Agreement  became  effective, the  Underwriters  shall  have
     received   from   Deloitte  &  Touche  LLP,  the   Company's
     independent     certified    public     accountants     (the
     "Accountants"), a letter dated the date hereof and addressed
     to  the  Underwriters  to  the  effect  that  (i)  they  are
     independent certified public accountants with respect to the
     Company  within the meaning of the Securities  Act  and  the
     applicable published rules and regulations thereunder;  (ii)
     in  their  opinion, the financial statements  and  financial
     statement   schedules  audited  by  them  and  included   or
     incorporated  by reference in the Prospectus  comply  as  to
     form in all material respects with the applicable accounting
     requirements of the Securities Act and the Exchange Act  and
     the  applicable published rules and regulations  thereunder;
     (iii) on the basis of performing the procedures specified by
     the American Institute of Certified Public Accountants for a
     review of interim financial information as described in  SAS
     No.   71,  Interim  Financial  Information,  on  the  latest
     unaudited   financial  statements,  if  any,   included   or
     incorporated  by reference in the Prospectus, a  reading  of
     the  latest available interim unaudited financial statements
     of  the Company, the minutes of the meetings of the Board of
     Directors  of the Company, the Executive Committee  thereof,
     if  any,  and the stockholder of the Company, since December
     31,  2001 to a specified date not more than five days  prior
     to the date of such letter, and inquiries of officers of the
     Company who have responsibility for financial and accounting
     matters  (it being understood that the foregoing  procedures
     do not constitute an audit made in accordance with generally
     accepted  auditing standards and they would not  necessarily
     reveal  matters of significance with respect to the comments
     made  in  such letter and, accordingly, that the Accountants
     make  no  representations  as to  the  sufficiency  of  such
     procedures  for  the purposes of the Underwriters),  nothing
     has  come  to their attention which caused them  to  believe
     that,  to the extent applicable, (A) the unaudited financial
     statements  of the Company (if any) included or incorporated
     by  reference in the Prospectus do not comply as to form  in
     all   material  respects  with  the  applicable   accounting
     requirements of the Securities Act and the Exchange Act  and
     the  related published rules and regulations thereunder; (B)
     any  material modifications should be made to said unaudited
     financial  statements  for them to  be  in  conformity  with
     generally  accepted  accounting principles;  and  (C)  at  a
     specified date not more than five days prior to the date  of
     the letter, there was any change in the capital stock of the
     Company,  increase  in long-term debt  of  the  Company,  or
     decrease in its net current assets or stockholders'  equity,
     in  each  case as compared with amounts shown  in  the  most
     recent  balance  sheet  incorporated  by  reference  in  the
     Prospectus, except in all instances for changes or decreases
     which  the Prospectus discloses have occurred or may  occur,
     for   declarations  of  dividends,  for  the  repayment   or
     redemption  of  long-term  debt,  for  the  amortization  of
     premium or discount on long-term debt, for any increases  in
     long-term  debt  in respect of previously  issued  pollution
     control,  solid  waste  disposal or  industrial  development
     revenue  bonds, or for changes or decreases as set forth  in
     such  letter, identifying the same and specifying the amount
     thereof;  and (iv) stating that they have compared  specific
     dollar  amounts,  percentages of revenues and  earnings  and
     other  financial information pertaining to the  Company  (x)
     set  forth in the Prospectus, and (y) set forth in documents
     filed by the Company pursuant to Section 13, 14 or 15(d)  of
     the  Exchange Act as specified in Exhibit E hereto, in  each
     case,  to the extent that such amounts, numbers, percentages
     and  information may be derived from the general  accounting
     records   of  the  Company,  and  excluding  any   questions
     requiring  an  interpretation by  legal  counsel,  with  the
     results obtained from the application of specified readings,
     inquiries and other appropriate procedures (which procedures
     do   not  constitute  an  examination  in  accordance   with
     generally  accepted auditing standards)  set  forth  in  the
     letter, and found them to be in agreement.

          (g)   At the Closing Date, the Underwriters shall  have
     received a certificate, dated the Closing Date and signed by
     the  President,  a  Vice  President,  the  Treasurer  or  an
     Assistant Treasurer of the Company, to the effect  that  (i)
     the  representations and warranties of the Company contained
     herein  are true and correct, (ii) the Company has performed
     and  complied  with  all agreements and conditions  in  this
     Underwriting Agreement to be performed or complied  with  by
     the  Company at or prior to the Closing Date and (iii) since
     the most recent date as of which information is given in the
     Prospectus, as it may then be amended or supplemented, there
     has  not  been any material adverse change in the  business,
     property or financial condition of the Company and there has
     not  been  any  material transaction  entered  into  by  the
     Company,  other than transactions in the ordinary course  of
     business,  in  each case other than as referred  to  in,  or
     contemplated by, the Prospectus, as it may then  be  amended
     or supplemented.

          (h)   At the Closing Date, the Underwriters shall  have
     received  duly  executed counterparts  of  the  Supplemental
     Indenture.

          (i)   At the Closing Date, the Underwriters shall  have
     received  from the Accountants a letter, dated  the  Closing
     Date, confirming, as of a date not more than five days prior
     to  the Closing Date, the statements contained in the letter
     delivered pursuant to Section 7(f) hereof.

          (j)   Between the date hereof and the Closing Date,  no
     default (or an event which, with the giving of notice or the
     passage  of time or both, would constitute a default)  under
     the Mortgage shall have occurred.

          (k)   Prior to the Closing Date, the Underwriters shall
     have   received   from   the  Company  evidence   reasonably
     satisfactory  to  the  Underwriters  that  the  Bonds   have
     received ratings of Aaa from Moody's Investors Service, Inc.
     and AAA from Standard & Poor's Ratings Services.

          (l)   Between  the  date hereof and the  Closing  Date,
     neither  Moody's  Investors Service,  Inc.  nor  Standard  &
     Poor's Ratings Services shall have lowered its rating of any
     of the Company's outstanding Mortgage Bonds in any respect.

          (m)   Between the date hereof and the Closing Date,  no
     event  shall  have  occurred with respect  to  or  otherwise
     affecting  the  Company  or  the  Insurer,  which,  in   the
     reasonable  opinion of the Underwriters, materially  impairs
     the investment quality of the Bonds.

          (n)   All legal matters in connection with the issuance
     and  sale  of  the Bonds shall be satisfactory in  form  and
     substance to Counsel for the Underwriters.

          (o)   At  the  Closing  Date,  the  Financial  Guaranty
     Insurance  Policy shall have been duly authorized,  executed
     and  delivered by the Insurer to the insurance trustee named
     therein  and  shall  be in full force  and  effect  and  the
     Underwriters shall have received an opinion of  counsel  for
     the Insurer, dated the Closing Date, and a certificate of an
     officer  of  the Insurer, dated the Closing  Date,  in  each
     case,  covering such matters as the Underwriters may request
     in   form  and  substance  reasonably  satisfactory  to  the
     Underwriters.

          (p)   The  Company shall furnish the Underwriters  with
     additional  conformed copies of such opinions, certificates,
     letters and documents as may be reasonably requested.

     If  any of the conditions specified in this Section 7  shall
not  have  been  fulfilled, this Underwriting  Agreement  may  be
terminated  by  the  Underwriters  upon  notice  thereof  to  the
Company.  Any such termination shall be without liability of  any
party  to  any  other  party, except  as  otherwise  provided  in
paragraph (g) of Section 6 and in Section 10.

     SECTION  8.   Conditions  of  Company's  Obligations.    The
obligations  of  the Company hereunder shall be  subject  to  the
following conditions:

          (a)   No stop order suspending the effectiveness of the
     Registration Statement shall be in effect at or prior to the
     Closing  Date, and no proceedings for that purpose shall  be
     pending  before,  or threatened by, the  Commission  on  the
     Closing Date.

          (b)   At the Closing Date, there shall have been issued
     and  there shall be in full force and effect, to the  extent
     legally  required  for the issuance and sale  of  the  Bonds
     orders  of  the  Commission under the  Holding  Company  Act
     authorizing the issuance and sale of the Bonds on the  terms
     set   forth   in,  or  contemplated  by,  this  Underwriting
     Agreement.

     In  case  any of the conditions specified in this Section  8
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Company upon notice thereof to Morgan Stanley &
Co.  Incorporated,  as representative of the  Underwriters.   Any
such  termination shall be without liability of any party to  any
other  party,  except as otherwise provided in paragraph  (g)  of
Section 6 and in Section 10.

     SECTION 9.  Indemnification.

          (a)   The  Company  shall indemnify,  defend  and  hold
     harmless each Underwriter and each person who controls  each
     Underwriter  within  the  meaning  of  Section  15  of   the
     Securities  Act or Section 20 of the Exchange Act  from  and
     against  any and all losses, claims, damages or liabilities,
     joint or several, to which each Underwriter or any or all of
     them  may  become subject under the Securities  Act  or  any
     other  statute  or  common  law  and  shall  reimburse  each
     Underwriter and any such controlling person for any legal or
     other   expenses   (including  to  the  extent   hereinafter
     provided,  reasonable  counsel fees)  incurred  by  them  in
     connection  with  investigating  any  such  losses,  claims,
     damages  or liabilities or in connection with defending  any
     actions,   insofar   as   such  losses,   claims,   damages,
     liabilities, expenses or actions arise out of or  are  based
     upon  an untrue statement or alleged untrue statement  of  a
     material  fact  contained in the Registration Statement,  as
     amended  or  supplemented (or, in the  case  of  any  action
     arising  out of the issuance and sale of the Bonds,  in  any
     prior  registration statement to which the Basic Prospectus,
     as  a  combined prospectus under Rule 429 of the  rules  and
     regulations  of  the  Commission under the  Securities  Act,
     relates),  or  the  omission or alleged  omission  to  state
     therein  a  material fact required to be stated  therein  or
     necessary to make the statements therein not misleading,  or
     upon  any untrue statement or alleged untrue statement of  a
     material  fact  contained in the Basic Prospectus  (if  used
     prior  to  the  date  the  Prospectus  is  filed  with   the
     Commission  pursuant to Rule 424(b)), or in the  Prospectus,
     as  each may be amended or supplemented, or the omission  or
     alleged  omission to state therein a material fact necessary
     in order to make the statements therein, in the light of the
     circumstances  under which they were made,  not  misleading;
     provided, however, that the indemnity agreement contained in
     this  paragraph shall not apply to any such losses,  claims,
     damages, liabilities, expenses or actions arising out of, or
     based  upon,  any  such untrue statement or  alleged  untrue
     statement, or any such omission or alleged omission, if such
     statement  or  omission was made in  reliance  upon  and  in
     conformity  with information furnished herein or in  writing
     to  the Company by such Underwriter specifically for use  in
     connection   with   the  preparation  of  the   Registration
     Statement, the Basic Prospectus (if used prior to  the  date
     the Prospectus is filed with the Commission pursuant to Rule
     424(b)) or the Prospectus or any amendment or supplement  to
     any thereof or arising out of, or based upon, statements  in
     or   omissions  from  the  Statements  of  Eligibility;  and
     provided further, that the indemnity agreement contained  in
     this  subsection  shall  not inure to  the  benefit  of  any
     Underwriter or to the benefit of any person controlling such
     Underwriter on account of any such losses, claims,  damages,
     liabilities, expenses or actions arising from  the  sale  of
     the  Bonds  to any person in respect of the Basic Prospectus
     or  the Prospectus as supplemented or amended, furnished  by
     such  Underwriter to a person to whom any of the Bonds  were
     sold  (excluding in both cases, however, any  document  then
     incorporated  or  deemed  to  be incorporated  by  reference
     therein), insofar as such indemnity relates to any untrue or
     misleading   statement  or  omission  made  in   the   Basic
     Prospectus  or  the  Prospectus but eliminated  or  remedied
     prior to the consummation of such sale in the Prospectus, or
     any  amendment or supplement thereto, furnished on a  timely
     basis by the Company to the Underwriters pursuant to Section
     6(d)  hereof, respectively, unless a copy of the  Prospectus
     (in  the  case of such a statement or omission made  in  the
     Basic  Prospectus) or such amendment or supplement  (in  the
     case of such a statement or omission made in the Prospectus)
     (excluding,  however,  any amendment or  supplement  to  the
     Basic  Prospectus relating to any securities of the  Company
     other  than the Bonds and any document then incorporated  or
     deemed to be incorporated by reference in the Prospectus  or
     such   amendment  or  supplement)  is  furnished   by   such
     Underwriter to such person (i) with or prior to the  written
     confirmation  of  the  sale involved  or  (ii)  as  soon  as
     available  after such written confirmation (if  it  is  made
     available  to the Underwriters prior to settlement  of  such
     sale).

          (b)   Each Underwriter shall indemnify, defend and hold
     harmless  the Company, its directors and officers  and  each
     person  who  controls the foregoing within  the  meaning  of
     Section  15  of  the  Securities Act or Section  20  of  the
     Exchange  Act, from and against any and all losses,  claims,
     damages  or liabilities, joint or several, to which they  or
     any  of them may become subject under the Securities Act  or
     any other statute or common law and shall reimburse each  of
     them  for  any  legal or other expenses (including,  to  the
     extent   hereinafter  provided,  reasonable  counsel   fees)
     incurred  by them in connection with investigating any  such
     losses, claims, damages or liabilities or in connection with
     defending  any  action,  insofar  as  such  losses,  claims,
     damages,  liabilities, expenses or actions arise out  of  or
     are  based  upon  an  untrue  statement  or  alleged  untrue
     statement  of  a material fact contained in the Registration
     Statement,  as amended or supplemented, or the  omission  or
     alleged  omission to state therein a material fact  required
     to  be  stated  therein or necessary to make the  statements
     therein  not  misleading, or upon any  untrue  statement  or
     alleged untrue statement of a material fact contained in the
     Basic  Prospectus (if used prior to the date the  Prospectus
     is filed with the Commission pursuant to Rule 424(b)), or in
     the  Prospectus, as amended or supplemented, or the omission
     or  alleged  omission  to  state  therein  a  material  fact
     necessary  in order to make the statements therein,  in  the
     light  of the circumstances under which they were made,  not
     misleading, in each case, if, but only if, such statement or
     omission  was  made in reliance upon and in conformity  with
     information furnished herein or in writing to the Company by
     such Underwriter specifically for use in connection with the
     preparation  of  the  Registration  Statement,   the   Basic
     Prospectus  (if  used prior to the date  the  Prospectus  is
     filed  with the Commission pursuant to Rule 424(b))  or  the
     Prospectus, or any amendment or supplement thereto.

          (c)   In  case any action shall be brought, based  upon
     the  Registration  Statement, the Basic  Prospectus  or  the
     Prospectus  (including  amendments or supplements  thereto),
     against  any  party  in respect of which  indemnity  may  be
     sought  pursuant  to any of the preceding  paragraphs,  such
     party  (hereinafter  called  the  indemnified  party)  shall
     promptly  notify the party or parties against whom indemnity
     shall   be   sought   hereunder  (hereinafter   called   the
     indemnifying  party) in writing, and the indemnifying  party
     shall  have  the right to participate at its own expense  in
     the  defense  or, if it so elects, to assume (in conjunction
     with  any  other  indemnifying party) the  defense  thereof,
     including  the employment of counsel reasonably satisfactory
     to  the  indemnified party and the payment of all  fees  and
     expenses.   If  the indemnifying party shall  elect  not  to
     assume  the  defense  of any such action,  the  indemnifying
     party   shall  reimburse  the  indemnified  party  for   the
     reasonable fees and expenses of any counsel retained by such
     indemnified  party.  Such indemnified party shall  have  the
     right to employ separate counsel in any such action in which
     the  defense has been assumed by the indemnifying party  and
     participate  in  the  defense  thereof,  but  the  fees  and
     expenses  of  such counsel shall be at the expense  of  such
     indemnified  party unless (i) the employment of counsel  has
     been  specifically authorized by the indemnifying  party  or
     (ii)  the  named  parties to any such action (including  any
     impleaded  parties) include each of such  indemnified  party
     and  the indemnifying party and such indemnified party shall
     have  been  advised  by  such counsel  that  a  conflict  of
     interest between the indemnifying party and such indemnified
     party may arise and for this reason it is not desirable  for
     the  same  counsel to represent both the indemnifying  party
     and  the  indemnified  party (it being understood,  however,
     that  the  indemnifying party shall not, in connection  with
     any one such action or separate but substantially similar or
     related actions in the same jurisdiction arising out of  the
     same general allegations or circumstances, be liable for the
     reasonable fees and expenses of more than one separate  firm
     of  attorneys  for such indemnified party  (plus  any  local
     counsel retained by such indemnified party in its reasonable
     judgment)).   The indemnified party shall be reimbursed  for
     all  such  fees  and  expenses as they  are  incurred.   The
     indemnifying party shall not be liable for any settlement of
     any  such  action effected without its consent, but  if  any
     such  action is settled with the consent of the indemnifying
     party  or if there be a final judgment for the plaintiff  in
     any  such action, the indemnifying party agrees to indemnify
     and hold harmless the indemnified party from and against any
     loss  or liability by reason of such settlement or judgment.
     No  indemnifying  party  shall, without  the  prior  written
     consent  of the indemnified party, effect any settlement  of
     any  pending  or  threatened action, suit or  proceeding  in
     respect of which any indemnified party is or could have been
     a  party  and  indemnity  has  or  could  have  been  sought
     hereunder  by such indemnified party, unless such settlement
     includes an unconditional release of such indemnified  party
     from all liability on claims that are the subject matter  of
     such action, suit or proceeding.

          (d)    If   the  indemnification  provided  for   under
     subsections (a), (b) or (c) in this Section 9 is unavailable
     to  an  indemnified party in respect of any losses,  claims,
     damages  or  liabilities  referred  to  therein,  then  each
     indemnifying party, in lieu of indemnifying such indemnified
     party,  shall  contribute to the amount paid or  payable  by
     such  indemnified party as a result of such losses,  claims,
     damages  or  liabilities  (i)  in  such  proportion  as   is
     appropriate to reflect the relative benefits received by the
     Company and the Underwriters from the offering of the  Bonds
     or  (ii)  if the allocation provided by clause (i) above  is
     not  permitted by applicable law, in such proportion  as  is
     appropriate  to  reflect  not  only  the  relative  benefits
     referred to in clause (i) above but also the relative  fault
     of  the  Company on the one hand and of the Underwriters  on
     the  other  in  connection with the statements or  omissions
     which   resulted   in  such  losses,  claims,   damages   or
     liabilities,  as  well  as  any  other  relevant   equitable
     considerations.   The  relative  benefits  received  by  the
     Company  on the one hand and the Underwriters on  the  other
     shall  be  deemed to be in the same proportion as the  total
     proceeds  from  the  offering (after deducting  underwriting
     discounts and commissions but before deducting expenses)  to
     the  Company  bear to the total underwriting  discounts  and
     commissions  received by the Underwriters, in each  case  as
     set  forth in the table on the cover page of the Prospectus.
     The relative fault of the Company on the one hand and of the
     Underwriters  on the other shall be determined by  reference
     to, among other things, whether the untrue or alleged untrue
     statement  of  a  material fact or the omission  or  alleged
     omission  to  state a material fact relates  to  information
     supplied  by  the Company or by any of the Underwriters  and
     such   parties'  relative  intent,  knowledge,   access   to
     information  and  opportunity to  correct  or  prevent  such
     statement or omission.

          The  Company and the Underwriters agree that  it  would
     not  be just and equitable if contribution pursuant to  this
     Section  9(d) were determined by pro rata allocation  or  by
     any  other method of allocation which does not take  account
     of   the   equitable  considerations  referred  to  in   the
     immediately preceding paragraph.  The amount paid or payable
     to  an  indemnified party as a result of the losses, claims,
     damages  and  liabilities referred  to  in  the  immediately
     preceding  paragraph shall be deemed to include, subject  to
     the limitations set forth above, any legal or other expenses
     reasonably  incurred by such indemnified party in connection
     with  investigating or defending any such action  or  claim.
     Notwithstanding  the  provisions of this  Section  9(d),  no
     Underwriter  shall be required to contribute any  amount  in
     excess  of the amount by which the total price at which  the
     Bonds underwritten by it and distributed to the public  were
     offered  to  the  public exceeds the amount of  any  damages
     which such Underwriter has otherwise been required to pay by
     reason  of  such  untrue  or  alleged  untrue  statement  or
     omission   or  alleged  omission.   No  person   guilty   of
     fraudulent misrepresentation (within the meaning of  Section
     11(f)   of   the  Securities  Act)  shall  be  entitled   to
     contribution  from  any person who was not  guilty  of  such
     fraudulent misrepresentation.  The Underwriters' obligations
     to  contribute pursuant to this Section 9(d) are several  in
     proportion to their respective underwriting obligations  and
     not joint.

     SECTION   10.   Survival  of  Certain  Representations   and
Obligations.  Any other provision of this Underwriting  Agreement
to   the   contrary  notwithstanding,  (a)  the   indemnity   and
contribution  agreements  contained in  Section  9  of,  and  the
representations  and  warranties  and  other  agreements  of  the
Company  contained in, this Underwriting Agreement  shall  remain
operative  and  in full force and effect regardless  of  (i)  any
investigation made by or on behalf of any Underwriter or by or on
behalf of the Company or its directors or officers, or any of the
other persons referred to in Section 9 hereof and (ii) acceptance
of   and  payment  for  the  Bonds  and  (b)  the  indemnity  and
contribution  agreements  contained in  Section  9  shall  remain
operative  and  in  full  force  and  effect  regardless  of  any
termination of this Underwriting Agreement.

     SECTION  11.   Default of Underwriters.  If any  Underwriter
shall  fail  or refuse (otherwise than for some reason sufficient
to justify, in accordance with the terms hereof, the cancellation
or  termination of its obligations hereunder) to purchase and pay
for  the principal amount of Bonds that it has agreed to purchase
and  pay  for  hereunder, and the aggregate principal  amount  of
Bonds  that  such  defaulting Underwriter agreed  but  failed  or
refused  to purchase is not more than one-tenth of the  aggregate
principal  amount of the Bonds, the other Underwriters  shall  be
obligated  to purchase the Bonds that such defaulting Underwriter
agreed  but  failed or refused to purchase; provided that  in  no
event  shall  the principal amount of Bonds that such Underwriter
has agreed to purchase pursuant to Schedule I hereof be increased
pursuant  to this Section 11 by an amount in excess of  one-ninth
of such principal amount of Bonds without written consent of such
Underwriter.   If  such  Underwriter  shall  fail  or  refuse  to
purchase  Bonds and the aggregate principal amount of Bonds  with
respect  to  which such default occurs is more than one-tenth  of
the  aggregate  principal amount of the Bonds, the Company  shall
have the right (a) to require the non-defaulting Underwriters  to
purchase  and  pay for the respective principal amount  of  Bonds
that  they  had severally agreed to purchase hereunder,  and,  in
addition,  the  principal  amount of Bonds  that  the  defaulting
Underwriter  shall have so failed to purchase up to  a  principal
amount  thereof  equal  to one-ninth of the respective  principal
amount  of  Bonds  that  such  non-defaulting  Underwriters  have
otherwise agreed to purchase hereunder, and/or (b) to procure one
or  more  other  members of the NASD (or, if not members  of  the
NASD,  who  are  foreign  banks,  dealers  or  institutions   not
registered  under the Exchange Act and who agree in making  sales
to  comply  with the NASD's Rules of Fair Practice), to purchase,
upon  the  terms herein set forth, the principal amount of  Bonds
that  such defaulting Underwriter had agreed to purchase, or that
portion  thereof  that the remaining Underwriters  shall  not  be
obligated to purchase pursuant to the foregoing clause  (a).   In
the  event the Company shall exercise its rights under clause (a)
and/or  (b) above, the Company shall give written notice  thereof
to  the  Underwriters  within 24 hours (excluding  any  Saturday,
Sunday, or legal holiday) of the time when the Company learns  of
the failure or refusal of any Underwriter to purchase and pay for
its  respective  principal  amount of Bonds,  and  thereupon  the
Closing  Date  shall be postponed for such period, not  exceeding
three  business  days, as the Company shall  determine.   In  the
event  the  Company  shall be entitled to  but  shall  not  elect
(within  the time period specified above) to exercise its  rights
under clause (a) and/or (b), the Company shall be deemed to  have
elected to terminate this Underwriting Agreement.  In the absence
of  such  election  by  the Company, this Underwriting  Agreement
will,  unless  otherwise  agreed by  the  Company  and  the  non-
defaulting Underwriters, terminate without liability on the  part
of  any  non-defaulting  party except as  otherwise  provided  in
paragraph  (g) of Section 6 and in Section 10.  Any action  taken
under this paragraph shall not relieve any defaulting Underwriter
from  liability in respect of its default under this Underwriting
Agreement.

     SECTION 12.  Termination.  This Underwriting Agreement shall
be subject to termination by written notice from Morgan Stanley &
Co.  Incorporated, as representative of the Underwriters, to  the
Company,  if  (a)  after  the  execution  and  delivery  of  this
Underwriting Agreement and prior to the Closing Date (i)  trading
generally  shall  have  been suspended  on  the  New  York  Stock
Exchange by The New York Stock Exchange, Inc., the Commission  or
other governmental authority, (ii) minimum or maximum ranges  for
prices  shall  have been generally established on  the  New  York
Stock  Exchange  by  The  New  York  Stock  Exchange,  Inc.,  the
Commission  or  other  governmental authority,  (iii)  a  general
moratorium  on  commercial banking activities in New  York  shall
have   been  declared  by  either  Federal  or  New  York   State
authorities  or  a material disruption in commercial  banking  or
securities  settlement or clearing services in the United  States
shall  have occurred, (iv) there shall have occurred any material
outbreak  or escalation of hostilities or any calamity or  crisis
that,  in  the judgment of Morgan Stanley & Co. Incorporated,  as
representative of the Underwriters, is material and  adverse,  or
(v)  any  material  adverse  change in  financial,  political  or
economic conditions in the United States or elsewhere shall  have
occurred  and  (b) in the case of any of the events specified  in
clauses  (a)(i) through (v), such event singly or  together  with
any  other  such  event makes it, in the reasonable  judgment  of
Morgan  Stanley  &  Co.  Incorporated, as representative  of  the
Underwriters,   impracticable  to   market   the   Bonds.    This
Underwriting Agreement shall also be subject to termination, upon
notice by Morgan Stanley & Co. Incorporated, as representative of
the  Underwriters,  as provided above, if,  in  the  judgment  of
Morgan  Stanley  &  Co.  Incorporated, as representative  of  the
Underwriters,  the subject matter of any amendment or  supplement
(prepared   by  the  Company)  to  the  Prospectus  (except   for
information  relating solely to the manner of public offering  of
the  Bonds or to the activity of the Underwriters or to the terms
of  any securities of the Company other than the Bonds) filed  or
issued after the effectiveness of this Underwriting Agreement  by
the  Company shall have materially impaired the marketability  of
the  Bonds.  Any termination hereof, pursuant to this Section 12,
shall  be  without  liability of any party to  any  other  party,
except as otherwise provided in paragraph (g) of Section 6 and in
Section 10.

     SECTION  13.  Miscellaneous.  THE RIGHTS AND DUTIES  OF  THE
PARTIES  TO  THIS UNDERWRITING AGREEMENT SHALL, PURSUANT  TO  NEW
YORK  GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY  THE
LAW  OF THE STATE OF NEW YORK.  This Underwriting Agreement shall
become  effective when a fully executed copy thereof is delivered
to  Morgan Stanley & Co. Incorporated, as representative  of  the
Underwriters, by the Company.  This Underwriting Agreement may be
executed  in any number of separate counterparts, each of  which,
when so executed and delivered, shall be deemed to be an original
and  all  of which, taken together, shall constitute but one  and
the  same agreement.  This Underwriting Agreement shall inure  to
the  benefit of each of the Company, the Underwriters  and,  with
respect  to  the provisions of Section 9, each director,  officer
and  other persons referred to in Section 9, and their respective
successors.   Should any part of this Underwriting Agreement  for
any reason be declared invalid, such declaration shall not affect
the  validity  of any remaining portion, which remaining  portion
shall  remain  in  full force and effect as if this  Underwriting
Agreement  had  been  executed with the invalid  portion  thereof
eliminated.  Nothing herein is intended or shall be construed  to
give  to  any  other  person, firm or corporation  any  legal  or
equitable  right,  remedy or claim under or  in  respect  of  any
provision  in this Underwriting Agreement.  The term  "successor"
as  used  in  this Underwriting Agreement shall not  include  any
purchaser, as such purchaser, of any Bonds from the Underwriters.

     SECTION 14.  Notices.  All communications hereunder shall be
in  writing  and,  if  to the Underwriters, shall  be  mailed  or
delivered to Morgan Stanley & Co. Incorporated, as representative
of the Underwriters, at the address set forth at the beginning of
this   Underwriting  Agreement  to  the  attention  of  Financing
Services  Group  or,  if  to  the Company,  shall  be  mailed  or
delivered  to  it at 308 East Pearl Street, Jackson,  Mississippi
39201,  Attention: Treasurer, or, if to Entergy  Services,  Inc.,
shall  be  mailed  or delivered to it at 639 Loyola  Avenue,  New
Orleans, Louisiana 70113, Attention: Treasurer.


                              Very truly yours,


                              Entergy Mississippi, Inc.


                              By:/s/ Frank Williford
                              Name: Frank Williford
                              Title: Assistant Treasurer


Accepted as of the date first above written.

Morgan Stanley & Co. Incorporated
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
Wachovia Securities, Inc.



By: Morgan Stanley & Co. Incorporated



By:/s/ Michael Fusco
Name: Michael Fusco
Title: Executive Director

<PAGE>

                           SCHEDULE I


                    Entergy Mississippi, Inc.

                $75,000,000 First Mortgage Bonds,
                 6% Series due November 1, 2032




        Name of Underwriters               Principal
                                        Amount of Bonds

Morgan Stanley & Co. Incorporated        $18,750,000

J.P. Morgan Securities Inc.               18,750,000

Salomon Smith Barney Inc.                 18,750,000

Wachovia Securities, Inc.                 18,750,000

               TOTAL                     $75,000,000

<PAGE>

                                                        EXHIBIT A





    [Letterhead of Wise Carter Child & Caraway, Professional
                          Association]





                                                 October __, 2002



Morgan Stanley & Co.
Incorporated
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
Wachovia Securities, Inc.

c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Ladies and Gentlemen:

     We, together with Thelen Reid & Priest LLP, of New York, New
York, and Friday, Eldredge & Clark, LLP of Little Rock, Arkansas,
have   acted  as  counsel  for  Entergy  Mississippi,   Inc.,   a
Mississippi corporation (the "Company"), in connection  with  the
issuance  and sale to you, pursuant to the Underwriting Agreement
effective   October  16,  2002  (the  "Underwriting  Agreement"),
between  the Company and you, of $75,000,000 aggregate  principal
amount  of  its First Mortgage Bonds, 6% Series due  November  1,
2032 (the "Bonds"), issued pursuant to the Company's Mortgage and
Deed of Trust, dated as of February 1, 1988, with The Bank of New
York  (successor to Bank of Montreal Trust Company), as Corporate
Trustee  (the  "Corporate  Trustee"), and  Stephen  J.  Giurlando
(successor  to Z. George Klodnicki), as Co-Trustee, as heretofore
amended and supplemented by all indentures amendatory thereof and
supplemental  thereto,  and as it will  be  further  amended  and
supplemented by the Seventeenth Supplemental Indenture, dated  as
of  October 1, 2002 (the "Supplemental Indenture") (the  Mortgage
and   Deed  of  Trust  as  so  amended  and  supplemented   being
hereinafter  referred  to as the "Mortgage").   This  opinion  is
rendered to you at the request of the Company.  Capitalized terms
used  herein and not otherwise defined have the meanings ascribed
to such terms in the Underwriting Agreement.

     In our capacity as such counsel, we have either participated
in the preparation of or have examined and are familiar with: (a)
the  Company's  Restated Articles of Incorporation  and  By-laws,
each  as  amended;  (b)  the  Underwriting  Agreement;  (c)   the
Mortgage; (d) the Registration Statement and the Prospectus;  (e)
the  records  of  various corporate proceedings relating  to  the
authorization, issuance and sale of the Bonds by the Company  and
the  execution  and delivery by the Company of  the  Supplemental
Indenture and the Underwriting Agreement; and (f) the proceedings
before and the orders entered by the Commission under the Holding
Company Act relating to the issuance and sale of the Bonds by the
Company.   We  have also examined or caused to be  examined  such
other  documents and have satisfied ourselves as  to  such  other
matters  as  we  have deemed necessary in order  to  render  this
opinion.  In our examination, we have assumed the genuineness  of
all signatures, the authenticity of all documents submitted to us
as   originals,  the  legal  capacity  of  natural  persons,  the
conformity with the originals of all documents submitted to us as
copies  and  the  authenticity of the originals  of  such  latter
documents.   We  have  not examined the Bonds,  except  specimens
thereof,  and we have relied upon a certificate of the  Corporate
Trustee as to the authentication and delivery thereof.

     In  making  our  examination  of documents  and  instruments
executed or to be executed by persons other than the Company,  we
have  assumed that each such other person had the requisite power
and  authority  to enter into and perform fully  its  obligations
thereunder, the due authorization by each such other  person  for
the  execution, delivery and performance thereof by such  person,
and the due execution and delivery by or on behalf of such person
of  each  such document and instrument.  In the case of any  such
other  person that is not a natural person, we have also assumed,
insofar  as it is relevant to the opinions set forth below,  that
each such other person is duly organized, validly existing and in
good  standing under the laws of the jurisdiction in  which  such
other  person  was  created, and is duly qualified  and  in  good
standing  in each other jurisdiction where the failure to  be  so
qualified could reasonably be expected to have a material  effect
upon  the ability of such other person to execute, deliver and/or
perform  such other person's obligations under any such  document
or  instrument.   We  have further assumed  that  each  document,
instrument, agreement, record and certificate reviewed by us  for
purposes  of rendering the opinions expressed below has not  been
amended  by oral agreement, conduct or course of dealing  of  the
parties  thereto, although we have no knowledge of any  facts  or
circumstances that could give rise to such amendment.

     As  to  questions of fact material to the opinions expressed
herein,  we have relied upon certificates and representations  of
officers  of  the  Company (including but not  limited  to  those
contained  in  the  Underwriting Agreement and the  Mortgage  and
certificates delivered at the closing of the sale of  the  Bonds)
and appropriate public officials without independent verification
of such matters except as otherwise described herein.

     Subject  to the foregoing and to the further exceptions  and
qualifications set forth below, we are of the opinion that:

               (1)   The  Company is duly organized  and  validly
     existing as a corporation in good standing under the laws of
     the  State  of  Mississippi, has  due  corporate  power  and
     authority  to  conduct the business that it is described  as
     conducting  in  the Prospectus and to own  and  operate  the
     properties owned and operated by it in such business and  is
     duly  qualified  to  conduct  such  business  as  a  foreign
     corporation in the State of Arkansas.

               (2)  The Company has good and sufficient title  to
     the properties described as owned by it in and as subject to
     the  lien of the Mortgage (except properties released  under
     the  terms  of  the  Mortgage),  subject  only  to  Excepted
     Encumbrances  (as  defined in the  Mortgage)  and  to  minor
     defects and encumbrances customarily found in properties  of
     like  size  and character that do not materially impair  the
     use  of  such  properties  by the  Company.   All  permanent
     physical   properties  and  franchises  (other  than   those
     expressly excepted in the Mortgage) acquired by the  Company
     after the date of the Supplemental Indenture will, upon such
     acquisition,  become subject to the lien  of  the  Mortgage,
     subject,  however,  to  such Excepted  Encumbrances  and  to
     liens, if any, existing or placed thereon at the time of the
     acquisition  thereof by the Company and  except  as  may  be
     limited by bankruptcy law.

               (3)   The Mortgage constitutes a valid, direct and
     first  mortgage  lien  on all of the Mortgaged  and  Pledged
     Property (as defined in the Mortgage), subject only to minor
     defects    of   the   character   aforesaid   and   Excepted
     Encumbrances.  The description of the Mortgaged and  Pledged
     Property set forth in the Mortgage is adequate to constitute
     the  Mortgage  as  a  lien  on  the  Mortgaged  and  Pledged
     Property.  The filing for recording of the Mortgage  in  the
     offices of the Chancery Clerks of each County in Mississippi
     in  which the Company holds real property, and the recording
     of  the  Mortgage  in  the office of the  Circuit  Clerk  of
     Independence  County, Arkansas, which filings or  recordings
     will  be duly effected, and the filing of Uniform Commercial
     Code financing statements covering the personal property and
     fixtures  described in the Mortgage as subject to  the  lien
     thereof  in  the offices of the Secretary of  State  of  the
     State of Mississippi and the Secretary of State of the State
     of  Arkansas, which filings will be duly effected,  are  the
     only   recordings,  filings,  rerecordings   and   refilings
     required by law in order to protect and maintain the lien of
     the  Mortgage on any of the property described  therein  and
     subject thereto.

               (4)   The  Mortgage  has  been  duly  and  validly
     authorized by all necessary corporate action on the part  of
     the   Company,  has  been  duly  and  validly  executed  and
     delivered  by  the  Company, is a legal, valid  and  binding
     instrument of the Company enforceable against the Company in
     accordance  with its terms, except (i) as may be limited  by
     the laws of the States of Mississippi, Arkansas and Wyoming,
     where the property covered thereby is located, affecting the
     remedies  for  the enforcement of the security provided  for
     therein,  which laws do not, in our opinion, make inadequate
     remedies  necessary for the realization of the  benefits  of
     such  security,  and  (ii) as may be limited  by  applicable
     bankruptcy,      insolvency,     fraudulent      conveyance,
     reorganization  or other similar laws affecting  enforcement
     of  mortgagees' and other creditors' rights and  by  general
     equitable principles (whether considered in a proceeding  in
     equity or at law) and is qualified under the Trust Indenture
     Act,  and no proceedings to suspend such qualification  have
     been  instituted  or, to our knowledge,  threatened  by  the
     Commission.

               (5)    The   Bonds  have  been  duly  and  validly
     authorized by all necessary corporate action on the part  of
     the Company and are legal, valid and binding obligations  of
     the  Company  enforceable against the Company in  accordance
     with  their  terms, except as may be limited  by  applicable
     bankruptcy,      insolvency,     fraudulent      conveyance,
     reorganization  or other similar laws affecting  enforcement
     of  mortgagees' and other creditors' rights and  by  general
     equitable principles (whether considered in a proceeding  in
     equity  or  at law) and are entitled to the benefit  of  the
     security afforded by the Mortgage.

               (6)   The statements made in the Prospectus  under
     the  captions "Description of the First Mortgage Bonds"  and
     "Description  of  the Bonds," insofar  as  they  purport  to
     constitute  summaries of the documents referred to  therein,
     or  of  the  benefits  purported  to  be  afforded  by  such
     documents  (including, without limitation, the lien  of  the
     Mortgage),  constitute accurate summaries of  the  terms  of
     such   documents  and  of  such  benefits  in  all  material
     respects.

               (7)   The  Underwriting Agreement  has  been  duly
     authorized, executed and delivered by the Company.

               (8)   Except  as  to the financial statements  and
     other financial or statistical data included or incorporated
     by  reference therein and as to the information contained or
     incorporated  by  reference  in  the  Prospectus  under  the
     heading   "The   Insurance  Policy  and  the   Insurer-Ambac
     Assurance  Corporation," upon which  we  do  not  pass,  the
     Registration  Statement,  at the  Effective  Date,  and  the
     Prospectus,  at  the time it was filed with  the  Commission
     pursuant to Rule 424(b), complied as to form in all material
     respects  with the applicable requirements of the Securities
     Act   and   (except  with  respect  to  the  Statements   of
     Eligibility  upon which we do not pass) the Trust  Indenture
     Act,  and the applicable instructions, rules and regulations
     of   the   Commission  thereunder  or   pursuant   to   said
     instructions,  rules and regulations are  deemed  to  comply
     therewith;  and, with respect to the documents  or  portions
     thereof  filed with the Commission pursuant to the  Exchange
     Act,  and  incorporated  or deemed  to  be  incorporated  by
     reference in the Prospectus pursuant to Item 12 of Form S-3,
     such  documents or portions thereof, on the date filed  with
     the Commission, complied as to form in all material respects
     with the applicable provisions of the Exchange Act, and  the
     applicable  instructions,  rules  and  regulations  of   the
     Commission  thereunder  or pursuant  to  said  instructions,
     rules  and  regulations are deemed to comply therewith;  the
     Registration  Statement has become, and on the  date  hereof
     is, effective under the Securities Act; and, to the best  of
     our knowledge, no stop order suspending the effectiveness of
     the   Registration  Statement  has  been   issued   and   no
     proceedings for that purpose are pending or threatened under
     Section 8(d) of the Securities Act.

               (9)   Appropriate orders have been entered by  the
     Commission  under  the Holding Company Act  authorizing  the
     issuance  and sale of the Bonds by the Company; to the  best
     of  our knowledge, such orders are in full force and effect;
     no  further approval, authorization, consent or other  order
     of  any  governmental body (other than under the  Securities
     Act  or  the  Trust  Indenture Act,  which  have  been  duly
     obtained, or in connection or compliance with the provisions
     of  the securities or blue sky laws of any jurisdiction)  is
     legally  required to permit the issuance  and  sale  of  the
     Bonds by the Company pursuant to the Underwriting Agreement;
     and  no  further approval, authorization, consent  or  other
     order of any governmental body is legally required to permit
     the  performance  by  the Company of  its  obligations  with
     respect  to  the  Bonds  or  under  the  Mortgage  and   the
     Underwriting Agreement.

               (10)  The issuance and sale by the Company of  the
     Bonds  and  the execution, delivery and performance  by  the
     Company  of the Underwriting Agreement and the Mortgage  (a)
     will  not  violate  any provision of the Company's  Restated
     Articles  of Incorporation or By-laws, each as amended,  (b)
     will  not violate any provisions of, or constitute a default
     under, or result in the creation or imposition of any  lien,
     charge or encumbrance on or security interest in (except  as
     contemplated  by  the Mortgage) any of  the  assets  of  the
     Company   pursuant  to  the  provisions  of,  any  mortgage,
     indenture, contract, agreement or other undertaking known to
     us  (having made due inquiry with respect thereto) to  which
     the  Company is a party or which purports to be binding upon
     the  Company  or upon any of its assets, and  (c)  will  not
     violate any provision of any law or regulation applicable to
     the  Company  or, to the best of our knowledge (having  made
     due  inquiry  with  respect thereto), any provision  of  any
     order,   writ,   judgment  or  decree  of  any  governmental
     instrumentality  applicable  to  the  Company  (except  that
     various   consents   of,  and  filings  with,   governmental
     authorities may be required to be obtained or made,  as  the
     case may be, in connection or compliance with the provisions
     of the securities or blue sky laws of any jurisdiction).

     In  passing upon the forms of the Registration Statement and
the   Prospectus,   we   necessarily  assume   the   correctness,
completeness and fairness of the statements made by  the  Company
and  information  included or incorporated by  reference  in  the
Registration   Statement   and  the  Prospectus   and   take   no
responsibility therefor, except insofar as such statements relate
to  us  and  as set forth in paragraph (6) above.  In  connection
with the preparation by the Company of the Registration Statement
and  the Prospectus, we have had discussions with certain of  the
officers,  employees,  and representatives  of  the  Company  and
Entergy  Services, Inc., with other counsel for the Company,  and
with  the independent certified public accountants of the Company
who  audited  certain  of  the financial statements  included  or
incorporated  by  reference in the Registration  Statement.   Our
examination of the Registration Statement and the Prospectus  and
the  above-mentioned  discussions did  not  disclose  to  us  any
information   which  gives  us  reason  to   believe   that   the
Registration  Statement,  at  the Effective  Date,  contained  an
untrue  statement  of  a  material fact or  omitted  to  state  a
material fact required to be stated therein or necessary to  make
the statements therein not misleading or that the Prospectus,  at
the time it was filed with the Commission pursuant to Rule 424(b)
and  at  the  date  hereof,  contained  or  contains  any  untrue
statement  of  a  material fact or omitted or omits  to  state  a
material  fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.  We do not express any opinion or belief  as  to  (i)
the  financial statements or other financial or statistical  data
included   or  incorporated  by  reference  in  the  Registration
Statement  or the Prospectus, (ii) the Statements of Eligibility,
(iii)  the  information  contained in the  Prospectus  under  the
caption  "Book-Entry  Only Securities" or  (iv)  the  information
contained or incorporated by reference in the Prospectus relating
to the Insurer or the Financial Guaranty Insurance Policy.

     We  have  examined the portions of the information contained
in  the  Registration Statement that are stated therein  to  have
been made on our authority, and we believe such information to be
correct.   We  have examined the opinions of even  date  herewith
rendered  to  you  by  Thelen Reid &  Priest  LLP  and  Pillsbury
Winthrop  LLP  and  concur in the conclusions  expressed  therein
insofar as they involve questions of Mississippi and Wyoming law.

     We  are members of the Mississippi Bar and, for purposes  of
this  opinion, do not hold ourselves out as an expert on the laws
of  any jurisdiction other than the State of Mississippi and  the
United States of America.  As to all matters of Arkansas, Wyoming
and New York law, we have relied, with your approval, in the case
of Arkansas law, upon the opinion of even date herewith addressed
to us and to you of Friday, Eldredge & Clark, LLP, in the case of
Wyoming  law, upon correspondence and consultation with attorneys
licensed  in Wyoming and, in the case of New York law,  upon  the
opinion of even date herewith addressed to you of Thelen  Reid  &
Priest LLP.

     The  opinion set forth above is solely for your  benefit  in
connection  with the Underwriting Agreement and the  transactions
contemplated  thereunder and it may not be  relied  upon  in  any
manner by any other person or for any other purpose, without  our
prior  written consent, except that Thelen Reid & Priest LLP  and
Pillsbury Winthrop LLP may rely on this opinion as to all matters
of  Mississippi  and  Wyoming  law in  rendering  their  opinions
required to be delivered under the Underwriting Agreement.

                              Very truly yours,

<PAGE>

                                                        EXHIBIT B


          [Letterhead of Friday, Eldredge & Clark, LLP]



                                                 October __, 2002


Morgan Stanley & Co.
Incorporated
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
Wachovia Securities, Inc.

c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Ladies and Gentlemen:

     We, together with Thelen Reid & Priest LLP, of New York, New
York,  and Wise Carter Child & Caraway, Professional Association,
of  Jackson,  Mississippi,  have acted  as  counsel  for  Entergy
Mississippi, Inc., a Mississippi corporation (the "Company"),  in
connection with the issuance and sale by the Company, pursuant to
the Underwriting Agreement effective October 16, 2002 between the
Company  and  you (the "Underwriting Agreement"), of  $75,000,000
aggregate principal amount of its First Mortgage Bonds, 6% Series
due  November  1,  2032  (the "Bonds"), issued  pursuant  to  the
Company's  Mortgage and Deed of Trust, dated as  of  February  1,
1988,  with  The Bank of New York (successor to Bank of  Montreal
Trust  Company), as Corporate Trustee, and Stephen  J.  Giurlando
(successor  to Z. George Klodnicki), as Co-Trustee, as heretofore
amended and supplemented by all indentures amendatory thereof and
supplemental  thereto,  and as it will be  further  amended   and
supplemented by the Seventeenth Supplemental Indenture, dated  as
of  October 1, 2002 (the "Supplemental Indenture") (the  Mortgage
and   Deed  of  Trust  as  so  amended  and  supplemented   being
hereinafter  referred to as the "Mortgage").   We  have  examined
such  documents, records and certificates and have reviewed  such
questions of law as we have deemed necessary and appropriate  for
the  purpose  of this opinion.  This opinion is rendered  to  the
Underwriters  at  the request of the Company.  Capitalized  terms
used  herein and not otherwise defined have the meanings ascribed
to such terms in the Underwriting Agreement.

     In  order  to render this opinion, we have assumed that  the
Company  does  not  own any real or personal  property  or  other
facilities  in  the State of Arkansas, except  for  an  undivided
twenty-five  percent (25%) ownership interest in the Independence
Steam  Electric Station at Newark, Arkansas, and that the Company
does  not  maintain  any service territory or  serve  any  retail
customers  in  the State of Arkansas.  We have also assumed  that
the  issuance and sale of the Bonds have had significant contacts
with the State of New York.

     Based upon the foregoing and subject to the foregoing and to
the further exceptions and qualifications set forth below, we are
of the opinion that:

     (1)   The  Company is duly qualified to conduct the business
that it is described as conducting in the Prospectus as a foreign
corporation and is in good standing under the laws of  the  State
of   Arkansas  and  holds  adequate  and  subsisting  franchises,
certificates  of public convenience and necessity,  licenses  and
permits  to  permit  it  to  conduct its  business  as  presently
conducted in Arkansas.

     (2)   The  courts of Arkansas will enforce any provision  in
the   Mortgage,   the  Bonds  and  the  Underwriting   Agreement,
stipulating  that the laws of the State of New York shall  govern
the Mortgage, the Bonds and the Underwriting Agreement, except to
the  extent  that the validity or perfection of the lien  of  the
Mortgage, or remedies thereunder, are governed by the laws  of  a
jurisdiction  other  than the State of  New  York,  except,  with
respect  to  enforcement of the Mortgage,  as  the  same  may  be
limited  by  the  laws  of  the State of Arkansas  affecting  the
remedies  for  the  enforcement  of  the  security  provided  for
therein,  which  laws  do  not, in our opinion,  make  inadequate
remedies  necessary for the realization of the benefits  of  such
security.

     (3)   There  are no authorizations, approvals,  consents  or
orders  of  any governmental authority in the State  of  Arkansas
(other  than  in connection or compliance with the provisions  of
the  securities  or  "blue sky" laws as to which  no  opinion  is
expressed  herein)  legally required for the execution,  delivery
and  performance by the Company of the Underwriting Agreement  or
to  permit  the  issuance and sale by the Company  of  the  Bonds
pursuant to the Underwriting Agreement.

     (4)   Substantially all physical properties located  in  the
State  of  Arkansas (other than those expressly  excepted)  which
have  been or hereafter may be acquired by the Company have  been
or, upon such acquisition, will become subject to the lien of the
Mortgage, subject, however, to Excepted Encumbrances (as  defined
in the Mortgage) and to liens, defects, and encumbrances, if any,
existing or placed thereon at the time of the acquisition thereof
by the Company and except as may be limited by bankruptcy law.

     (5)   The Company has good and sufficient legal right, title
and  interest  in and to the Mortgaged and Pledged  Property  (as
defined  in  the Mortgage) located in the State of Arkansas  free
and  clear of any lien or encumbrance except for the lien of  the
Mortgage  and  for  Excepted  Encumbrances  (as  defined  in  the
Mortgage),   and  except  for  minor  defects  and   encumbrances
customarily  found  in  physical  properties  of  like  size  and
character which do not, in our opinion, materially impair the use
of  such  properties  affected thereby  in  the  conduct  of  the
business of the Company.

     (6)   The  description of the Mortgaged and Pledged Property
(as  defined  in the Mortgage) which is located in the  State  of
Arkansas, as set forth in the Mortgage, is adequate to constitute
a  lien on such Mortgaged and Pledged Property.  The recording of
the  Mortgage among the land records in the office of the Circuit
Clerk  of Independence County, Arkansas, which recording will  be
duly   effected,  and  the  filing  of  Uniform  Commercial  Code
financing statements covering the personal property and  fixtures
described  in  the Mortgage subject to the lien  thereof  in  the
office of the Secretary of State of the State of Arkansas,  which
filing  will be duly effected, are the only recordings,  filings,
re-recordings or refilings required by Arkansas law in  order  to
protect  and  maintain the lien of the Mortgage on  any  Arkansas
property described therein and subject thereto.

     In  connection  with  rendering the  opinion  set  forth  in
paragraph  (5)  above, we have, with your consent, performed  the
following procedures and relied upon the following: (a) a Limited
Title  Search performed by Independence County Abstract  Company,
Inc., covering the period from September 10, 1981 to [  ]; (b)  a
review  by  Independence County Abstract  Company,  Inc.  of  the
Grantor/Grantee indices of volumes in the real estate records  of
Independence  County, Arkansas in which transactions  that  would
affect the Company's title to its property located in such County
would  be  recorded;  (c)  a  review of  the  Plaintiff/Defendant
indices  of  official records of the Circuit Court  and  Chancery
Court  of Independence County, Arkansas and of the United  States
District Court for the Eastern District of the State of Arkansas,
in each case for civil suits currently pending therein; and (d) a
certificate  of the Secretary of State of the State  of  Arkansas
reflecting  the results of a search of the records maintained  by
such official pursuant to Act 375 of the Acts of Arkansas of 1965
(the Arkansas Transmitting Utility Act).

     We  are  members  of  the Arkansas Bar, and  we  express  no
opinion  on the laws of any jurisdiction other than the State  of
Arkansas.

     The  opinion set forth above is solely for your  benefit  in
connection  with the Underwriting Agreement and the  transactions
contemplated thereunder and may not be relied upon in any  manner
by  any other person or for any other purpose, without our  prior
written  consent,  except  that  Wise  Carter  Child  &  Caraway,
Professional Association, Pillsbury Winthrop LLP and Thelen  Reid
&  Priest  LLP  may  rely on this opinion as to  all  matters  of
Arkansas law in rendering their opinions required to be delivered
under the Underwriting Agreement.

                                   Sincerely,


                                   FRIDAY, ELDREDGE & CLARK, LLP

<PAGE>

                                                        EXHIBIT C


            [Letterhead of Thelen Reid & Priest LLP]



                                                 October __, 2002
Morgan Stanley & Co.
Incorporated
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
Wachovia Securities, Inc.

c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Ladies and Gentlemen:

     We,  together  with Friday, Eldredge & Clark, LLP  and  Wise
Carter  Child & Caraway, Professional Association, have acted  as
counsel  for Entergy Mississippi, Inc., a Mississippi corporation
(the "Company"), in connection with the issuance and sale to  you
pursuant  to  the Underwriting Agreement, effective  October  16,
2002 (the "Underwriting Agreement"), between the Company and you,
of  $75,000,000 aggregate principal amount of its First  Mortgage
Bonds,  6%  Series  due  November 1, 2032 (the  "Bonds"),  issued
pursuant to the Company's Mortgage and Deed of Trust, dated as of
February 1, 1988, with The Bank of New York (successor to Bank of
Montreal  Trust  Company), as Corporate Trustee  (the  "Corporate
Trustee"),  and  Stephen  J. Giurlando (successor  to  Z.  George
Klodnicki), as Co-Trustee, as heretofore amended and supplemented
by  all  indentures amendatory thereof and supplemental  thereto,
and  as  it  will  be  further amended and  supplemented  by  the
Seventeenth Supplemental Indenture, dated as of October  1,  2002
(the "Supplemental Indenture") (the Mortgage and Deed of Trust as
so  amended and supplemented being hereinafter referred to as the
"Mortgage").   This  opinion is being  rendered  to  you  at  the
request  of the Company.  Capitalized terms used herein  and  not
otherwise defined have the meanings ascribed to such terms in the
Underwriting Agreement.

     In our capacity as such counsel, we have either participated
in  the  preparation of or have examined and are  familiar  with:
(a) the Company's Restated Articles of Incorporation and By-Laws,
each  as  amended;  (b)  the  Underwriting  Agreement;  (c)   the
Mortgage; (d) the Registration Statement and the Prospectus;  (e)
the  records  of  various corporate proceedings relating  to  the
authorization, issuance and sale of the Bonds by the Company  and
the  execution  and delivery by the Company of  the  Supplemental
Indenture and the Underwriting Agreement; and (f) the proceedings
before and the orders entered by the Commission under the Holding
Company Act relating to the issuance and sale of the Bonds by the
Company.   We  have also examined or caused to be  examined  such
other  documents and have satisfied ourselves as  to  such  other
matters  as  we  have deemed necessary in order  to  render  this
opinion.  In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as  originals,  and  the  conformity  to  the  originals  of  the
documents submitted to us as certified or photostatic copies  and
the  authenticity of the originals of such latter documents.   We
have  not  examined the Bonds, except specimens thereof,  and  we
have relied upon a certificate of the Corporate Trustee as to the
authentication and delivery thereof.

     Subject  to the foregoing and to the further exceptions  and
qualifications set forth below, we are of the opinion that:

          (1)   The Mortgage has been duly and validly authorized
     by  all  necessary  corporate action  on  the  part  of  the
     Company, has been duly and validly executed and delivered by
     the Company, is a legal, valid and binding instrument of the
     Company  enforceable against the Company in accordance  with
     its  terms, except (i) as may be limited by the laws of  the
     States  of  Mississippi,  Arkansas and  Wyoming,  where  the
     property  covered thereby is located, affecting the remedies
     for  the  enforcement of the security provided for  therein,
     and  (ii)  as  may  be  limited  by  applicable  bankruptcy,
     insolvency, fraudulent conveyance, reorganization  or  other
     similar laws affecting enforcement of mortgagees' and  other
     creditors'   rights  and  by  general  equitable  principles
     (whether considered in a proceeding in equity or at law) and
     is   qualified  under  the  Trust  Indenture  Act,  and   no
     proceedings   to  suspend  such  qualification   have   been
     instituted   or,  to  our  knowledge,  threatened   by   the
     Commission.

          (2)  The Bonds have been duly and validly authorized by
     all  necessary corporate action on the part of  the  Company
     and  are legal, valid and binding obligations of the Company
     enforceable  against  the Company in accordance  with  their
     terms,  except  as may be limited by applicable  bankruptcy,
     insolvency, fraudulent conveyance, reorganization  or  other
     similar laws affecting enforcement of mortgagees' and  other
     creditors'   rights  and  by  general  equitable  principles
     (whether considered in a proceeding in equity or at law) and
     are  entitled to the benefit of the security afforded by the
     Mortgage.

          (3)   The  statements made in the Prospectus under  the
     captions  "Description  of  the First  Mortgage  Bonds"  and
     "Description  of  the Bonds," insofar  as  they  purport  to
     constitute  summaries of the documents referred to  therein,
     constitute accurate summaries of the terms of such documents
     in all material respects.

          (4)    The   Underwriting  Agreement  has   been   duly
     authorized, executed and delivered by the Company.

          (5)   Except as to the financial statements  and  other
     financial  or  statistical data included or incorporated  by
     reference  therein, and as to the information  contained  or
     incorporated  by  reference  in  the  Prospectus  under  the
     heading   "The   Insurance  Policy  and  the   Insurer-Ambac
     Assurance  Corporation," upon which we  do  not  express  an
     opinion, the Registration Statement, at the Effective  Date,
     and  the  Prospectus,  at the time it  was  filed  with  the
     Commission pursuant to Rule 424(b), complied as to  form  in
     all  material  respects with the applicable requirements  of
     the   Securities  Act  and  (except  with  respect  to   the
     Statements  of Eligibility, upon which we do not express  an
     opinion)   the  Trust  Indenture  Act,  and  the  applicable
     instructions,  rules  and  regulations  of  the   Commission
     thereunder  or  pursuant  to said  instructions,  rules  and
     regulations  are  deemed  to  comply  therewith;  and,  with
     respect to the documents or portions thereof filed with  the
     Commission pursuant to the Exchange Act, and incorporated or
     deemed  to  be  incorporated by reference in the  Prospectus
     pursuant  to Item 12 of Form S-3, such documents or portions
     thereof, on the date filed with the Commission, complied  as
     to  form  in  all  material  respects  with  the  applicable
     provisions   of   the  Exchange  Act,  and  the   applicable
     instructions,  rules  and  regulations  of  the   Commission
     thereunder  or  pursuant  to said  instructions,  rules  and
     regulations are deemed to comply therewith; the Registration
     Statement  has become, and on the date hereof is,  effective
     under the Securities Act; and, to the best of our knowledge,
     no   stop   order  suspending  the  effectiveness   of   the
     Registration  Statement has been issued and  no  proceedings
     for  that  purpose are pending or threatened  under  Section
     8(d) of the Securities Act.

          (6)   Appropriate  orders  have  been  entered  by  the
     Commission  under  the Holding Company Act  authorizing  the
     issuance  and sale of the Bonds by the Company; to the  best
     of  our knowledge, said orders are in full force and effect;
     no  further approval, authorization, consent or other  order
     of  any  governmental body (other than under the  Securities
     Act  or  the  Trust  Indenture Act,  which  have  been  duly
     obtained, or in connection or compliance with the provisions
     of  the securities or blue sky laws of any jurisdiction)  is
     legally  required to permit the issuance  and  sale  of  the
     Bonds by the Company pursuant to the Underwriting Agreement;
     and  no  further approval, authorization, consent  or  other
     order of any governmental body is legally required to permit
     the  performance  by  the Company of  its  obligations  with
     respect  to  the  Bonds  or  under  the  Mortgage  and   the
     Underwriting Agreement.

     In  passing upon the forms of the Registration Statement and
the   Prospectus,   we   necessarily  assume   the   correctness,
completeness and fairness of the statements made by  the  Company
and  information  included or incorporated by  reference  in  the
Registration   Statement   and  the  Prospectus   and   take   no
responsibility therefor, except insofar as such statements relate
to  us  and  as set forth in paragraph (3) above.  In  connection
with the preparation by the Company of the Registration Statement
and   the  Prospectus,  we  have  had  discussions  with  certain
officers,  employees  and  representatives  of  the  Company  and
Entergy  Services, Inc., with other counsel for the Company,  and
with  the independent certified public accountants of the Company
who  audited  certain  of  the financial statements  included  or
incorporated  by  reference in the Registration  Statement.   Our
examination of the Registration Statement and the Prospectus  and
our  discussions  did  not disclose to us any  information  which
gives  us  reason to believe that the Registration Statement,  at
the  Effective Date, contained an untrue statement of a  material
fact  or  omitted to state a material fact required to be  stated
therein   or  necessary  to  make  the  statements  therein   not
misleading or that the Prospectus, at the time it was filed  with
the  Commission pursuant to Rule 424(b) and at the  date  hereof,
contained or contains any untrue statement of a material fact  or
omitted  or omits to state a material fact necessary in order  to
make  the  statements therein, in the light of the  circumstances
under  which  they were made, not misleading.  We do not  express
any opinion or belief as to (i) the financial statements or other
financial  or  statistical  data  included  or  incorporated   by
reference  in the Registration Statement or the Prospectus,  (ii)
the Statements of Eligibility, (iii) the information contained in
the Prospectus under the caption "Book-Entry Only Securities"  or
(iv)  the  information contained or incorporated by reference  in
the  Prospectus relating to the Insurer or the Financial Guaranty
Insurance Policy.

     We  are  members  of the New York Bar, and this  opinion  is
limited  to  the  laws  of the States of New  York,  Mississippi,
Wyoming and Arkansas and the United States of America.  As to all
matters  of Mississippi and Wyoming law, we have relied upon  the
opinion  of  even date herewith addressed to you by  Wise  Carter
Child  & Caraway, Professional Association, and as to all matters
of  Arkansas  law, we have relied upon the opinion of  even  date
herewith  addressed  to  you and Wise  Carter  Child  &  Caraway,
Professional  Association,  by Friday,  Eldredge  &  Clark,  LLP,
special  counsel to the Company.  We have not examined  into  and
are  not  passing upon matters relating to incorporation  of  the
Company,  titles  to  property, franchises or  the  lien  of  the
Mortgage.

     The  opinion set forth above is solely for your  benefit  in
connection  with the Underwriting Agreement and the  transactions
contemplated  thereunder, and it may not be relied  upon  in  any
manner by any other person or for any other purpose, without  our
prior  written consent, except that Wise Carter Child &  Caraway,
Professional  Association, may rely on this  opinion  as  to  all
matters of New York law in rendering their opinion required to be
delivered under the Underwriting Agreement.


                                   Very truly yours,



                                   THELEN REID & PRIEST LLP

<PAGE>

                                                        EXHIBIT D


             [Letterhead of Pillsbury Winthrop LLP]



                                                 October __, 2002


Morgan Stanley & Co.
Incorporated
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
Wachovia Securities, Inc.

c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Ladies and Gentlemen:

     We  have  acted  as counsel for the several underwriters  of
$75,000,000  aggregate principal amount of First Mortgage  Bonds,
6%  Series due November 1, 2032 (the "Bonds"), issued by  Entergy
Mississippi,  Inc.,  a Mississippi corporation  (the  "Company"),
under  the  Company's Mortgage and Deed of  Trust,  dated  as  of
February 1, 1988, with The Bank of New York (successor to Bank of
Montreal  Trust  Company), as Corporate Trustee  (the  "Corporate
Trustee"),  and  Stephen  J. Giurlando (successor  to  Z.  George
Klodnicki), as Co-Trustee, as heretofore amended and supplemented
by  all  indentures amendatory thereof and supplemental  thereto,
and  as  it  will  be  further amended and  supplemented  by  the
Seventeenth Supplemental Indenture, dated as of October  1,  2002
(the  Mortgage  and Deed of Trust as so amended and  supplemented
being hereinafter referred to as the "Mortgage"), pursuant to the
Underwriting  Agreement  between you and  the  Company  effective
October  16,  2002  (the "Underwriting Agreement").   Capitalized
terms  used  herein and not otherwise defined have  the  meanings
ascribed to such terms in the Underwriting Agreement.

     We are members of the New York Bar and, for purposes of this
opinion, do not hold ourselves out as experts on the laws of  any
jurisdiction  other  than the State of New York  and  the  United
States  of  America.   We have, with your  consent,  relied  upon
opinions  of even date herewith addressed to the Underwriters  by
Friday, Eldredge & Clark, LLP, counsel for the Company, as to all
matters  of  Arkansas  law related to this opinion  and  by  Wise
Carter  Child  &  Caraway, Professional Association,  as  to  all
matters  of Mississippi and Wyoming law related to this  opinion.
We  have  also reviewed said opinions, and believe that they  are
satisfactory.  We have also reviewed the opinion of Thelen Reid &
Priest   LLP   required  by  Section  7(d)  of  the  Underwriting
Agreement, and we believe said opinion to be satisfactory.

     We  have  reviewed, and have relied as to  matters  of  fact
material to this opinion upon, the documents delivered to you  at
the  closing of the transactions contemplated by the Underwriting
Agreement,  and  we have reviewed such other documents  and  have
satisfied  ourselves as to such other matters as we  have  deemed
necessary  in order to enable us to render this opinion.   As  to
such  matters  of fact material to this opinion, we  have  relied
upon  representations and certifications of the Company  in  such
documents  and in the Underwriting Agreement, and upon statements
in  the  Registration Statement.  In such review, we have assumed
the   genuineness  of  all  signatures,  the  conformity  to  the
originals  of  the  documents submitted to  us  as  certified  or
photostatic  copies, the authenticity of the  originals  of  such
documents and all documents submitted to us as originals and  the
correctness  of  all  statements of fact contained  in  all  such
original  documents.   We  have not examined  the  Bonds,  except
specimens thereof, and we have relied upon a certificate  of  the
Corporate  Trustee as to the authentication and delivery  thereof
and  as  to  the  authorization, execution and  delivery  of  the
Supplemental Indenture.  We have not examined, and are expressing
no  opinion or belief as to matters relating to, incorporation of
the  Company, titles to property, franchises, the lien  purported
to be created by the Mortgage or the recordation or perfection of
such lien.

     Subject  to the foregoing and to the further exceptions  and
qualifications set forth below, we are of the opinion that:

          (1)   The Mortgage has been duly and validly authorized
     by  all  necessary  corporate action  on  the  part  of  the
     Company, has been duly and validly executed and delivered by
     the Company, and is a legal, valid and binding instrument of
     the  Company  enforceable against the Company in  accordance
     with its terms, except as may be limited by (i) the laws  of
     the  States of Mississippi, Arkansas and Wyoming, where  the
     property  covered thereby is located, affecting the remedies
     for the enforcement of the security purported to be provided
     for   therein,   (ii)  bankruptcy,  insolvency,   fraudulent
     conveyance,  reorganization or other similar laws  affecting
     enforcement of mortgagees' and other creditors'  rights  and
     general  equitable  principles  (whether  considered  in   a
     proceeding  in  equity  or at law),  and  (iii)  an  implied
     covenant  of  reasonableness, good faith and  fair  dealing;
     and, to the best of our knowledge, the Mortgage is qualified
     under  the Trust Indenture Act and no proceedings to suspend
     such qualification have been instituted or threatened by the
     Commission.

          (2)  The Bonds have been duly and validly authorized by
     all  necessary corporate action on the part of  the  Company
     and  are legal, valid and binding obligations of the Company
     enforceable  against  the Company in accordance  with  their
     terms,  except as may be limited by bankruptcy,  insolvency,
     fraudulent conveyance, reorganization or other similar  laws
     affecting  enforcement of mortgagees' and  other  creditors'
     rights  and general equitable principles (whether considered
     in  a  proceeding  in equity or at law) and  by  an  implied
     covenant of reasonableness, good faith and fair dealing  and
     are entitled to the benefit of the security purported to  be
     afforded by the Mortgage.

          (3)   The  statements made in the Prospectus under  the
     captions  "Description  of  the First  Mortgage  Bonds"  and
     "Description  of  the Bonds," insofar  as  they  purport  to
     constitute  summaries of the documents referred to  therein,
     constitute accurate summaries of the terms of such documents
     in all material respects.

          (4)    The   Underwriting  Agreement  has   been   duly
     authorized, executed and delivered by the Company.

          (5)   An  appropriate  order has been  entered  by  the
     Commission  under the Holding Company Act,  authorizing  the
     issuance  and sale of the Bonds by the Company, and  to  the
     best  of  our  knowledge, such order is in  full  force  and
     effect;  and no further approval, authorization, consent  or
     other  order of any governmental body (other than under  the
     Securities Act or the Trust Indenture Act which, to the best
     of  our  knowledge, has been duly obtained, or in connection
     or  compliance with the provisions of the securities or blue
     sky  laws of any jurisdiction) is legally required to permit
     the  issuance and sale of the Bonds by the Company  pursuant
     to the Underwriting Agreement.

          (6)  Except in each case as to the financial statements
     and   other  financial  or  statistical  data  included   or
     incorporated  by  reference therein, upon which  we  do  not
     pass, the Registration Statement, at the Effective Date, and
     the Prospectus, at the time it was filed with the Commission
     pursuant to Rule 424(b), complied as to form in all material
     respects  with the applicable requirements of the Securities
     Act   and   (except  with  respect  to  the  Statements   of
     Eligibility, upon which we do not pass) the Trust  Indenture
     Act,  and the applicable instructions, rules and regulations
     of   the   Commission  thereunder  or   pursuant   to   said
     instructions,  rules and regulations are  deemed  to  comply
     therewith; with respect to the documents or portions thereof
     filed with the Commission pursuant to the Exchange Act,  and
     incorporated  or deemed to be incorporated by  reference  in
     the  Prospectus  pursuant  to Item  12  of  Form  S-3,  such
     documents  or portions thereof, on the date filed  with  the
     Commission,  complied  as to form in all  material  respects
     with the applicable provisions of the Exchange Act, and  the
     applicable  instructions,  rules  and  regulations  of   the
     Commission  thereunder  or pursuant  to  said  instructions,
     rules  and regulations are deemed to comply therewith;  and,
     to the best of our knowledge, the Registration Statement has
     become,  and  on  the  date hereof is, effective  under  the
     Securities   Act   and   no  stop   order   suspending   the
     effectiveness of the Registration Statement has been  issued
     and   no  proceedings  for  that  purpose  are  pending   or
     threatened under Section 8(d) of the Securities Act.

     In  passing upon the form of the Registration Statement  and
the   form   of  the  Prospectus,  we  necessarily   assume   the
correctness, completeness and fairness of the statements made  by
the Company and information included or incorporated by reference
in  the  Registration Statement and the Prospectus  and  take  no
responsibility therefor, except insofar as such statements relate
to  us  and  as set forth in paragraph (3) above.  In  connection
with the preparation by the Company of the Registration Statement
and   the  Prospectus,  we  have  had  discussions  with  certain
officers,  employees  and  representatives  of  the  Company  and
Entergy  Services, Inc., with counsel for the Company, with  your
representatives   and  with  the  independent  certified   public
accountants  of the Company who audited certain of the  financial
statements   included  or  incorporated  by  reference   in   the
Registration  Statement and the Prospectus.  Our  review  of  the
Registration Statement and the Prospectus and the above-mentioned
discussions did not disclose to us any information that gives  us
reason  to  believe  that  the  Registration  Statement,  at  the
Effective Date, contained an untrue statement of a material  fact
or omitted to state a material fact required to be stated therein
or  necessary  to make the statements therein not  misleading  or
that  the  Prospectus,  at  the time filed  with  the  Commission
pursuant  to  Rule  424(b) and at the date hereof,  contained  or
contains  any untrue statement of a material fact or  omitted  or
omits  to  state a material fact necessary in order to  make  the
statements therein, in the light of the circumstances under which
they were made, not misleading.  We do not express any opinion or
belief  as to (i) the financial statements or other financial  or
statistical  data  included or incorporated by reference  in  the
Registration Statement or the Prospectus, (ii) the Statements  of
Eligibility or (iii) the information contained or incorporated by
reference  in  the  Prospectus relating to  the  Insurer  or  the
Financial Guaranty Insurance Policy.

     With respect to the opinions set forth in paragraphs (1) and
(2)  above, we call your attention to the fact that Section  9.08
of  the  Mortgage provides that the Company will promptly  record
and  file the Supplemental Indenture in such manner and  in  such
places, as may be required by law in order to fully preserve  and
protect  the  security of the bondholders and all rights  of  the
Corporate Trustee.

     This  opinion is solely for your benefit in connection  with
the  Underwriting  Agreement  and the  transactions  contemplated
thereunder and may not be relied upon in any manner by any  other
person  or  for  any  other purpose, without  our  prior  written
consent.


                              Very truly yours,



                              PILLSBURY WINTHROP LLP

<PAGE>

                                                        EXHIBIT E





            ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
   PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT
         FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
                       REFERRED TO THEREIN




Caption                       Page      Item

Annual Report on Form 10-
K  for  the  year  ended
December 31, 2001

"SELECTED FINANCIAL DATA      140       The   amounts  of   electric
- - FIVE-YEAR COMPARISON"                 operating    revenues    (by
                                        source) for the twelve month
                                        periods  ended December  31,
                                        2001, 2000 and 1999

Quarterly Report on Form
10-Q for the quarterly
period ended
March 31, 2002

"SELECTED OPERATING            52       The   amounts  of   electric
RESULTS"                                operating    revenues    (by
                                        source) for the three  month
                                        periods ended March 31, 2002
                                        and 2001

Quarterly Report on Form
10-Q for the quarterly
period ended
June 30, 2002

"SELECTED OPERATING            60       The   amounts  of   electric
RESULTS"                                operating    revenues    (by
                                        source)  for the  three  and
                                        six month periods ended June
                                        30, 2002 and 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>6
<FILENAME>a20102f1b.txt
<TEXT>



                                                   Exhibit F-1(b)



           [LETTERHEAD OF WISE CARTER CHILD & CARAWAY]


                        October 31, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

       With  respect  to  (1)  the  Application-Declaration  (the
"Application-Declaration") on Form U-1, as amended (File No.  70-
9757),  filed  by Entergy Mississippi, Inc. (the "Company")  with
the  Securities and Exchange Commission (the "Commission")  under
the  Public  Utility  Holding Company Act of  1935,  as  amended,
contemplating, among other things, the issuance and sale  by  the
Company of one or more new series of the Company's First Mortgage
Bonds;  (2) the Commission's orders dated December 26, 2000,  and
October   1,   2002  (together,  the  "Orders")  permitting   the
Application-Declaration,  as amended, to  become  effective  with
respect  to  the issuance and sale of said First Mortgage  Bonds;
and (3) the issuance and sale by the Company on October 22, 2002,
of  $75,000,000  in  aggregate  principal  amount  of  its  First
Mortgage Bonds, 6% Series due November 1, 2032 (the "Bonds"),  we
advise you that in our opinion:

          (a)    the   Company  is  a  corporation   duly
     organized and validly existing under the laws of the
     State of Mississippi;

          (b)   the  issuance and sale of the Bonds  have
     been consummated in accordance with the Application-
     Declaration, as amended, and the Orders;

          (c)    all  state  laws  that  relate  or   are
     applicable  to the issuance and sale  of  the  Bonds
     (other  than  so-called "blue sky" or similar  laws,
     with  respect  to which we express no opinion)  have
     been complied with;

          (d)    the   Bonds   are  valid   and   binding
     obligations of the Company in accordance with  their
     terms,  except  as  may  be  limited  by  applicable
     bankruptcy,   insolvency,   fraudulent   conveyance,
     reorganization  or  other  similar  laws   affecting
     enforcement  of  mortgagees'  and  other  creditors'
     rights  and by general equitable principles (whether
     considered in a proceeding in equity or at law); and

          (e)   the consummation of the issuance and sale
     of  the  Bonds has not violated the legal rights  of
     the holders of any securities issued by the Company.


     We  are members of the Mississippi Bar and, for purposes  of
this opinion, do not hold ourselves out as experts on the laws of
any  other state.  In giving this opinion, we have relied, as  to
all matters governed by the laws of New York, upon the opinion of
Thelen Reid & Priest LLP New York counsel for the Company,  which
is  to be filed as an exhibit to the Certificate pursuant to Rule
24.


     Our consent is hereby given to the use of this opinion as an
exhibit to the Certificate pursuant to Rule 24.


                              Very truly yours,


                              WISE CARTER CHILD & CARAWAY,
               			Professional Association


                              By: /s/ Betty Toon Collins
				    Betty Toon Collins




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>a20102f2b.txt
<TEXT>
						   Exhibit F-2(b)



                                                 October 31, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

          With  respect  to (1) the Application-Declaration  (the
"Application-Declaration") on Form U-1, as amended (File No.  70-
9757),  filed  by Entergy Mississippi, Inc. (the "Company")  with
the  Securities and Exchange Commission (the "Commission")  under
the  Public  Utility  Holding Company Act of  1935,  as  amended,
contemplating, among other things, the issuance and sale  by  the
Company, by negotiated public offering, of one or more new series
of  the  Company's  First Mortgage Bonds;  (2)  the  Commission's
orders dated December 26, 2000 and October 1, 2002 (the "Orders")
permitting  the  Application-Declaration, as amended,  to  become
effective  with respect to the issuance and sale of  said  Bonds;
and  (3) the issuance and sale by the Company on October 22, 2002
of  $75,000,000  in  aggregate  principal  amount  of  its  First
Mortgage Bonds, 6% Series due November 1, 2032 (the "Bonds"),  we
advise you that in our opinion:

          (a)    the   Company  is  a  corporation   duly
     organized and validly existing under the laws of the
     State of Mississippi;

          (b)   the  issuance and sale of the Bonds  have
     been consummated in accordance with the Application-
     Declaration, as amended, and the Orders;

          (c)    all  state  laws  that  relate  or   are
     applicable  to the issuance and sale  of  the  Bonds
     (other  than  so-called "blue sky" or similar  laws,
     with  respect  to which we express no opinion)  have
     been complied with;

          (d)    the   Bonds   are  valid   and   binding
     obligations of the Company in accordance with  their
     terms,  except  as  may  be  limited  by  applicable
     bankruptcy,   insolvency,   fraudulent   conveyance,
     reorganization  or  other  similar  laws   affecting
     enforcement  of  mortgagees'  and  other  creditors'
     rights  and by general equitable principles (whether
     considered in a proceeding in equity or at law); and

          (e)   the consummation of the issuance and sale
     of  the  Bonds has not violated the legal rights  of
     the  holders of any securities issued by the Company
     or any associate company thereof.


          We are members of the New York Bar, and this opinion is
limited to the laws of the States of New York and Mississippi and
the  United States of America.  In giving this opinion,  we  have
relied,  as  to  all matters governed by the laws  of  any  other
state,   upon  the  opinion  of  Wise  Carter  Child  &  Caraway,
Professional Association, Jackson, Mississippi, counsel  for  the
Company,  which  is to be filed as an exhibit to the  Certificate
pursuant to Rule 24.

          Our  consent is hereby given to the use of this opinion
as an exhibit to the Certificate pursuant to Rule 24.

                              Very truly yours,


                              /s/ Thelen Reid & Priest LLP


                              THELEN REID & PRIEST LLP




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