Exhibit 3(ii)f
                                
                             BY-LAWS
                               OF
                MISSISSIPPI POWER & LIGHT COMPANY
                     AS OF DECEMBER 10, 1993




SECTION  1  - The Annual Meeting of the Stockholders  of  the
Corporation  for  the election of Directors  and  such  other
business as shall property come before such meeting shall  be
held at the office of the Corporation in the City of Jackson,
Mississippi, on the fourth Thursday in May in each  year,  at
ten  o'clock  in  the morning, unless such  day  is  a  legal
holiday  in  the  State of Mississippi, in  which  case  such
meeting  shall be held oo the first day thereafter  which  is
not a legal holiday, or at such other place within or without
the  State of Mississippi and at such other time as the Board
of Directors may by resolution designate.

SECTION 2 - Special Meetings of the Stockholders may be  held
at  the  principal office of the Corporation in the  City  of
Jackson, Mississippi, or at such other place or places as the
Board of Directors may from time to time determine.

SECTION  3  -  Special  Meetings of the Stockholders  of  the
Corporation may be held upon the order of the Chairman of the
Board, the Board of Directors, the Executive Committee, or of
Stockholders  of record holding one-tenth of the  outstanding
stock entitled to vote at such meetings.

SECTION 4 - Notice of every meeting of Stockholders shall  be
given  in  the  manner  provided by law to  each  Stockholder
entitled thereto unless waived by such Stockholder.

SECTION  5  -  The  holders of a majority of the  outstanding
stock of the Corporation entitled to vote upon any matter  to
be  acted upon present in person or by proxy shall constitute
a  quorum  for the transaction of business at any meeting  of
Stockholders  but  less than a quorum  shall  have  power  to
adjourn.

SECTION  6  -  Certificates of stock shall be signed  by  the
President  or  a  Vice  President and  the  Secretary  or  an
Assistant Secretary, but where any such certificate is signed
by  a Transfer Agent and by a Registrar, the signature of any
such  officer  or officers and the seal of the  Company  upon
such certificates may be facsimile, engraved or printed.

SECTION   7  -  The  stock  of  the  Corporation   shall   be
transferable  or  assignable  only  on  the  books   of   the
Corporation  by the holders in person or by attorney  on  the
surrender  of  the  certificates therefor duly  endorsed  for
transfer.

SECTION  8 - The Board of Directors of the Corporation  shall
consist of fifteen members.  Each director shall hold  office
until  the  next  annual  Meeting  of  Stockholders  of   the
Corporation  and until his successor shall have been  elected
and  qualified. Directors need not be residents of the  State
of Mississippi.

Meetings  of  the Board of Directors may be  held  within  or
without  the  State  of Mississippi, at  the  time  fixed  by
Resolution of the Board or upon the order of the Chairman  of
the  Board,  the  President, a Vice  President,  or  any  two
Directors.  The Secretary or any other Officer performing his
duties  shall give at least two days' notice of all  meetings
of  the  Board  of Directors in the manner provided  by  law,
provided  however, a director may waive such  notice  in  the
manner provided by law.

SECTION 9 - All Officers of the Corporation shall hold  their
offices  until  their respective successors  are  chosen  and
qualify,  but any Officer may be removed from office  at  any
time by the Board of Directors.

SECTION 10 - The Officers of the Corporation shall have  such
duties  as  usually  pertain  to  their  offices,  except  as
modified   by  the  Board  of  Directors  or  the   Executive
Committee, and shall also have such powers and duties as  may
from  time  to  time be conferred upon them by the  Board  of
Directors or the Executive Committee.

The  Chairman  of  the  Board shall be  the  Chief  Executive
Officer  of the Company, unless such title shall be otherwise
conferred by the Board, and the Chief Executive Officer shall
have supervision of the general management and control of its
business  and  affairs, subject, however, to the  orders  and
directions  of  the Board of Directors and of  the  Executive
Committee.

The  Chairman of the Board shall preside at all  meetings  of
the Stockholders, Directors, and Executive Committees.

SECTION 11 - EXECUTIVE COMMITTEE - The Board of Directors may
elect, each year after their election, an Executive Committee
to  be  comprised  of  not  less than  three  directors,  the
Chairman  of  which  shall be the Chairman  and  CEO  of  the
Company.   The Vice Chairman and Chief Operating  Officer  of
the  Company  shall also be a member and the balance  of  the
membership  shall  be  comprised  of  non-employee  (outside)
directors.  The Committee, when the Board is not in  session,
shall have and exercise all of the power of the Board in  the
management of the business and affairs of the Company  within
limits set forth in the Executive Committee Charter.

SECTION  12 - OTHER COMMITTEES - From time to time the  Board
of  Directors, by the affirmative vote of a majority  of  the
whole  Board may appoint other committees for any purpose  or
purposes, and such committees shall have such powers as shall
be conferred by the Resolution of appointment.

SECTION 13 - INDEMNIFICATION

13.1 Definitions - In this bv-law:
                                
   (1)   "Director  mean  an  individual  who  is  or  was  a
          director of the Corporation or, unless the  context
          requires  otherwise,  an individual  who,  while  a
          director  of the Corporation, is or was serving  at
          the  Corporation's request as a director,  officer,
          partner,  trustee,  employee or  agent  of  another
          foreign or domestic corporation, partnership, joint
          venture,  trust,  employee benefit  plan  or  other
          enterprise,  including  charitable,  non-profit  or
          civic  organizations.  A director is considered  to
          be   serving  an  employee  benefit  plan  at   the
          Corporation's   request  if  his  duties   to   the
          Corporation  also  impose duties on,  or  otherwise
          involve  services  by,  him  to  the  plan  or   to
          participants  in  or  beneficiaries  of  the  plan.
          "Director"  includes  unless the  context  requires
          otherwise, the estate of personal representative of
          a director.

   (2)   "Employee"  means an individual who  is  or  was  an
          employee of the Corporation, or, unless the context
          requires  otherwise, an individual  who,  while  an
          employee  of the Corporation, is or was serving  at
          the  Corporation's request as a director,  officer,
          partner,  trustee,  employee or  agent  of  another
          foreign or domestic corporation, partnership, joint
          venture,  trust,  employee benefit  plan  or  other
          enterprise,  including  charitable,  non-profit  or
          civic organizations.  An employee is considered  to
          be   serving  an  employee  benefit  plan  at   the
          Corporation's   request  if  his  duties   to   the
          Corporation  also  impose duties on,  or  otherwise
          involve  services  by,  him  to  the  plan  or   to
          participants  in  or  beneficiaries  of  the  plan.
          "Employee"  includes, unless the  context  requires
          otherwise, the estate or personal representative of
          an employee.
   
   (3)   "Expenses" include counsel fees.
   
   (4)   "Liability" means the obligation to pay a  judgment,
          settlement,  penalty, fine, or reasonable  expenses
          incurred with respect to a proceeding.  Without any
          limitation whatsoever upon the generality  thereof,
          the  term  "fine"  as  used in this  Section  shall
          include  (1)  any penalty imposed  by  the  Nuclear
          Regulatory   Commission  (the   "NRC"),   including
          penalties pursuant to NRC regulations, 10 CFR  Part
          21,  (2)  penalties or assessments  (including  any
          excise tax assessment) with respect to any employee
          benefit  plan  pursuant to the Employee  Retirement
          Income  Security  Act  of  1974,  as  amended,   or
          otherwise,  and  (3)  penalties  pursuant  to   any
          Federal,  state  or  local  environmental  laws  or
          regulations.
   
   (5)   "Officer"  means  an individual who  is  or  was  an
          officer  of the Corporation, or, unless the context
          requires  otherwise, an individual  who,  while  an
          officer  of  the Corporation, is or was serving  at
          the  Corporation's request as a director,  officer,
          partner,  trustee,  employee or  agent  of  another
          foreign or domestic corporation, partnership, joint
          venture,  trust,  employee benefit  plan  or  other
          enterprise,  including  charitable,  non-profit  or
          civic  organizations.  An officer is considered  to
          be   serving  an  employee  benefit  plan  at   the
          Corporation's   request  if  his  duties   to   the
          Corporation  also  impose duties on,  or  otherwise
          involve  services  by,  him  to  the  plan  or   to
          participants  in  or  beneficiaries  of  the  plan.
          "Officer"  includes,  unless the  context  requires
          otherwise, the estate or personal representative of
          an officer.
   
   (6)   "Official   capacity"  means:  (i)   when   usedwith
          respect  to  a director, the office of director  in
          the Corporation; and (ii) when used with respect to
          an individual other than a director as contemplated
          in Section 13.7, the office in the Corporation held
          by  the officer or the employment undertaken by the
          employee  on behalf of the Corporation.   "Official
          capacity"  does not include service for  any  other
          foreign or domestic corporation or any partnership,
          joint  venture,  trust, employee  benefit  plan  or
          other  enterprise, including charitable, non-profit
          or civic organizations.
   
   (7)   "Party"  includes an individual who was, is,  or  is
          threatened   to  be  made  a  named  defendant   or
          respondent in a proceeding.
   
   (8)   "Proceeding"  means  any  threatened,  pending,   or
          completed action suit or proceeding, whether civil,
          criminal,   administrative  or  investigative   and
          whether formal or informal.
   
13.2 Authority to Indemnify


(a)  Except  as  provided in subsection (d), the  Corporation
     shall  indemnify  an  individual  made  a  party  to   a
     proceeding  because  he  is or was  a  director  aqainst
     liability incurred in the proceeding if:

     (1)  He conducted himself in good faith; and
     
     (2)  He reasonably believed:
        
        (i)  In  the case of conduct in his official capacity
             with  the Corporation, that his conduct  was  in
             its best interests; and
        
        (ii) In  all  other  cases, that his conduct  was  at
             least not opposed to its best interests, and
     
     (3)In  the  case of any criminal proceeding, he  had  no
        reasonable cause to believe his conduct was unlawful
     
(b)  A director's conduct with respect to an employee benefit
     plan  for a purpose he reasonably believed to be in  the
     interest of the participants in and beneficiaries of the
     plan  is  conduct  that  satisfies  the  requirement  of
     subsection (a)(2)(ii).

(c) The  termination  of  a  proceeding by  judgment,  order,
     settlement, conviction or upon a plea of nolo contendere
     or  its equivalent is not, of itself, determinative that
     the  director  did  not  meet the  standard  of  conduct
     described in this section.

(d)  The  corporation  shall not indemnify a  director  under
     this section:

     (1)In  connection with a proceeding by or in  the  right
        of   the  Corporation  in  which  the  director   was
        adjudged liable to the Corporation; or
     
     (2)  In  connection  with any other proceeding  charging
        improper  personal  benefit to him,  whether  or  not
        involving action in his official capacity,  in  which
        he  was  adjudged liable on the basis  that  personal
        benefit was improperly received by him.

(e)  Indemnification   permitted  under   this   section   in
     connection with a proceeding by or in the right  of  the
     Corporation  is limited to reasonable expenses  incurred
     in connection with the proceeding.
    
(f)  The  Corporation  shall have power to make  any  further
     indemnity,  including advance of  expenses,  to  and  to
     enter contracts of indemnity with any director that  may
     be  authorized by the articles of incorporation  or  any
     bylaw   made  by  the  shareholders  or  any  resolution
     adopted, before or after the event, by the shareholders,
     except  an  indemnity  against his gross  negligence  or
     willful    misconduct.   Unless    the    articles    of
     incorporation,  or any such bylaw or resolution  provide
     otherwise, any determination as to any further indemnity
     shall  be  made  in  accordance with subsection  (b)  of
     Section 13.6.  Each such indemnity may continue as to  a
     person  who has ceased to have the capacity referred  to
     above  and  may  inure  to the  benefit  of  the  heirs,
     executors and administrators of such person.

13.3 Mandatorv Indemnification

The  Corporation shall indemnify a director  who  was  wholly
successful, on the merits or otherwise, in the defense of any
proceeding  to which he was a party because he is  or  was  a
director  of  the  Corporation  against  reasonable  expenses
incurred by him in connection with the proceeding.

13.4 Advance for Expenses

(a)  The Corporation shall pay for or reimburse thereasonable
     expenses  incurred by a director who is  a  party  to  a
     proceeding  in  advance  of  final  disposition  of  the
     proceeding if:

     (1)The  director  furnishes the  Corporation  a  written
        affirmation of his good faith belief that he has  met
        the standard of conduct described in Section 13.2;
     
     (2)The  director  furnishes the  Corporation  a  written
        undertaking,  executed personally or on  his  behalf,
        to  repay  the advance if it is ultimately determined
        that he did not meet the standard of conduct; and
     
     (3)A  determination is made that the facts then known to
        those  making  the determination would  not  preclude
        indemnification under these By-Laws.
     
(b)  The undertaking required by subsection (a)(2) must be an
     unlimited  general obligation of the director  but  need
     not be secured and may be accepted without reference  to
     financial ability to make repayment.

(c)  Determinations and authorizations of payments under this
     section shall be made in the manner specified in Section
     13.6.

13.5 Court-Ordered Indemnification

A  director of the Corporation who is a party to a proceeding
may  apply  for  indemnification to the court conducting  the
proceeding  or to another court of competent jurisdiction  as
provided by law

13.6 Determination and Authorization of Indemnification

(a)  The  Corporation  may  not indemnify  a  director  under
     Section  13.2  unless authorized in  the  specific  case
     after a determination has been made that indemnification
     of  the  director  is permissible in  the  circumstances
     because he has met the standard of conduct set forth  in
     Section 13.2

(b)  The determination shalI be made:

     (1)By  the  Board  of Directors by majority  vote  of  a
        quorum  consisting  of  directors  not  at  the  time
        parties to the proceeding;
     
     (2)If  a quorum cannot be obtained under subsection  (b)
        (1),  by majority vote of a committee duly designated
        by  the  Board  of  Directors (in  which  designation
        directors   who   are   parties   may   participate),
        consisting  solely of two (2) or more  directors  not
        at the time parties to the proceeding;
     
     (3)By special legal counsel:

        (i)  Selected  by  the  Board  of  Directors  or   ts
             committee   in   the   manner   prescribed    in
             subsection (b) (1) or (b) (2); or
        
        (ii) If  a quorum of the Board of Directors cannot be
             obtained   under  subsection  (b)  (1)   and   a
             committee  cannot be designated under subsection
             (b)  (2),  selected by a majority  vote  of  the
             full  Board  of  Directors (in  which  selection
             directors who are parties may participate); or

    (4) By  the  shareholders, but shares owned by  or  voted
        under  the control of directors who are at  the  time
        parties  to  the proceeding may not be voted  on  the
        determination.

(c)  Authorization  of indemnification and evaluation  as  to
     reasonableness  of expenses shall be made  in  the  same
     manner  as  the  determination that  indemnification  is
     permissible, except that if the determination is made by
     special legal counsel, authorization of indemnification and
     evaluation  as  to reasonableness of expenses  shall  be
     made  by  those  entitled under subsection  (b)  (3)  to
     select counsel.

13.7 Indemnification of Officers, Employees and Agents

(1)  An  officer of the Corporation who is not a director  is
     entitled  to  mandatory  indemnification  under  Section
     13.3,   and  is  entitled  to  apply  for  court-ordered
     indemnification under Section 13.5, in each case to  the
     same extent as a director; and

(2)  The  Corporation  shall indemnify and  advance  expenses
     under  these  By-Laws to an officer or employee  of  the
     Corporation who is not a director to the same extent  as
     to  a director as provided under Sections 13.2, 13.4 and
     13.6.

13.8 Insurance

If  authorized  by  the  Board of  Directors,  the  Board  of
Directors  of  Middle South Utilities. Inc. and/or  otherwise
property  authorized,  the  Corporation  shall  purchase  and
maintain insurance on behalf of an individual who is or was a
director,  office,  or  employee of the  Corporation  against
liability  asserted  against  or  incurred  by  him  in  that
capacity or arising from his status as a director, officer or
employee, whether or not the Corporation would have power  to
indemnify him against the same liability under Sections  13.2
or   13.3.  If  further  authorized  as  provided   in   this
subsection, the Corporation shall purchase and maintain  such
insurance  on  behalf  of  an individual  who  is  or  was  a
director, officer or employee who, while a director,  officer
or  employee  of  the Corporation, is or was serving  at  the
request  of the Corporation as a director, officer,  partner,
trustee,  employee  or agent of another foreign  or  domestic
corporation,  partnership,  joint  venture,  trust,  employee
benefit  plan  or  other  enterprise,  including  charitable,
non-profit  or  civic  organizations,  whether  or  not   the
Corporation  would have power to indemnify  him  against  the
same liability under Sections 13.2 or 13.3.

13.9 Application of By-Law

(a)  This By-Law does not limit the Corporations power to pay
     or reimburse expenses incurred by a director, officer or
     employee in connection with his appearance as a  witness
     in  a  proceeding at a time when he has not been made  a
     named defendant or respondent to the proceeding.

(b) The  foregoing  rights shall not be  exclusive  of  other
     rights  to  which any director, officer or employee  may
     otherwise be entitled.

(c)  The  foregoing shall not limit any right or power of the
     Corporation  to provide indemnification  as  allowed  by
     statute or otherwise.

13.10 Rights Deemed Contract Rights

All  rights to indemnification and to advancement of expenses
under  these  By-Laws shall be deemed to  be  provided  by  a
contract between the Corporation and the director, officer or
employee who serves in such capacity at any time while  these
By-Laws  are  in effect. Any repeal or modification  of  this
By-Law  shall  not  affect  any rights  or  obligations  then
existing.

SECTION 14 - The Board of Directors may alter or amend  these
by-laws at any meeting duly held as herein provided.

<PAGE>

                Mississippi Power & Light Company
                                
                     Action of Stockholders


Pursuant to Section 79-4-7.04 and Section79-4-10.20 of the

Mississippi Code of 1972, the undersigned Entergy Corporation,

being the owner of all issued and outstanding shares of the

common stock of Mississippi Power & Light Company, hereby adopts

the following resolutions as the action of stockholders:

     
     RESOLVED, That the first sentence of Section 8 of the
     bylaws of Mississippi Power & Light Company is amended
     to read as follows:
     
          "SECTION 8 - Notwithstanding any other provision
          in these bylaws of the Corporation to the
          contrary, the stockholders or the Board of
          Directors shall have the power from time to time
          to fix the number of directors of the Company,
          provided that the number so fixed shall not be
          less than three (3) or more than fifteen (15)."

     RESOLVED, That the first sentence of Section 11 of the
     bylaws of Mississippi Power & Light Company is amended
     to read as follows:
     
          "SECTION 11 - EXECUTIVE COMMITTEE - The Board of
     Directors may elect an Executive Committee to consist
     of at     least two members of the  Board of
     Directors."
     
     RESOLVED, That the number of members of the Board of
     Directors of the Corporation is fixed at six (6) and
     the following persons are elected as Directors of
     Mississippi Power & Light Company to hold office for
     the ensuing year and until their successors shall have
     been elected and qualified:
                    
                    Michael B. Bemis
                    Donald C. Hintz
                    Jerry D. Jackson
                    Edwin A. Lupberger
                    Jerry L. Maulden
                    Donald E. Meiners
     
     
All requirements of notice of this meeting are hereby waived and,

where permissible, the actions taken herein shall be effective as

of May 5, 1994.

Date:  May 25, 1994




                              ENTERGY CORPORATION



                              /s/ Edwin A. Lupberger
                              Edwin A. Lupberger
                              Chairman of the Board and Chief
                              Executive Officer

<PAGE>

                MISSISSIPPI POWER & LIGHT COMPANY
                                
                     Action of Stockholders
                                
Pursuant to 79-4-7.04 and 79-4-10.20 of the Mississippi Code

Ann. (Supp. 1989), the undersigned Entergy Corporation, being the

owner of all issued and outstanding shares of the common stock of

Mississippi Power & Light Company, hereby adopts the following

resolution as the action of stockholders:

     
     RESOLVED, That the second sentence of  Section 11 of
     the bylaws of Mississippi Power & Light Company is
     amended to read as follows:
     
          "The Vice Chairman and Chief Operating
          Officer of the Company shall also be a member
          of the Executive Committee."
          
     and further
     
     RESOLVED, that Edwin Lupberger, Jerry L. Maulden and
     Jerry D. Jackson shall continue as the members of the
     Executive Committee of  Mississippi Power & Light
     Company until the next Annual Meeting (or Unanimous
     Written Consent in Lieu Thereof) of Shareholders of
     Mississippi Power & Light Company.
     
All requirements of notice of this meeting are hereby waived and

the actions taken herein shall be effective as of the date of

execution hereof.

Date:    April 5, 1995



     

                              ENTERGY CORPORATION



                                /s/ Edwin A. Lupberger
                              Edwin A. Lupberger
                              Chairman of the Board and Chief
                              Executive Officer