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<SEC-DOCUMENT>0000065984-06-000130.txt : 20060323
<SEC-HEADER>0000065984-06-000130.hdr.sgml : 20060323
<ACCEPTANCE-DATETIME>20060323162421
ACCESSION NUMBER:		0000065984-06-000130
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20060323
DATE AS OF CHANGE:		20060323

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY MISSISSIPPI INC
		CENTRAL INDEX KEY:			0000066901
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				640205830
		STATE OF INCORPORATION:			MS
		FISCAL YEAR END:			1204

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-132658
		FILM NUMBER:		06706381

	BUSINESS ADDRESS:	
		STREET 1:		308 EAST PEARL STREET
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39201
		BUSINESS PHONE:		601-368-5000

	MAIL ADDRESS:	
		STREET 1:		308 EAST PEARL STREET
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MISSISSIPPI POWER & LIGHT CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>a03506.htm
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY LINK="#0000ff">

<FONT SIZE=2><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on March 23, 2006.</P>
<P ALIGN="RIGHT">Registration No. 333-_______</P>
</FONT><B><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</P>
<FONT SIZE=1><P ALIGN="CENTER">______________________________</P>
</FONT><FONT SIZE=5><P ALIGN="CENTER">FORM S-3</FONT><FONT SIZE=3><br>
REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933</P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">_____________________________</P>
</FONT><FONT SIZE=4><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<br>
</FONT></B><FONT SIZE=2>(Exact name of registrant as specified in charter) </FONT> </P>

<div align="center">
  <center>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=590 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">Mississippi</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">64-0205830</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">(State or other jurisdiction of <br>
incorporation or organization)</P>
  </TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">(I.R.S. Employer<br>
Identification No.)</P>
  </TD>
</TR>
</TABLE>


  </center>
</div>


<P ALIGN="CENTER">308 East Pearl Street<br>
Jackson, Mississippi 39201<br>
(601) 368-5000<br>
(Address, including zip code, and telephone number, including area<br>
code, of registrant's principal executive offices)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=3 WIDTH=624 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="46%" VALIGN="TOP">
<P ALIGN="CENTER">Carolyn C. Shanks<br>
President<br>
Entergy Mississippi, Inc.<br>
308 East Pearl Street<br>
Jackson, Mississippi 39201<br>
(601) 368-5000</P>
  </TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P ALIGN="CENTER">Steven C. McNeal<br>
Vice President and Treasurer<br>
Entergy Mississippi, Inc.<br>
20 Greenway Plaza<br>
Houston, Texas 77046<br>
(832)681-3137</P>
  </TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP">
<P ALIGN="CENTER">Dawn A. Abuso<br>
Entergy Services, Inc.<br>
446 North Boulevard<br>
Baton Rouge, Louisiana 70802<br>
(225) 339-3213</P>
  </TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P ALIGN="CENTER">Kimberly M. Reisler<br>
Thelen Reid &amp; Priest LLP<br>
875 Third Avenue<br>
New York, New York 10022-6225<br>
(212) 603-2207</P>
  </TD>
</TR>
</TABLE>

  </center>
</div>

<FONT SIZE=2><P ALIGN="CENTER">(Names, addresses, including zip codes, and telephone numbers, including<br>
area codes, of agents for service)</P>
</FONT>
<B><P>Approximate date of commencement of proposed sale to the public</B>:  From time to time after this registration statement becomes effective when warranted by market conditions and other factors.</P>
<B><P>________________________________</P>
</B><P>If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  [  ]</P>
<FONT SIZE=1>
</FONT>
<P ALIGN="JUSTIFY">&#9;If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box.  [X]</P>
<P>&#9;If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]  </P>

<P>&#9;If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]  </P>

<FONT SIZE=1>
</FONT>
<P>&#9;If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462 (e) under the Securities Act, check the following box.  [ ]</P>

<P>&#9;If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  [ ]</P>
<FONT SIZE=1><B><P ALIGN="CENTER">_______________________________</P>
</B></FONT><FONT SIZE=2><P ALIGN="CENTER"></P>
</FONT><B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE </P></B>
<div align="center">
  <center>
<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=2 WIDTH=602 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="190" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER"></P>
</FONT>
<P ALIGN="CENTER">Title of Each Class of <br>
Securities to be Registered</B></P>
  </TD>
<TD WIDTH="111" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER"></P>
</FONT>
<P ALIGN="CENTER">Amount to be Registered</B></TD>
<TD WIDTH="150" VALIGN="TOP">
<B><P ALIGN="CENTER">Proposed Maximum Aggregate <br>
Offering Price*</B></P>
  </TD>
<TD WIDTH="135" VALIGN="TOP">
<B><P ALIGN="CENTER"><br>
Amount of Registration Fee*</B></TD>
</TR>
<TR><TD WIDTH="190" VALIGN="TOP">
<P>First Mortgage Bonds</TD>
<TD WIDTH="111" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="150" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="135" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="190" VALIGN="TOP">
<P>Debt Securities</TD>
<TD WIDTH="111" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="150" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="135" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="190" VALIGN="TOP">
<P>&#9;Total</TD>
<TD WIDTH="111" VALIGN="TOP">
<P ALIGN="RIGHT">$300,000,000</TD>
<TD WIDTH="150" VALIGN="TOP">
<P ALIGN="CENTER">$300,000,000</TD>
<TD WIDTH="135" VALIGN="TOP">
<P ALIGN="CENTER">$22,392(1)</TD>
</TR>
</TABLE>

  </center>
</div>

<FONT SIZE=2><P>* Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(o) under the Securities Act of 1933.</FONT> </P>
<FONT SIZE=2><P>(1) Prior to the filing of this registration statement, $120,000,000 aggregate principal amount of securities remained registered and unsold pursuant to Registration Statement No. 333-110675, which was initially filed by the registrant on November 21, 2003.  The registration fee of $9,708 associated with such unsold securities has been offset against the registration fee of $32,100 associated with the securities to be registered and such unsold securities are hereby deregistered.</P>
<B><P>The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become</B></FONT><B> <FONT SIZE=2>effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.</FONT></P>
<P>&nbsp;</P>
</B><P>
<FONT SIZE=2>The information in this prospectus is not
complete and may be changed.&nbsp; We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective.&nbsp; This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.</FONT></P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=638 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT FACE="Lucida Sans Unicode" SIZE=3><P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<I><P ALIGN="CENTER">Subject to Completion,<br>
Dated ___, 2006</I></P>
  </TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=4><U><I>
<B><P ALIGN="RIGHT"></P>
<P ALIGN="CENTER">PROSPECTUS</B></I></U></FONT></TD>
</TR>
</TABLE>

  </center>
</div>

<FONT FACE="Lucida Sans Unicode" SIZE=4><P ALIGN="CENTER">$300,000,000<br>
</FONT><FONT FACE="Lucida Sans Unicode">First Mortgage Bonds<br>
</FONT><FONT FACE="Lucida Sans Unicode" SIZE=3>and<br>
</FONT><FONT FACE="Lucida Sans Unicode">Debt Securities</P>
</FONT><FONT FACE="Lucida Sans Unicode" SIZE=3><P ALIGN="CENTER"></P>
</FONT><FONT FACE="Lucida Sans Unicode"><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<br>
</FONT><FONT FACE="Lucida Sans Unicode" SIZE=2>308 East Pearl Street<br>
Jackson, Mississippi  39201<br>
(601) 368-5000</P>
</FONT><FONT FACE="Lucida Sans Unicode" SIZE=3><P ALIGN="CENTER"></P></FONT>
<P ALIGN="LEFT">
<div align="center">
  <center>
  <TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=564 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="94%" VALIGN="TOP">
<B><P ALIGN="JUSTIFY">We -</P>

<UL>
</B><LI>May periodically offer our first mortgage bonds and/or our debt securities in one or more series; and</LI>
<LI>Will determine the price and other terms of each series of securities when sold, including whether any series will be subject to redemption prior to maturity.</LI></UL>

<P ALIGN="JUSTIFY"></TD>
</TR>
<TR><TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="94%" VALIGN="TOP">
<B><P ALIGN="JUSTIFY">The First Mortgage Bonds -</P>

<UL>
</B><LI>Will be secured by a mortgage that constitutes a first mortgage lien on substantially all of our property; and </LI><LI>Will not be listed on a national securities exchange or the Nasdaq Stock Market unless otherwise indicated in the accompanying prospectus supplement.</LI></UL>



</TD>
</TR>
<TR><TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="94%" VALIGN="TOP">
<B><P>The Debt Securities -</P>

<UL>
</B><LI>Will be unsecured and will rank equally with all of our other unsecured and unsubordinated debt; </LI>
<LI>Will be effectively subordinated to all of our secured debt, including our first mortgage bonds; and</LI>
<LI>Will not be listed on a national securities exchange or the Nasdaq Stock Market unless otherwise indicated in the accompanying prospectus supplement.</LI></UL>

<B>

</B></TD>
</TR>
<TR><TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="94%" VALIGN="TOP">
<B><P>You -</P>

<UL>
</B><LI>Will receive interest payments in the amounts and on the dates specified in an accompanying prospectus supplement.</UL>
</TD>
</TR>
</TABLE>
  </center>
</div>
</P>

<I><FONT SIZE=3>
<P>This prospectus may be used to offer and sell series of securities only if accompanied by the prospectus supplement for that series.  We will provide the specific terms of these securities, including their offering prices, interest rates and maturities, in supplements to this prospectus.  The supplements may also add, update or change information in this prospectus.</FONT>  <FONT SIZE=3>You should read this prospectus and any supplements carefully before you invest.</P>

<P>&nbsp;</P>
<B><P>Investing in the securities offered by this prospectus involves risks.  See &quot;Risk Factors&quot; beginning on page 2.</P>
</FONT><P>Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense. </P>
<P>We may offer these securities directly or through underwriters, agents or dealers.  Each prospectus supplement will provide the terms of the plan of distribution for the related series of securities.</P>

<P ALIGN="CENTER">______________, 2006</P>
</I><FONT FACE="Lucida Sans Unicode"><P>Risk Factors </P>
</B></FONT><P>&#9;<I>In considering whether to purchase the securities being offered, you should carefully consider the information we have included or incorporated by reference in this prospectus. In particular, you should carefully consider the information under the heading &quot;Risk Factors&quot; as well as the factors listed under the heading &quot;Forward-Looking Information,&quot; in each case, contained in our Annual Report on Form 10-K for the year ended December 31, 2005, which is incorporated by reference herein. </P>
</I><B><FONT FACE="Lucida Sans Unicode"><P>About this Prospectus</P>
</B></FONT><P>&#9;This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a &quot;shelf&quot; registration process.  Under this shelf process, we may sell the securities described in this prospectus in one or more offerings up to a total dollar amount of $300 million. This prospectus provides a general description of the securities being offered.  Each time we sell a series of securities we will provide a prospectus supplement containing specific information about the terms of that series of securities and the related offering.  It is important for you to consider the information contained in this prospectus and the related prospectus supplement together with additional information described under the heading &quot;Where You Can Find More Information&quot; in making your investment decision.</P>

<B><FONT FACE="Lucida Sans Unicode"><P>Entergy Mississippi, Inc.</P>
</B></FONT><P>&#9;We are an electric public utility company providing service to customers in the State of Mississippi since 1923.</P>

<P>&#9;We are owned by Entergy Corporation. The other major public utilities owned, directly or indirectly, by Entergy Corporation are Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, LLC, and Entergy New Orleans, Inc.  Entergy Corporation also owns all of the common stock of System Energy Resources, Inc., the principal asset of which is the Grand Gulf Electric Generating Station.</P>

<P>&#9;Capacity and energy from Grand Gulf are allocated among Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy New Orleans, Inc. and us under a unit power sales agreement.  Our allocated share of Grand Gulf's capacity and energy together with related costs is 33%.  Payments we make under the unit power sales agreement are generally recovered through rates set by the Mississippi Public Service Commission, which regulates our electric service, rates and charges.</P>

<P>&#9;Together with Entergy Arkansas, Inc.,  Entergy Louisiana Properties, LLC, and Entergy New Orleans, Inc., we own all of the capital stock of System Fuels, Inc.  System Fuels, Inc. is a special purpose company that implements and maintains programs for the purchase, delivery and storage of fuel supplies for Entergy Corporation's utility subsidiaries.</P>

<P>&#9;The information above is only a summary and is not complete.  You should read the incorporated documents listed under the heading &quot;Where You Can Find More Information&quot; for more specific information concerning our business and affairs, including significant contingencies, our general capital requirements, our financing plans and capabilities, and pending legal and regulatory proceedings, including the status of industry restructuring in our service areas. </P>

<B><FONT FACE="Lucida Sans Unicode"><P>Ratios of Earnings to Fixed Charges </P>
</B></FONT><P>&#9;We have calculated ratios of earnings to fixed charges pursuant to Item 503 of SEC Regulation S-K as follows: </P>
<div align="center">
  <center>
  <TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=293 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="55" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="220" VALIGN="TOP" COLSPAN=5>&nbsp;</TD>
</TR>
<TR><TD WIDTH="55" VALIGN="TOP" HEIGHT=60><P></P></TD>
<TD WIDTH="220" VALIGN="TOP" COLSPAN=5 HEIGHT=60>
<FONT FACE="Arial Narrow" SIZE=2>
<P ALIGN="CENTER">&nbsp;</P>
</FONT>
<FONT FACE="Arial Narrow">
<P ALIGN="CENTER">Twelve Months Ended<br>
December 31,</FONT></P>
  </TD>
</TR>
<TR><TD WIDTH="55" VALIGN="TOP"><FONT FACE="Arial Narrow">

<U><P ALIGN="CENTER">2005</U></FONT></TD>
<TD WIDTH="39" VALIGN="TOP">
<FONT FACE="Arial Narrow">
<U><P ALIGN="CENTER">2004</U></FONT></TD>
<TD WIDTH="57" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial Narrow">
<U><P ALIGN="CENTER">2003</U></FONT></TD>
<TD WIDTH="62" VALIGN="TOP">
<FONT FACE="Arial Narrow">
<U><P ALIGN="CENTER">2002</U></FONT></TD>
<TD WIDTH="58" VALIGN="TOP">
<FONT FACE="Arial Narrow">
<U><P ALIGN="CENTER">2001</U></FONT></TD>
</TR>
<TR><TD WIDTH="55" VALIGN="TOP">
<FONT FACE="Arial Narrow"><P ALIGN="CENTER">    3.16</FONT></TD>
<TD WIDTH="54" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial Narrow"><P ALIGN="CENTER">3.41</FONT></TD>
<TD WIDTH="44" VALIGN="TOP">
<FONT FACE="Arial Narrow"><P ALIGN="CENTER">3.06</FONT></TD>
<TD WIDTH="62" VALIGN="TOP">
<FONT FACE="Arial Narrow"><P align="center">2.48</FONT></TD>
<TD WIDTH="58" VALIGN="TOP">
<FONT FACE="Arial Narrow"><P ALIGN="CENTER">2.14</FONT></TD>
</TR>
</TABLE>
  </center>
</div>

<P>&#9;</P>
<P>&#9;&quot;Earnings,&quot; as defined by Regulation S-K, represent the aggregate of (1) income before the cumulative effect of an accounting change, (2) taxes based on income, (3) investment tax credit adjustments-net and (4) fixed charges. </P>

<P>&#9;&quot;Fixed Charges&quot; include interest (whether expensed or capitalized), related amortization and estimated interest applicable to rentals charged to operating expenses. </P>

<B><FONT FACE="Lucida Sans Unicode"><P>Where You Can Find More Information</P>
</B></FONT><P>&#9;We have filed a registration statement on Form S-3 with the SEC under the Securities Act of 1933.  This prospectus is part of the registration statement, but the registration statement also contains or incorporates by reference additional information and exhibits.  We are subject to the informational requirements of the Securities Exchange Act of 1934, and therefore we are required to file annual, quarterly and current reports, proxy statements and other information with the SEC.  Our filings are available to the public on the Internet at the SEC's website located at (<B>http://www.sec.gov</B>).  You may read and copy any document at the SEC Public Reference Room located at:</P>
<P>&#9;</P>
<P>&#9;100 F Street, N.E.<br>
Room 1580<br>
Washington, D.C. 20549-1004.</P>
<P>&#9;</P>
<P>Call the SEC at 1-800-732-0330 for more information about the public reference room and how to request documents.</P>

<P>&#9;The SEC allows us to &quot;incorporate by reference&quot; the information we file with the SEC, which means we can refer you to important information without restating it in this prospectus.  The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.  We incorporate by reference our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the initial registration statement to which this prospectus relates and prior to the effectiveness of the registration statement, along with any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we have sold all of the securities described in this prospectus.</P>

<P>&#9;You may access a copy of any or all of these filings, free of charge, at our web site (http://www.entergy.com) or by writing or calling us at the following address:</P>

<P>&#9;Ms. Dawn A. Abuso<br>
Assistant Secretary<br>
Entergy Mississippi, Inc.<br>
446 North Boulevard<br>
Baton Rouge, Louisiana 70802<br>
(225) 339-3213</P>

<P>You may also direct your requests via e-mail to dabuso@entergy.com.</P>

<P>&#9;You should rely only on the information incorporated by reference or provided in this prospectus or any accompanying prospectus supplement.  We have not, nor have any underwriters, dealers or agents, authorized anyone else to provide you with different information about us or the securities.  We are not, nor are any underwriters, dealers or agents, making an offer of the securities in any state where the offer is not permitted.  You should not assume that the information in this prospectus or any accompanying prospectus supplement is accurate as of any date other than the date on the front of those documents or that the documents incorporated by reference in this prospectus are accurate as of any date other than the date those documents were filed with the SEC.  Our business, financial condition, results of operations and prospects may have changed since those dates.</P>

<B><FONT FACE="Lucida Sans Unicode"><P>Use of Proceeds</P>
</B></FONT><P>The net proceeds from the offering of the securities will be used either (a) to acquire or redeem one or more series of our outstanding securities on or before their stated due dates or (b) for other general corporate purposes.  The specific purposes for the proceeds of a particular series of securities or the specific securities, if any, to be acquired or redeemed with the proceeds of a particular series of securities will be described in the prospectus supplement relating to that series. </P>

<B><FONT FACE="Lucida Sans Unicode"><P>Description of the First Mortgage Bonds </P>
</B></FONT>
<B><I><P>General</B></I>  </P>
<P>&#9;We will issue the first mortgage bonds offered by this prospectus from time to time in one or more series under one or more separate supplemental indentures to the Mortgage and Deed of Trust dated as of February 1, 1988 with The Bank of New York, successor corporate trustee, and Stephen J. Giurlando, successor co-trustee, together referred to in this prospectus as trustees.  This Mortgage and Deed of Trust, as amended and supplemented, is referred to in this prospectus as the &quot;mortgage.&quot;  All first mortgage bonds issued or to be issued under the mortgage, including the first mortgage bonds offered by this prospectus, are referred to herein as "first mortgage bonds."</P>

<P>&#9;The statements in this prospectus and any accompanying prospectus supplement concerning the first mortgage bonds and the mortgage are not comprehensive and are subject to the detailed provisions of the mortgage.  The mortgage and a form of supplemental indenture are filed as exhibits to the registration statement of which this prospectus forms a part.  You should read these documents for provisions that may be important to you.  The mortgage has been qualified under the Trust Indenture Act of 1939.  You should refer to the Trust Indenture Act of 1939 for provisions that apply to the first mortgage bonds.  Wherever particular provisions or defined terms in the mortgage are referred to under this heading &quot;Description of the First Mortgage Bonds,&quot; those provisions or defined terms are incorporated by reference in this prospectus.</P>

<B><I><P>Terms of Specific Series of the First Mortgage Bonds</P>
</B></I><P>&#9;A prospectus supplement relating to each series of first mortgage bonds offered by this prospectus will include a description of the specific terms relating to the offering of that series.  These terms will include any of the following terms that apply to that series:</P>

<OL>

<LI>the designation, or name, of the series of first mortgage bonds;</LI>
<LI>the aggregate principal amount of the series;</LI>
<LI>the offering price of the series;</LI>
<LI>the date on which the series will mature;</LI>
<LI>the rate or method for determining the rate at which the series will bear interest;</LI>
<LI>the date from which interest on the series accrues;</LI>
<LI>the dates on which interest on the series will be payable; </LI>
<LI>the prices and other terms and conditions, if any, upon which we may redeem the series prior to maturity;</LI>
<LI>the applicability of a dividend covenant, if any, to the series; </LI>
<LI>the terms of an insurance policy, if any, that will be provided for the payment of principal of and/or interest on the series; and</LI>
<LI>any other terms or provisions relating to that series that are not inconsistent with the mortgage.</LI></OL>


<P>Unless otherwise set forth in an accompanying prospectus supplement, the first mortgage bonds offered by this prospectus will not have the benefit of any sinking or improvement fund or any maintenance or replacement fund.</P>

<P>&#9;As of February 28, 2006, we had approximately $750 million principal amount of first mortgage bonds outstanding.</P>

<B><I><P>Security</P>
</B></I><P>&#9;The first mortgage bonds offered by this prospectus, together with all other first mortgage bonds outstanding now or in the future under the mortgage, will be secured by the mortgage.  In the opinion of our counsel, the mortgage constitutes a first mortgage lien on substantially all of our property subject to bankruptcy law and </P>
<OL>

<LI> minor defects and encumbrances customarily found in similar properties that do not materially impair the use of the property in the conduct of our business;</LI>
<LI> other liens, defects and encumbrances, if any, existing or placed thereon at the time of our acquisition of the property; and</LI>
<LI>excepted encumbrances.</LI></OL>


<P>&#9;The mortgage does not create a lien on the following &quot;excepted property&quot;:</P>
<OL>

<LI>cash and securities; </LI>
<LI>all merchandise, equipment, apparatus and supplies held for sale or other disposition in the usual course of business or consumable during use;</LI>
<LI>automobiles, vehicles and aircraft, timber, minerals, mineral rights and royalties; and </LI>
<LI>receivables, contracts, leases and operating agreements. </LI></OL>


<P>&#9;The mortgage contains provisions that impose the lien of the mortgage on property we acquire after the date of the mortgage, other than excepted property, subject to pre-existing liens.  However, if we consolidate or merge with, or sell substantially all of our assets to, another corporation, the lien created by the mortgage will generally not cover the property of the successor company, other than the property it acquires from us and improvements, replacements and additions to that property. </P>

<P>&#9;The mortgage also provides that the trustees have a lien on the mortgaged property to ensure the payment of their reasonable compensation, expenses and disbursements and for indemnity against certain liabilities.  This lien takes priority over the lien securing the first mortgage bonds.</P>

<B><I><P>Issuance of Additional First Mortgage Bonds</P>
</B></I><P>There is no limit to the amount of first mortgage bonds that we can issue under the mortgage.  First mortgage bonds of any series may be issued from time to time on the following bases: </P>

<OL>

<LI>70% of property additions after adjustments to offset retirements; </LI>
<LI>retirements of  first mortgage bonds or bonds issued under our discharged Mortgage and Deed of Trust, dated as of September 1, 1944; or </LI>
<LI>deposit of cash with the trustees.  </LI></OL>

<P>Property additions generally include, among other things, electric, gas, steam or hot water property acquired after December 31, 1987. Securities, automobiles, vehicles or aircraft, or property used principally for the production or gathering of natural gas may not be included as property additions. Deposited cash may be withdrawn upon the bases stated in clause (1) or (2) above.</P>

<P>&#9;As of February 28, 2006, we could have issued approximately $420 million of additional first mortgage bonds on the basis of net property additions and approximately $185 million on the basis of retired bond credits. </P>

<P>&#9;With certain exceptions in the case of clause (2) above, the issuance of first mortgage bonds must meet an &quot;earnings&quot; test.  The adjusted net earnings, before income taxes, for 12 consecutive months of the preceding 18 months, must be at least twice the annual interest requirements on all first mortgage bonds outstanding at the time, including the additional first mortgage bonds to be issued, plus all indebtedness, if any, of prior rank.  In general, interest on variable interest rate bonds, if any, is calculated using the average rate in effect during such 12-month period.</P>

<P>The mortgage contains restrictions on the issuance of first mortgage bonds against property subject to liens.</P>

<P>Other than the security afforded by the lien of the mortgage and restrictions on the issuance of additional first mortgage bonds described above, there are no provisions of the mortgage that grant the holders of the first mortgage bonds protection in the event of a highly leveraged transaction involving us.  </P>

<B><I><P>Release and Substitution of Property</P>
</B></I><P>&#9;We may release property from the lien of the mortgage, without applying an earnings test, on the following bases:</P>
<OL>

<LI>the deposit of cash or, to a limited extent, purchase money mortgages;</LI>
<LI>property additions, after adjustments in certain cases to offset retirements and after making adjustments for certain prior lien bonds, if any, outstanding against property additions; and </LI>
<LI>a waiver of the right to issue first mortgage bonds.</LI></OL>

<P>We can withdraw cash upon the bases stated in clause (2) and/or (3) above.  Property we owned on December 31, 1987 may be released on the basis of its depreciated book, value while all other property may be released on the basis of its cost, as defined in the mortgage.</P>

<P>We may release unfunded property if after such release at least one dollar in unfunded property remains subject to the lien of the mortgage.</P>

<B><I><P>Dividend Covenant</P>
<P>&#9;</B></I>The terms of outstanding series of first mortgage bonds include our covenant to restrict our payment of cash dividends on our common stock in certain circumstances.&nbsp; Any dividend covenant applicable to a series of first mortgage bonds issued and sold under this prospectus will be described in the prospectus supplement relating to that series of first mortgage bonds.&nbsp; There is no assurance that the terms of future dividend covenants, if any,&nbsp;will be the same as those applicable to our outstanding first mortgage bonds.</P>

<B><I><P>Modification</P>
</B></I><P>Your rights as a bondholder may be modified with the consent of the holders of a majority in aggregate principal amount of the first mortgage bonds, or, if less than all series of first mortgage bonds are adversely affected, with the consent of the holders of a majority in aggregate principal amount of the first mortgage bonds adversely affected.  In general, no modification is effective against any bondholder without that bondholder's consent if it: </P>
<OL>

<LI>affects the terms of payment of principal, premium, if any, or interest;</LI>
<LI>affects the lien of the mortgage; or</LI>
<LI>reduces the percentage required for modification.</LI></OL>


<B><I><P>Defaults and Notices Thereof </P>
</B></I><P>&#9;Defaults under the mortgage include: </P>
<OL>

<LI>default in the payment of principal; </LI>
<LI>default for 30 days in the payment of interest;</LI>
<LI>certain events of bankruptcy, insolvency or reorganization; </LI>
<LI>defaults under a supplemental indenture; and</LI>
<LI>default in other covenants for 90 days after notice (unless we have in good faith commenced efforts to perform the covenant). </LI></OL>


<P>The trustees may withhold notice of default, except in payment of principal, interest or funds for retirement of first mortgage bonds, if they determine it is in the best interests of the holders of first mortgage bonds.</P>

<P>&#9;The corporate trustee or the holders of 25% of the first mortgage bonds may declare the principal and interest due and payable on default.  However, a majority of the holders may annul such declaration if the default has been cured.  No holder of first mortgage bonds may enforce the lien of the mortgage without giving the trustees written notice of a default and unless </P>
<OL>

<LI>the holders of 25% of the first mortgage bonds have requested the trustees in writing to act, offered them reasonable opportunity to act and indemnity satisfactory to them against the costs, expenses and liabilities to be incurred thereby; and </LI>
<LI>the trustees shall have failed to act within 60 days of such request.  </LI></OL>

<P>The holders of a majority in aggregate principal amount of the first mortgage bonds may direct the time, method and place of conducting any proceedings for any remedy available to the trustees or exercising any trust or power conferred on the trustees.  The trustees are not required to risk their funds or incur personal liability if there is reasonable ground for believing that repayment is not reasonably assured.</P>
<B><I>
<P>Evidence to be Furnished to the Corporate Trustee</P>

</B></I><P>&#9;Compliance with the mortgage provisions is evidenced by written statements of our officers or persons we select or pay.  In certain cases, opinions of counsel and certifications of an engineer, accountant, appraiser or other expert (who in some cases must be independent) must be furnished.  We must give the corporate trustee an annual certificate as to whether or not we have fulfilled our obligations under the mortgage throughout the preceding year.</P>

<B><I><P>Satisfaction and Discharge of Mortgage</P>
</B></I><P>After we provide for the payment of all of the first mortgage bonds (including the first mortgage bonds offered by this prospectus) and after paying all other sums due under the mortgage, the mortgage may be satisfied and discharged.  The first mortgage bonds will be deemed to have been paid when money or Eligible Obligations (as defined below) sufficient to pay the first mortgage bonds (in the opinion of an independent accountant in the case of Eligible Obligations) at maturity or upon redemption have been irrevocably set apart or deposited with the corporate trustee, provided that the corporate trustee shall have received an opinion of counsel to the effect that the setting apart or deposit does not require registration under the Investment Company Act of 1940, does not violate any applicable laws and does not result in a taxable event with respect to the holders of the first mortgage bonds prior to the time of their right to receive payment.  "Eligible Obligations" means obligations of the Unit
ed States of America that do not permit the redemption thereof at the issuer's option. </P>

<B><FONT FACE="Lucida Sans Unicode"><P>Description of Debt Securities</P>
</FONT><I><P>General</P>
</B></I><P>The debt securities will be our direct unsecured general obligations.  We will issue the debt securities offered by this prospectus from time to time in one or more series under one or more separate indentures between us and the financial institution(s) that we will name in the applicable prospectus supplement, as trustee.  This indenture or indentures are collectively referred to in this prospectus as the &quot;indenture.&quot;</P>
<P>The following description summarizes certain general terms and provisions of the debt securities offered by this prospectus.  This summary is not complete and should be read together with the prospectus supplement describing the specific terms of the debt securities.  The form of the indenture is filed as an exhibit to the registration statement of which this prospectus forms a part.  You should read the indenture for provisions that may be important to you.  The indenture will be qualified under the Trust Indenture Act of 1939.  You should refer to the Trust Indenture Act of 1939 for provisions that apply to the debt securities.  Whenever particular provisions or defined terms in the indenture are referred to under this heading &quot;Description of Debt Securities,&quot; those provisions or defined terms are incorporated by reference in this prospectus.</P>
<P>The debt securities will rank equally with all of our other unsecured and unsubordinated debt.  As of February 28, 2006, we did not have any unsecured and unsubordinated debt that would have ranked equally with the debt securities.</P>

<P>The debt securities will be effectively subordinated to all of our secured debt, including our first mortgage bonds.  As of February 28, 2006, we had approximately $796 million of secured debt outstanding.</P>

<B><I><P>Terms of Specific Series of the Debt Securities</P>
</B></I><P>A prospectus supplement relating to each series of debt securities offered by this prospectus will include a description of the specific terms relating to the offering of that series.  These terms will include any of the following terms that apply to that series:</P>

<OL>

<LI>the title of the debt securities;</LI>
<LI>the total principal amount of the debt securities;</LI>
<LI>the date or dates on which the principal of the debt securities will be payable or how the date or dates will be determined;</LI>
<LI>the rate or rates at which the debt securities will bear interest, or how the rate or rates will be determined, the date or dates from which any such interest will accrue, the interest payment dates for the debt securities and the regular record dates for interest payments;</LI>
<LI>the percentage, if less than 100%, of the principal amount of the debt securities that will be payable if the maturity of the debt securities is accelerated;</LI>
<LI>any period or periods within which, or any date or dates on which, and the price or prices at which and the terms and conditions upon which, we may redeem the debt securities at our option and any restrictions on those redemptions;</LI>
<LI>any sinking fund or other provisions or options held by holders of debt securities that would obligate us to repurchase or otherwise redeem the debt securities;</LI>
<LI>any changes or additions to the events of default under the indenture or changes or additions to our covenants under the indenture;</LI>
<LI>if the debt securities will be issued in denominations other than $1,000;</LI>
<LI>if payments on the debt securities may be made in a currency or currencies other than United States dollars;</LI>
<LI>any collateral, security, assurance or guarantee for the debt securities; and</LI>
<LI>any other terms of the debt securities not inconsistent with the terms of the indenture.</LI></OL>

<P>Our amended and restated articles of incorporation, as amended, generally limit the amount of unsecured debt that we may issue to the equivalent of 20% of the total of all our secured debt and total equity.  As of December 31, 2005, approximately $180 million of additional unsecured debt could have been issued under this provision, of which $48 million could have a maturity of less than 10 years. The indenture does not limit the principal amount of debt securities that we may issue under the indenture. </P>
<P>We may sell debt securities at a discount below their principal amount.  We may describe in the applicable prospectus supplement federal income tax considerations applicable to debt securities sold at an original issue discount.  In addition, we may describe in the applicable prospectus supplement important federal income tax or other tax considerations applicable to any debt securities denominated or payable in a currency or currency unit other than United States dollars.</P>
<P>Except as we may otherwise describe in the applicable prospectus supplement, the covenants contained in the indenture will not afford holders of debt securities protection in the event of a highly-leveraged or similar transaction involving us or in the event of a change of control.</P>

<B><I><P>Payment and Paying Agents</P>
</B></I><P>Except as we may otherwise provide in the applicable prospectus supplement, we will pay interest, if any, on each debt security payable on each interest payment date to the person in whose name that debt security is registered as of the close of business on the regular record date for that interest payment date.  However, interest payable at maturity will be paid to the person to whom the principal is paid.  If there has been a default in the payment of interest on any debt security, the defaulted interest may be paid to the holder of such debt security as of the close of business on a date to be fixed by the trustee between 10 and 15 days prior to the date proposed by us for payment of such defaulted interest or in any other manner permitted by any securities exchange on which that debt security may be listed, if the trustee finds it practicable.</P>
<P>Unless we otherwise specify in the applicable prospectus supplement, principal of, and premium, if any, and interest on the debt securities at maturity will be payable upon presentation of the debt securities at the corporate trust office of the trustee in New York, New York, as our paying agent.  We may change the place of payment on the debt securities, may appoint one or more additional paying agents, including us, and may remove any paying agent, all at our discretion.  </P>

<P>As long as the debt securities are registered in the name of The Depository Trust Company, or DTC, or its nominee, as described under the heading &quot;Book-Entry Only Securities,&quot; payments of principal, premium, if any, and interest will be made to DTC for subsequent disbursement to beneficial owners of the debt securities.</P>

<B><I><P>Registration</B> <B>and</B> <B>Transfer</P>
</B></I><P>Unless we otherwise specify in the applicable prospectus supplement, and subject to restrictions related to the issuance of debt securities through DTC's book-entry system, the transfer of debt securities may be registered, and debt securities may be exchanged for other debt securities of the same series or tranche, of authorized denominations and with the same terms and principal amount, at the corporate trust office of the trustee in New York, New York.  We may change the place for registration of transfer and exchange of the debt securities and may designate additional places for registration and exchange.  Unless we otherwise provide in the applicable prospectus supplement, no service charge will be made for any registration of transfer or exchange of the debt securities.  However, we may require payment to cover any tax or other governmental charge that may be imposed.  We will not be required to execute or to provide for the registration of transfer of, or the exchange of, (1) any debt secur
ity during the 15 days prior to giving any notice of redemption or (2) any debt security selected for redemption, except the unredeemed portion of any debt security being redeemed in part.</P>

<B><I><P>Satisfaction and Discharge</P>
</B></I><P>We will be discharged from our obligations on the debt securities of a particular series if we deposit with the trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums when due on the stated maturity date or a redemption date of that series of debt securities.</P>
<P>The indenture will be deemed satisfied and discharged when no debt securities remain outstanding and when we have paid all other sums payable by us under the indenture.</P>

<B><I><P ALIGN="left">Consolidation, Merger and Sale of Assets</P>
</B></I><P>Under the terms of the indenture, we may not consolidate with or merge into any other entity or convey, or transfer or lease our properties and assets substantially as an entirety to any entity, unless:</P>
<OL>

<LI>the surviving or successor entity is organized and validly existing under the laws of any domestic jurisdiction and it expressly assumes our payment obligations on all outstanding debt securities and our obligations under the indenture;</LI>
<LI>immediately after giving effect to the transaction, no event of default and no event that, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and</LI>
<LI>we shall have delivered to the trustee an officer's certificate and an opinion of counsel as provided in the indenture.</LI></OL>

<P>So long as we comply with the conditions in clauses (2) and (3) above, the terms of the indenture do not preclude us from being a party to a merger in which we are the surviving entity.</P>

<B><I><P>Events</B> <B>of</B> <B>Default</P>
</B></I><P>&quot;Event of default,&quot; when used in the indenture with respect to any series of debt securities, means any of the following:</P>
<OL>

<LI>failure to pay interest on any debt security of that series for 60 days after it is due;</LI>
<LI>failure to pay the principal of or any premium on any debt security of that series when due;</LI>
<LI>failure to perform any other covenant in the indenture, other than a covenant that does not relate to that series of debt securities, that continues for 60 days after we receive written notice from the trustee or after we and the trustee receive written notice from the holders of at least 33% in principal amount of the outstanding debt securities of that series; however, the trustee or the trustee and the holders of that principal amount of debt securities of that series can agree to an extension of the 60-day period and such an agreement to extend will be automatically deemed to occur if we are diligently pursuing action to correct the default;</LI>
<LI>events in bankruptcy, insolvency or reorganization specified in the indenture; or</LI>
<LI>any other event of default specified for that series of debt securities.</LI></OL>

<P>An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the indenture.  The trustee may withhold notice to the holders of debt securities of any default, except default in the payment of principal, premium or interest, if it considers the withholding of notice to be in the interests of holders.</P>
<B><I><P ALIGN="CENTER"></P>
<P>Remedies</P>
</B><P>Acceleration of Maturity</P>
</I><P>If an event of default for any series of debt securities occurs and continues, then either the trustee or the holders of at least 33% in principal amount of that series may declare the entire principal amount of all the debt securities of that series, together with accrued interest, to be due and payable immediately.  However, if the event of default is applicable to more than one series of debt securities under the indenture, only the trustee or holders of at least 33% in principal amount of the outstanding debt securities of all affected series, voting as one class, and not the holders of any one series, may make that declaration of acceleration.</P>
<P>At any time after a declaration of acceleration with respect to the debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained, the event of default giving rise to that declaration of acceleration will be considered waived, and that declaration and its consequences will be considered rescinded and annulled, if:</P>
<OL>

<OL>

<LI>we have paid or deposited with the trustee a sum sufficient to pay:</LI></OL>
</OL>

<OL TYPE="a">

<blockquote>

<OL TYPE="a">

<LI>all overdue interest on all debt securities of that series;</LI>
<LI>the principal of and premium, if any, on any debt securities of that series that have become due otherwise than by the declaration of acceleration and interest that is due on that principal;</LI>
<LI>interest on overdue interest; and</LI>
<LI>all amounts due to the trustee under the indenture; and</LI></OL>
</blockquote>
</OL>

<OL>

<OL start="2">

<LI>any other event of default with respect to the debt securities of that series, other than the non-payment of principal that has become due solely by the declaration of acceleration, has been cured or waived as provided in the indenture.</LI></OL>
</OL>

<P>There is no automatic acceleration, even in the event of our bankruptcy, insolvency or reorganization.</P>

<I><P>Right to Direct Proceedings</P>
</I><P>Other than its duties in case of an event of default, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any of the holders, unless the holders offer the trustee reasonable security or indemnity.  If they provide this reasonable security or indemnity, the holders of a majority in principal amount of any series of debt securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any power conferred upon the trustee.  However, if the event of default relates to more than one series of debt securities, only the holders of a majority in aggregate principal amount of all affected series, voting as one class, will have the right to give this direction and not the holders of any one series.  The trustee is not obligated to comply with directions that conflict with law or other provisions of the indenture.</P>

<I><P>Limitation on Right to Institute Proceedings</P>
</I><P>No holder of debt securities of any series will have any right to institute any proceeding or remedy under the indenture unless:</P>
<OL>

<LI>the holder has previously given to the trustee written notice of a continuing event of default;</LI>
<LI>the holders of a majority in aggregate principal amount of the outstanding debt securities of all series in respect of which an event of default shall have occurred and be continuing have made a written request to the trustee and have offered reasonable indemnity to the trustee to institute proceedings; and</LI>
<LI>the trustee has failed to institute any proceeding for 60 days after that notice, request and offer of indemnity.</LI></OL>

<P>However, these limitations do not apply to a suit by a holder of a debt security for payment of the principal, premium, if any, or interest on that debt security on or after the applicable due date.</P>

<I><P>Annual Notice to Trustee</P>
</I><P>We will provide to the trustee an annual statement by an appropriate officer as to our compliance with all conditions and covenants under the indenture.</P>

<B><I><P>Modification</B> <B>and</B> <B>Waiver</P>
</B></I><P>Without the consent of any holder of debt securities, we may enter into one or more supplemental indentures for any of the following purposes:</P>
<OL>

<LI>to evidence the assumption by any permitted successor of our covenants in the indenture and in the debt securities;</LI>
<LI>to add additional covenants or to surrender any of our rights or powers under the indenture;</LI>
<LI>to add additional events of default;</LI><LI>to change or eliminate any provision of the indenture or to add any new provision to the indenture; provided, however, if the change, elimination or addition will adversely affect the interests of the holders of debt securities of any series in any material respect, the change, elimination or addition will become effective only:</LI></OL>

<OL TYPE="a">

<OL TYPE="a">

<LI>when the consent of the holders of debt securities of that series has been obtained in accordance with the indenture; or</LI>
<LI>when no debt securities of the affected series remain outstanding under the indenture;</LI></OL>
</OL>

<OL start="5">

<LI>to provide collateral security for all but not part of the debt securities;</LI>
<LI>to establish the form or terms of debt securities of any series as permitted by the indenture;</LI>
<LI>to provide for the authentication and delivery of bearer securities and coupons attached thereto;</LI>
<LI>to evidence and to provide for the acceptance of appointment of a successor trustee;</LI>
<LI>to provide for the procedures required for use of a non-certificated system of registration for the debt securities of all or any series;</LI>
<LI>to change any place where principal, premium, if any, and interest shall be payable, debt securities may be surrendered for registration of transfer or exchange and notices to us may be served; or</LI>
<LI>to cure any ambiguity or inconsistency or to make any other change to the provisions or to add other provisions with respect to matters or questions arising under the indenture; provided that the action does not adversely affect the interests of the holders of debt securities of any series in any material respect.</LI></OL>

<P>The holders of a majority in aggregate principal amount of the debt securities of all series then outstanding may waive our compliance with some restrictive provisions of the indenture.  The holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the indenture with respect to that series, except a default in the payment of principal, premium, if any, or interest and certain covenants and provisions of the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected.</P>

<P>If the Trust Indenture Act of 1939 is amended after the date of the indenture in such a way as to require changes to the indenture, the indenture will be deemed to be amended so as to conform to that amendment to the Trust Indenture Act of 1939.  We and the trustee may, without the consent of any holders, enter into one or more supplemental indentures to evidence that amendment.</P>

<P>The consent of the holders of a majority in aggregate principal amount of the debt securities of all series then outstanding, voting as one class, is required for all other modifications to the indenture.  However, if less than all of the series of debt securities outstanding are directly affected by a proposed supplemental indenture, then only the consent of the holders of a majority in aggregate principal amount of all series that are directly affected, voting as one class, will be required.  No supplemental indenture may:</P>
<OL>

<LI>change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security, or reduce the principal amount of any debt security or its rate of interest, or change the method of calculating the interest rate, or reduce any premium payable upon redemption, or reduce the amount of principal that would be due and payable upon a declaration of acceleration of the maturity thereof, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any debt security, without the consent of the holder of that debt security;</LI>
<LI>reduce the percentage in principal amount of the outstanding debt securities of any series the consent of the holders of which is required for any supplemental indenture or any waiver of compliance with a provision of the indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting, without the consent of all the holders of the series; or</LI>
<LI>modify some of the provisions of the indenture relating to supplemental indentures, waivers of certain covenants and waivers of past defaults with respect to the debt securities of any series, without the consent of the holder of each outstanding debt security affected thereby.</LI></OL>

<P>A supplemental indenture that changes the indenture solely for the benefit of one or more particular series of debt securities, or modifies the rights of the holders of debt securities of one or more series, will not affect the rights under the indenture of the holders of the debt securities of any other series.</P>

<P>The indenture provides that debt securities owned by us or anyone else required to make payment on the debt securities shall be disregarded and considered not to be outstanding in determining whether the required holders have given a request or consent.</P>

<P>We may fix in advance a record date to determine the required number of holders  entitled to give any request, demand, authorization, direction, notice, consent, waiver or other such act of the holders, but we shall have no obligation to do so.  If we fix a record date, that request, demand, authorization, direction, notice, consent, waiver or other act of the holders may be given before or after that record date, but only the holders of record at the close of business on that record date will be considered holders for the purposes of determining whether holders of the required percentage of the outstanding debt securities have authorized or agreed or consented to the request, demand, authorization, direction, notice, consent, waiver or other act of the holders.  For that purpose, the outstanding debt securities shall be computed as of the record date.  Any request, demand, authorization, direction, notice, consent, election, waiver or other act of a holder will bind every future holder of the same debt s
ecurities and the holder of every debt security issued upon the registration of transfer of or in exchange of those debt securities.  A transferee will be bound by acts of the trustee or us in reliance thereon, whether or not notation of that action is made upon the debt security.</P>

<B><I><P>Resignation</B> <B>of</B> <B>Trustee</P>
</B></I><P>A trustee may resign at any time by giving written notice to us or may be removed at any time by act of the holders of a majority in principal amount of all series of debt securities then outstanding delivered to the trustee and us.  No resignation or removal of a trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by a successor trustee.  So long as no event of default or event that, after notice or lapse of time, or both, would become an event of default has occurred and is continuing, and except with respect to a trustee appointed by act of the holders, if we have delivered to the trustee a resolution of our board of directors appointing a successor trustee and such successor has accepted the appointment in accordance with the terms of the respective indenture, the trustee will be deemed to have resigned and the successor will be deemed to have been appointed as trustee in accordance with the indenture.</P>

<B><I><P>Notices</P>
</B></I><P>We, the trustee, any of our agents, or any agent of the trustee will give notices to holders of debt securities by mail to the addresses of such holders as they appear in the security register under the indenture.</P>

<B><I><P>Title</P>
</B></I><P>We, the trustee, and any of our agents or any agent of the trustee may treat the person in whose name debt securities are registered as the absolute owner thereof, whether or not the debt securities may be overdue, for the purpose of making payments and for all other purposes irrespective of notice to the contrary.</P>

<B><I><P>Governing</B> <B>Law</P>
</B></I><P>Each indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.</P>

<B><FONT FACE="Lucida Sans Unicode"><P>Book-Entry Only Securities</P>
</B></FONT><P>&#9;Unless otherwise specified in the applicable prospectus supplement, DTC will act as securities depository for the securities offered through this prospectus.  The securities will be issued as fully registered securities registered in the name of Cede &amp; Co., the partnership nominee of DTC.  One or more fully registered security certificates will be issued for each issue of the securities, in the aggregate principal amount of such issue, and will be deposited with DTC.</P>

<P>DTC is a limited-purpose trust company organized under the New York Banking Law, a &quot;banking organization&quot; within the meaning of the New York Banking Law, a member of the Federal Reserve System, a &quot;clearing corporation&quot; within the meaning of the New York Uniform Commercial Code, and a &quot;clearing agency&quot; registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.  DTC holds and provides asset servicing for United States and foreign equity issues, corporate and municipal debt issues, and money market instruments from countries that DTC participants (&quot;Direct Participants&quot;) deposit with DTC.  DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between the accounts of Direct Participants, thereby eliminating the need for physical movement of security certificates.  Direct Participants inclu
de both United States and foreign securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.  DTC is a wholly owned subsidiary of The Depository Trust &amp; Clearing Corporation (&quot;DTCC&quot;).  DTCC is, in turn, owned by a number of Direct Participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, all of which clearing corporations are subsidiaries of DTCC, as well as by The New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc.  Access to the DTC system is also available to other entities such as both United States and foreign securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (&quot;Indirect Participants&quot; 
and, together with Direct Participants, the &quot;Participants&quot;).  The DTC rules applicable to its Participants are on file with the SEC.</P>

<P>Purchases of securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the securities on the records of DTC.  The ownership interest of each actual purchaser of each security (&quot;Beneficial Owner&quot;) is in turn to be recorded on the records of the Direct Participant or the Indirect Participant.  Beneficial Owners will not receive written confirmation from DTC of their purchases.  Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participant or Indirect Participant through which the Beneficial Owner entered into the transaction.  Transfers of ownership interests in the securities are to be accomplished by entries made on the books of Direct Participants and Indirect Participants acting on behalf of Beneficial Owners.  Beneficial Owners will not receive certificates representing their ownership interests in securities, exc
ept in the event that use of the book-entry system for the securities is discontinued.</P>
<P ALIGN="JUSTIFY"></P>
<P>To facilitate subsequent transfers, all securities deposited by Direct Participants with DTC are registered in the name of Cede &amp; Co., the partnership nominee of DTC, or such other name as may be requested by an authorized representative of DTC.  The deposit of securities with DTC and their registration in the name of Cede &amp; Co. or such other DTC nominee do not effect any change in beneficial ownership.  DTC has no knowledge of the actual Beneficial Owners of the securities; the records of DTC reflect only the identity of the Direct Participants to whose accounts such securities are credited, which may or may not be the Beneficial Owners. The Direct Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.</P>
<P ALIGN="JUSTIFY"></P>
<P>Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.  Beneficial Owners of securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the securities, such as redemptions, tenders, defaults, and proposed amendments to the mortgage or the indenture, as appropriate.  For example, Beneficial Owners of securities may wish to ascertain that the nominee holding the securities for their benefit has agreed to obtain and to transmit notices to Beneficial Owners.  In the alternative, Beneficial Owners may wish to provide their names and addresses to the corporate trustee or the trustee and request that copies of notices be provided directly to them.</P>
<P ALIGN="JUSTIFY"></P>
<P>Redemption notices shall be sent to DTC.  If less than all the securities within an issue are being redeemed, the practice of DTC is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.</P>

<P>Neither DTC nor Cede &amp; Co. nor any other DTC nominee will consent or vote with respect to securities unless authorized by a Direct Participant in accordance with DTC procedures.  Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date.  The omnibus proxy assigns the consenting or voting rights of Cede &amp; Co. to those Direct Participants to whose accounts securities are credited on the record date, identified in a listing attached to the omnibus proxy.</P>

<P>Redemption proceeds, principal payments, interest payments, and any premium payments on the securities will be made to Cede &amp; Co. or such other nominee as may be requested by an authorized representative of DTC.  The practice of DTC is to credit the accounts of Direct Participants, upon the receipt by DTC of funds and corresponding detail information from us or the corporate trustee or the trustee, as appropriate, on the payable date in accordance with their respective holdings shown on the records of DTC.  Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practice, as is the case with securities held for the accounts of customers in bearer form or registered in &quot;street name,&quot; and will be the responsibility of such Participant and not of DTC or its nominee, the corporate trustee or the trustee, any underwriters or dealers or agents, or us, subject to any statutory or regulatory requirements as may be in effect from time to time.  Payment of
 redemption proceeds, principal, interest, and any premium on the securities to Cede &amp; Co. or such other nominee as may be requested by an authorized representative of DTC is the responsibility of either the corporate trustee or the trustee, as appropriate, or us, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct Participants and Indirect Participants.</P>

<P>A Beneficial Owner shall give notice to elect to have its securities purchased or tendered, through its Participant, to the tender or remarketing agent and shall effect delivery of such securities by causing the Direct Participant to transfer the interest of the Participant in the securities, on the records of DTC, to the tender or remarketing agent.  The requirement for physical delivery of securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the securities are transferred by Direct Participants on the records of DTC and followed by a book-entry credit of tendered securities to the DTC account of the tender or remarketing agent.</P>
<P ALIGN="JUSTIFY"></P>
<P>DTC may discontinue providing its services as depository with respect to the securities at any time by giving reasonable notice to the applicable trustee or us.  Under such circumstances, in the event that a successor depository is not obtained, securities certificates are required to be printed and delivered.</P>
<P ALIGN="JUSTIFY"></P>
<P>We may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository.  In that event, security certificates will be printed and delivered.</P>
<P ALIGN="JUSTIFY"></P>
<P>The information in this section concerning DTC and its book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.</P>

<B><FONT FACE="Lucida Sans Unicode"><P>Experts</P>
</B></FONT><P>&#9;The financial statements, the related financial statement schedule, and management's report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2005, have been audited by Deloitte &amp; Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.</P>

<B><FONT FACE="Lucida Sans Unicode"><P>Legality</P>
</B></FONT>
<P>&#9;The legality of the securities will be passed upon for us by Thelen Reid &amp; Priest LLP, New York, New York, and Wise Carter Child &amp; Caraway, Professional Association, Jackson, Mississippi.  Certain legal matters with respect to the securities will be passed on for any underwriters, dealers or agents by Pillsbury Winthrop Shaw Pittman LLP, New York, New York.  Pillsbury Winthrop Shaw Pittman LLP regularly represents our affiliates in connection with various matters.   All legal matters pertaining to our organization, titles to property, franchises and the lien of the mortgage and all matters pertaining to Mississippi law will be passed upon only by Wise Carter Child &amp; Caraway, Professional Association. </P>

<P>&#9;The statements in this prospectus as to matters of law and legal conclusions made under &quot;Description of the First Mortgage Bonds - Security,&quot; have been reviewed by Wise Carter Child &amp; Caraway, Professional Association, and are set forth herein in reliance upon the opinion of said firm and upon their authority as experts. </P>

<B><FONT FACE="Lucida Sans Unicode"><P>Plan of Distribution</P>
</FONT><I><P>Methods and Terms of Sale</P>
</B></I><P>&#9;We may use a variety of methods to sell the securities including: </P>
<OL>

<LI>through one or more underwriters or dealers; </LI>
<LI>directly to one or more purchasers;</LI>
<LI>through one or more agents; or </LI>
<LI>through a combination of any of these methods of sale.  </LI></OL>

<P>The prospectus supplement relating to a particular series of the securities will describe the terms of the offering of the securities, including: </P>
<OL>

<LI>the name or names of any underwriters, dealers or agents and any syndicate of underwriters;</LI>
<LI>the initial public offering price; </LI>
<LI>any underwriting discounts and other items constituting underwriters' compensation; </LI>
<LI>the proceeds we receive from that sale; and </LI>
<LI>any discounts or concessions allowed or reallowed or paid by any underwriters to dealers.</LI></OL>


<B><I><P>Underwriters </P>
</B></I><P>&#9;If we sell the securities through underwriters, they will acquire the securities for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.  The underwriters for a particular underwritten offering of securities will be named in the applicable<FONT SIZE=2> </FONT>prospectus supplement and, if an underwriting syndicate is used, the managing underwriter or underwriters will be named on the cover page of the applicable prospectus supplement.  In connection with the sale of securities, the underwriters may receive compensation from us or from purchasers in the form of discounts, concessions or commissions.  The obligations of the underwriters to purchase securities will be subject to certain conditions.  The underwriters will be obligated to purchase all of the securities of a particular series if any are purchased.  However, the underwriters may pur
chase less than all of the securities of a particular series should certain circumstances involving a default of one or more underwriters occur.</P>

<B><P>&#9;</B>The initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers by any underwriters may be changed from time to time.</P>

<B><I><P>Stabilizing Transactions</P>
</B></I><P>&#9;Underwriters may engage in stabilizing transactions and syndicate covering transactions in accordance with Rule 104 under the Securities Exchange Act of 1934.  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.  Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.  These stabilizing transactions and syndicate covering transactions may cause the price of the securities to be higher than it would otherwise be if these transactions had not occurred.</P>

<B><I><P>Agents</P>
</B></I><P>&#9;If we sell the securities through agents, the applicable prospectus supplement will set forth the name of any agent involved in the offer or sale of the securities, as well as any commissions we will pay to them.  Unless otherwise indicated in the applicable<FONT SIZE=2> </FONT>prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. </P>

<B><I><P>Related Transactions</P>
</B></I><P>&#9;Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of business.</P>

<B><I><P>Indemnification</P>
</B></I><FONT SIZE=2><P>&#9;</FONT>We will agree to indemnify any underwriters, dealers, agents or purchasers and their controlling persons against certain civil liabilities, including liabilities under the Securities Act of 1933.</P>

<B><I><P>Listing</P>
</B></I><P>&#9;</P>
<P>&#9;Unless otherwise specified in the applicable prospectus supplement, the securities will not be listed on a national securities exchange or the Nasdaq Stock Market.  No assurance can be given that any broker-dealer will make a market in any series of the securities and, in any event, no assurance can be given as to the liquidity of the trading market for any of the securities.</P>
<B><P>PART II. &#9;INFORMATION NOT REQUIRED IN PROSPECTUS</P>
</B>
<P>&nbsp;</P>
<B><P>Item 14.  Other Expenses of Issuance and Distribution.</B> </P>
<P>  </P>
<div align="center">
  <center>
<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=2 WIDTH=618 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="65%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Initial<br>
Sale</P>
  </TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Each Additional Sale</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>Filing Fees-Securities and Exchange Commission:</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>    &nbsp;&nbsp;    Registration Statement&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>$</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">22,392</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P ALIGN="RIGHT">$</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="RIGHT">N/A</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP" HEIGHT=13>
<P>*Rating Agencies' fees&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=13>
<P ALIGN="RIGHT">52,500</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="15%" VALIGN="TOP" HEIGHT=13>
<P ALIGN="RIGHT">75,000</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>*Trustees' fees&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">4,000</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="RIGHT">4,000</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>*Fees of Company's Outside Legal Counsel:</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>    &nbsp;&nbsp;&nbsp;    Thelen Reid &amp; Priest LLP&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">35,500</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="RIGHT">25,500</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>    &nbsp;&nbsp;&nbsp;    Wise Carter Child &amp; Caraway, Professional Association&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">25,000</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="RIGHT">20,000</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>*Fees of Entergy Services, Inc.&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">35,000</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="RIGHT">25,000</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>*Accounting fees&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">20,000</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="RIGHT">15,000</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>*Printing and engraving costs&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">25,000</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="RIGHT">15,000</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>*Miscellaneous expenses (including blue-sky expenses)&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP" style="border-bottom-style: solid; border-bottom-width: 1">
<P ALIGN="RIGHT">20,000</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP" style="border-bottom-style: solid; border-bottom-width: 1">
<P ALIGN="RIGHT">15,000</TD>
</TR>
<TR><TD WIDTH="65%" VALIGN="TOP">
<P>                        &nbsp;&nbsp;&nbsp;                        *Total Expenses&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>$</TD>
<TD WIDTH="13%" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1; border-bottom-style: double; border-bottom-width: 3">
<P ALIGN="RIGHT">239,392</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P ALIGN="RIGHT">$</TD>
<TD WIDTH="15%" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1; border-bottom-style: double; border-bottom-width: 3">
<P ALIGN="RIGHT">194,500</TD>
</TR>
</TABLE>

  </center>
</div>

<FONT SIZE=2><P>___________________<br>
</FONT>* Estimated</P>

<B><P>Item 15<I>.  </I>Indemnification of Directors and Officers</B><I>. </P>
</I>
<B><P>&#9;</B>We have insurance covering our expenditures that might arise in connection with our lawful indemnification of our directors and officers for certain of their liabilities and expenses.  Our directors and officers also have insurance that insures them against certain other liabilities and expenses.  The corporation laws of Mississippi permit indemnification of directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933 (the &quot;Securities Act&quot;), and, under our Amended and Restated Articles of Incorporation, as amended, our officers and directors may generally be indemnified to the full extent of such laws.</P>

<B><P>Item 16.<I> </I>Exhibits<I>.</P>
</B></I>
<div align="center">
  <center>
<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=2 WIDTH=649 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>  1(a)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Form of Underwriting Agreement for the First Mortgage Bonds.</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>**1(b)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Form of Underwriting Agreement for the Debt Securities.</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>*4(a)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Mortgage and Deed of Trust, as amended by twenty-five Supplemental Indentures (filed, respectively, as the exhibits and in the file numbers indicated: A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 to Rule 24 Certificate in 70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-4(b) to Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate  dated November 24, 1992 in 70-7914  (Fifth); A-2(e) to Rule 24 Certificate dated January 22, 1993 in 70-7914 (Sixth); A-2(g) to Rule 24 Certificate in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate dated November 10, 1993 in 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (Ninth); A-2(l) to  Rule  24 Certificate dated April 21, 1995 in 70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998 in 70-8719 (Twelfth); A-2(c) to Rule 24 Certificate dated May 12,
 1999 in 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated February 24, 2000 in 70-8719 (Fifteenth); A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth); A-2(b) to Rule 24 Certificate dated October 31, 2002 in 70-9757 (Seventeenth); A-2(c) to Rule 24 Certificate dated December 2, 2002 in 70-9757 (Eighteenth); A-2(d) to Rule 24 Certificate dated February 6, 2003 in 70-9757 (Nineteenth); A-2(e) to Rule 24 Certificate dated April 4, 2003 in 70-9757 (Twentieth); A-2(f) to Rule 24 Certificate dated June 6, 2003 in 70-9757 (Twenty-first); A-3(a) to Rule 24 Certificate dated April 8, 2004 in 70-10157 (Twenty-second); A-3(b) to Rule 24 Certificate dated April 29, 2004 in 70-10157 (Twenty-third); A-3(c) to Rule 24 Certificate dated October 4, 2004 in 70-10157 (Twenty-fourth); and A-3(d) to Rule 24 Certificate dated January 27, 2006 in 70-10157 (Twenty-fifth<FONT SIZE=3>)</FONT>).</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>  *4(b)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Form of Supplemental Indenture for the First Mortgage Bonds (Filed as Exhibit 4(b) to the Company's Registration Statement on Form S-3, File No. 333-110675).</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>  *4(c)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Form of Indenture for Debt Securities (Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-3, File No. 333-110675).</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>  *4(d)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Form of Officer's Certificate for Debt Securities (Filed as Exhibit 4(d) to the Company's Registration Statement on Form S-3, File No. 333-110675).</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>  5(a)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Opinion of Wise Carter Child &amp; Caraway, Professional Association.</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="78%" VALIGN="TOP" HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>  5(b)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Opinion of Thelen Reid &amp; Priest LLP.</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P> *12</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Statement Re: Computation of Ratios of Earnings to Fixed Charges (filed as Exhibit 12(e) to the Annual Report on Form 10-K of the Company for the year ended December 31, 2005).</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="78%" VALIGN="TOP" HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P> 23(a)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Consent of Wise Carter Child &amp; Caraway, Professional Association (included in Exhibit 5(a) hereto).</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="78%" VALIGN="TOP" HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P> 23(b)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Consent of Thelen Reid &amp; Priest LLP (included in Exhibit 5(b) hereto).</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P>  23(c)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Consent of Deloitte &amp; Touche LLP.</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="78%" VALIGN="TOP" HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P> 24</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Power of Attorney (included herein on page S-1).</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="78%" VALIGN="TOP" HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P> 25(a)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York, Corporate Trustee, under the Mortgage and Deed of Trust. </TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="78%" VALIGN="TOP" HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P> 25(b)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Form T-2 Statement of Eligibility under the Trust Indenture Act of 1939 of Stephen J. Giurlando, Co-Trustee, under the Mortgage and Deed of Trust. </TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>
<P> ***25(c)</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>-</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the Indenture for Debt Securities. </TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="92%" VALIGN="TOP" COLSPAN=3>&nbsp;</TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="92%" VALIGN="TOP" COLSPAN=3>&nbsp;</TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">
<P>*<br>
**<br>
&nbsp;</P>
  </TD>
<TD WIDTH="92%" VALIGN="TOP" COLSPAN=3>
<P>Incorporated herein by reference as indicated.<br>
To be filed by amendment or as an exhibit to a current report on Form 8-K pursuant to Item 601(b)(1) of Regulation S-K of the SEC. </P>
  </TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">
<P>***</TD>
<TD WIDTH="92%" VALIGN="TOP" COLSPAN=3>
<P>To be filed by amendment or pursuant to section 305(b)(2) to the Trust Indenture Act of 1939.</TD>
</TR>
</TABLE>

  </center>
</div>

<B><P>Item 17.  Undertakings<I>.</P>
</B></I>
<P>&#9;The undersigned registrant hereby undertakes:</P>

<P>&#9;(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</P>

<P>&#9;&#9;(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act;</P>

<P>&#9;&#9;(ii)&#9;To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot; table in the effective registration statement; and</P>

<P>&#9;&#9;(iii)&#9;To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; </P>

<I><P>provided, however,</I> that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;) that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.</P>

<P>(2)&#9;That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>

<P>(3)&#9;To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>
<B><I>
</B></I><P>(4)&#9;That, for the purpose of determining liability under the Securities Act to any purchaser:</P>

<P>&#9;(i)&#9;Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and</P>

<P>&#9;(ii)&#9;Each prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415 (a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.  <I>Provided, however</I>
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.</P>

<P>(5)&#9;That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:</P>

(i) any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;<p>
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;</p>
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and<P>&#9;(iv)&#9;any other communication that is an offer in the offering made by the registrant to the purchaser.</P>
<B>
</B><P>(6)&#9;That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>

<P>(7)&#9;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
 the Securities Act and will be governed by the final adjudication of such issue.</P>

<P>(8)&#9;For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.</P>

<P>(9)&#9;For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>

<P>(10)&#9;The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act of 1939.</P>

<B><P ALIGN="CENTER">SIGNATURES</P>

</B><P>&#9;Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 23rd day of March, 2006.</P>

<P ALIGN="RIGHT">
<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=2 WIDTH=336 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>ENTERGY MISSISSIPPI, INC.</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP" HEIGHT=17>
<P>By:</TD>
<TD WIDTH="86%" VALIGN="TOP" HEIGHT=17>
<P>/s/ Steven C. McNeal</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP" HEIGHT=17><P></P></TD>
<TD WIDTH="86%" VALIGN="TOP" HEIGHT=17>
<P>Steven C. McNeal</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP" HEIGHT=17><P></P></TD>
<TD WIDTH="86%" VALIGN="TOP" HEIGHT=17>
<P>Vice President and Treasurer</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP" HEIGHT=17><P></P></TD>
<TD WIDTH="86%" VALIGN="TOP" HEIGHT=17><P></P></TD>
</TR>
</TABLE>
</P>


<P>&#9;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Nathan E. Langston, Steven C. McNeal, and Frank Williford, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.</P>

<P>&#9;Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.</P>

<div align="center">
  <center>

<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=2 WIDTH=624 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><P>Signature</U></TD>
<TD WIDTH="43%" VALIGN="TOP">
<U><P>Title</U></TD>
<TD WIDTH="23%" VALIGN="TOP">
<U><P>Date</U></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>/s/ Carolyn C. Shanks</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>Chairman of the Board, President </TD>
<TD WIDTH="23%" VALIGN="TOP">
<P> March 23, 2006</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>Carolyn C. Shanks </TD>
<TD WIDTH="43%" VALIGN="TOP">
<P> and Chief Executive Officer </TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>(Principal Executive Officer)</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>/s/ Jay A. Lewis</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>Vice President and Chief Financial</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P> March 23, 2006</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>Jay A. Lewis</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>Officer</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>(Principal Financial Officer)</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>/s/ Nathan E. Langston</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>Senior Vice President and </TD>
<TD WIDTH="23%" VALIGN="TOP">
<P>   March 23, 2006</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>Nathan E. Langston</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>Chief Accounting Officer</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>(Principal Accounting Officer)</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>/s/ Leo P. Denault</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>Director</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P> March 23, 2006</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>Leo P. Denault</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>/s/ Mark T. Savoff</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>Director</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P>March 23, 2006</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>Mark T. Savoff</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>/s/ Richard J. Smith</TD>
<TD WIDTH="43%" VALIGN="TOP">
<P>Director</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P>March 23, 2006</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<P>Richard J. Smith</TD>
<TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

  </center>
</div>

<B><P ALIGN="CENTER">EXHIBIT INDEX</P>
<FONT SIZE=2 COLOR="#ff0000">
<P>       </FONT></P>
</B>
<div align="center">
  <center>
<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=2 WIDTH=534 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="60" VALIGN="TOP">

<B><U>Number</U>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</B></TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<U>

<B>Description of Exhibit</B></U></TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>    1(a)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Form of Underwriting Agreement for the First Mortgage Bonds.</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>**1(b)</TD>
<TD WIDTH="33" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Form of Underwriting Agreement for the Debt Securities.</P>
</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP" HEIGHT=219>
<P>  *4(a)</TD>
<TD WIDTH="33" VALIGN="TOP" HEIGHT=219><P></P></TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2 HEIGHT=219>
<P>Mortgage and Deed of Trust, as amended by twenty-five Supplemental Indentures (filed, respectively, as the exhibits and in the file numbers indicated: A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 to Rule 24 Certificate in 70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-4(b) to Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate  dated November 24, 1992 in 70-7914  (Fifth); A-2(e) to Rule 24 Certificate dated January 22, 1993 in 70-7914 (Sixth); A-2(g) to Rule 24 Certificate in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate dated November 10, 1993 in 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (Ninth); A-2(l) to  Rule  24 Certificate dated April 21, 1995 in 70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998 in 70-8719 (Twelfth); A-2(c) to Rule 24 Certificate dated May 12,
 1999 in 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated February 24, 2000 in 70-8719 (Fifteenth); A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth); A-2(b) to Rule 24 Certificate dated October 31, 2002 in 70-9757 (Seventeenth); A-2(c) to Rule 24 Certificate dated December 2, 2002 in 70-9757 (Eighteenth); A-2(d) to Rule 24 Certificate dated February 6, 2003 in 70-9757 (Nineteenth); A-2(e) to Rule 24 Certificate dated April 4, 2003 in 70-9757 (Twentieth); A-2(f) to Rule 24 Certificate dated June 6, 2003 in 70-9757 (Twenty-first); A-3(a) to Rule 24 Certificate dated April 8, 2004 in 70-10157 (Twenty-second); A-3(b) to Rule 24 Certificate dated April 29, 2004 in 70-10157 (Twenty-third); A-3(c) to Rule 24 Certificate dated October 4, 2004 in 70-10157 (Twenty-fourth); and A-3(d) to Rule 24 Certificate dated January 27, 2006 in 70-10157 (Twenty-fifth)).</P>
</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  *4(b)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Form of Supplemental Indenture for the First Mortgage Bonds (Filed as Exhibit 4(b) to the Company's Registration Statement on Form S-3, File No. 333-110675).</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  *4(c)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Form of Indenture for Debt Securities (Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-3, File No. 333-110675).</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  *4(d)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Form of Officer's Certificate for Debt Securities (Filed as Exhibit 4(d) to the Company's Registration Statement on Form S-3, File No. 333-110675).</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  5(a)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Opinion of Wise Carter Child &amp; Caraway, Professional Association.</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="33" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  5(b)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Opinion of Thelen Reid &amp; Priest LLP.</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P> *12</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Statement Re: Computation of Ratios of Earnings to Fixed Charges (filed as Exhibit 12(e) to the Annual Report on Form 10-K of the Company for the year ended December 31, 2005).</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP" HEIGHT=18>
<P>  23(a)</TD>
<TD WIDTH="33" VALIGN="TOP" HEIGHT=18><P></P></TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2 HEIGHT=18>
<P>Consent of Wise Carter Child &amp; Caraway, Professional Association (included in Exhibit 5(a) hereto).</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="33" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  23(b)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Consent of Thelen Reid &amp; Priest LLP (included in Exhibit 5(b) hereto).</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  23(c)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Consent of Deloitte &amp; Touche LLP.</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="33" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  24</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Power of Attorney (included herein on page S-1).</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="33" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  25(a)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York, Corporate Trustee, under the Mortgage and Deed of Trust. </TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="33" VALIGN="TOP" HEIGHT=13><P></P></TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2 HEIGHT=13><P></P></TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>  25(b)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Form T-2 Statement of Eligibility under the Trust Indenture Act of 1939 of Stephen J. Giurlando, Co-Trustee, under the Mortgage and Deed of Trust. </TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">
<P>***25(c)</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>
<P>Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the Indenture for Debt Securities. </TD>
</TR>
<TR><TD WIDTH="60" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="97" VALIGN="TOP" COLSPAN=3>&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="97" VALIGN="TOP" COLSPAN=3>&nbsp;</TD>
<TD WIDTH="429" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="97" VALIGN="TOP" COLSPAN=3>
<P>*<br>
**</P>

  </TD>
<TD WIDTH="429" VALIGN="TOP">
<P>Incorporated herein by reference as indicated.<br>
To be filed by amendment or as an exhibit to a current report on Form 8-K pursuant to Item 601(b)(1) of Regulation S-K of the SEC.</P>

  </TD>
</TR>
<TR><TD WIDTH="97" VALIGN="TOP" COLSPAN=3>
<P>***</TD>
<TD WIDTH="429" VALIGN="TOP">
<P>To be filed by amendment or pursuant to section 305(b)(2) to the Trust Indenture Act of 1939.</TD>
</TR>
</TABLE>

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<B><P ALIGN="RIGHT">Exhibit 1(a)</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Entergy Mississippi, Inc.</P>
<P ALIGN="CENTER">$[________]<BR>
First Mortgage Bonds,<BR>
[___]% Series due  [________], [20__]</P>
<U><P ALIGN="CENTER">UNDERWRITING AGREEMENT</P>
</B></U><P ALIGN="RIGHT">[________], [20__] </P>
<P>[Name(s) of Underwriter(s)]<BR>
[Address(es) of Lead Underwriter(s)]</P>
<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">The undersigned, Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), proposes to issue and sell severally to the underwriters set forth in Schedule I attached hereto  (the &quot;Underwriters,&quot; which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom [____________] and [____________] are acting as representatives (the &quot;Representatives&quot;), an aggregate of $[________] principal amount of the Company's First Mortgage Bonds, [___]% Series due [________], [20__] (the &quot;Bonds&quot;) in accordance with the terms set forth in this Underwriting Agreement (this &quot;Underwriting Agreement&quot;).</P>
<OL>

<OL>

<U><P ALIGN="JUSTIFY"><LI>Purchase and Sale</U>.  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 [___]% of the principal amount thereof, in the principal amount set forth opposite the name of such Underwriter in Schedule I attached hereto.<U><P ALIGN="JUSTIFY"><LI>Description of Bonds</U>.  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 &quot;Corporate Trustee&quot;), and Stephen J. Giurlando (successor to Z. George Klodnicki), as Co-Trustee (the &quot;Co-Trustee&quot; and, together with the Corporate Trustee, the &quot;Trustees&quot;), as heretofore amended and supple
mented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the [_________] Supplemental Indenture, dated as of [________], [20__] (the &quot;Supplemental Indenture&quot;).  Said Mortgage and Deed of Trust as so amended and supplemented is hereinafter referred to as the &quot;Mortgage.&quot;  The Bonds and the Supplemental Indenture shall have the terms and provisions described in the Disclosure Package (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.
<U><P ALIGN="JUSTIFY"><LI>Representations and Warranties of the Company</U>.  The Company represents and warrants to the several Underwriters, and covenants and agrees with the several Underwriters, that:<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>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 Disclosure Package 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.</LI><LI>The Company has filed with the Securities and Exchange Commission (the &quot;Commission&quot;) a registration statement on Form S-3 (File No. 333-[______]) for the registration of $300,000,000 aggregate offering price of the Company's securities, including the Bonds, under the Securities Act of 1933 (the &quot;Securities Act&quot;) ($[_________] of which securities remain unsold as of the date hereof), and such registration statement has become effective.  The Company qualifies for use of Form S-3 for the registration of t
he Bonds, and the Bonds are registered under the Securities Act.  At the time of filing such registration statement and at the date hereof, the Company was not and is not an &quot;ineligible issuer&quot; (as defined in Rule 405 under the Securities Act).  The prospectus forming a part of such registration statement, at the time such registration statement (or the most recent amendment thereto filed prior to the Applicable Time (as defined below)) initially became effective, including all documents incorporated by reference therein at that time pursuant to Item&nbsp;12 of Form S-3, is hereinafter referred to as the &quot;Basic Prospectus.&quot;  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 Applicable Time, including without limitation by any preliminary prospectus supplement relating to the offering and sa
le of the Bonds that is deemed to be part of and included in such registration statement pursuant to Rule 430B(e) under the Securities Act, or (ii) the Company shall have filed documents pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;) after the time such registration statement (or the most recent amendment thereto filed prior to the Applicable Time) became effective and prior to the Applicable Time (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 &quot;Basic Prospectus&quot; as used herein shall also mean such prospectus as so amended, revised or supplemented and reflecting such incorporation by reference.  The various parts of such registration statement in the form in which such parts became effective and as such parts may have been amended by 
all amendments thereto as of the Applicable Time (including, for these purposes, as an amendment, any document incorporated or deemed to be incorporated by reference in the Basic Prospectus), and including any information omitted from such registration statement at the time such part of such registration statement became effective but that is deemed to be part of such registration statement pursuant to Rule 430B under the Securities Act are hereinafter referred to as the &quot;Registration Statement.&quot; The Basic Prospectus as it shall be supplemented to reflect the terms of the offering and sale of the Bonds by a prospectus supplement (dated the date hereof (together with the Basic Prospectus, the &quot;Prospectus Supplement&quot;)), to be filed with the Commission pursuant to Rule 424(b) under the Securities Act (&quot;Rule 424(b)&quot;) is hereinafter referred to as the &quot;Prospectus.&quot;  </LI><LI>(i)  After the Applicable Time and during the time specified in Section 6(e) hereof, the Company wil
l 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) or the Disclosure Package, and (ii) between the Applicable Time 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 Shaw Pittman LLP (&quot;Counsel for the Underwriters&quot;), or any such amendment or supplement to which the Underwriters or 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 Applicable Time and incorporated or deemed to be incorporated by reference in the Prospectus or the Disclosure Package (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 or the Disclosure Package.</LI><LI>The Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, the Mortgage, at such time, and the Basic Prospectus, when delivered to the Underwriters for their use in marketing the Bonds, fully complied, and the Prospectus, at the time it is filed with the Commission pursuant to Rule 424(b) 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 &quot;Trust Indenture Act&quot;) 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 deeme
d to be incorporated by reference in the Basic Prospectus and 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.  No such documents were filed with the Commission since the Commission's close of business on the business day immediately prior to the date of this Underwriting Agreement except as set forth on Part C of Schedule II hereto or such other documents as were delivered to you prior to the date of this Underwriting Agreement.  The Registration Statement did not, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission
 thereunder, 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 that the Basic Prospectus was delivered to the Underwriters for their use in marketing the Bonds, the Basic Prospectus did 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.   At the time the Prospectus is filed with the Commission pursuant to Rule 424(b) 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 refe
rence in the Basic Prospectus and the Prospectus pursuant to Item 12 of Form S-3, when taken together with the Basic Prospectus and 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, the Basic Prospectus or the Prospectus, as they may be then amended or supplemented (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) h
ereof), 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 &quot;Statements of Eligibility&quot;).</LI><LI>The Disclosure Package, and each electronic roadshow, if any, identified in Part B of Schedule II hereto, when taken together with the Disclosure Package, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the documents then incorporated or deemed to be incorporated by reference in the Disclosure Package, when taken together with the Disclosure Package, do 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package 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 Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).  For purposes hereof, (i) &quot;Disclosure Package&quot; shall mean (x) the Basic Prospectus as amended or supplemented immediately prior to [__:__ .m. EST (__:__ .m. Central)] on the date of this Underwriting Agreement (the time at which the Underwriters and the Company agreed upon the pricing terms set forth in the final pricing term sheet attached as Annex A to Schedule II to this Underwriting Agreement) (the &quot;Applicable Time&quot;) and (y) the Free Writing Prospectuses, if any, identified in Part A of Sched
ule II hereto, (ii) &quot;Issuer Free Writing Prospectus&quot; shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, and (iii) &quot;Free Writing Prospectus&quot; shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.</LI><LI>Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 6(b) hereof does not include any information that conflicts with the information contained in the Registration Statement, the Basic Prospectus or the Prospectus, including any document incorporated or deemed to be incorporated by reference therein that has not been superseded or modified.  If there occurs an event or development as a result of which the Disclosure Package<I> </I>would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly
 the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented.  The foregoing two sentences do not apply to statements in or omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by the Underwriters on behalf of any Underwriter specifically for use in connection with the preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).</LI><LI>As of the date of the financial statements filed with the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, each of the Company and Entergy Corporation (&quot;Entergy&quot;) had common equity of at least thirty percent (30%) of &quot;total capitalization&quot; (within the meaning of the order of the Commission (Release No. 35-27787) under the Public Utility Holding Company A
ct of 1935 (the &quot;Holding Company Act&quot;) authorizing the issuance and sale of the Bonds) (the &quot;Holding Company Act Order&quot;).</LI><LI>All outstanding securities of each of the Company and Entergy that are rated are &quot;rated
'investment grade'&quot; (within the meaning of the Holding Company Act Order) by any nationally recognized statistical rating organization as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of Rule 15c3-1 under the Exchange Act.</LI><LI>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.</LI><LI>Except as set forth in or contemplated by the Disclosure Package, 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.</LI><LI>The Company maintains (x) systems of internal controls and processes sufficient to provide reasonable assurance that (i)&nbsp;transactions are exec
uted in accordance with management's general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii)&nbsp;access to assets is permitted only in accordance with management's general or specific authorization; and (iv)&nbsp;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-15(e) under the Exchange Act).</LI></OL>

<U><P ALIGN="JUSTIFY"><LI>Offering</U>.  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.<U><P ALIGN="JUSTIFY"><LI>Time and Place of Closing; Delivery of the Bonds</U>.  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 &amp; Priest LLP, 875 Third Avenue, New York, New York, at 10:00&nbsp;A.M., New&nbsp;York time, on [________], [20__], or at such other time on the same or such other day as shall be agreed upon by the Company and the Representatives, or as may be established in accordance with Sect
ion&nbsp;11 hereof.  The hour and date of such delivery and payment are herein called the &quot;Closing Date.&quot;<P ALIGN="JUSTIFY">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 &amp; 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&nbsp;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.</P>
<U><P ALIGN="JUSTIFY"><LI>Covenants of the Company</U>.  The Company covenants and agrees with the several Underwriters that:<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>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.</LI><LI>The Company will prepare a final term sheet, containing solely a description of the final terms of the Bonds and the offering thereof, in a form approved by the Representatives and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule.</LI><LI>The Company will deliver to the Underwriters as many copies of the Prospectus (and any amendments or supplements thereto) and each Issuer Free Writing Prospectus as the Underwriters may reasonably request.</LI><LI>The Company will cause the Prospectus to be filed with the Commission pursuant to and in compliance with Rule 424(b) (without reliance on Rule 424(b)(8) under the Securities Act) and will advise the Re
presentatives, promptly of the issuance of any stop order under the Securities Act with respect to the Registration Statement, any Issuer Free Writing Prospectus, the Basic Prospectus or the Prospectus or the institution of any proceedings therefor or pursuant to Section 8A of the Securities Act 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.</LI><LI>During such period of time as the Underwriters are required by law to deliver a prospectus (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) 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 or the Disclosure Package in order 
to make the Prospectus or the Disclosure Package not misleading in the light of the circumstances when it is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser of the Bonds, the Company will amend or supplement the Prospectus or the Disclosure Package 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 the Disclosure Package, 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 or the Disclosure Package, 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  (including in circumstances where such requirement may
 be satisfied pursuant to Rule 172 under the Securities Act) or the Disclosure Package 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(e) 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.</LI><LI>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 &quot;effective date of the registration statement&quot; 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.</LI><LI>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.</LI><LI>The Company will, except as herein provided, pay all fees, expenses and taxes (except transfer taxes) in connection with the offering of the Bonds, including with respect to (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 pr
eparation, 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, the Basic Prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (e) of this Section&nbsp;6, (v) the rating of the Bonds by one or more nationally recognized statistical rating agencies and (vi) filings or other notices (if any) with or to, as the case may be, the National Association of Securities Dealers, Inc. (the &quot;NASD&quot;) 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 Underwriti
ng Agreement shall be terminated in accordance with the provisions of Section&nbsp;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&nbsp;any event be liable to the Underwriters for damages on account of loss of anticipated profits.</LI><LI>The Company will not sell any additional first mortgage bonds without the consent of the Representatives 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.</LI><LI>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.</LI><LI>The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under 
the Securities Act, other than the final term sheet prepared and filed pursuant to Section 6(b) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses identified in Parts A and B of Schedule II hereto and any electronic road show identified in Part B of Schedule II hereto.  Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter referred to as a &quot;Permitted Free Writing Prospectus.&quot;  The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, if applicable, in respect of timely filing with the Commission, legending and record keeping.</LI></OL>

<U><P ALIGN="JUSTIFY"><LI>Conditions of Underwriters' Obligations</U>.  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:<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>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; and the final term sheet contemplated by Section 6(b) hereto and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433.</LI><LI>No stop order suspending the effectiveness of the Registration Statement, or preventing or suspending the use of the Basic Prospectus, any Issuer Free Writing Prospectus or the Prospectus, shall be in effect at or prior to the Closing Date; no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before, or, to the knowle
dge 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 as of the Closing Date, no such stop order has been or is in effect and that no proceedings for such purposes are pending before or, to the knowledge of the Company, threatened by the Commission.</LI><LI>At the Closing Date, the Holding Company Act Order shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds on the terms set forth in, or contemplated by, this Underwriting Agreement.</LI><LI>At the Closing Date, the Underwriters shall have received from [__________], Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Wise Carter Child &amp; Caraway, Professional Association, Friday, Eldredge &amp; Clark, LLP, and Thelen Reid &amp; Priest LLP opinions, 
dated the Closing Date, substantially in the forms set forth in Exhibits A, B, C and D hereto, respectively, (i)&nbsp;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 Disclosure Package or the Prospectus shall be supplemented after being furnished to the Underwriters for use in offering the Bonds prior to the Closing Date, with changes therein to reflect such supplementation.</LI><LI>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 E hereto, with such changes therein as may be necessary to reflect any supplementation of the Disclosure Package or the Prospectus prior to the Closing Date.</LI><LI>On or prior to the date this Underwriting Agreement became effective, the Underwriters shall have received from Deloitte &amp; Touche LLP, the Company's independent registered public accountant
s (the &quot;Accountants&quot;), a letter dated the date hereof and addressed to the Underwriters to the effect that (i) they are independent registered 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 Registration Statement, the Disclosure Package and 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. 100, <U>Interim Financial Information</U>, on the latest unaudited financial statements, if any, included or incorporated by re
ference in the Registration Statement, the Disclosure Package and 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, other committees thereof specified therein and the stockholder of the Company, since December 31, [____] to a specified date not more than three business 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 the
m to believe that, to the extent applicable, (A) the unaudited financial statements of the Company (if any) included or incorporated by reference in the Registration Statement, the Disclosure Package and 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; (C)&nbsp;at the date of the latest available balance sheet read by the Accountants and at a subsequent specified date not more than three business 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 refe
rence in the Registration Statement, the Disclosure Package and the Prospectus, except in all instances for changes, increases or decreases which the Registration Statement, the Disclosure Package or 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 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, increases or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (D) for the period from the closing date of the most recent income statement incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus to the closing date of the latest available income statement read by the Accountants, there were any decreases, as compared to the corresponding period in the preceding year, in operat
ing revenues, operating income or net income, except in all instances for decreases that the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur 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 Registration Statement, the Disclosure Package and 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 F 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 such letter, and found them to be in agreement.</LI><LI>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) as of the Closing Date, 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, o
ther 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.</LI><LI>At the Closing Date, the Underwriters shall have received duly executed counterparts of the Supplemental Indenture.</LI><LI>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 three business days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 7(f) hereof.</LI><LI>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.</LI><LI>On or 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 [____] from Moody's I
nvestors Service, Inc. and at least [____] from Standard &amp; Poor's Ratings Services.</LI><LI>Between the date hereof and the Closing Date, neither Moody's Investors Service, Inc. nor Standard &amp; Poor's Ratings Services shall have lowered its rating of any of the Company's outstanding first mortgage bonds in any respect.</LI><LI>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 Representatives, materially impairs the investment quality of the Bonds.</LI><LI>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.</LI><LI>The Company shall furnish the Underwriters with additional conformed copies of such opinions, certificates, letters and documents as may be reasonably requested.</LI></P></OL>

<P ALIGN="JUSTIFY">If any of the conditions specified in this Section 7 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Representatives at any time on or prior to the Closing Date 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 (h) of Section 6 and in Section 10 hereof.</P>
<U><P ALIGN="JUSTIFY"><LI>Conditions of Company's Obligations</U>.  The obligations of the Company hereunder shall be subject to the following conditions:<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall be in effect at or prior to the Closing Date, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before, or threatened by, the Commission on the Closing Date.</LI><LI>At the Closing Date, the Holding Company Act Order shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds on the terms set forth in, or contemplated by, this Underwriting Agreement.</LI></P></OL>

<P ALIGN="JUSTIFY">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 at any time on or prior to the Closing Date upon notice thereof to the Representatives.  Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 6 and in Section 10 hereof.</P>
<U><P ALIGN="JUSTIFY"><LI>Indemnification</U>. 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 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, the Prospectus, or any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 6(b) hereof, as each may be amended or supplemented, in the Disclosure Package 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 omi
ssion 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, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any thereof or the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof) 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 any Issuer Free Writ
ing Prospectus, each as may be then supplemented or amended, furnished by such Underwriter to a person to whom any of the Bonds were sold (excluding in all cases, however, any document then incorporated by reference therein), insofar as such indemnity relates to any untrue or misleading statement or omission made in such Basic Prospectus or Issuer Free Writing Prospectus, if a copy of a supplement or amendment to such Basic Prospectus, or Issuer Free Writing Prospectus (excluding in all cases, however, any document then incorporated by reference therein) (i) is furnished on a timely basis  by the Company to the Underwriter, (ii) is required to have been conveyed to such person by or on behalf of such Underwriter, at or prior to the Applicable Time, but was not so conveyed (which conveyance may be oral (if permitted by law) or written) by or on behalf of such Underwriter and (iii) would have cured the defect giving rise to such loss, claim, damage, liability, expense or action.<OL TYPE="a" start="2">

<P ALIGN="JUSTIFY"><LI>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, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or in the Disclosure Package 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, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto or the Disclosure Package.  The Company acknowledges that the statements set forth in [__________
__] in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus and the Disclosure Package.</LI><LI>In case any action shall be brought, based upon the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus or the Disclosure Package, against any party in respect of which indemnity may be sought pursuant to either 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 of any such action or, if it so elects, to assume (in conjunction with any other indemnifying party) the defense thereof, including the employment of coun
sel 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.</LI><LI>If the indemnification provided for under subsections (a) or (b) 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 i
s 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 P
rospectus Supplement.  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.</LI></P></OL>

<P ALIGN="JUSTIFY">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 Underwrite
r 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&nbsp;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.</P>
<U><P ALIGN="JUSTIFY"><LI>Survival of Certain Representations and Obligations</U>.  Any other provision of this Underwriting Agreement to the contrary notwithstanding, (a) the indemnity and contribution agreements contained in Section&nbsp;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 other person referred to in Section 9 hereof and (ii) acceptance of and&nbsp;payment for the Bonds and (b) the indemnity and contribution agreements contained in Section&nbsp;9 shall remain operative and in full force and effect regardless of any termination of this Underwriting Agreement.<U><P ALIGN="JUSTIFY"><LI>Default of Underwriters</U>.  If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with t
he 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 B
onds, 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 Conduct Rules), 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 (h) of Section 6 and 
in Section 10 hereof.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.<U><P ALIGN="JUSTIFY"><LI>Termination.</U>  This Underwriting Agreement shall be subject to termination by written notice from the Representatives 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 or limited 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)&nbsp;there shall have occurred any material outbreak or escalation of hostilities or any calamity or crisis that, in the judgment of the Representatives, 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 the Representatives, impracticable to market the Bonds.  This Underwriting Agreement shall also be subject to termination, upon notice by the Representatives, as provided above, if, in the judgment of the Representatives, the subject matter of any amendment or supplement (prepared by the Company) to the Disclosure Package or 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 Applicable Time 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 (h) of Section 6 and in Section 10 hereof.<U><P ALIGN="JUSTIFY"><LI>Miscellaneous</U>.  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 WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  This Underwriting Agreement shall become effective when a fully executed copy hereof is delivered to the Representatives by the Company.  This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and deliver
ed, 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&nbsp;9 hereof, each director, officer and other person referred to in Section&nbsp;9 hereof, 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 &quot;successor&quot; as used in this Underwriting Agreement shall not include any purchaser
, as such, of any Bonds from the Underwriters.<U><P ALIGN="JUSTIFY"><LI>Notices</U>.  All communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to the Representatives at the addresses set forth at the beginning of this Underwriting Agreement to the attention of [___________] (fax: ([___________]) in the case of [___________] and to the attention of [___________] (fax: [___________]) in the case of [___________], 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 20 E. Greenway Plaza, T-GNWY-5, Houston, TX 77046, Attention: Treasurer.<U><P ALIGN="JUSTIFY"><LI>No Fiduciary Duty</U>.  The Company hereby acknowledges that (a) the Underwriters are acting as principals and not as agents or fiduciaries of the Company and (b) its engagement of the Underwriters in connection with the issuance of the Bonds is as indep
endent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgment in connection with the issuance of the Bonds (irrespective of whether the Underwriters have advised or are currently advising the Company on related or other matters). Nothing in this Section is intended to modify in any way the Underwriters' obligations expressly set forth in this Underwriting Agreement.<U><P ALIGN="JUSTIFY"><LI>Integration.</U>
This Underwriting Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Underwriters, or any of
them, with respect to the subject matter hereof.</OL>
</OL>

<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"></P><DIR>
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<P>Very truly yours,</P>

<P>Entergy Mississippi, Inc.</P>

<P>&nbsp;</P><DIR>

<P>By:  ________________________________<BR>
Name: <BR>
Title: </P></DIR>
</DIR>
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<P ALIGN="JUSTIFY">Accepted as of the date first above written.</P>
<P>[Name(s) of Underwriter(s)]</P>

<P>By:&#9;[___________]</P>

<P>&nbsp;</P><DIR>

<P>By:__________________________________<BR>
Name:<BR>
Title:</P>

<P>&nbsp;</P></DIR>

<P>By:&#9;[___________]</P>
<P>&#9;</P>
<DIR>

<P>By:__________________________________<BR>
Name:<BR>
Title:</P>

<P>&nbsp;</P></DIR>

<U><P ALIGN="CENTER">SCHEDULE I</P>
</U><P ALIGN="CENTER">Entergy Mississippi, Inc.</P>
<P ALIGN="CENTER">$[________] First Mortgage Bonds,<BR>
[___]% Series due [________], [20__]</P>
<P ALIGN="CENTER"></P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=594 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="72%" VALIGN="BOTTOM" HEIGHT=55>
<U><P ALIGN="CENTER">Name of Underwriters</U></TD>
<TD WIDTH="28%" VALIGN="BOTTOM" HEIGHT=55>
<P ALIGN="CENTER">Principal <BR>
<U>Amount of Bonds</U></TD>
</TR>
<TR><TD WIDTH="72%" VALIGN="BOTTOM">
<P>[___________]</TD>
<TD WIDTH="28%" VALIGN="BOTTOM"><DIR>
<DIR>

<P ALIGN="RIGHT">$[________]</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="72%" VALIGN="BOTTOM">
<P>[___________]</TD>
<TD WIDTH="28%" VALIGN="BOTTOM"><DIR>
<DIR>
<DIR>

<P ALIGN="RIGHT">[________]</DIR>
</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="72%" VALIGN="BOTTOM">
<P>[___________]</TD>
<TD WIDTH="28%" VALIGN="BOTTOM"><DIR>
<DIR>
<DIR>

<P ALIGN="RIGHT">[________]</DIR>
</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="72%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="28%" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="72%" VALIGN="BOTTOM">
<P ALIGN="CENTER">TOTAL</TD>
<TD WIDTH="28%" VALIGN="BOTTOM">
<P ALIGN="RIGHT">$[________]</TD>
</TR>
</TABLE>

  </center>
</div>

<P ALIGN="CENTER">SCHEDULE&nbsp;II</P>

<P ALIGN="JUSTIFY">Part A - Schedule of Free Writing Prospectuses included in the Disclosure Package</P>
<P ALIGN="JUSTIFY">Part B - Schedule of Free Writing Prospectuses not included in the Disclosure Package</P>
<P ALIGN="JUSTIFY">Part C - Additional Documents Incorporated by Reference</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="RIGHT">EXHIBIT A</P>
<P ALIGN="CENTER">[Letterhead of Entergy Services, Inc.]</P>
<P ALIGN="RIGHT">[________], [20__]</P>
<P>[Name(s) of Underwriter(s)]<BR>
[Address(es) of Lead Underwriter(s)]</P>
<P>Ladies and Gentlemen:</P>

<P ALIGN="JUSTIFY">I, together with Wise Carter Child &amp; Caraway, Professional Association, Thelen Reid &amp; Priest LLP, of New York, New York, and Friday, Eldredge &amp; Clark, LLP of Little Rock, Arkansas, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement effective [________], [20__] (the &quot;Underwriting Agreement&quot;), between the Company and you, of $[________] principal amount of its First Mortgage Bonds, [___]% Series due [________], [20__] (the &quot;Bonds&quot;), 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 &quot;Corporate Trustee&quot;), and Stephen J. Giurlando (successor to Z. George Klodnicki), as Co-Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental the
reto, and as it will be further amended and supplemented by the [________] Supplemental Indenture, dated as of [________], [20__] (the &quot;Supplemental Indenture&quot;) (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;).  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.</P>
<P ALIGN="JUSTIFY">In my capacity as such counsel, I have either participated in the preparation of or have examined and am familiar with: (a) the Company's Amended and Restated Articles of Incorporation and the Company's By-laws, each as amended; (b) the Underwriting Agreement; (c)&nbsp;the Mortgage; (d) the Registration Statement, the Prospectus and the Disclosure Package; (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 the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Company and the Holding Company Act Order.  I have also examined or caused to be examined such other documents and have satisfied myself as to such other matters as I have deemed necessary in order to render this opinion.  In my examination, I have assumed the genuineness of all s
ignatures, the authenticity of all documents submitted to me as originals, the legal capacity of natural persons, the conformity with the originals of all documents submitted to me as copies and the authenticity of the originals of such latter documents.</P>
<P ALIGN="JUSTIFY">In making my examination of documents and instruments executed or to be executed by persons other than the Company, I 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, I 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.  I have further assumed that each document, instrument, agreement, record and certificate reviewed by me 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 I have no knowledge of any facts or circumstances that could give rise to such amendment.</P>
<P ALIGN="JUSTIFY">As to questions of fact material to the opinions expressed herein, I have relied upon statements in the Registration Statement, the Prospectus and the Disclosure Package and 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.</P>
<P ALIGN="JUSTIFY">Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, I intend to signify that no information has come to my attention or the attention of any other attorneys acting for or on behalf of the Company or any of its affiliates that have participated in the negotiation of the transactions contemplated by the Underwriting Agreement and the Mortgage, in the preparation of the Registration Statement, the Prospectus, the Disclosure Package or in the preparation of this opinion letter that would give me, or them, actual knowledge that would contradict such opinions. However, except to the extent necessary in order to give the opinions hereinafter expressed, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to knowledge of the existence or absence of such facts (except to the extent necessary in order to give the opinions hereinafter expressed)
 should be assumed.</P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, I am of the opinion that:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;The Mortgage is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission.</P>
<P ALIGN="JUSTIFY">(2)&#9;Except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which I do not express an opinion, the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, 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 I 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 t
he 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 (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which I do not express an opinion), 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 my 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.</
P>
<P ALIGN="JUSTIFY">(3)&#9;The Holding Company Act Order has been entered by the Commission authorizing the issuance and sale of the Bonds by the Company; to the best of my knowledge, the Holding Company Act Order is in full force and effect; no further approval, authorization, consent or other order of any United States federal governmental body (other than under the Securities Act or the Trust Indenture Act, which have been duly obtained) 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 United States federal 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.</P>
<P ALIGN="JUSTIFY">(4)&#9;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 will not violate any provision of any United States federal law or regulation applicable to the Company or, to the best of my knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any United States federal governmental instrumentality applicable to the Company.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, I 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 registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. My examination of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions did not disclose to me any information which gives me reason to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue stat
ement 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, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) 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. I do not express any opinion or belief as to (i) the financial statements or other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package, (ii) the Sta
tements of Eligibility, or (iii) the information contained in the Disclosure Package and the Prospectus under the caption &quot;Book-Entry Only Securities.&quot;</P>
<P ALIGN="JUSTIFY">This opinion is limited to the federal laws of the United States of America. </P>
<P ALIGN="JUSTIFY">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 my prior written consent.</P><DIR>
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<P>Very truly yours,</P>

<P>&nbsp;</P></DIR>
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<P ALIGN="RIGHT">EXHIBIT B</P>
<P ALIGN="CENTER">[Letterhead of Wise Carter Child &amp; Caraway, Professional Association]</P>
<P ALIGN="CENTER"></P>
<P ALIGN="RIGHT">[________], [20__]</P>
<P>[Name(s) of Underwriter(s)]<BR>
[Address(es) of Lead Underwriter(s)]</P>
<P>Ladies and Gentlemen:</P>

<P ALIGN="JUSTIFY">We, together with [__________], Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Thelen Reid &amp; Priest LLP, of New York, New York, and Friday, Eldredge &amp; Clark, LLP of Little Rock, Arkansas, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement effective [________], [20__] (the &quot;Underwriting Agreement&quot;), between the Company and you, of $[________] principal amount of its First Mortgage Bonds, [___]% Series due [________], [20__] (the &quot;Bonds&quot;), 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 &quot;Corporate Trustee&quot;), 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 [________] Supplemental Indenture, dated as of [________], [20__] (the &quot;Supplemental Indenture&quot;) (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;).  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.</P>
<P ALIGN="JUSTIFY">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 the Company's By-laws, each as amended, (b) the Underwriting Agreement; (c)&nbsp;the Mortgage; (d) the Registration Statement and the Prospectus and (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.  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 a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.</P>
<P ALIGN="JUSTIFY">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, that the execution, delivery and performance thereof by each such other person was duly authorized, and that each of such document and instrument was duly executed and delivered by or on behalf of such person.  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.</P>
<P ALIGN="JUSTIFY">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 and upon statements in the Registration Statement and the Prospectus.</P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;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.</P>
<P ALIGN="JUSTIFY">(2)&#9;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.</P>
<P ALIGN="JUSTIFY">(3)&#9;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 filing
s 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.</P>
<P ALIGN="JUSTIFY">(4)&#9;The Mortgage has been duly authorized by all necessary corporate action on the part of the Company, has been duly 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 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 provided for therein, which laws do not, in our opinion, make inadequate remedies necessary for the realization of the benefits of such security, (ii) by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and (iii) 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 bee
n instituted or, to our knowledge, threatened by the Commission.</P>
<P ALIGN="JUSTIFY">(5)&#9;The Bonds have been duly 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, moratorium, 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.</P>
<P ALIGN="JUSTIFY">(6)&#9;The statements made in the Prospectus under the captions &quot;Description of the First Mortgage Bonds&quot; and &quot;Description of the Bonds,&quot; 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.</P>
<P ALIGN="JUSTIFY">(7)&#9;The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</P>
<P ALIGN="JUSTIFY">(8)&#9;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 will not violate (a) any provision of the Company's Amended and Restated Articles of Incorporation or the Company's By-laws, each as amended, (b) 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, or (c) any provision of any Mississippi or Wyoming 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, w
rit, judgment or decree of any Mississippi or Wyoming 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).</P>
<P ALIGN="JUSTIFY">(9)&#9;There are no authorizations, approvals, consents or orders of any governmental authority in the States of Mississippi and Wyoming (other than in connection or compliance with the provisions of the securities or &quot;blue sky&quot; 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.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">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 &amp; Priest LLP and Pillsbury Winthrop Shaw Pittman LLP and concur in the conclusions expressed therein insofar as they involve questions of Mississippi and Wyoming law.</P>
<P ALIGN="JUSTIFY">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 &amp; 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 &amp; Priest LLP.</P>
<P ALIGN="JUSTIFY">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 [__________], Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Thelen Reid &amp; Priest LLP and Pillsbury Winthrop Shaw Pittman 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.</P>

<P>Very truly yours,</P>
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<P ALIGN="JUSTIFY"></P></DIR>
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<P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&#9;Wise Carter Child &amp; Caraway, Professional &#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;Association</P>
<P ALIGN="RIGHT">EXHIBIT C</P>
<P ALIGN="CENTER">[Letterhead of Friday, Eldredge &amp; Clark, LLP]</P>
<P ALIGN="RIGHT">[________], [20__]</P>
<P>[Name(s) of Underwriter(s)]<BR>
[Address(es) of Lead Underwriter(s)]</P>
<P ALIGN="JUSTIFY">Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">We, together with [__________], Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Thelen Reid &amp; Priest LLP, of New York, New York, and Wise Carter Child &amp; Caraway, Professional Association, of Jackson, Mississippi, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), in connection with the issuance and sale, pursuant to the Underwriting Agreement effective [________], [20__]between the Company and you (the &quot;Underwriting Agreement&quot;), by the Company of $[________] principal amount of its First Mortgage Bonds, [___]% Series due [________], [20__] (the &quot;Bonds&quot;), 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 there
of and supplemental thereto, and as it will be further amended  and supplemented by the [________] Supplemental Indenture, dated as of [________], [20__] (the &quot;Supplemental Indenture&quot;) (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;).  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.</P>
<P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY">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:</P>
<P ALIGN="JUSTIFY">(1)&#9;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.</P>
<P ALIGN="JUSTIFY">(2)&#9;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.</P>
<P ALIGN="JUSTIFY">(3)&#9;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 &quot;blue sky&quot; 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.</P>
<P ALIGN="JUSTIFY">(4)&#9;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.</P>
<P ALIGN="JUSTIFY">(5)&#9;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.</P>
<P ALIGN="JUSTIFY">(6)&#9;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.</P>
<P ALIGN="JUSTIFY">(7)&#9;The issuance and sale by the Company of the Bonds and the execution, delivery and performance by the Company of the Underwriting Agreement will not violate any provision of any law or regulation of the State of Arkansas 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 of the State of Arkansas 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 such jurisdictions, as to which we express no opinion).</P>
<P ALIGN="JUSTIFY">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 [________], [20__]; (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).</P>
<P ALIGN="JUSTIFY">We are members of the Arkansas Bar, and we express no opinion on the laws of any jurisdiction other than the State of Arkansas.</P>
<P ALIGN="JUSTIFY">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 [__________], Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Wise Carter Child &amp; Caraway, Professional Association, Pillsbury Winthrop Shaw Pittman LLP and Thelen Reid &amp; 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.</P><DIR>
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<P>Sincerely,</P>

<P>&nbsp;</P>
<P>FRIDAY, ELDREDGE &amp; CLARK, LLP</P></DIR>
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<P ALIGN="RIGHT">EXHIBIT D</P>
<P ALIGN="CENTER">[Letterhead of Thelen Reid &amp; Priest LLP]</P>
<P ALIGN="RIGHT">[________], [20__]</P>
<P>[Name(s) of Underwriter(s)]<BR>
[Address(es) of Lead Underwriter(s)]</P>
<P>Ladies and Gentlemen:</P>

<P ALIGN="JUSTIFY">We, together with Friday, Eldredge &amp; Clark, LLP and Wise Carter Child &amp; Caraway, Professional Association, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective [________], [20__] (the &quot;Underwriting Agreement&quot;), between the Company and you, of $[________] principal amount of its First Mortgage Bonds, [___]% Series due [________], [20__] (the &quot;Bonds&quot;), 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 &quot;Corporate Trustee&quot;), 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 [________] Sup
plemental Indenture, dated as of [________], [20__] (the &quot;Supplemental Indenture&quot;) (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;).  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.</P>
<P ALIGN="JUSTIFY">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 the Company's By-Laws, each as amended; (b)&nbsp;the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement, the Prospectus and the Disclosure Package; (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 the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Company and the Holding Company Act Order.  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.  As to questions of fact material to the opinions 
expressed herein, we have relied upon representations and certifications of officers of the Company (including but not limited to those contained in the Registration Statement, the Prospectus, the Disclosure Package and 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.  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 a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.</P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P><DIR>
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<P ALIGN="JUSTIFY">(1)&#9;The Mortgage has been duly authorized by all necessary corporate action on the part of the Company, has been duly 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 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 provided for therein, (ii) applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, 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 (iii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought and is qualified under the Trust Indenture Act, and no proceedings to su
spend such qualification have been instituted or, to our knowledge, threatened by the Commission.</P>
<P ALIGN="JUSTIFY">(2)&#9;The Bonds have been duly 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 (i) applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, 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 (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought and are entitled to the benefit of the security afforded by the Mortgage.</P>
<P ALIGN="JUSTIFY">(3)&#9;The statements made in the Prospectus under the captions &quot;Description of the First Mortgage Bonds&quot; and &quot;Description of the Bonds,&quot; 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.</P>
<P ALIGN="JUSTIFY">(4)&#9;The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</P>
<P ALIGN="JUSTIFY">(5)&#9;Except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not express an opinion, the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, 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 w
ith 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 (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not express an opinion), 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 A
ct.</P>
<P ALIGN="JUSTIFY">(6)&#9;The Holding Company Act Order has been entered by the Commission authorizing the issuance and sale of the Bonds by the Company; to the best of our knowledge, said order or 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.</P></DIR>
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<P ALIGN="JUSTIFY">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, the Disclosure Package 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 registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.  Our examination of the Registration Statement, the Disclosure Package and the Prospectus and our 
discussions did not disclose to us any information which gives us reason to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, 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, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) 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 mate
rial 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, statistical or accounting data included or incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package, (ii) the Statements of Eligibility or (iii) the information contained in the Disclosure Package and the Prospectus under the caption &quot;Book-Entry Only Securities&quot;.</P>
<P ALIGN="JUSTIFY">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 &amp; 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 &amp; Caraway, Professional Association, by Friday, Eldredge &amp; 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.</P>
<P ALIGN="JUSTIFY">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 &amp; 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.</P><DIR>
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<P>Very truly yours,</P>

<P>&nbsp;</P>
<P>THELEN REID &amp; PRIEST LLP</P></DIR>
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<P ALIGN="RIGHT">EXHIBIT E</P>
<P ALIGN="CENTER">[Letterhead of Pillsbury Winthrop Shaw Pittman LLP]</P>
<P ALIGN="RIGHT">[________], [20__]</P>
<P>[Name(s) of Underwriter(s)]<BR>
[Address(es) of Lead Underwriter(s)]</P>
<P>Ladies and Gentlemen:</P>

<P ALIGN="JUSTIFY">We have acted as your counsel in connection with the issuance and sale by Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;) of $[________] aggregate principal amount of its First Mortgage Bonds, [___]% Series due [________], [20__] (the &quot;Bonds&quot;) 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 &quot;Corporate Trustee&quot;), 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 [________] Supplemental Indenture, dated as of [________], [20__] (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;), pursuant to the Underwriting Agreement between you and the Company effective [_______
_], [20__] (the &quot;Underwriting Agreement&quot;).  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">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 (without independent inquiry) upon opinions of even date herewith addressed to you by Friday, Eldredge &amp; Clark, LLP, counsel for the Company, as to all matters of Arkansas law related to this opinion and by Wise Carter Child &amp; Caraway, Professional Association, as to all matters of Mississippi and Wyoming law related to this opinion.  </P>
<P ALIGN="JUSTIFY">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 also relied upon representations and certifications of the Company in such documents and in the Underwriting Agreement, and upon statements in the Registration Statement, the Disclosure Package and the Prospectus. 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 reviewed the Bonds, except a specimen 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 express no opinion or belief as to matters relating to, titles to property, franchises, and the nature, extent and priority of the lien purported to be created by the Mortgage or the recordation or perfection of such lien.  We have assumed, without independent verification, the validity and accuracy of all certificates and opinions delivered under the Mortgage in connection with the issuance and sale of the Bonds. No opinion is expressed regarding compliance with covenants in any agreement to which the Company or any of its affiliates is a party, or in any regulatory order pertaining to the Company or any of its affiliates, incorporating calculations of a financial or accounting nature.  </P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P><DIR>
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<P ALIGN="JUSTIFY">(1)&#9;The Mortgage has been duly authorized by all necessary corporate action on the part of the Company, has been duly 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) applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, 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 (iii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought; 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.</P>
<P ALIGN="JUSTIFY">(2)&#9;The Bonds have been duly 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 (i) applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, 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 (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought and are entitled to the benefit of the security purported to be afforded by the Mortgage.</P>
<P ALIGN="JUSTIFY">(3)&#9;The statements made in the Prospectus under the captions &quot;Description of the First Mortgage Bonds&quot; and &quot;Description of the Bonds,&quot; 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.</P>
<P ALIGN="JUSTIFY">(4)&#9;The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</P>
<P ALIGN="JUSTIFY">(5)&#9;The Holding Company Act Order has been entered by the Commission authorizing the issuance and sale of the Bonds by the Company; to the best of our knowledge, the Holding Company Act Order is in full force and effect; and no further approval, authorization, consent or other order of any governmental body (other than under the Securities Act or the Trust Indenture Act 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.</P>
<P ALIGN="JUSTIFY">(6)&#9;Except in each case as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not pass, the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, 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 b
y 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 (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not pass), 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.  In passing upon the forms of the Registration Statement and the Prospectus, and the documents or portions thereof filed with the Commission by the Company and incorporated or deemed to be incorporated by reference in the Prospectus, we have assumed that the statements included or incorporated by reference therein are correct and complete.</P></DIR>
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<P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY">In connection with the preparation by the Company of the Registration Statement, the Disclosure Package 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 registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.  While we reviewed certain corporate records and documents and statements of officers and other representatives of the Company as to the existence and consequences of certain factual and other matters, the primary purpose of our professional engagement was not to establish or confirm factual matters, legal matters not governed by New York law or United States federal law or financial or quantitative information.  Therefore, we are not passing upon and do not assume any responsibili
ty for the accuracy, completeness or fairness of the statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus (except to the extent expressly set forth in paragraph (3) above) and have not made an independent check or verification thereof.  Our review of the Registration  Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions did not disclose to us any information that gives us reason to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, 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, (ii) the Disclosure Package, at the Applicable Time, contained any untr
ue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) the Prospectus, at the time filed with the Commission pursuant to Rule 424(b) or 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 belief as to (i) the financial statements and other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus or (ii) the Statements of Eligibility.</P>
<P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY">This opinion is furnished only to you in connection with the transaction contemplated by the Underwriting Agreement and is solely for your benefit.  This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person for any purpose without our prior written consent (including by any person that acquires Bonds from you).</P><DIR>
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<P>Very truly yours,</P>

<P>&nbsp;</P>
<P>PILLSBURY WINTHROP SHAW PITTMAN LLP</P></DIR>
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<P ALIGN="RIGHT">EXHIBIT F</P>
<P ALIGN="CENTER">ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS<BR>
PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT<BR>
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS<BR>
REFERRED TO THEREIN</P>
<P ALIGN="CENTER"></P>
<P ALIGN="JUSTIFY">&nbsp;</P></BODY>
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<TYPE>EX-5
<SEQUENCE>3
<FILENAME>a035065a.htm
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<P ALIGN="RIGHT">EXHIBIT 5(a)</P>

<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">March 23, 2006</P>
<P>Entergy Mississippi, Inc.<br>
308 Pearl Street<br>
Jackson, Mississippi  39201</P>
<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">With respect to the Registration Statement on Form&nbsp;S-3, including the exhibits thereto, which Entergy Mississippi, Inc. (the &quot;Company&quot;) proposes to file with the Securities and Exchange Commission on or shortly after the date hereof, for the registration under the Securities Act of 1933, as amended (the &quot;Securities Act&quot;), of $300,000,000 in aggregate principal amount of its First Mortgage Bonds (the &quot;Bonds&quot;) and/or its Debt Securities (the &quot;Debt Securities&quot;), each to be issued in one or more new series, and for the qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust, dated February 1, 1988, with The Bank of New York, successor Corporate Trustee, and Stephen J. Giurlando, successor co-Trustee, as heretofore supplemented and modified and as proposed to be further supplemented, under which the Bonds are to be issued, and of the Indenture for Unsecured Debt Securities (the &quot;Indenture&quot
;) between the Company and a trustee named therein (the &quot;Indenture Trustee&quot;) under which the Debt Securities are to be issued, we advise you as follows:</P>
<P ALIGN="JUSTIFY">We are of the opinion that the Company is a corporation duly organized and validly existing under the laws of the State of Mississippi.  </P>
<P ALIGN="JUSTIFY">Subject to the qualifications hereinafter expressed, we are of the further opinion that the Bonds and the Debt Securities, each when issued and delivered for the respective consideration contemplated by, and otherwise as respectively contemplated in, the Registration Statement, will respectively be legally issued and will be binding obligations of the Company.</P>
<P ALIGN="JUSTIFY">For purposes of the opinions set forth above, we have assumed (1) that the Bonds and the Debt Securities each will be issued and delivered in compliance with appropriate action with regard to the issuance of the Bonds and the Debt Securities, respectively, by and before the Federal Energy Regulatory Commission and, to the extent, if any, required, by and before the Securities and Exchange Commission, (2) that the Bonds and the Debt Securities each will be issued and delivered in compliance with the due authorization of and in accordance with the terms set by the Company's Board of Directors or, when authorized, either the Executive Committee thereof or an authorized officer of the Company and (3) that the Indenture will be executed and delivered in compliance with the due authorization of (a) the Company's Board of Directors or, when authorized, either the Executive Committee thereof or an authorized officer of the Company and (b) the Indenture Trustee.</P>
<P ALIGN="JUSTIFY">This opinion is limited to the laws of the States of Mississippi and New York.  To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of Thelen Reid &amp; Priest LLP of New York, New York, which is being filed as Exhibit 5(b) to the Registration Statement.  </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">We hereby consent to the filing of this opinion as Exhibit 5(a) to the Registration Statement and to the references to our firm, as counsel, in the Registration Statement and in the prospectus contained therein.  In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P>Very truly yours,</P>

<P>WISE CARTER CHILD &amp; CARAWAY,  Professional Association</P>

<P>By:  /s/ Betty Toon Collins<BR>
Betty Toon Collins</P>
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<P ALIGN="RIGHT">EXHIBIT 5(b)</P>

<P>&nbsp;</P><DIR>
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<P>March 23, 2006</P></DIR>
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<P>Entergy Mississippi, Inc.<br>
308 East Pearl Street<br>
Jackson, Mississippi  39201</P>
<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">We refer to the Registration Statement on Form&nbsp;S-3, including the exhibits thereto, which Entergy Mississippi, Inc. (the &quot;Company&quot;) proposes to file with the Securities and Exchange Commission on or shortly after the date hereof, for (I) the registration under the Securities Act of 1933, as amended (the &quot;Securities Act&quot;), of $300,000,000 in aggregate principal amount of (a) its First Mortgage Bonds (the &quot;Bonds&quot;) and/or (b) its Debt Securities (the &quot;Debt Securities&quot;); such Bonds to be issued in one or more new series, under the Company's Mortgage and Deed of Trust, dated as February 1, 1988, with The Bank of New York, successor Corporate Trustee, and Stephen J. Giurlando, successor co-Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quo
t;Mortgage&quot;), and such Debt Securities to be issued in one or more series under an Indenture for Debt Securities (the &quot;Indenture&quot;) between the Company and a trustee named therein (the &quot;Indenture Trustee&quot;); and (II) the qualification under the Trust Indenture Act of 1939, as amended, of the Mortgage and the Indenture.</P>
<P ALIGN="JUSTIFY">Subject to the qualifications hereinafter expressed, we are of the opinion that the Bonds and the Debt Securities, each when issued and delivered for the consideration contemplated by, and otherwise as contemplated in, the Registration Statement, will be legally issued and will be binding obligations of the Company.</P>
<P ALIGN="JUSTIFY">For purposes of the opinions set forth above, we have assumed, as applicable to the respective securities, (I) that the Bonds and the Debt Securities each will be issued and delivered in compliance with the due authorization of and in accordance with the terms set by the Company's Board of Directors or, when authorized, either the Executive Committee thereof or an authorized officer, (II) that the Indenture will be executed and delivered in compliance with the due authorization of (a) the Company's Board of Directors or, when authorized, either the Executive Committee thereof or an authorized officer and (b) the Indenture Trustee, and (III) that the Bonds and the Debt Securities each will be issued and delivered in compliance with appropriate action with regard to the issuance of the Bonds and the Debt Securities, respectively, by and before the Federal Energy Regulatory Commission, and, to the extent, if any, required, by and before the Securities Exchange Commission.</P>
<P ALIGN="JUSTIFY">This opinion is limited to the laws of the States of New York and Mississippi and of the United States of America.  To the extent that the opinions relate to or are dependent upon matters governed by the laws of Mississippi, we have relied upon the opinion of Wise Carter Child &amp; Caraway, Professional Association, which is being filed as Exhibit 5(a) to the Registration Statement.</P>
<P ALIGN="JUSTIFY">We hereby consent to the filing of this opinion as Exhibit 5(b) to the Registration Statement and to the references to our firm, as counsel, in the Registration Statement and in the prospectus contained therein.  In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.</P>
<P>Very truly yours,</P>
<P>/s/ Thelen Reid &amp; Priest LLP</P>
<P>THELEN REID &amp; PRIEST LLP</P>
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<FILENAME>a0350623c.htm
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<B><FONT SIZE=3><P ALIGN="RIGHT">Exhibit 23(c)</P>
<P ALIGN="RIGHT"></P>
<P ALIGN="CENTER">CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</P>
</B>
<P>We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 9, 2006, relating to the financial statements and financial statement schedule of Entergy Mississippi, Inc., and management's report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, 2005 and to the reference to us under the heading &quot;Experts&quot; in the Prospectus, which is part of this Registration Statement.</P>

<P>&nbsp;</P>
<P>/s/ Deloitte &amp; Touche LLP</P>

<P>&nbsp;</P>
<P>New Orleans, Louisiana<br>
March 23, 2006</P>

<P>&nbsp;</P></FONT></BODY>
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<TYPE>EX-25
<SEQUENCE>6
<FILENAME>a0350625a.htm
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<B><P ALIGN="RIGHT">Exhibit 25(a)</P>
</B><P ALIGN="CENTER">= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =<BR>
FORM T-1</P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C.  20549</P>
<P ALIGN="CENTER">STATEMENT OF ELIGIBILITY<BR>
UNDER THE TRUST INDENTURE ACT OF 1939 OF A<BR>
CORPORATION DESIGNATED TO ACT AS TRUSTEE</P>
<P ALIGN="CENTER">CHECK IF AN APPLICATION TO DETERMINE<BR>
ELIGIBILITY OF A TRUSTEE PURSUANT TO<BR>
SECTION 305(b)(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;|__|</P>
<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">THE BANK OF NEW YORK</P>
<P ALIGN="CENTER">(Exact name of trustee as specified in its charter)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=590 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="67%" VALIGN="TOP">
<P>New York<BR>
(State of incorporation<BR>
if not a U.S. national bank)<br>
&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>13-5160382<BR>
(I.R.S. employer<BR>
identification no.)</TD>
</TR>
<TR><TD WIDTH="67%" VALIGN="TOP">
<P>One Wall Street, New York, N.Y.<BR>
(Address of principal executive offices)</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>10286<BR>
(Zip code)</TD>
</TR>
</TABLE>

  </center>
</div>

<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<BR>
(Exact name of obligor as specified in its charter)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=3 WIDTH=590 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="67%" VALIGN="TOP">
<P>Mississippi<BR>
(State or other jurisdiction of<BR>
incorporation or organization)<br>
&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>64-0205830<BR>
(I.R.S. employer<BR>
identification no.)</TD>
</TR>
<TR><TD WIDTH="67%" VALIGN="TOP">
<P>308 East Pearl Street<BR>
Jackson, Mississippi<BR>
(Address of principal executive offices)</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P><BR>
39201<BR>
(Zip code)</TD>
</TR>
</TABLE>

  </center>
</div>

<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">First Mortgage Bonds<BR>
(Title of the indenture securities)</P>
<P ALIGN="center">= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =<BR>
</P>
<P ALIGN="JUSTIFY"></P>

<B><P ALIGN="JUSTIFY">1.&#9;General information.  Furnish the following information as to the Trustee:</P>

<P ALIGN="JUSTIFY">(a)&#9;Name and address of each examining or supervising authority to which it is subject.</P>
</B>
<div align="center">
  <center>
<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=3 WIDTH=590 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="58%" VALIGN="MIDDLE">
<P ALIGN="CENTER">Name</TD>
<TD WIDTH="42%" VALIGN="MIDDLE">
<P ALIGN="CENTER">Address</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">

<P>Superintendent of Banks of the State of New York</TD>
<TD WIDTH="42%" VALIGN="TOP">
<P>One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">

<P>Federal Reserve Bank of New York</TD>
<TD WIDTH="42%" VALIGN="TOP">
<P>33 Liberty Street, New York, N.Y.  10045</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">

<P>Federal Deposit Insurance Corporation</TD>
<TD WIDTH="42%" VALIGN="TOP">
<P>Washington, D.C.  20429</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">

<P>New York Clearing House Association</TD>
<TD WIDTH="42%" VALIGN="TOP">
<P>New York, New York   10005</TD>
</TR>
</TABLE>
  </center>
</div>

<B><P ALIGN="JUSTIFY">(b)&#9;Whether it is authorized to exercise corporate trust powers.</P>

</B><P ALIGN="JUSTIFY">Yes.</P>
<B><P ALIGN="JUSTIFY">2.&#9;Affiliations with Obligor.</P>
<P ALIGN="JUSTIFY">If the obligor is an affiliate of the trustee, describe each</B> <B>such affiliation. </P>
</B><P ALIGN="JUSTIFY">None.</P>
<B><P ALIGN="JUSTIFY">16.&#9;List of Exhibits. </P>
<P ALIGN="JUSTIFY">Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).</P>

</B><P ALIGN="JUSTIFY">1.&#9;A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No.&nbsp;1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form <BR>
T-1 filed with Registration Statement No. 333-121195.)</P>
<P ALIGN="JUSTIFY">4.&#9;A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)</P>
<P ALIGN="JUSTIFY">6.&#9;The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)</P>
<P ALIGN="JUSTIFY">7.&#9;A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.</P>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="CENTER"></P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="CENTER">SIGNATURE</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 16th day of  March, 2006.</P><DIR>
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<P ALIGN="JUSTIFY">THE&nbsp;BANK&nbsp;OF&nbsp;NEW&nbsp;YORK</P><DIR>

<P>By:  <U>/S/       BEATA HRYNIEWICKA &#9;<BR>
</U>Name: BEATA HRYNIEWICKA<BR>
Title:   ASSISTANT TREASURER</P></DIR>
</DIR>
</DIR>
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</DIR>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="right">Exhibit 7</p>

<P ALIGN="CENTER">Consolidated&nbsp;Report&nbsp;of&nbsp;Condition&nbsp;of</P>
<P ALIGN="CENTER">THE BANK OF NEW YORK</P>
<P ALIGN="CENTER">of One Wall Street, New York, N.Y. 10286<BR>
And Foreign and Domestic Subsidiaries,</P>
<P ALIGN="JUSTIFY">a member of the Federal Reserve System, at the close of business December 31, 2005, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=3 WIDTH=638 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="506" VALIGN="BOTTOM">
<B><P>ASSETS</B></TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">Dollar Amounts<BR>
In Thousands</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Cash and balances due from depository institutions:</TD>
<TD WIDTH="120" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Noninterest-bearing balances and currency and coin</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">$3,361,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Interest-bearing balances</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">7,528,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Securities:</TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Held-to-maturity securities</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">1,977,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Available-for-sale securities</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">22,664,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Federal funds sold and securities purchased under agreements to resell</TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>   &nbsp;   Federal funds sold in domestic offices</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">809,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>   &nbsp;   Securities purchased under agreements to   resell</P>
</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">309,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Loans and lease financing receivables:</TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Loans and leases held for sale</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">0</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Loans and leases, net of unearned income</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">33,263,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; LESS: Allowance for loan and lease losses</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">408,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Loans and leases, net of unearned
income and allowance</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">32,855,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Trading assets</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">5,625,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Premises and fixed assets (including capitalized leases)</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">821,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Other real estate owned</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">0</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Investments in unconsolidated subsidiaries and associated companies</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">283,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Customers' liability to this bank on acceptances outstanding</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">117,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Intangible assets:</TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>   &nbsp;   Goodwill</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">2,138,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>   &nbsp;   Other intangible assets</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">764,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Other assets</TD>
<TD WIDTH="120" VALIGN="BOTTOM" style="border-bottom-style: solid; border-bottom-width: 1">

<P ALIGN="RIGHT">6,617,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Total assets</TD>
<TD WIDTH="120" VALIGN="BOTTOM" style="border-top-style: solid; border-top-width: 1; border-bottom-style: double; border-bottom-width: 3">

<P ALIGN="RIGHT">$85,868,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<B><P>LIABILITIES</B></TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Deposits:</TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; In domestic offices</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">$38,100,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Noninterest-bearing</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">18,123,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Interest-bearing</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">19,977,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; In foreign offices, Edge and Agreement subsidiaries, and IBFs</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">27,218,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Noninterest-bearing</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">383,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>&nbsp; Interest-bearing</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">26,835,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Federal funds purchased and securities sold under agreements to repurchase</TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>   &nbsp;   Federal funds purchased in domestic offices</P>
</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">844,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>   &nbsp;   Securities sold under agreements to     repurchase&#9;&#9;</P>
</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">118,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Trading liabilities</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">2,555,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Other borrowed money:<BR>
(includes mortgage indebtedness and obligations under capitalized leases)</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">1,327,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Not applicable</TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Bank's liability on acceptances executed and outstanding</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">119,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Subordinated notes and debentures</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">1,955,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP" HEIGHT=31>

<P>Other liabilities</TD>
<TD WIDTH="120" VALIGN="BOTTOM" HEIGHT=31 style="border-bottom-style: solid; border-bottom-width: 1">

<P ALIGN="RIGHT">5,119,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Total liabilities</TD>
<TD WIDTH="120" VALIGN="BOTTOM" style="border-top-style: solid; border-top-width: 1; border-bottom-style: double; border-bottom-width: 3">

<P ALIGN="RIGHT">$77,355,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Minority interest in consolidated subsidiaries</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">139,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">
<B>

<P>EQUITY CAPITAL</B></TD>
<TD WIDTH="120" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Perpetual preferred stock and related surplus</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">0</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Common stock</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">1,135,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP" HEIGHT=31>

<P>Surplus (exclude all surplus related to preferred stock)</TD>
<TD WIDTH="120" VALIGN="BOTTOM" HEIGHT=31>
<P ALIGN="RIGHT">2,097,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Retained earnings</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">5,256,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Accumulated other comprehensive income</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">-114,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Other equity capital components</TD>
<TD WIDTH="120" VALIGN="BOTTOM">
<P ALIGN="RIGHT">0</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Total equity capital</TD>
<TD WIDTH="120" VALIGN="BOTTOM" style="border-bottom-style: solid; border-bottom-width: 1">

<P ALIGN="RIGHT">8,374,000</TD>
</TR>
<TR><TD WIDTH="506" VALIGN="TOP">

<P>Total liabilities, minority interest, and equity capital</TD>
<TD WIDTH="120" VALIGN="BOTTOM" style="border-top-style: solid; border-top-width: 1; border-bottom-style: double; border-bottom-width: 3">

<P ALIGN="RIGHT">$85,868,000</TD>
</TR>
</TABLE>

  </center>
</div>

<P ALIGN="JUSTIFY">I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.</P>
<P ALIGN="RIGHT">Thomas J. Mastro,<BR>
Executive Vice President and Comptroller</P>
<P ALIGN="JUSTIFY">We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=530 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="43%" VALIGN="MIDDLE" HEIGHT=73>
<P>Thomas A. Renyi<BR>
Gerald L. Hassell </P>
</TD>
<TD WIDTH="57%" VALIGN="MIDDLE" HEIGHT=73>
<P ALIGN="CENTER">Directors</TD>
</TR>
</TABLE>

  </center>
</div>

<P ALIGN="JUSTIFY"></P>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>7
<FILENAME>a0350625b.htm
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>

<B><P ALIGN="RIGHT">Exhibit 25(b)</P>
</B><P ALIGN="center">===============================================================</P>
<P ALIGN="CENTER">FORM T-2</P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C.  20549</P>
<P ALIGN="CENTER">STATEMENT OF ELIGIBILITY<br>
UNDER THE TRUST INDENTURE ACT OF 1939 OF AN<br>
INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE</P>
<P ALIGN="CENTER">CHECK IF AN APPLICATION TO DETERMINE<br>
ELIGIBILITY OF A TRUSTEE PURSUANT TO<br>
SECTION 305(b)(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;|__|</P>
<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">Stephen J. Giurlando<BR>
(Name of trustee)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=3 WIDTH=590 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="63%" VALIGN="TOP">
<P>###-##-####<BR>
(Social Security Number)</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P>101 Barclay Street, 8E<BR>
New York, New York 10286<BR>
(Business address: street,<BR>
city state and zip code)</TD>
</TR>
</TABLE>

  </center>
</div>

<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<BR>
(Exact name of obligor as specified in its charter)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=590 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="67%" VALIGN="TOP">
<P>Mississippi<BR>
(State or other jurisdiction of<BR>
incorporation or organization)</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>64-0205830<BR>
(I.R.S. employer<BR>
identification no.)</TD>
</TR>
<TR><TD WIDTH="67%" VALIGN="TOP">
<P>308 East Pearl Street<BR>
Jackson, Mississippi<BR>
(Address of principal executive offices)</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P><BR>
39201<BR>
(Zip code)</TD>
</TR>
</TABLE>

  </center>
</div>

<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">First Mortgage Bonds<BR>
(Title of the indenture securities)</P>
<P ALIGN="center">===============================================================</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">&nbsp;</P>
</B><P ALIGN="JUSTIFY">1.<B>&#9;Affiliations with Obligor.</P>
<P ALIGN="JUSTIFY">If the obligor is an affiliate of the trustee, describe each</B> <B>such affiliation. </P>
</B><P ALIGN="JUSTIFY">None.  (see Note on page 3.)</P>
<P ALIGN="JUSTIFY">2.<B>&#9;Trusteeships under other indentures.</P>

<P ALIGN="JUSTIFY">If the trustee is trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, file a copy of each such indenture as an exhibit and furnish the following information:</P>

<P ALIGN="JUSTIFY">(a)&#9;Title of the securities outstanding under each such other indenture.</P>

</B><P ALIGN="JUSTIFY">Not applicable.</P>

<B><P ALIGN="JUSTIFY">(b)&#9;A brief statement of the facts relied upon by the trustee as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture.</P>

</B><P ALIGN="JUSTIFY">Not applicable.</P>
<P ALIGN="JUSTIFY">11.<B>&#9;List of Exhibits.</P>
</B><P ALIGN="JUSTIFY">None.</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">NOTE</P>
<P ALIGN="JUSTIFY">Inasmuch as this Form T-2 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 1, the answer to said Item is based on incomplete information.</P>
<P ALIGN="JUSTIFY">Item 1 may, however, be considered as correct unless amended by an amendment to this Form T-2.</P>
<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">SIGNATURE</P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Trust Indenture Act of 1939, I, Stephen J. Giurlando have signed this statement of eligibility in The City of New York and State of New York, on the 21st day of March, 2006.</P>
<P ALIGN="JUSTIFY"></P>

<U><P ALIGN="JUSTIFY">/S/             STEPHEN J. GIURLANDO <br>

</U>Name:       STEPHEN J. GIURLANDO</P>
<P ALIGN="JUSTIFY"></P></BODY>
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