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                                                   Exhibit B-2(d)


                    Entergy Mississippi, Inc.


                          $100,000,000
                      First Mortgage Bonds,
                5.15% Series due February 1, 2013


                     UNDERWRITING AGREEMENT

                                                 January 27, 2003


BNY Capital Markets, Inc.
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
The Williams Capital Group, L.P.

c/o  BNY Capital Markets, Inc.
     One Wall Street
     New York, New York 10286

     J.P. Morgan Securities Inc.
     270 Park Avenue
     New York, New York 10017

     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  BNY  Capital
Markets,  Inc.  and  J.P. Morgan Securities Inc.  are  acting  as
representatives, an aggregate of $100,000,000 principal amount of
the Company's First Mortgage Bonds, 5.15% Series due February  1,
2013 (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 99.249%  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
Nineteenth  Supplemental Indenture, dated as of January  1,  2003
(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") ($295,000,000 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 (x) 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; and (y) disclosure controls and procedures (as
defined in Rule 13a-14(c) under 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
January 31, 2003, or at such other time on the same or such other
day  as  shall  be  agreed upon by the Company  and  BNY  Capital
Markets, Inc. and J.P. Morgan 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 BNY Capital Markets, Inc. and J.P. Morgan 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 BNY Capital Markets, Inc. and J.P. Morgan
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.

     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  BNY  Capital
Markets,  Inc. and J.P. Morgan 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 BNY Capital Markets, Inc.  and
J.P.   Morgan   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 BNY Capital Markets,  Inc.  and  J.P.
Morgan  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 BNY Capital Markets, Inc. and J.P.  Morgan
Securities   Inc.,   as  representatives  of  the   Underwriters,
impracticable  to market the Bonds.  This Underwriting  Agreement
shall  also be subject to termination, upon notice by BNY Capital
Markets, Inc. and J.P. Morgan Securities Inc., as representatives
of  the  Underwriters, as provided above, if, in the judgment  of
BNY  Capital  Markets, Inc. and J.P. Morgan 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 BNY Capital Markets,  Inc.
and  J.P.  Morgan  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 BNY Capital
Markets, Inc. and J.P. Morgan Securities Inc., as representatives
of  the Underwriters, at the addresses set forth at the beginning
of  this  Underwriting  Agreement  to  the  attention  of  Daniel
Klinger,  Vice  President, in the case of  BNY  Capital  Markets,
Inc., and Investment Grade Syndicate Desk, 8th Floor, (212)  834-
4533  (phone),  (212) 834-6081 (fax) in the case of  J.P.  Morgan
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.

BNY Capital Markets, Inc.
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
The Williams Capital Group, L.P.

By:  BNY Capital Markets, Inc.


By:/s/ Daniel Klinger
  Name: Daniel Klinger
  Title: Vice President


By:  J.P. Morgan Securities Inc.



By:/s/ Jose C. Padilla
  Name:     Jose C. Padilla
  Title:    Vice President


<PAGE>
                           SCHEDULE I


                    Entergy Mississippi, Inc.
               $100,000,000 First Mortgage Bonds,
                5.15% Series due February 1, 2013


        Name of Underwriters                Principal
                                         Amount of Bonds


BNY Capital Markets, Inc.                 $43,000,000
J.P. Morgan Securities Inc.                43,000,000
Scotia Capital (USA) Inc.                   7,000,000
The Williams Capital Group, L.P.            7,000,000
                                         ------------
                TOTAL                    $100,000,000
                                         ============

<PAGE>
                                          EXHIBIT A



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




                                                January ___, 2003


BNY Capital Markets, Inc.
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
The Williams Capital Group, L.P.

c/o  BNY Capital Markets, Inc.
     One Wall Street
     New York, New York 10286

     J.P. Morgan Securities Inc.
     270 Park Avenue
     New York, New York 10017

     Ladies and Gentlemen:

     We, together with Thelen Reid & Priest LLP, of New York, New
York, and Friday, Eldredge & Clark, LLP of Little Rock, Arkansas,
have   acted  as  counsel  for  Entergy  Mississippi,   Inc.,   a
Mississippi corporation (the "Company"), in connection  with  the
issuance  and sale to you, pursuant to the Underwriting Agreement
effective   January  27,  2003  (the  "Underwriting  Agreement"),
between  the Company and you, of $100,000,000 aggregate principal
amount of its First Mortgage Bonds, 5.15% Series due February  1,
2013 (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 Nineteenth Supplemental Indenture,  dated  as
of  January 1, 2003 (the "Supplemental Indenture") (the  Mortgage
and   Deed  of  Trust  as  so  amended  and  supplemented   being
hereinafter  referred  to as the "Mortgage").   This  opinion  is
rendered to you at the request of the Company.  Capitalized terms
used  herein and not otherwise defined have the meanings ascribed
to such terms in the Underwriting Agreement.

     In our capacity as such counsel, we have either participated
in the preparation of or have examined and are familiar with: (a)
the  Company's Amended and Restated Articles of Incorporation and
By-laws,  (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  of  the
documents,  instruments,  agreements,  records  and  certificates
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  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  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 Amended  and
     Restated Articles of Incorporation or By-laws, (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  you  of Friday, Eldredge & Clark, LLP, in the case of Wyoming
law, upon correspondence and consultation with attorneys licensed
in  Wyoming and, in the case of New York law, upon the opinion of
even date herewith addressed to you of Thelen Reid & Priest LLP.

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

                              Very truly yours,


<PAGE>
                                                        EXHIBIT B



          [Letterhead of Friday, Eldredge & Clark, LLP]

                                                January ___, 2003


BNY Capital Markets, Inc.
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
The Williams Capital Group, L.P.

c/o  BNY Capital Markets, Inc.
     One Wall Street
     New York, New York 10286

     J.P. Morgan Securities Inc.
     270 Park Avenue
     New York, New York 10017

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,  pursuant   to   the
Underwriting  Agreement effective January 27,  2003  between  the
Company and you (the "Underwriting Agreement"), by the Company of
$100,000,000  aggregate principal amount of  its  First  Mortgage
Bonds,  5.15%  Series due February 1, 2013 (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  Nineteenth   Supplemental
Indenture,  dated  as  of  January  1,  2003  (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 you at the request of the Company.  Capitalized terms
used  herein and not otherwise defined have the meanings ascribed
to such terms in the Underwriting Agreement.

     In  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)  limited
title searches performed by Independence County Abstract Company,
Inc., covering the period from September 10, 1981 to [  ]; (b)  a
review  by  Independence County Abstract  Company,  Inc.  of  the
Grantor/Grantee indices of volumes in the real estate records  of
Independence County, Arkansas, in which transactions  that  would
affect the Company's title to its property located in such County
would  be  recorded;  (c)  a  review of  the  Plaintiff/Defendant
indices  of  official records of the Circuit Court  and  Chancery
Court  of Independence County, Arkansas, and of the United States
District Court for the Eastern District of the State of Arkansas,
in each case for civil suits currently pending therein; and (d) a
certificate  of the Secretary of State of the State  of  Arkansas
reflecting  the results of a search of the records maintained  by
such official pursuant to Act 375 of the Acts of Arkansas of 1965
(the Arkansas Transmitting Utility Act).

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

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

                              Sincerely,


                              FRIDAY, ELDREDGE & CLARK, LLP

<PAGE>

                                                        EXHIBIT C



            [Letterhead of Thelen Reid & Priest LLP]

                                                January ___, 2003


BNY Capital Markets, Inc.
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
The Williams Capital Group, L.P.

c/o  BNY Capital Markets, Inc.
     One Wall Street
     New York, New York 10286

     J.P. Morgan Securities Inc.
     270 Park Avenue
     New York, New York 10017

Ladies and Gentlemen:

     We,  together  with Friday, Eldredge & Clark, LLP  and  Wise
Carter  Child & Caraway, Professional Association, have acted  as
counsel  for Entergy Mississippi, Inc., a Mississippi corporation
(the "Company"), in connection with the issuance and sale to  you
pursuant  to  the Underwriting Agreement, effective  January  27,
2003 (the "Underwriting Agreement"), between the Company and you,
of  $100,000,000 aggregate principal amount of its First Mortgage
Bonds,  5.15%  Series due February 1, 2013 (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
Nineteenth  Supplemental Indenture, dated as of January  1,  2003
(the "Supplemental Indenture") (the Mortgage and Deed of Trust as
so  amended and supplemented being hereinafter referred to as the
"Mortgage").   This  opinion is being  rendered  to  you  at  the
request  of the Company.  Capitalized terms used herein  and  not
otherwise defined have the meanings ascribed to such terms in the
Underwriting Agreement.

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

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

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

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

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

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

          (5)   Except as to the financial statements  and  other
     financial  or  statistical data included or incorporated  by
     reference therein, 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 your  benefit  in
connection  with the Underwriting Agreement and the  transactions
contemplated  thereunder, and it may not be relied  upon  in  any
manner by any other person or for any other purpose, without  our
prior  written consent, except that Wise Carter Child &  Caraway,
Professional  Association, may rely on this  opinion  as  to  all
matters of New York law in rendering their opinion required to be
delivered under the Underwriting Agreement.


                              Very truly yours,


                              THELEN REID & PRIEST LLP

<PAGE>
                                                        EXHIBIT D



             [Letterhead of Pillsbury Winthrop LLP]

                                                January ___, 2003


BNY Capital Markets, Inc.
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
The Williams Capital Group, L.P.

c/o  BNY Capital Markets, Inc.
     One Wall Street
     New York, New York 10286

     J.P. Morgan Securities Inc.
     270 Park Avenue
     New York, New York 10017

Ladies and Gentlemen:

     We  have  acted  as counsel for the several Underwriters  of
$100,000,000 aggregate principal amount of First Mortgage  Bonds,
5.15%  Series  due  February 1, 2013  (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 Nineteenth Supplemental Indenture,  dated  as
of  January 1, 2003 (the Mortgage and Deed of Trust as so amended
and   supplemented   being  hereinafter  referred   to   as   the
"Mortgage"), pursuant to the Underwriting Agreement  between  you
and  the  Company  effective January 27, 2003 (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  you  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 your benefit in connection  with
the  Underwriting  Agreement  and the  transactions  contemplated
thereunder and may not be relied upon in any manner by any  other
person  or  for  any  other purpose, without  our  prior  written
consent.


                              Very truly yours,


                              PILLSBURY WINTHROP LLP

<PAGE>
                                                        EXHIBIT E



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


Caption                  Page      Item

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

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

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

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

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

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

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

"SELECTED OPERATING      70        The   amounts  of   electric
RESULTS"                           operating    revenues    (by
                                   source)  for the  three  and
                                   nine   month  periods  ended
                                   September 30, 2002 and 2001



</TEXT>
</DOCUMENT>
