<DOCUMENT>
<TYPE>EX-1
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                                                   Exhibit B-2(c)


                    Entergy Mississippi, Inc.

                          $100,000,000
                      First Mortgage Bonds,
                7.25% Series due December 1, 2032


                     UNDERWRITING AGREEMENT

                                                November 18, 2002


Salomon Smith Barney Inc.
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
McDonald Investments Inc., a KeyCorp Company
Morgan Keegan & Company, Inc.
RBC Dain Rauscher Inc.

c/o  Salomon Smith Barney Inc.
     388 Greenwich Street
     New York, New York 10013

     Wachovia Securities, Inc.
     301 South College Street
     TW-8, NC064
     Charlotte, North Carolina  28288-0604

     as representatives of the several underwriters
     set forth in Schedule I attached hereto

     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  Salomon  Smith
Barney   Inc.  and  Wachovia  Securities,  Inc.  are  acting   as
representatives, an aggregate of $100,000,000 principal amount of
the Company's First Mortgage Bonds, 7.25% Series due December  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  Eighteenth
Supplemental  Indenture,  dated  as  of  November  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.

     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")
     ($395,000,000 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,  875  Third
Avenue,  New  York, New York, at 10:00 A.M., New  York  time,  on
November  22,  2002, or at such other time on the  same  or  such
other  day  as  shall be agreed upon by the Company  and  Salomon
Smith   Barney   Inc.   and   Wachovia   Securities,   Inc.,   as
representatives 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  Salomon  Smith  Barney  Inc.  and
     Wachovia  Securities,  Inc.,  as  representatives   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 listing of  the  Bonds
     on  the  New  York  Stock Exchange (the  "NYSE")  and  (vii)
     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 Salomon Smith Barney Inc.  and
     Wachovia  Securities,  Inc.,  as  representatives   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 at least Baa2 from  Moody's  Investors
     Service,  Inc.  and  at least BBB+ 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, 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)   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 Salomon  Smith
Barney  Inc. and Wachovia Securities, Inc. as representatives  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 Salomon  Smith
Barney Inc. and Wachovia Securities, Inc., as representatives  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 Salomon Smith Barney Inc. and Wachovia
Securities,  Inc.,  as  representatives 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 Salomon Smith Barney  Inc.  and  Wachovia
Securities,   Inc.,  as  representatives  of  the   Underwriters,
impracticable  to market the Bonds.  This Underwriting  Agreement
shall  also  be  subject to termination, upon notice  by  Salomon
Smith   Barney   Inc.   and   Wachovia   Securities,   Inc.,   as
representatives of the Underwriters, as provided  above,  if,  in
the   judgment   of  Salomon  Smith  Barney  Inc.  and   Wachovia
Securities,  Inc.,  as representatives 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  Salomon Smith Barney Inc. and Wachovia Securities,  Inc.,  as
representatives  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 Salomon Smith Barney Inc. and Wachovia  Securities,
Inc.,  as  representatives of the Underwriters, at the  addresses
set  forth at the beginning of this Underwriting Agreement to the
attention  of Howard Hiller, in the case of Salomon Smith  Barney
Inc.,  and  Investment Grade Syndicate, in the case  of  Wachovia
Securities,  Inc.  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.


Salomon Smith Barney Inc.
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
McDonald Investments Inc., a KeyCorp Company
Morgan Keegan & Company, Inc.
RBC Dain Rauscher Inc.


By: Salomon Smith Barney Inc.



By:/s/ Damien Mitchell
  Name: Damien Mitchell
  Title: Vice President

By: Wachovia Securities, Inc.



By:/s/ James T. Williams, Jr.
  Name: James T. Williams, Jr.
  Title: Director

As representatives of the several underwriters
set forth in Schedule I attached hereto

<PAGE>

                           SCHEDULE I


                    Entergy Mississippi, Inc.
               $100,000,000 First Mortgage Bonds,
                7.25% Series due December 1, 2032




        Name of Underwriters                Principal
                                         Amount of Bonds
Salomon Smith Barney Inc.                  $27,625,000
Wachovia Securities, Inc.                   27,625,000
Banc One Capital Markets, Inc.               5,000,000
Deutsche Bank Securities Inc.                5,000,000
Lehman Brothers Inc.                         5,000,000
McDonald Investments Inc., a KeyCorp Company 5,000,000
Morgan Keegan & Company, Inc.                5,000,000
RBC Dain Rauscher Inc.                       5,000,000
A.G. Edwards & Sons, Inc.                      750,000
Banc of America Securities LLC                 750,000
Bear, Stearns & Co. Inc.                       750,000
H&R BLOCK Financial Advisors, Inc.             750,000
Legg Mason Wood Walker, Incorporated           750,000
Prudential Securities Incorporated             750,000
Quick & Reilly, Inc.                           750,000
Raymond James & Associates, Inc.               750,000
Charles Schwab & Co., Inc.                     750,000
Stephens Inc.                                  750,000
TD Waterhouse Investor Services, Inc.          750,000
U.S. Bancorp Piper Jaffray Inc.                750,000
Wells Fargo Van Kasper LLC                     750,000
ABN AMRO Incorporated                          250,000
Advest, Inc.                                   250,000
BB&T Capital Markets, Inc.                     250,000
CIBC World Markets Corp.                       250,000
C.L. King & Associates, Inc.                   250,000
D.A. Davidson & Co.                            250,000
Davenport & Company LLC                        250,000
Doley Securities, Inc.                         250,000
Fahenstock & Co. Inc.                          250,000
Ferris, Baker Watts, Incorporated              250,000
J.J.B. Hilliard, W.L. Lyons, Inc.              250,000
Janney Montgomery Scott LLC                    250,000
Mesirow Financial, Inc.                        250,000
NatCity Investments, Inc.                      250,000
Pershing/ a Division of Donaldson, Lufkin &    250,000
  Jenrette
Robert W. Baird & Co. Incorporated             250,000
Ryan, Beck & Co. LLC                           250,000
Southwest Securities, Inc.                     250,000
Stifel, Nicolaus & Company Incorporated        250,000
Utendahl Capital Partners, L.P.                250,000

                TOTAL                     $100,000,000


<PAGE>

                                                        EXHIBIT A





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





                                                November __, 2002



Salomon Smith Barney Inc.
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
McDonald Investments Inc., a KeyCorp Company
Morgan Keegan & Company, Inc.
RBC Dain Rauscher Inc.

c/o  Salomon Smith Barney Inc.
     388 Greenwich Street
     New York, New York 10013

     Wachovia Securities, Inc.
     301 South College Street
     TW-8, NC064
     Charlotte, North Carolina  28288-0604

     as representatives of the several underwriters
     set forth in Schedule I to the below-referenced
     Underwriting Agreement (the "Underwriters")

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  the  Underwriters,  pursuant   to   the
Underwriting   Agreement  effective  November   18,   2002   (the
"Underwriting   Agreement"),  between   the   Company   and   the
Underwriters, of $100,000,000 aggregate principal amount  of  its
First  Mortgage  Bonds, 7.25% Series due December  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 Eighteenth Supplemental Indenture,  dated  as
of  November 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  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 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,  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 by the Company 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,
or  (iii)  the information contained in the Prospectus under  the
caption "Book-Entry Only Securities".

     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 the benefit of the
Underwriters  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]



                                                November __, 2002


Salomon Smith Barney Inc.
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
McDonald Investments Inc., a KeyCorp Company
Morgan Keegan & Company, Inc.
RBC Dain Rauscher Inc.

c/o  Salomon Smith Barney Inc.
     388 Greenwich Street
     New York, New York 10013

     Wachovia Securities, Inc.
     301 South College Street
     TW-8, NC064
     Charlotte, North Carolina  28288-0604

     as representatives of the several underwriters
     set forth in Schedule I to the below-referenced
     Underwriting Agreement (the "Underwriters")

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 November 18,  2002  between
the  Company and the Underwriters (the "Underwriting Agreement"),
of  $100,000,000 aggregate principal amount of its First Mortgage
Bonds,  7.25%  Series due December 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  Eighteenth   Supplemental
Indenture,  dated  as  of  November 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 the benefit of the
Underwriters  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]



                                                November __, 2002
Salomon Smith Barney Inc.
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
McDonald Investments Inc., a KeyCorp Company
Morgan Keegan & Company, Inc.
RBC Dain Rauscher Inc.

c/o  Salomon Smith Barney Inc.
     388 Greenwich Street
     New York, New York 10013

     Wachovia Securities, Inc.
     301 South College Street
     TW-8, NC064
     Charlotte, North Carolina  28288-0604

     as representatives of the several underwriters
     set forth in Schedule I to the below-referenced
     Underwriting Agreement (the "Underwriters")

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  the
Underwriters  pursuant to the Underwriting  Agreement,  effective
November  18,  2002 (the "Underwriting Agreement"),  between  the
Company and the Underwriters, of $100,000,000 aggregate principal
amount of its First Mortgage Bonds, 7.25% Series due December  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 Eighteenth Supplemental Indenture,  dated  as
of  November 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 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 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, 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 by  the  Company
     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 or (iii) the information contained
in the Prospectus under the caption "Book-Entry Only Securities".

     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   expressing  an  opinion  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 the benefit of the
Underwriters  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]



                                                November __, 2002


Salomon Smith Barney Inc.
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
McDonald Investments Inc., a KeyCorp Company
Morgan Keegan & Company, Inc.
RBC Dain Rauscher Inc.

c/o  Salomon Smith Barney Inc.
     388 Greenwich Street
     New York, New York 10013

     Wachovia Securities, Inc.
     301 South College Street
     TW-8, NC064
     Charlotte, North Carolina  28288-0604

     as representatives of the several underwriters
     set forth in Schedule I to the below-referenced
     Underwriting Agreement (the "Underwriters")

Ladies and Gentlemen:

     We  have  acted  as counsel for the several Underwriters  of
$100,000,000 aggregate principal amount of First Mortgage  Bonds,
7.25%  Series  due  December 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 Eighteenth Supplemental Indenture,  dated  as
of November 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  the
Underwriters  and the Company effective November  18,  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)   Appropriate  orders  have  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 orders are 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 by the Company 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 or (ii) the  Statements
of Eligibility.

     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 the benefit of the Underwriters
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

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

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



</TEXT>
</DOCUMENT>
