<DOCUMENT>
<TYPE>35-CERT
<SEQUENCE>1
<FILENAME>a22302.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 November 22, 2002, the Company issued and sold,  by
negotiated  public  offering, severally to the  underwriters  set
forth  in Schedule I attached to the Underwriting Agreement dated
November  18, 2002 (the "Underwriting Agreement"), among  Salomon
Smith   Barney   Inc.   and   Wachovia   Securities,   Inc.,   as
representatives  of  such  underwriters,  and  the   Company   an
aggregate of $100,000,000 principal amount of the Company's First
Mortgage  Bonds, 7.25% Series due December 1, 2032 (the "Bonds"),
issued pursuant to the Eighteenth Supplemental Indenture dated as
of  November  1, 2002 (the "Eighteenth 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 Eighteenth Supplemental Indenture
established the terms of the Bonds.

          Attached hereto and incorporated by reference are:

          Exhibit A-2(c) - Conformed copy of the  Eighteenth
                           Supplemental Indenture.

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

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

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

          Exhibit F-2(c) - 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 2nd day of December, 2002.


                                 ENTERGY MISSISSIPPI, INC.



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



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</DOCUMENT>
