EXHIBIT 3(e)2
                          ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                            MISSISSIPPI POWER COMPANY


       The following provisions of the Articles of Incorporation ("Charter") are
hereby deleted in their entirety:

1.     The Debt Limitation Provision

       Subparagraph (F)(b) of Paragraph FOURTH under "General Provisions" of the
"Preferred Stock" section of the Charter which provides as follows is hereby
deleted in its entirety:

         "So long as any shares of the preferred stock are outstanding, the
       corporation shall not, without the affirmative vote in favor thereof of
       the holders of at least a majority of the shares of preferred stock at
       the time outstanding,

             (b)(i) issue or assume any secured notes, debentures or other
         securities representing unsecured debt (other than for the purpose of
         refunding or renewing outstanding unsecured securities issued or
         assumed by the corporation resulting in equal or longer maturities or
         redeeming or otherwise retiring all outstanding shares of the preferred
         stock or of any kind of stock over which the preferred stock does not
         have preference as to the payment of dividends and as to assets) if
         immediately after such issue or assumption (1) the total outstanding
         principal amount of all unsecured notes, debentures or other securities
         representing unsecured debt of the corporation will thereby exceed 20%
         of the aggregate of all existing secured debt of the corporation and
         the capital stock, premiums thereon and surplus of the corporation as
         stated on its books; or (2) the total outstanding principal amount of
         all unsecured notes, debentures or other securities representing
         unsecured debt of the corporation of maturities of less than ten years
         would exceed 10% of such aggregate;

             (ii) for the purpose of sub-paragraph (i) above, the payment due
         upon the maturity of unsecured debt having an original single maturity
         in excess of 10 years or the payment due upon the final maturity of any
         unsecured serial debt which had original maturities in excess of ten
         years shall not be regarded as unsecured debt of a maturity of less
         than 10 years until such payment shall be required to be made within 3
         years."

2.     The Merger Provision

       Subparagraph (F)(a) of Paragraph FOURTH under "General Provisions" of the
"Preferred Stock" section of the Charter which provides as follows is hereby
deleted in its entirety:

         "So long as any shares of the preferred stock are outstanding, the
       corporation shall not, without the affirmative vote in favor thereof of
       the holders of at least a majority of the shares of preferred stock at
       the time outstanding,

         (a) sell, lease or exchange all or substantially all of its property or
       merge or consolidate with or into any other corporation or corporations,
       unless such sale, lease, exchange, merger or consolidation, or the
       issuance and assumption of all securities to be issued or assumed in
       connection therewith, shall have been ordered, approved or permitted by
       the Securities and Exchange Commission, or by any successor commission
       thereto, under the Public Utility

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       Holding Company Act of 1935; provided, however, that nothing in this
       paragraph contained shall authorize any such sale, lease, exchange,
       merger or consolidation by the vote of the holders of a less number of
       shares of the preferred stock, or of any other class of stock, or of all
       classes of stock, than is required for any such sale, lease, exchange,
       merger or consolidation by the laws of the State of Mississippi at the
       time applicable thereto."

3.     The Common Stock Dividend Provision

         The relevant provision of Subparagraph (B) of Paragraph FOURTH under
       "General Provisions" of the "Preferred Stock" section of the Charter
       which provides as follows is hereby deleted in its entirety:

             "So long as any shares of the preferred stock are outstanding, the
         payment of dividends on the common stock (other than dividends payable
         in common stock) and the making of any distribution of assets to
         holders of common stock by purchase of shares or otherwise (each of
         such actions being herein embraced within the term "payment of common
         stock dividends") shall be subject to the following limitations:

                  (a) If and so long as the ratio of the aggregate of the par
             value of, or stated capital represented by, the outstanding shares
             of common stock (including premiums on the common stock but
             excluding premiums on the preferred stock) and of the surplus of
             the corporation to the total capitalization and surplus of the
             corporation at the end of a period of twelve consecutive calendar
             months within the fourteen calendar months immediately preceding
             the calendar month in which the proposed payment of common stock
             dividends is to be made (which period is hereinafter referred to as
             the "base period"), adjusted to reflect the proposed payment of
             common stock dividends (which ratio is hereinafter referred to as
             the "capitalization ratio"), is less than 20%, the payment of
             common stock dividends, including the proposed payment, during the
             twelve calendar months period ending with and including the
             calendar month in which the proposed payment is to be made shall
             not exceed 50% of the net income of the corporation available for
             the payment of dividends on the common stock during the base
             period;

                  (b) If and so long as the capitalization ratio is 20% or more
             but less than 25%, the payment of common stock dividends, including
             the proposed payment, during the twelve calendar months period
             ending with and including the calendar month in which the proposed
             payment is to be made shall not exceed 75% of the net income of the
             corporation available for the payment of dividends on the common
             stock during the base period;

                  (c) Except to the extent permitted under paragraph (a) and (b)
             above, the corporation shall not make any payment of common stock
             dividends which would reduce the capitalization ratio to less than
             25%.







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