Effective November 12, 1999

                                             Exhibit 3(i)(f)1

                      AMENDED AND RESTATED
                    ARTICLES OF INCORPORATION
                               OF

                    ENTERGY MISSISSIPPI, INC.


    Pursuant  to the provisions of Mississippi Code  of  1972
Annotated,  Section  79-4-10.07, the undersigned  Corporation
adopts  the  following  Amended  and  Restated  Articles   of
Incorporation:

       FIRST:   The  name  of  the  Corporation  is   ENTERGY
MISSISSIPPI, INC.

     SECOND: The period of its duration is perpetual.

      THIRD: The purpose or purposes which the Corporation is
authorized to pursue are:

      To  acquire,  buy,  hold, own, sell,  lease,  exchange,
dispose  of,  finance,  deal  in,  construct,  build,  equip,
improve, use, operate, maintain and work upon:

        (a)  Any and all kinds of plants and systems for  the
     manufacture, production, storage, utilization, purchase,
     sale,  supply, transmission, distribution or disposition
     of  electricity,  natural or artificial  gas,  water  or
     steam,  or  power  produced  thereby,  or  of  ice   and
     refrigeration of any and every kind;

        (b)  Any  and  all  kinds  of  telephone,  telegraph,
     radio,  wireless  and  other  systems,  facilities   and
     devices  for the receipt and transmission of sounds  and
     signals,  any  and  all  kinds of interurban,  city  and
     street  railways  and railroads and bus  lines  for  the
     transportation    of    passengers    and/or    freight,
     transmission  lines, systems, appliances, equipment  and
     devices  and  tracks,  stations,  buildings  and   other
     structures and facilities;

        (c)  Any  and  all  kinds  of  works,  power  plants,
     manufactories, structures, substations, systems, tracks,
     machinery,  generators,  motors,  lamps,  poles,  pipes,
     wires,  cables, conduits, apparatus, devices, equipment,
     supplies,   articles  and  merchandise  of  every   kind
     pertaining   to  or  in  anywise  connected   with   the
     construction,  operation  or maintenance  of  telephone,
     telegraph, radio, wireless and other systems, facilities
     and  devices for the receipt and transmission of  sounds
     and  signals, or of interurban, city and street railways
     and  railroads  and  bus lines, or in anywise  connected
     with  or  pertaining  to  the  manufacture,  production,
     purchase, use, sale, supply, transmission, distribution,
     regulation,   control  or  application  of  electricity,
     natural   or   artificial  gas,   water,   steam,   ice,
     refrigeration and power or any other purposes;

      To  acquire,  buy,  hold, own, sell,  lease,  exchange,
dispose  of, transmit, distribute, deal in, use, manufacture,
produce, furnish and supply street and interurban railway and
bus  service, electricity, natural or artificial gas,  light,
heat, ice, refrigeration, water and steam in any form and for
any purposes whatsoever, and any power or force or energy  in
any form and for any purposes whatsoever;

    To  buy, sell, manufacture, produce and generally deal in
milk, cream and any articles or substances used or usable  in
or  in connection with the manufacture and production of  ice
cream,  ices, beverages and soda fountain supplies;  to  buy,
sell,  manufacture, produce and generally deal in  ice  cream
and ices;

      To  acquire, organize, assemble, develop, build up  and
operate  constructing and operating and  other  organizations
and  systems, and to hire, sell, lease, exchange, turn  over,
deliver  and  dispose of such organizations  and  systems  in
whole  or in part and as going organizations and systems  and
otherwise,   and   to  enter  into  and  perform   contracts,
agreements  and  undertakings of any kind in connection  with
any or all the foregoing powers;

     To do a general contracting business;

      To  purchase,  acquire, develop, mine, explore,  drill,
hold, own and dispose of lands, interests in and rights  with
respect to lands and waters and fixed and movable property;

      To  borrow money and contract debts when necessary  for
the transaction of the business of the Corporation or for the
exercise of its corporate rights, privileges or franchises or
for  any other lawful purpose of its incorporation; to  issue
bonds,  promissory notes, bills of exchange,  debentures  and
other obligations and evidences of indebtedness payable at  a
specified  time or times or payable upon the happening  of  a
specified  event  or  events, whether  secured  by  mortgage,
pledge  or otherwise or unsecured, for money borrowed  or  in
payment  for  property  purchased or acquired  or  any  other
lawful objects;

      To  guarantee, purchase, hold, sell, assign,  transfer,
mortgage,  pledge or otherwise dispose of the shares  of  the
capital  stock of, or any bonds, securities or  evidences  of
indebtedness   created   by,   any   other   corporation   or
corporations of the State of Mississippi or any  other  state
or government and, while the owner of such stock, to exercise
all the rights, powers and privileges of individual ownership
with respect thereto including the right to vote thereon, and
to consent and otherwise act with respect thereto;

      To  aid  in  any manner any corporation or association,
domestic or foreign, or any firm or individual, any shares of
stock  in  which or any bonds, debentures, notes, securities,
evidences of indebtedness, contracts or obligations of  which
are  held  by or for the Corporation or in which  or  in  the
welfare of which the Corporation shall have any interest, and
to  do  any  acts designed to protect, preserve,  improve  or
enhance  the  value  of any property  at  any  time  held  or
controlled by the Corporation, or in which it may be  at  any
time interested; and to organize or promote or facilitate the
organization of subsidiary companies;

      To  purchase, hold, sell and transfer shares of its own
capital  stock,  provided  that  the  Corporation  shall  not
purchase its own shares of capital stock except frorn surplus
of  its  assets over its liabilities including  capital;  and
provided,  further, that the shares of its own capital  stock
owned by the Corporation shall not be voted upon directly  or
indirectly nor counted as outstanding for the purposes of any
stockholders' quorum or vote;

      In any manner to acquire, enjoy, utilize and to dispose
of  patents,  copyrights and trade-marks and any licenses  or
other rights or interests therein and thereunder:

    To purchase, acquire, hold, own or dispose of franchises,
concessions, consents, privileges and licenses necessary  for
and  in  its opinion useful or desirable for or in connection
with the foregoing powers;

      To  do all and everything necessary and proper for  the
accomplishment of the objects enumerated in these Amended and
Restated  Articles of Incorporation or any amendment  thereof
or  necessary or incidental to the protection and benefits of
the  Corporation,  and  in general to  carry  on  any  lawful
business necessary or not incidental to the attainment of the
objects  of  the Corporation whether or not such business  is
similar  in nature to the objects set forth in these  Amended
and  Restated  Articles  of Incorporation  or  any  amendment
thereof.

      To  do any or all things herein set forth, to the  same
extent and as fully as natural persons might or could do, and
in any part of the world, and as principal, agent, contractor
or  otherwise,  and either alone or in conjunction  with  any
other persons, firms, associations or corporations;

     To conduct its business in all its branches in the State
of  Mississippi, other states, the District of Columbia,  the
territories  and  colonies  of the  United  States,  and  any
foreign countries, and to have one or more offices out of the
State  of  Mississippi  and to hold, purchase,  mortgage  and
convey real and personal property both within and without the
State of Mississippi; provided, however, that the Corporation
shall not exercise any of the powers set forth herein for the
purpose   of  engaging  in  business  as  a  street  railway,
telegraph  or  telephone company unless  prior  thereto  this
Article  THIRD  shall  have  been  amended  to  set  forth  a
description of the line and the points it will traverse.

     FOURTH:  The  aggregate  number  of  shares  which   the
Corporation  shall  have  authority to  issue  is  17,178,808
shares,  divided into 2,178,808 shares of Preferred Stock  of
the  par  value  of $100 per share and 15,000,000  shares  of
Common Stock without par value.

      The  preferences,  limitations and relative  rights  in
respect of the shares of each class and the variations in the
relative  rights  and preferences as between  series  of  any
preferred or special class in series are as follows:

      The  Preferred Stock shall be issuable in one  or  more
series from time to time and the shares of each series  shall
have the same rank and be identical with each other and shall
have  the  same  relative rights except with respect  to  the
following:

        (a)  The  number  of shares to constitute  each  such
     series and the distinctive designation thereof;

        (b) The annual rate or rates of dividends payable  on
     shares  of  such  series, the dates on  which  dividends
     shall be paid in each year and the date from which  such
     dividends shall commence to accumulate;

        (c)  The  amount  or amounts payable upon  redemption
     thereof; and

        (d)  The  sinking fund provisions, if  any,  for  the
     redemption or purchase of shares;

which different characterics of clauses (a), (b), (c) and (d)
above may be stated and expressed with respect to each series
in  the resolution or resolutions providing for the issue  of
such  series  adopted by the Board of Directors or  in  these
Amended  and  Restated  Articles  of  Incorporation  or   any
amendment thereof.

     A series of 60,000 shares of Preferred Stock shall:

        (a)  be designated "4.36% Preferred Stock Cumulative,
     $100 Par Value";

        (b)  have  a  dividend rate of $4.36  per  share  per
     annum  payable quarterly on February 1, May 1, August  1
     and November 1 of each year, the first dividend date  to
     be February 1, 1963, and such dividends to be cumulative
     from  the  last date to which dividends upon  the  4.36%
     Preferred   Stock  Cumulative,  $100   Par   Value,   of
     Mississippi   Power   &   Light   Company,   a   Florida
     corporation, are paid;

        (c)  be  subject to redemption in the manner provided
     herein with respect to the Preferred Stock at the  price
     of  $105.36 per share if redeemed on or before  February
     1,  1964,  and  of $103.88 per share if  redeemed  after
     February 1, 1964, in each case plus an amount equivalent
     to the accumulated and unpaid dividends thereon, if any,
     to the date fixed for redemption.

A series of 44,476 shares of the Preferred Stock shall:

        (a)    be    designated   "4.56%   Preferred   Stock,
     Cumulative, $100 Par Value";

        (b)  have  a  dividend rate of $4.56  per  share  per
     annum  payable quarterly on February 1, May 1, August  1
     and November 1 of each year, the first dividend date  to
     be February 1, 1963, and such dividends to be cumulative
     from  the  last date to which dividends upon  the  4.56%
     Preferred   Stock,  Cumulative,  $100  Par   Value,   of
     Mississippi   Power   &   Light   Company,   a   Florida
     corporation, are paid; and

        (c)  be  subject to redemption in the manner provided
     herein with respect to the Preferred Stock at the  price
     of  $108.50 per share if redeemed on or before  November
     1,  l964,  and  of $107.00 per share if  redeemed  after
     November 1, 1964, in each case plus an amount equivalent
     to the accumulated and unpaid dividends thereon, if any,
     to the date fixed for redemption.

A series of 100,000 shares of the Preferred Stock shall:

        (a)    be    designated   "4.92%   Preferred   Stock,
     Cumulative, $100 Par Value";

        (b)  have  a  dividend rate of $4.92  per  share  per
     annum  payable quarterly on February 1, May 1, August  1
     and November 1 of each year, the first dividend date  to
     be February 1, 1966, and such dividends to be cumulative
     from the date of issue of said series; and

        (c)  be subject to redemption at the price of $106.30
     per  share if redeemed on or before January 1, 1971,  of
     $104.38 per share if redeemed after January 1, 1971  and
     on  or  before January 1, 1976, and of $102.88 per share
     if  redeemed after January 1, 1976, in each case plus an
     amount   equivalent  to  the  accumulated   and   unpaid
     dividends  thereon,  if  any,  to  the  date  fixed  for
     redemption.

A series of 100,000 shares of the Preferred Stock shall:

        (a)    be    designated   "7.44%   Preferred   Stock,
     Cumulative, $100 Par Value";

        (b)  have  a  dividend rate of $7.44  per  share  per
     annum  payable quarterly on February 1, May 1, August  1
     and November 1 of each year, the first dividend date  to
     be May 1, 1973, and such dividends to be cumulative from
     February 14, 1973; and

        (c)  be subject to redemption at the price of $108.39
     per share if redeemed on or before February 1, 1978,  of
     $106.53 per share if redeemed after February 1, 1978 and
     on  or before February 1, 1983, of $104.67 per share  if
     redeemed  after  February  1,  1983  and  on  or  before
     February  1, 1988, and of $102.81 per share if  redeemed
     after  February  1, 1988, in each case  plus  an  amount
     equivalent  to  the  accumulated  and  unpaid  dividends
     thereon,  if  any,  to  the date fixed  for  redemption;
     provided,  however, that no share of the 7.44% Preferred
     Stock,  Cumulative, $100 Par Value,  shall  be  redeemed
     prior to February 1, 1978 if such redemption is for  the
     purpose  or  in  anticipation of  refunding  such  share
     through  the  use,  directly  or  indirectly,  of  funds
     borrowed  by  the  Corporation,  or  through  the   use,
     directly  or  indirectly, of funds derived  through  the
     issuance by the Corporation of stock ranking prior to or
     on  a parity with the 7.44% Preferred Stock, Cumulative,
     $100  Par  Value,  as to dividends or  assets,  if  such
     borrowed  funds have an effective interest cost  to  the
     Corporation  (computed  in  accordance  with   generally
     accepted  financial  practice)  or  such  stock  has  an
     effective dividend cost to the Corporation (so computed)
     of   less  than  the  effective  dividend  cost  to  the
     Corporation  of  the 7.44% Preferred Stock,  Cumulative,
     $100 Par Value.

A series of 200,000 shares of the Preferred Stock shall:

        (a)  be  designated  as the "8.36%  Preferred  Stock,
     Cumulative, $100 Par Value";

        (b)  have  a  dividend rate of $8.36  per  share  per
     annum payable quarterly on February 1, May 1, August  1,
     and November 1 of each year, the first dividend date  to
     be February 1, 1993, and such dividends to be cumulative
     from the date of issuance; and

        (c)  be  subject to redemption at the price  of  $100
     par  share  plus an amount equivalent to the accumulated
     and  unpaid dividends thereon, if any, to the date fixed
     for  redemption  (except that  no  share  of  the  8.36%
     Preferred  Stock shall be redeemed on or before  October
     1, 1997).

    Subject    to    the    foregoing,   the   distinguishing
characteristics of the Preferred Stock shall be:

      (A) Each series of the Preferred Stock, pari passu with
all  shares  of preferred stock of any class or  series  then
outstanding, shall be entitled but only when and as  declared
by the Board of Directors, out of funds legally available for
the  payment of dividends in preference to the Common  Stock,
to dividends at tbe rate stated and expressed with respect to
such  series  herein  or  by  the resolution  or  resolutions
providing  for the issue of such series adopted by tbe  Board
of  Directors; such dividends to be cumulative from such date
and  payable on such dates in each year as may be stated  and
expressed in said resolution, to stockholders of record as of
a  date  not to exceed forty (40) days and not less than  ten
(10) days preceding the dividend payment dates so fixed.

      (B)  If  and  when  dividends payable  on  any  of  the
Preferred  Stock  of the Corporation at any time  outstanding
shall be in defauIt in an amount equal to four full quarterly
payments  or  more  per  share,  and  thereafter  until   all
dividends  on any such preferred stock in default shall  have
been paid, the holders of the Preferred Stock pari passu with
the holders of other preferred stock then outstanding, voting
separately  as  a  class,  shall be  entitled  to  elect  the
smallest  number  of  directors  necessary  to  constitute  a
majority  of  the  full Board of Directors,  and,  except  as
provided  in  the  following paragraph, the  holders  of  the
Common Stock, voting separately as a class, shall be entitled
to  elect  the  remaining directors of the Corporation.   The
terms  of  office, as directors, of all persons  who  may  be
directors of the Corporation at the time shall terminate upon
the  election of a majority of the Board of Directors by  the
holders of the Preferred Stock except that if the holders  of
the  Common  Stock  shall  not  have  elected  the  remaining
directors  of the Corporation, then, and only in that  event,
the  directors of the Corporation in office just prior to the
election  of  a  majority of the Board of  Directors  by  the
holders  of  the  Preferred Stock shall elect  the  remaining
directors of the Corporation.  Thereafter, while such default
continues and the majority of the Board of Directors is being
elected  by the holders of the Preferred Stock, the remaining
directors,  whether elected by directors,  as  aforesaid,  or
whether originally or later elected by holders of the  Common
Stock  shall  continue in office until their  successors  are
elected by holders of the Common Stock and shall qualify.

    If  and  when  all  dividends  then  in  default  on  the
Preferred  Stock;  then  outstanding  shall  be  paid   (such
dividends  to  be declared and paid out of any funds  legally
available  therefor as soon as reasonably  practicable),  the
holders  of  the  Preferred Stock shall be  divested  of  any
special right with respect to the election of directors,  and
the  voting power of the holders of the Preferred  Stock  and
the  holders of the Common Stock shall revert to  the  status
existing  before  the first dividend payment  date  on  which
dividends  on the Preferred Stock were not paid in full,  but
always  subject  to  the  same provisions  for  vesting  such
special rights in the holders of the Preferred Stock in  case
of  further like defaults in the payment of dividends thereon
as  described  in the immediately foregoing paragraph.   Upon
termination of any such special voting right upon payment  of
all  accumulated and unpaid dividends on the Preferred Stock,
the  terms of office of all persons who may have been elected
directors  of the Corporation by vote of the holders  of  the
Preferred  Stock as a class, pursuant to such special  voting
right  shall forthwith terminate, and the resulting vacancies
shall  be  filled by the vote of a majority of the  remaining
directors.

      In  case  of  any vacancy in the office of  a  director
occurring among the directors elected by the holders  of  the
Preferred  Stock, voting separately as a class, the remaining
directors  elected by the holders of the Preferred Stock,  by
affirmative  vote  of a majority thereof,  or  the  remaining
director  so  elected  if  there be  but  one,  may  elect  a
successor or successors to hold office for the unexpired term
or  terms of the director or directors whose place or  places
shall  be  vacant.  Likewise, in case of any vacancy  in  the
office  of  a  director  occurring among  the  directors  not
elected  by the holders of the Preferred Stock, the remaining
directors not elected by the holders of the Preferred  Stock,
by  affirmative vote of a majority thereof, or the  remaining
director  so  elected  if  there be  but  one,  may  elect  a
successor or successors to hold office for the unexpired term
or  terms of the director or directors whose place or  places
shall be vacant.

      Whenever the right shall have accrued to the holders of
the Preferred Stock to elect directors, voting separately  as
a  class,  it  shall  be the duty of the President,  a  Vice-
President  or  the Secretary of the Corporation forthwith  to
call  and  cause  notice  to  be given  to  the  shareholders
entitled to vote of a meeting to be held at such time as  the
Corporation's officers may fix, not less than forty-five (45)
nor  more  than  sixty (60) days after the  accrual  of  such
right, for the purpose of electing directors.  The notice  so
given  shall be mailed to each holder of record of  preferred
stock at his last known address appearing on the books of the
Corporation and shall set forth, among other things, (i) that
by  reason  of  the fact that dividends payable on  preferred
stock  are  in  default  in  an amount  equal  to  four  full
quarterly  payments  or more per share, the  holders  of  the
Preferred Stock, voting separately as a class, have the right
to  elect  the  smallest  number of  directors  necessary  to
constitute a majority of the full Board of Directors  of  the
Corporation, (ii) that any holder of the Preferred Stock  has
the  right,  at  any  reasonable time, to inspect,  and  make
copies  of,  the  list or lists of holders of  the  Preferred
Stock  maintained at the principal office of the  Corporation
or  at  the  office  of any Transfer Agent of  the  Preferred
Stock, and (iii) either the entirety of this paragraph or the
substance thereof with respect to the number of shares of the
Preferred Stock required to be represented at any meeting, or
adjournment thereof, called for the election of directors  of
the  Corporation.  At the first meeting of stockholders  held
for the purpose of electing directors during such time as the
holders of the Preferred Stock shall have the special  right,
voting  separately  as  a  class,  to  elect  directors,  the
presence  in person or by proxy of the holders of a  majority
of   the  outstanding  Common  Stock  shall  be  required  to
constitute  a  quorum  of  such class  for  the  election  of
directors,  and  the presence in person or by  proxy  of  the
holders  of  a  majority of the outstanding  Preferred  Stock
shall  be  required to constitute a quorum of such class  for
the  election of directors; provided, however,  that  in  the
absence of a quorum of the holders of the Preferred Stock, no
election  of directors shall be held, but a majority  of  the
holders  of the Preferred Stock who are present in person  or
by  proxy  shall  have power to adjourn the election  of  the
directors to a date not less than fifteen (15) nor more  than
fifty  (50)  days  from  the giving of  the  notice  of  such
adjourned  meeting  hereinafter provided for;  and  provided,
further,  that  at such adjourned meeting,  the  presence  in
person  or  by proxy of the holders of 35% of the outstanding
Preferred  Stock shall be required to constitute a quorum  of
such  class for the election of directors.  In the event such
first meeting of stockholders shall be so adjourned, it shall
be  the  duty  of  the  President, a  Vice-President  or  the
Secretary of the Corporation, within ten (10) days  from  the
date  on  which such first meeting shall have been adjourned,
to  cause notice of such adjourned meeting to be given to the
shareholders entitled to vote thereat, such adjourned meeting
to  be  held  not less than fifteen (15) days nor  more  than
fifty (50) days from the giving of such second notice.   Such
second   notice  shall  be  given  in  the  form  and  manner
hereinabove provided for with respect to the notice  required
to  be given of such first meeting of stockholders, and shall
further set forth that a quorum was not present at such first
meeting  and  that  the  holders of 35%  of  the  outstanding
Preferred  Stock shall be required to constitute a quorum  of
such  class  for the election of directors at such  adjourned
meeting.  If the requisite quorum of holders of the Preferred
Stock  shall  not be present at said adjourned meeting,  then
the  directors of the Corporation then in office shall remain
in  office  until the next Annual Meeting of the Corporation,
or special meeting in lieu thereof and until their successors
shall have been elected and shall qualify. Neither such first
meeting  nor such adjourned meeting shall be held on  a  date
within sixty (60) days of the date of the next Annual Meeting
of  the Corporation, or special meeting in lieu thereof.   At
each Annual Meeting of the Corporation, or special meeting in
lieu  thereof,  held during such time as the holders  of  the
Preferred Stock, voting separately as a class. shall have the
right  to  elect  a majority of the Board of  Directors,  the
foregoing  provisions  of this paragraph  shall  govern  each
Annual  Meeting, or special meeting in lieu  thereof,  as  if
said Annual Meeting or special meeting were the first meeting
of  stockholders  held for the purpose of electing  directors
after the right of the holders of the Preferred Stock, voting
separately  as a class, to elect a majority of the  Board  of
Directors, should have accrued the exception, that if, at any
adjourned annual meeting, or special meeting in lieu thereof,
the holders of 35% of the outstanding Preferred Stock are not
present  in  person or by proxy, all the directors  shall  be
elected by a vote of the holders of a majority of the  Common
Stock  of  the  Corporation present  or  represented  at  the
meeting.

    (C)  So  long  as any shares of the Preferred  Stock  are
outstanding, the Corporation shall not, without  the  consent
(given  by vote at a meeting called for that purpose)  of  at
least  two-thirds  of  the  total number  of  shares  of  the
Preferred Stock then outstanding:

          (1) create, authorize or issue any new stock which,
     after  issuance would rank prior to the Preferred  Stock
     as to dividends, in liquidation, dissolution, winding up
     or  distribution,  or  create, authorize  or  issue  any
     security  convertible  into shares  of  any  such  stock
     except  for  the  purpose  of providing  funds  for  the
     redemption   of   all  of  the  Preferred   Stock   then
     outstanding, such new stock or security not to be issued
     until  such  redemption shall have been  authorized  and
     notice  of  such  redemption  given  and  the  aggregate
     redemption price deposited as provided in paragraph  (G)
     below;  provided, however, that any such  new  stock  or
     security shall be issued within twelve months after  the
     vote   of  the  Preferred  Stock  herein  provided   for
     authorizing the issuance of such new stock or  security;
     or

           (2)  amend,  alter, or repeal any of  the  rights,
     preferences  or powers of the holders of  the  Preferred
     Stock  so  as  to  affect  adversely  any  such  rights,
     preferences or powers; provided, however, that  if  such
     amendment,  alteration or repeal affects  adversely  the
     rights,  preferences or powers of one or more,  but  not
     all,  series of Preferred Stock at the time outstanding,
     only  the  consent of the holders of at least two-thirds
     of  the total number of outstanding shares of all series
     so  affected  shall be required; and provided,  further,
     that an amendment to increase or decrease the authorized
     amount of Preferred Stock or to create or authorize,  or
     increase or decrease the amount of, any class of  stock;
     ranking on a parity with the outstanding shares  of  the
     Preferred Stock as to dividends or assets shall  not  be
     deemed  to  affect adversely the rights, preferences  or
     powers  of  the holders of the Preferred  Stock  or  any
     series thereof.

      (D)  So  long as any shares of the Preferred Stock  are
outstanding, the Corporation shall not, without  the  consent
(given  by vote at a meeting called for that purpose) of  the
holders  of a majority of the total number of shares  of  the
Preferred Stock then outstanding:

           (1)  merge or consolidate with or into  any  other
     corporation or corporations or sell or otherwise dispose
     of  all  or  substantially all  of  the  assets  of  the
     Corporation, unless such merger or consolidation or sale
     or  other  disposition,  or the  exchange,  issuance  or
     assumption of all securities to be issued or assumed  in
     connection with any such merger or consolidation or sale
     or  other disposition, shall have been ordered, approved
     or  permitted  under the Public Utility Holding  Company
     Act of 1935; or

          (2) issue or assume any unsecured notes, debentures
     or  other securities representing unsecured indebtedness
     for purposes other than (i) the refunding of outstanding
     unsecured indebtedness theretofore issued or assumed  by
     the Corporation resulting in equal or longer maturities,
     or   (ii)   the  reacquisition,  redemption   or   other
     retirement  of  all outstanding shares of the  Preferred
     Stock,  if  immediately after such issue or  assumption,
     the  total  principal  amount of  all  unsecured  notes,
     debentures  or  other securities representing  unsecured
     indebtedness  issued  or  assumed  by  the  Corporation,
     including  unsecured indebtedness then to be  issued  or
     assumed   (but  excluding  the  principal  amount   then
     outstanding of any unsecured notes, debentures, or other
     securities representing unsecured indebtedness having  a
     maturity  in excess of ten (10) years and in amount  not
     exceeding  10% of the aggregate of (a) and (b)  of  this
     section below) would exceed ten per centum (10%) of  the
     aggregate of (a) the total principal amount of all bonds
     or  other  securities representing secured  indebtedness
     issued  or  assumed by the Corporation and  then  to  be
     outstanding,  and  (b) the capital and  surplus  of  the
     Corporation as then to be stated on the books of account
     of the Corporation.  When unsecured notes, debentures or
     other  securities  representing  unsecured  debt  of   a
     maturity in excess of ten (10) years shall become  of  a
     maturity  of  ten (10) years or less, it shall  then  be
     regarded  as unsecured debt of a maturity of  less  than
     ten  (10) years and shall be computed with such debt for
     the  purpose of determining the percentage ratio to  the
     sum of (a) and (b) above of unsecured debt of a maturity
     of  less  than ten (10) years, and when provision  shall
     have  been  made,  whether through  a  sinking  fund  or
     otherwise, for the retirement, prior to their  maturity,
     of  unsecured  notes,  debentures, or  other  securities
     representing unsecured debt of a maturity in  excess  of
     ten  (10)  years,  the amount of any  such  security  so
     required to be retired in less than ten (10) years shall
     be regarded as unsecured debt of a maturity of less than
     ten  (10) years (and not as unsecured debt of a maturity
     in  excess of ten (10) years) and shall be computed with
     such  debt for the purpose of determining the percentage
     ratio to the sum of (a) and (b) above of unsecured  debt
     of  a  maturity  of less than ten (10) years,  provided,
     however,  that  the  payment due upon  the  maturity  of
     unsecured  debt  having an original single  maturity  in
     excess  of  ten (10) years or the payment due  upon  the
     latest  maturity of any serial debt which  had  original
     maturities  in excess of ten (10) years shall  not,  for
     purposes  of  this provision, be regarded  as  unsecured
     debt  of  a  maturity of less than ten (10) years  until
     such  payment or payments shall be required to  be  made
     within  three  (3)  years; furthermore,  when  unsecured
     notes,   debentures  or  other  securities  representing
     unsecured debt of a maturity of less than ten (10) years
     shall  exceed  10% of the sum of (a) and (b)  above,  no
     additional   unsecured  notes,   debentures   or   other
     securities representing unsecured debt shall  be  issued
     or  assumed (except for the purpose set forth in (i)  or
     (ii)  above) until such ratio is reduced to 10%  of  the
     sum of (a) and (b) above; or

           (3) issue, sell or otherwise dispose of any shares
     of the Preferred Stock in addition to the 104,476 shares
     of  the Preferred Stock originally authorized, or of any
     other  class  of  stock ranking on  a  parity  with  the
     Preferred  Stock  as  to dividends  or  in  liquidation,
     dissolution,  winding  up  or distribution,  unless  the
     gross income of the Corporation and Mississippi Power  &
     Light  Company, a Florida corporation, for a  period  of
     twelve  (12)  consecutive  calendar  months  within  the
     fifteen  (15) calendar months immediately preceding  the
     issuance,  sale or disposition of such stock, determined
     in   accordance  with  generally  acccepted   accounting
     practices  (but in any event after deducting  all  taxes
     and  the  greater  of  (a) the amount  for  said  period
     charged by the Corporation and Mississippi Power & Light
     Company,  a  Florida  corporation,  on  their  books  to
     depreciation expense or (b) the largest amount  required
     to be provided therefor by any mortgage indenture of the
     Corporation)  to  be  available  for  the   payment   of
     interest,  shall  have been at least  one  and  one-half
     times the sum of (i) the annual interest charges on  all
     interest  bearing  indebtedness of the  Corporation  and
     (ii) the annual dividend requirements on all outstanding
     shares  of the Preferred Stock and of all other  classes
     of  stock  ranking  prior to, or on a parity  with,  the
     Preferred   Stock  as  to  dividends  or  distributions,
     including  the  shares proposed to be issued;  provided,
     that   there  shall  be  excluded  from  the   foregoing
     computation  interest  charges on all  indebtedness  and
     dividends on all shares of stock which are to be retired
     in  connection with the issue of such additional  shares
     of  the Preferred Stock or other class of stocks ranking
     prior to, or on a parity with, the Preferred Stock as to
     dividends or distributions; and provided, further,  that
     in   any  case  where  such  additional  shares  of  the
     Preferred  Stock, or other class of stock ranking  on  a
     parity  with  the  Preferred Stock as  to  dividends  or
     distributions, are to be issued in connection  with  the
     acquisition of additional property, the gross income  of
     the  property to be so acquired, computed  on  the  same
     basis  as  the gross income of the Corporation,  may  be
     included  on  a pro forma basis in making the  foregoing
     computation; or

          (4) issue, sell, or otherwise dispose of any shares
     of  the  Preferred  Stock, in addition  to  the  104,476
     shares of the Preferred Stock originally authorized,  or
     of any other class of stock ranking on a parity with the
     Preferred Stock as to dividends or distributions, unless
     the   aggregate  of  the  capital  of  the   Corporation
     applicable  to the Common Stock and the surplus  of  the
     Corporation shall be not less than the aggregate  amount
     payable on the involuntary liquidation, dissolution,  or
     winding up of the Corporation, in respect of all  shares
     of  the Preferred Stock and all shares of stock, if any,
     ranking prior thereto, or on a parity therewith,  as  to
     dividends  or  distributions, which will be  outstanding
     after  the  issue of the shares proposed to  be  issued;
     provided,  that  if,  for the purposes  of  meeting  the
     requirements  of  this  subparagraph  (4),  it   becomes
     necessary to take into consideration any earned  surplus
     of the Corporation, the Corporation shall not thereafter
     pay  any  dividends on shares of the Common Stock  which
     would  result in reducing the Corporation's Common Stock
     equity (as in paragraph (H) hereinafter defined)  to  an
     amount  less  than  the  aggregate  amount  payable,  on
     involuntary liquidation, dissolution or winding  up  the
     Corporation, on all shares of the Preferred Stock and of
     any  stock  ranking prior to, or on a parity  with,  the
     Preferred Stock, as to dividends or other distributions,
     at the time outstanding.

     (E) Each holder of Common Stock of the Corporation shall
be  entitled  to  one vote, in person or by proxy,  for  each
share of such stock standing in his name on the books of  the
Corporation.   Except as hereinbefore expressly  provided  in
this Section FOURTH, the holders of the Preferred Stock shall
have  no power to vote and shall be entitled to no notice  of
any  meeting of the stockholders of the Corporation.   As  to
matters  upon  which  holders  of  the  Preferred  Stock  are
entitled  to  vote as hereinbefore expressly  provided,  each
holder of such Preferred Stock shall be entitled to one vote,
in person or by proxy, for each share of such Preferred Stock
standing in his name on the books of the Corporation.

    (F)   In   the   event  of  any  voluntary   liquidation,
dissolution  or winding up of the Corporation, the  Preferred
Stock,  pari passu with all shares of preferred stock of  any
class  or  series then outstanding, shall have  a  preference
over  the  Common  Stock until an amount equal  to  the  then
current redemption price shall have been paid.  In the  event
of  any involuntary liquidation, dissolution or winding up of
the  Corporation,  which shall include any such  liquidation,
dissolution  or winding up which may arise out of  or  result
from  the condemnation or purchase of all or a major  portion
of  the  properties  of the Corporation, by  (i)  the  United
States Government or any authority, agency or instrumentality
thereof,  (ii) a state of the United States or any  polltical
subdivision,  authority, agency, or instrumentality  thereof,
or  (iii)  a  disrict,  cooperative or other  association  or
entity  not  organized for profit, the Preferred Stock,  pari
passu  with  all shares of preferred stock of  any  class  or
series  then  outstanding, shall also have a preference  over
the  Common  Stock until the full par value  thereof  and  an
amount  equal to all accumulated and unpaid dividends thereon
shall have been paid by dividends or distribution.

      (G)  Upon  the  affirmative vote of a majority  of  the
shares  of  the issued and outstanding Common  Stock  at  any
annual  meeting,  or  any  special meeting  called  for  that
purpose,  the Corporation may at any time redeem all  of  any
series  of  said  Preferred Stock or may from  time  to  time
redeem  any  part thereof, by paying in cash  the  redemption
price  then  applicable thereto as stated and expressed  with
respect  to such series in the resolution providing  for  the
issue of such shares adopted by the Board of Directors of the
Corporation,  or  in these Amended and Restated  Articles  of
Incorporation or any amendment thereof, plus, in  each  case,
an amount equivalent to the accumulated and unpaid dividends,
if  any,  to the date of redemption.  Notice of the intention
of the Corporation to redeem all or any part of the Preferred
Stock shall be mailed not less than thirty (30) days nor more
than  sixty (60) days before the date of redemption  to  each
holder  of record of Preferred Stock to be redeemed,  at  his
post  office  address as shown by the Corporation's  records,
and  not less than thirty (30) days' nor more than sixty (60)
days'  notioe  of  such redemption may be published  in  such
manner  as  may be prescribed by resolution of the  Board  of
Directors  of  the  Corporation; and, in the  event  of  such
publication,  no defect in the mailing of such  notice  shall
affect the validity of the proceedings for the redemption  of
any   shares   of   Preferred  Stock  so  to   be   redeemed.
Contemporaneously with the mailing or the publication of such
notice  as aforesaid or at any time thereafter prior  to  the
date of redemption, the Corporation may deposit the aggregate
redemption price (or the portion thereof not already paid  in
the  redemption  of such Preferred Stock so to  be  redeemed)
with  any bank or trust company in the City of New York,  New
York,  or in the City of Jackson, Mississippi, named in  such
notice,  payable to the order of the record  holders  of  the
Preferred Stock so to be redeemed, as the case may be, on the
endorsement   and   surrender  of  their  certificates,   and
thereupon  said  holders shall cease to be stockholders  wlth
respect to such shares; and from and after the making of such
deposit  such  holders  shall have no interest  in  or  claim
against  the  Corporation with respect to  said  shares,  but
shall be enlitled only to receive such moneys from said  bank
or trust company, with interest, if any, allowed by such bank
or  trust  company  on  such  moneys  deposited  as  in  this
paragraph  provided, on endorsement and  surrender  of  their
certificates,  as aforesaid.  Any moneys so  deposited,  plus
interest thereon, if any, remaining unclaimed at the  end  of
six  (6)  years  from  the  date  fixed  for  redemption,  if
thereafter requested by resolution of the Board of Directors,
shall be repaid to the Corporation, and in the event of  such
repayment to the Corporation, such holders of record  of  the
shares so redeemed as shall not have made claim against  such
moneys  prior to such repayment to the Corporation, shall  be
deemed  to be unsecured creditors of the Corporation  for  an
amount, without interest, equivalent to the amount deposited,
plus  interest thereon, if any, allowed by such bank or trust
company,  as above stated, for the redemption of such  shares
and so paid to the Corporation. Shares of the Preferred Stock
which have been redeemed shall not be reissued.  If less than
all  of the shares of the Preferred Stock are to be redeemed,
the  shares thereof to be redeemed shall be selected by  lot,
in  such  manner as the Board of Directors of the Corporation
shall  determine,  by an independent bank  or  trust  company
selected  for that purpose by the Board of Directors  of  the
Corporation.  Nothing herein contained shall limit any  legal
right of the Corporation to purchase or otherwise acquire any
shares  of the Preferred Stock; provided, however,  that,  so
long  as  any  shares of the Preferred Stock are outstanding,
the  Corporation  shall  not redeem,  purchase  or  otherwise
acquire  less than all of the shares of the Preferred  Stock,
if,  at  the  time  of  such redemption,  purchase  or  other
acquisition, dividends payable on the Preferred  Stock  shall
be  in  default  in  whole or in part, unless,  prior  to  or
concurrently   with  such  redemption,  purchase   or   other
acquisition, all such defaults shall be cured or unless  such
redemption,  purchase or other acquisition  shall  have  been
ordered,  approved  or  permitted under  the  Public  Utility
Holding  Company Act of 1935; and provided further  that,  so
long  as  any  shares of the Preferred Stock are outstanding,
the  Corporation shall not make any payment or set aside  any
funds  for payment into any sinking fund for the purchase  or
redemption of any shares of the Preferred Stock, if,  at  the
time  of such payment, or the setting apart of funds for such
payment, dividends payable on the Preferred Stock shall be in
default in whole or in part, unless, prior to or concurrently
with  such  payment or the setting apart of  funds  for  such
payment,  all  such defaults shall be cured  or  unless  such
payment,  or  the  setting apart of funds for  such  payment,
shall  bave  been  ordered, approved or permitted  under  the
Public  Utility Holding Company Act of 1935.  Any  shares  of
the  Preferred Stock so redeemed, purchased or acquired shall
be retired and cancelled.

       (H)  For  the  purposes  of  this  paragraph  (H)  and
subparagraph  (4)  of paragraph (D) the  term  "Common  Stock
Equity"  shall  mean the aggregate of the par  value  of,  or
stated  capital represented by, the outstanding shares (other
than shares owned by the Corporation) of stock ranking junior
to  the  Preferred Stock as to dividends and assets,  of  the
premium  on  such junior stock and of the surplus  (including
earned  surplus,  capital  surplus and  surplus  invested  in
plant)  of  the Corporation less (1) any amounts recorded  on
the  books  of  the Corporation for utility plant  and  other
plant in excess of the original cost thereof, (2) unamortized
debt discount and expense, capital stock discount and expense
and any other intangible items set forth on the asset side of
the  balance sheet as a result of accounting convention,  (3)
the  excess,  if  any,  of the aggregate  amount  payable  on
involuntary  liquidation, dissolution or winding  up  of  the
affairs  of  the  Corporation upon all outstanding  preferred
stock  of  the Corporation over the aggregate par  or  stated
value thereof and any premiums thereon and (4) the excess, if
any,  for the period beginning with January 1, 1954,  to  the
end  of the month within ninety (90) days preceding the  date
as  of  which  Common  Stock Equity  is  determined,  of  the
cumulative  amount computed under requirements  contained  in
the  Corporation's  mortgage indentures relating  to  minimum
depreciation  provisions (this cumulative  amount  being  the
aggregate  of  the  largest amounts separately  computed  for
entire  periods  of  differing coexisting mortgage  indenture
requirements), over the amount charged by the Corporation and
Mississippi Power & Light Company, a Florida corporation,  on
their  books  for depreciation during such period,  including
the  final  fraction of a year; provided,  however,  that  no
deductions shall be required to be made in respect  of  items
referred to in subdivisions (1) and (2) of this paragraph (H)
in  cases  in  which such items are being  amortized  or  are
provided  for,  or are being provided for, by reserves.   For
the  purpose  of  this  paragraph (H): (i)  the  term  "total
capitalization" shall mean the sum of the Common Stock Equity
plus  item  three (3) in this paragraph (H)  and  the  stated
capital applicable to, and any premium on, outstanding  stock
of  the Corporation not included in Common Stock Equity,  and
the   principal  amount  of  all  outstanding  debt  of   the
Corporation maturing more than twelve (12) months  after  the
date of issue thereof; and (ii) the term "dividends on Common
Stock"  shall embrace dividends on Common Stock  (other  than
dividends   payable   only  in  shares  of   Common   Stock),
distributions  on,  and purchases or other  acquisitions  for
value  of, any Common Stock of the Corporation or other stock
if  any, subordinate to its Preferred Stock.  So long as  any
shares   of   the   Preferred  Stock  are  outstanding,   the
Corporation  shall not declare or pay any  dividends  on  the
Common Stock, except as follows:

           (a)  If and so long as the Common Stock Equity  at
     the  end of the calendar month immediately preceding the
     date on which a dividend on Common Stock is declared is,
     or  as a result of such dividend would become, less than
     20%  of total capitalization, the Corporation shall  not
     declare such dividends in an amount which, together with
     all other dividends on Common Stock paid within the year
     ending  with  and  including  the  date  on  which  such
     dividend  is payable, exceeds 50% of the net  income  of
     the  Corporation available for dividends on  the  Common
     Stock  for  the twelve full calendar months  immediately
     preceding   the  month  in  which  such  dividends   are
     declared,   except  in  an  amount  not  exceeding   the
     aggregate  of dividends on Common Stock which under  the
     restrictions  set  forth above in this subparagraph  (a)
     could have been, and have not been, declared; and

           (b)  If and so long as the Common Stock Equity  at
     the  end of the calendar month immediately preceding the
     date on which a dividend on Common Stock is declared is,
     or  as a result of such dividend would become, less than
     25%  but not less than 20% of total capitalization,  the
     Corporation  shall not declare dividends on  the  Common
     Stock  in  an  amount  which, together  with  all  other
     dividends  on Comrnon Stock paid within the year  ending
     with  and  including the date on which such dividend  is
     payable,   exceeds  75%  of  the  net  income   of   the
     Corporation  and  Mississippi Power & Light  Company,  a
     Florida  corporation,  available for  dividends  on  the
     Common   Stock  for  the  twelve  full  calendar  months
     immediately preceding the month in which such  dividends
     are  declared,  except in an amount  not  exceeding  the
     aggregate  of dividends on Common Stock which under  the
     restrictions set forth above in subparagraph (a) and  in
     this  subparagraph (b) could have been and have not been
     declared; and

          (c) If any time when the Common Stock Equity is 25%
     or more of total capitalization, the Corporation may not
     declare  dividends on shares of the Common  Stock  which
     would  reduce the Common Stock Equity below 25% of total
     capitalization,  except  to  the  extent   provided   in
     subparagraphs (a) and (b) above.

      At  anytime when the aggregate of all amounts  credited
subsequent  to  January 1, 1954, to the depreciation  reserve
account  of  the Corporation and Mississippi  Power  &  Light
Company,  a Florida corporation, through charges to operating
revenue  deductions  or  otherwise  on  the  books   of   the
Corporation and Mississippi Power & Light Company, a  Florida
corporation,  shall  be  less than  the  amount  computed  as
provided  in clause (aa) below, under requirements  contained
in  the  Corporation's  mortgage  indentures,  then  for  the
purposes  of  subparagraphs (a) and (b) above, in determining
the  earnings available for common stock dividends during any
twelve-month   period,  the  amount  to   be   provided   for
depreciation in that period shall be (aa) the greater of  the
cumulative  amount  charged to depreciation  expense  on  the
books  of  the  Corporation  and Mississippi  Power  &  Light
Company,  a  Florida  corporation, or the  cumulative  amount
computer  under  requirements contained in the  Corporation's
mortgage   indentures   relating  to   minimum   depreciation
provisions (the latter cumulative amount being the  aggregate
of the largest amounts separately computed for entire periods
of differing co-existing mortgage indenture requirements) for
the period from January 1, 1954, to and including said twelve-
month  period, less (bb) the greater of the cumulative amount
charged  to  depreciation  expense  on  the  books   of   the
Corporation and Mississippi Power & Light Company, a  Florida
corporation,   or  the  cumulative  amount   computed   under
requirements   contained   in  the   Corporation's   mortgage
indentures  relating to minimum depreciation provisions  (the
latter  cumulative amount being the aggregate of the  largest
amounts  separately computed for entire periods of  differing
coexisting  mortgage indenture requirements) from January  1,
1954,  up to but excluding said twelve-month period; provided
that in the event any company other than Mississippi Power  &
Light  Company,  a Florida corporation, is  merged  into  the
Corporation    the   "cumulative   amount   computed    under
requirements   contained   in  the   Corporation's   mortgage
indentures   relating  to  minimum  depreciation  provisions"
referred to above shall be computed without regard,  for  the
period  perior  to the merger, of property  acquired  in  the
merger,  and  the "cumulative amount charged to  depreciation
expense  on the books of the Corporation" shall be  exclusive
of amounts provided for such property prior to the merger.

       (I)  The  Board  of  Directors  are  hereby  expressly
authorized by resolution or resolutions to state and  express
the   series  and  distinctive  serial  designation  of   any
authorized and unissued shares of Preferred Stock proposed to
be  issued,  the  number of shares to  constitute  each  such
series,  the  annnal  rate or rates of dividends  payable  on
shares  of each series together with the dates on which  such
dividends  shall  be paid in each year, the date  from  which
such  dividends shall commence to accumulate, the  amount  or
amounts   payable  upon  redemption  and  the  sinking   fund
provisions, if any, for the redemption or purchase of shares.

    (J) Dividends may be paid upon the Common Stock only when
(i)  dividends have been paid or declared and funds set apart
for  the  payment of dividends as aforesaid on the  Preferred
Stock  from thc date(s) after which dividends thereon  became
cumulative, to the beginning of the period then current, with
respect  to which such dividends on the Preferred  Stock  are
usually  declared, and (ii) all payments have  been  made  or
funds  have  been set aside for payments then or  theretofore
due under sinking fund provisions, if any, for the redemption
or  purchase of shares of any series of the Preferred  Stock,
but  whenever (x) there shall have been paid or declared  and
funds  shall have been set apart for the payment of all  such
dividends upon the Preferred Stock as aforesaid, and (y)  all
payments  shall have been made or funds shall have  been  set
aside for payments then or theretofore due under sinking fund
provisions, if any, for the redemption or purchase of  shares
of  any  series of the Preferred Stock, then, subject to  the
limitations above set forth, dividends upon the Common  Stock
may  be  declared payable then or thereafter, out of any  net
earnings  or  surplus  of assets over liabilities,  including
capital,  then remaining.  After the payment of  the  limited
dividends  and/or shares in distribution of assets  to  which
the  Preferred  Stock is expressly entitled in preference  to
the   Common   Stock,  in  accordancc  with  the   provisions
hereinabove set forth, the Common Stock alone (subject to the
rights  of  any  class of stock hereafter  authorized)  shall
receive all further dividends and shares in distribution.

     (K) Subject to the limitations hereinabove set forth the
Corporation  from  time to time may resell  any  of  its  own
stock,  purchased or otherwise acquired by it as  hereinafter
provided  for, at such price as may be fixed by its Board  of
Directors or Executive Committee.

     (L) Subject to the limitations hereinabove set forth the
Corporation  in order to acquire funds with which  to  redeem
any  outstanding Preferred Stock of any class, may issue  and
sell  stock of any class then authorized but unissued, bonds,
notes, evidences of indebtedness, or other securities.

     (M) Subject to the limitations hereinabove set forth the
Board  of  Directors  of  the Corporation  may  at  any  time
authorize  the  conversion or exchange of the  whole  or  any
particular  share of the outstanding preferred stock  of  any
class  with  the consent of the holder thereof, into  or  for
stock  of  any  other  class  at the  time  of  such  consent
authorized  but unissued and may fix the terms and conditions
upon  which such conversion or exchange may be made; provided
that  without  the consent of the holders of record  of  two-
thirds of the shares of Common Stock outstanding given  at  a
meeting of the holders of the Common Stock called and held as
provided  by  the  By-Laws  or given  in  writing  without  a
meeting,  the  Board  of Directors shall  not  authorize  the
conversion  or exchange of any preferred stock of  any  class
into  or  for  Common Stock or authorize  the  conversion  or
exchange  of  any preferred stock; of any class into  or  for
preferred stock of any other class, if by such conversion  or
exchange the amount which the holders of the shares of  stock
so converted or exchanged would be entitled to receive either
as   dividends  or  shares  in  distribution  of  assets   in
preference to the Common Stock would be increased.

      (N)  A  consolidation, merger or  amalgamation  of  the
Corporation   with   or   into  any  other   corporation   or
corporations shall not be deemed a distribution of assets  of
the Corporation within the meaning of any provisions of these
Amended and Restated Articles of Incorporation.

      (O)  The consideration received by the Corporation from
the sale of any additional stock without nominal or par value
shall be entered in the Corporation's capital stock account.

      (P)  Subject to the limitations hereinabove  set  forth
upon  the  vote  of  a majority of all the Directors  of  the
Corporation and of a majority of the total number  of  shares
of  stock  then issued and outstanding and entitled to  vote,
irrespective of class (or if the vote of a larger  number  or
different proportion of shares is required by the laws of the
State  of Mississippi notwithstanding the above agreement  of
the  stockholders  of the Corporation to the  contrary,  then
upon the vote of the larger number or different proportion of
shares  so required), the Corporation may from time  to  time
create  or authorize one or more other classes of stock  with
such  preferences, designations, rights, privileges,  powers,
restrictions,  limitations  and  qualifications  as  may   be
determined  by  said  vote, which  may  be  the  same  as  or
different   from   the  preferences,  designations,   rights,
privileges,    powers,    restrictions,    limitations    and
qualifications  of  the classes of stock of  the  Corporation
then authorized. Any such vote authorizing the creation of  a
new class of stock may provide that all moneys payable by the
Corporation  with  respect  to any  class  of  stock  thereby
authorized shall be paid in the money of any foreign  country
named  therein  or  designated by  the  Board  of  Directors,
pursuant  to  authority therein granted, at a fixed  rate  of
exchange  with  the  money of the United  States  of  America
therein stated or provided for and all such payments shall be
made  accordingly. Any such vote may authorize any shares  of
any class then authorized but unissued to be issued as shares
of such new class or classes

      (Q)  Subject to the limitations hereinabove set  forth,
either  the  Preferred Stock or the Common Stock or  both  of
said classes of stock, may be increased at any time upon vote
of the holders of a majority of the total number of shares of
the  Corporation then issued and outstanding and entitled  to
vote thereon, irrespective of class.

     (R) If any provisions in this Section FOURTH shall be in
conflict  or inconsistent with any other provisions of  these
Amended  and  Restated  Articles  of  Incorporation  of   the
Corporation  the  provisions of  this  Section  FOURTH  shall
prevail and govern.

     FIFTH:  The Corporation will not commence business until
at  least $1,000 has been received by it as consideration for
the issuance of shares.

      SIXTH:  Existing  provisions  limiting  or  denying  to
shareholders  the preemptive right to acquire  additional  or
treasury shares of the Corporation are:

      No  holder  of  any stock of the Corporation  shall  be
entitled as of right to purchase or subscribe for any part of
any  unissued  stock of the Corporation,  or  any  additional
stock of any class to be issued by reason of any increase  of
the  authorized capital stock of the Corporation or of bonds,
certificates of indebtedness, debentures, or other securities
convertible  into  stock  of the Corporation,  but  any  such
unissued stock or any such additional authorized issue of new
stock, or of securities convertible into stock, may be issued
and disposed of by the Board of Directors without offering to
the  stockholders  then  of  record,  or  to  any  class   of
stockholders, any thereof on any terms.

     SEVENTH: Existing provisions of the Amended and Restated
Articles  of Incorporation for the regulation of the internal
affairs of the Corporation are:

           (a) General authority is hereby conferred upon the
     Board  of  Directors to fix the consideration for  which
     shares  of  stock of the Corporation without nominal  or
     par  value may be issued and disposed of, and the shares
     of  stock  of  the Corporation without  nominal  or  par
     value,  whether authorized by these Amended and Restated
     Articles  of Incorporation or by subsequent increase  of
     the authorized number of shares of stock or by amendment
     of  these Amended and Restated Articles of Incorporation
     by  consolidation  or  merger or otherwise,  and/or  any
     securities  convertible into stock  of  the  Corporation
     without  nominal or par value may be issued and disposed
     of  for such consideration and on such terms and in such
     manner as may be fixed from time to time by the Board of
     Directors.

           (b) The issue of the whole, or any part determined
     by the Board of Directors, of the shares of stock of the
     Corporation as partly paid, and subject to calls thereon
     until  the whole thereof shall have been paid, is hereby
     authorized.

           (c)  The  Board of Directors shall have  power  to
     authorize  the payment of compensation to the  directors
     for  services  to  the Corporation, including  fees  for
     attendance at meetings of the Board of Directors or  the
     Executive  Committee  and all other  committees  and  to
     determine the amount of such compensation and fees.

           (d) The Corporation may issue a new certificate of
     stock in the place of any certificate theretofore issued
     by  it,  alleged to have been lost or destroyed and  the
     Board of Directors may, in their discretion, require the
     owner of the lost or destroyed certificate, or his legal
     representative,  to give bond in such sum  as  they  may
     direct  as indemnity against any claim that may be  made
     against  the  Corporation, its  officers,  employees  or
     agents  by  reason  thereof; a new  certificate  may  be
     issued  without requiring any bond when, in the judgment
     of the directors, it is proper so to do.

          If the Corporation shall neglect or refuse to issue
     such  a  new  certificate and it shall appear  that  the
     owner  thereof has applied to the Corporation for a  new
     certificate in place thereof and has made due  proof  of
     the  loss  or  destruction thereof and  has  given  such
     notice  of  his application for such new certificate  on
     such newspaper of general circulation, published in  the
     State of Mississippi as reasonably should be approved by
     the  Board of Directors, and in such other newspaper  as
     may  be  required  by  the Board of Directors,  and  has
     tendered   to  the  Corporation  adequate  security   to
     indemnify  the  Corporation, its officers employees,  or
     agents,  and  any person other than such  applicant  who
     shall  thereafter appear to be the lawful owner of  such
     alleged  lost  or destroyed certificate against  damage,
     loss  or  expense because of the issuance  of  such  new
     certificate, and the effect thereof as herein  provided,
     then,  unless  there  is adequate  cause  why  such  new
     certificate  shall not be issued, the Corporation,  upon
     the  receipt  of  said  indemnity,  shall  issue  a  new
     certificate of stock in place of such lost or  destroyed
     certificate.   In  the event that the Corporation  shall
     nevertheless  refuse  to  issue  a  new  certificate  as
     aforesaid, the applicant may then petition any court  of
     competent jurisdiction for relief against the failure of
     the  Corporation  to perform its obligations  hereunder.
     In  the event that the Corporation shall issue such  new
     certificate, any person who shall thereafter  claim  any
     rights under the certificate in place of which such  new
     certificate  is issued, whether such new certificate  is
     issued pursuant to the judgment or decree of such  court
     or  voluntarily by the Corporation after the publication
     of  notice  and  the receipt of proof and  indemnity  as
     aforesaid, shall have recourse to such indemnity and the
     Corporation  shall be discharged from all  liability  to
     such person by reason of such certificate and the shares
     represented thereby.

          (e)  No stockholder shall have any right to inspect
     any account, book or document of the Corporation, except
     as conferred by statute or authorized by the directors.

           (f)  A  director of the Corporation shall  not  be
     disqualified  by his office from dealing or  contracting
     with  the  Corporation either as a vendor, purchaser  or
     otherwise, nor shall any transaction or contract of  the
     Corporation  be void or voidable by reason of  the  fact
     that any director or any firm of which any director is a
     member  or  any corporation of which any director  is  a
     shareholder,  officer  or  director,  is  in   any   way
     interested  in  such  transaction or contract,  provided
     that  such  transaction  or  contract  is  or  shall  be
     authorized, ratified or approved either (1) by a vote of
     a  majority of a quorum of the Board of Directors or the
     Executive  Committee, without counting in such  majority
     or  quorum any directors so interested or members  of  a
     firm so interested or a shareholder, officer or director
     of  a  corporation so interested, or (2) by the  written
     consent,  or by vote at a stockholders' meeting  of  the
     holders  of  record of a majority in number of  all  the
     outstanding shares of stock of the Corporation  entitled
     to  vote; nor shall any director be liable to account to
     the  Corporation for any profits realized by or from  or
     through  any  such  transaction  or  contract   of   the
     Corporation,   authorized,  ratified  or   approved   as
     aforesaid by reason of the fact that he or any  firm  of
     which he is a member or any corporation of which he is a
     shareholder, officer or director was interested in  such
     transaction or contract.  Nothing herein contained shall
     create  any  liability in the events above described  or
     prevent  the authorization, ratification or approval  of
     such contract in any other manner provided by law.

           (g)  Any  director may be removed,  whether  cause
     shall  be assigned for his removal or not, and his place
     filled at any meeting of the stockholders by the vote of
     a  majority  of the outstanding stock of the Corporation
     entitled   to   vote.   Vacancies  and   newly   created
     directorsjips  resulting  from  any  increase   in   the
     authorized number of directors may be filled as provided
     in the By-Laws.

           (h)  Any property of the Corporation not essential
     to  the  conduct of its corporate business and  purposes
     may be sold, leased, exchanged or otherwise disposed  of
     by   authority  of  its  Board  of  Directors  and   the
     Corporation  may  sell, lease or  exchange  all  of  its
     property   and  franchises  or  any  of  its   property,
     franchises, corporate rights or privileges essential  to
     the  conduct of its corporate business and purposes upon
     the consent of and for such considerations and upon such
     terms as may be authorized by a majority of the Board of
     Directors  and  the  holders  of  a  majority   of   the
     outstanding shares of stock entitled to vote,  expressed
     in  writing  or  by vote at a meeting  called  for  that
     purpose  in  the manner provided by the By-Laws  of  the
     Corporation for special meetings of stockholders; and at
     no  time shall any of the plants, properties, easements,
     franchises   (other   than  corporate   franchises)   or
     securities then owned by the Corporation be deemed to be
     property,  franchises, corporate  rights  or  privileges
     essential  to the conduct of the corporate business  and
     purposes of the Corporation.

           Upon  the  vote  or  consent of  the  stockholders
     required  to  dissolve the Corporation, the  Corporation
     shall  have  power, as the attorney  and  agent  of  the
     holders of all of its outstanding stock, to sell, assign
     and  transfer  all  such  stock  to  a  new  corporation
     organized under the laws of the United States, the State
     of Mississippi or any other state, and to receive as the
     consideration  therefor shares  of  stock  of  such  new
     corporation of the several classes into which the  stock
     of  the Corporation is then divided, equal in number  to
     the number of shares of stock of the Corporation of said
     several  classes then outstanding, such shares  of  said
     new  corporation  to  have the same preferences,  voting
     powers, restrictions and qualifications thereof  as  may
     then  attach  to the classes of stock of the Corporation
     then  outstanding so far as the same shall be consistent
     with  such laws of the United States or of the State  of
     Mississippi  or  of such other state,  except  that  the
     whole or any part of such stock or any class thereof may
     be stock with or without nominal or par value.  In order
     to  make effective such a sale, assignment and transfer,
     the Corporation shall have the right to transfer all its
     outstanding stock on its books and to issue and  deliver
     new  certificates therefor in such names and amounts  as
     such  new  corporation may direct without receiving  for
     cancellation the certificates for such stock  previously
     issued  and then outstanding.  Upon completion  of  such
     sale,  assignment and transfer, the holders of the stock
     of  the Corporation shall have no rights or interests in
     or  against  the  Corporation  except  the  right,  upon
     surrender  of certificates for stock of the  Corporation
     properly  endorsed,  if required, to  receive  from  the
     Corporation certificates for shares of stock of such new
     corporation of the class corresponding to the  class  of
     the shares surrendered, equal in number to the number of
     shares of the stock of the Corporation so surrendered.

           (i)  Upon  the written assent or pursuant  to  the
     affirmative vote in person or by proxy of the holders of
     a  majority in number of the shares then outstanding and
     entitled  to  vote, irrespective of class,  (1)  any  or
     every  statute  of  the  State of Mississippi  hereafter
     enacted, whereby the rights, powers or privileges of the
     Corporation  are or may be increased, diminished  or  in
     any  way  affected  or  whereby the  rights,  powers  or
     privileges of the stockholders of corporations organized
     under  the law under which the Corporation is organized,
     are  increased,  diminished or in any  way  affected  or
     whereby effect is given to the action taken by any part,
     less   than  all,  of  the  stockholders  of  any   such
     corporation, shall, notwithstanding any provisions which
     may  at  the  time  be contained in  these  Amended  and
     Restated Articles of Incorporation or any law, apply  to
     the  Corporation, and shall be binding not only upon the
     Corporation, but upon every stockholder thereof, to  the
     same extent as if such statute had been in force at  the
     date  of  the  making and filing of  these  Amended  and
     Restated Articles of Incorporation and/or (2) amendments
     of  these Amended and Restated Articles of Incorporation
     authorized  at the time of the making of such amendments
     by the laws of the State of Mississippi may be made.

       EIGHTH:   The   Amended  and  Restated   Articles   of
Incorporation  amend,  restate, and  supersede  the  original
Articles  of  Incorporation, and all amendments thereto,  and
any   prior  Restated  Articles  of  Incorporation  and   all
amendments thereto.

     DATED:    November 11, 1999

                                   Entergy Mississipppi, Inc.


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


                                   /s/ Christopher T. Screen
                                     Christopher T. Screen
                                      Assistant Secretary