Exhibit 3(f)(i)1
                                
               RESTATED ARTICLES OF INCORPORATION
                                
                               OF

                MISSISSIPPI POWER & LIGHT COMPANY


    Pursuant  to  the provisions of Section 64 of the Mississippi
Business Corporation Law (Section 79-3-127, Mississippi  Code  of
1972,  as  amended),  the  undersigned  Corporation  adopts   the
following Restated Articles of Incorporation:
    
      FIRST:  The name of the Corporation is MISSISSIPPI POWER  &
LIGHT COMPANY.

      SECOND:  The  period  of its duration is  ninety-nine  (99)
years.

      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 from 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  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 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 17,004,478 shares, divided  into
2,004,476 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  Restated
Articles of Incorporation of 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, 1964,
     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 75,000 shares of the Preferred Stock shall:

        (a)  be  designated  "9.16% Preferred Stock,  Cumulative,
     $100 Par Value";
        
        (b)  have  a dividend rate of $9.16 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
     November  1, 1970, and such dividends to be cumulative  from
     the date of issue of said series; and
        
        (c)  be subject to redemption at the price of $110.93 per
     share  if  redeemed on or before August 1, 1975, of  $108.64
     per  share if redeemed after August 1, 1975 and on or before
     August  1,  1980,  of $106.35 per share  if  redeemed  after
     August  1,  1980  and on or before August 1,  1985,  and  of
     $104.06 per share if redeemed after August 1, 1985, 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  9.16%  Preferred
     Stock,  Cumulative, $100 Par Value, shall be redeemed  prior
     to  August 1, 1975 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  9.16%
     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 9.16% Preferred Stock, Cumulative, $100 Per Value.

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,
     S100 Par Value.

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

        (a)  be designated "17% Preferred Stock, Cumulative, $100
     Par Value"
        
        (b)  have  a dividend rate of $17.00 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
     November  1, 1981, and such dividends to be cumulative  from
     the date of issuance;
        
        (c)  be subject to redemption at the price of $117.00 per
     share if redeemed on or before September 1, 1986, of $112.75
     per  share  if redeemed after September 1, 1986  and  on  or
     before  September 1, 1991, of $108.50 per share if  redeemed
     after  September 1, 1991 and on or before September 1, 1996,
     and  of  $104.25  per share if redeemed after  September  1,
     1996,  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 17% Preferred Stock Cumulative, $100 Par Value, shall
     be redeemed prior to September 1, 1986 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  17% 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 17% Preferred Stock, Cumulative, $100 Par
     Value; and
        
        (d)  be  subject to redemption as and for a sinking  fund
     as  follows:  On September 1, 1986 and on each  September  1
     thereafter (each such date being hereinafter referred to  as
     a  "17%  Sinking Fund Redemption Date"), for so long as  any
     shares  of  the  17% Preferred Stock, Cumulative,  $100  Par
     Value,  shall  remain  outstanding,  the  Corporation  shall
     redeem,  out  of  funds legally available  therefor,  10,000
     shares  of  the  17% Preferred Stock, Cumulative,  $100  Par
     value (or the number of shares then outstanding if less than
     10,000)  at  the sinking fund redemption price of  $100  per
     share  plus,  as  to  each  share  so  redeemed,  an  amount
     equivalent to the accumulated and unpaid dividends  thereon,
     if  any,  to the date of redemption (the obligation  of  the
     Corporation  so  to redeem the shares of the  17%  Preferred
     Stock,   Cumulative,  $100  Par  Value,  being   hereinafter
     referred to as the "17% Sinking Fund Obligation");  the  17%
     Sinking  Fund Obligation shall be cumulative; if on any  17%
     Sinking Fund Redemption Date, the Corporation shall not have
     funds  legally available therefor sufficient to  redeem  the
     full  number of shares required to be redeemed on that date,
     the  17% Sinking Fund Obligation with respect to the  shares
     not  redeemed  shall  carry forward to each  successive  17%
     Sinking  Fund Redemption Date until such shares  shall  have
     been  redeemed; whenever on any 17% Sinking Fund  Redemption
     Date, the funds of the Corporation legally available for the
     satisfaction  of  the 17% Sinking Fund  Obligation  and  all
     other  sinking  fund and similar obligations  then  existing
     with  respect  to  any other class or series  of  its  stock
     ranking  on a parity as to dividends or assets with the  17%
     Preferred Stock, Cumulative, $100 Par Value (such Obligation
     and  obligations collectively being hereinafter referred  to
     as  the "Total Sinking Fund Obligation") are insufficient to
     permit  the  Corporation to satisfy fully its Total  Sinking
     Fund Obligation on that date, the Corporation shall apply to
     the  satisfaction of its 17% Sinking Fund Obligation on that
     date  that proportion of such legally available funds  which
     is equal to the ratio of such 17% Sinking Fund Obligation to
     such  Total Sinking Fund Obligation; in addition to the  17%
     Sinking  Fund  Obligation, the Corporation  shall  have  the
     option,  which  shall  be  noncumulative,  to  redeem,  upon
     authorization of the Board of Directors, on each 17% Sinking
     Fund   Redemption  Date,  at  the  aforesaid  sinking   fund
     redemption price, up to 10,000 additional shares of the  17%
     Preferred Stock, Cumulative, $100 Par Value; the Corporation
     shall  be  entitled, at its election, to credit against  its
     17%   Sinking  Fund  Obligation  on  any  17%  Sinking  Fund
     Redemption  Date  any  shares of the  17%  Preferred  Stock,
     Cumulative,  Stock Par Value (including shares  of  the  17%
     Preferred  Stock,  Cumulative,  $100  Par  Value  optionally
     redeemed  at  the aforesaid sinking fund price)  theretofore
     redeemed  (other  than  shares of the 17%  Preferred  Stock,
     Cumulative,  $100  Par Value redeemed pursuant  to  the  17%
     Sinking Fund Obligation) purchased or otherwise acquired and
     not   previously  credited  against  the  17%  Sinking  Fund
     Obligation.

A series of 100,000 shares of the Preferred Stock shall:
        
        (a)  be  designated "14-3/4% Preferred Stock, Cumulative,
     $100 Par Value";
        
        (b)  have  a dividend rate of $14.75 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
     1982,  and such dividends to be cumulative from the date  of
     issuance;
        
        (c)  be subject to redemption at the price of $114.75 per
     share  if  redeemed after the issuance and sale  and  on  or
     before  March  1, 1983, $113.11 per share if redeemed  after
     March  1,  1983 and on or before March 1, 1984, $111.47  per
     share if redeemed after March 1, 1984 and on or before March
     1,  1985, $109.83 per share if redeemed after March 1,  1985
     and  on  or  before  March 1, 1986,  $108.19  per  share  if
     redeemed after March 1, 1986 and on or before March 1, 1987,
     $106.56  per share if redeemed after March 1, 1987 and on or
     before  March  1, 1988, $104.92 per share if redeemed  after
     March  1,  1988 and on or before March 1, 1989, $103.28  per
     share if redeemed after March 1, 1989 and on or before March
     1,  l990, $101.64 per share if redeemed after March 1,  1990
     and  on  or before March 1, 1991, and $100.00 per  share  if
     redeemed  after March 1, 1991, 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 14-3/4% Preferred Stock,  Cumulative,
     $100 Par Value, shall be redeemed prior to March 1, 1987  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 14-3/4% 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 14-3/4%  Preferred
     Stock, Cumulative, $100 Par Value; and
        
        (d)  be  subject to redemption as and for a sinking  fund
     as follows.  On March 1, 1990, 1991 and 1992 (each such date
     being  hereinafter  referred to as a "14-3/4%  Sinking  Fund
     Redemption  Date"),  the Corporation shall  redeem,  out  of
     funds  legally available therefor, 33,333, 33,333 and 33,334
     shares,  respectively,  of  the  14-3/4%  Preferred   Stock,
     Cumulative,  $100 Par Value, at the sinking fund  redemption
     price  of $100 per share plus, as to each share so redeemed,
     an amount equivalent to the accumulated and unpaid dividends
     thereon,  if any, to the date of redemption (the  obligation
     of  the  Corporation so to redeem the shares of the  14-3/4%
     Preferred   Stock,   Cumulative,  $100  Par   Value,   being
     hereinafter  referred  to  as  the  "14-3/4%  Sinking   Fund
     Obligation"); the 14-3/4% Sinking Fund Obligation  shall  be
     cumulative; if on any 14-3/4% Sinking Fund Redemption  Date,
     the  Corporation  shall  not have  funds  legally  available
     therefor  sufficient  to redeem the full  number  of  shares
     required  to  be redeemed on that date, the 14-3/4%  Sinking
     Fund  Obligation  with respect to the  shares  not  redeemed
     shall carry forward to each successive 14-3/4% Sinking  Fund
     Redemption  Date (or, in the event the 14-3/4% Sinking  Fund
     Obligation is not satisfied on March 1, 1992, to  such  date
     as soon thereafter as funds are legally available to satisfy
     the 14-3/4% Sinking Fund Obligation) until such shares shall
     have  been  redeemed; whenever on any 14-3/4%  Sinking  Fund
     Redemption  Date,  the  funds  of  the  Corporation  legally
     available  for the satisfaction of the 14-3/4% Sinking  Fund
     Obligation   and   all  other  sinking  fund   and   similar
     obligations then existing with respect to any other class or
     series  of its stock ranking on a parity as to dividends  or
     assets  with  the 14-3/4% Preferred Stock, Cumulative,  $100
     Par  Value  (such  Obligation and  obligations  collectively
     being  hereinafter  referred to as the "Total  Sinking  Fund
     Obligation")  are insufficient to permit the Corporation  to
     satisfy  fully  its  Total Sinking Fund Obligation  on  that
     date, the Corporation shall apply to the satisfaction of its
     14-3/4% Sinking Fund Obligation on that date that proportion
     of  such legally available funds which is equal to the ratio
     of  such  14-3/4%  Sinking  Fund Obligation  to  such  Total
     Sinking Fund Obligation.
        
A series of 100,000 shares of the Preferred Stock shall:
         
         (a)  be  designated "12.00% Preferred Stock, Cumulative,
     $100 Par Value";
     
        (b)  have  a dividend rate of $12.00 per share per  annum
     payable  quarterly  on  February 1,  May  1,  August  1  and
     November l of each year, the first dividend date to  be  May
     1,  1983, and such dividends to be cumulative from the  date
     of issuance;
        
        (c)  be subject to redemption at the price of $112.00 per
     share if redeemed on or before March 1, 1988, of $109.00 per
     share if redeemed after March 1, 1988 and on or before March
     1,  1993,  of $106.00 per share if redeemed after  March  1,
     1993  and  on  or before March 1, 1998, and of  $103.00  per
     share if redeemed after March 1, 1998, 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  12.00%  Preferred  Stock,
     Cumulative, $100 Par Value, shall be redeemed prior to March
     1, 1988 if such redemption is for the purpose or in anticipa
     tion  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 12.00% 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 12.7497% to  per
     annum; and
     
           (d) be subject to redemption as and for a sinking fund
     as  follows: on March 1, 1888 and on each March 1 thereafter
     (each  such date being hereinafter referred to as a  "12.00%
     Sinking Fund Redemption Date"), for so long as any shares of
     the  12.00%  Preferred Stock, Cumulative,  $100  Par  Value,
     shall remain outstanding, the Corporation shall redeem,  out
     of  funds  legally available therefor, 5,000 shares  of  the
     12.00%  Preferred Stock, Cumulative, $100 Par Value (or  the
     number of shares then outstanding if less than 5,000) at the
     sinking fund redemption price of $100 per share plus, as  to
     each  share  so  redeemed,  an  amount  equivalent  to   the
     accumulated  and unpaid dividends thereon, if  any,  to  the
     date of redemption (the obligation of the Corporation so  to
     redeem the shares of the 12.00% Preferred Stock, Cumulative,
     $100 Par Value, being hereinafter referred to as the "12.00%
     Sinking   Fund   Obligation");  the  12.00%   Sinking   Fund
     Obligation  shall  be cumulative; if on any  12.00%  Sinking
     Fund  Redemption Date, the Corporation shall not have  funds
     legally  available therefor sufficient to  redeem  the  full
     number  of shares required to be redeemed on that date,  the
     12.00%  Sinking Fund Obligation with respect to  the  shares
     not  redeemed shall carry forward to each successive  12.00%
     Sinking  Fund Redemption Date until such shares  shall  have
     been   redeemed;  whenever  on  any  12.00%   Sinking   Fund
     Redemption  Date,  the  funds  of  the  Corporation  legally
     available  for the satisfaction of the 12.00%  Sinking  Fund
     Obligation   and   all  other  sinking  fund   and   similar
     obligations then existing with respect to any other class or
     series  of its stock ranking on a parity as to dividends  or
     assets with the 12.00% Preferred Stock Cumulative, $100  Par
     Value  (such  Obligation and obligations collectively  being
     hereinafter   referred  to  as  the  "Total   Sinking   Fund
     Obligation")  are insufficient to permit the Corporation  to
     satisfy  fully  its  Total Sinking Fund Obligation  on  that
     date, the Corporation shall apply to the satisfaction of its
     12.00%  Sinking Fund Obligation on that date that proportion
     of  such legally available funds which is equal to the ratio
     of such 12.00% Sinking Fund Obligation to such Total Sinking
     Fund  Obligation;  in  addition to the 12.00%  Sinking  Fund
     Obligation,  the  Corporation shall have the  option,  which
     shall be noncumulative, to redeem, upon authorization of the
     Board  of  Directors, on each 12.00% Sinking Fund Redemption
     Date, at the aforesaid sinking fund redemption price, up  to
     5,000  additional  shares  of  the  12.00%  Preferred  Stock
     Cumulative,  $100  Par  Value;  the  Corporation  shall   be
     entitled,  at  its  election, to credit against  its  12.00%
     Sinking   Fund   Obligation  on  any  12.00%  Sinking   Fund
     Redemption  Date  any shares of the 12.00% Preferred  Stock,
     Cumulative, $100 Par Value (including shares of  the  12.00%
     Preferred   Stock  Cumulative,  $100  Par  Value  optionally
     redeemed  at  the aforesaid sinking fund price)  theretofore
     redeemed  (other than shares of the 12.00% Preferred  Stock,
     Cumulative, $100 Par Value redeemed pursuant to  the  12.00%
     Sinking Fund Obligation) purchased or otherwise acquired and
     not  previously  credited against the  12.00%  Sinking  Fund
     Obligation.
    
    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 the 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 the 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
40  days and not less than 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
default  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 nor more than sixty 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 nor more than fifty 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  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 days nor more than fifty
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 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 accepted 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
political  subdivision,  authority,  agency,  or  instrumentality
thereof, or (iii) a district, 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 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' notice 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 with 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 entitled 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 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 have 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 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  re
quirements  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 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  Common  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 prior 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 annual 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 the
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
accordance 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 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 not
withstanding  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 qualifi
cations 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
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 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 Restated Articles of Incorporation or by subsequent
     increase of the authorized number of shares of stock  or  by
     amendment  of  these 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  in  the  Board  of  Directors,  except  vacancies
     arising from the removal of directors, shall be filed by the
     directors remaining in office.
     
           (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
     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  Restated  Articles   of
     Incorporation  and/or  (2)  amendments  of  these   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 Restated Articles of Incorporation correctly set
forth without change the corresponding provisions of the Articles
of   Incorporation  as  heretofore  amended  and  restated,   and
supersede  the  original  Articles  of  Incorporation,  and   all
amendments  thereto, and prior Restated Articles of Incorporation
and all amendments thereto.

     DATED: December 21, 1983.



                         MISSISSIPPI POWER & LIGHT COMPANY



                          By: D. C. LUTKEN

                               Its President

[CORPORATE SEAL]


                         By: F. S. YORK, JR.

                                Its Secretary


STATE OF MISSISSIPPI
COUNTY OF HINDS

    I,  Bethel Ferguson, a Notary Public, do hereby certify  that
on this 21st day of December, 1983, personally appeared before me
D. C. Lutken. who, being by me first duly sworn, declared that he
is  the  President of Mississippi Power & Light Company, that  he
signed  the  foregoing document as President of the  Corporation,
and that the statements therein contained are true.
                                BETHEL FERGUSON
                                  Notary Public

My commission expires July 23, 1987.

                                   [NOTARY'S SEAL]

               RESTATED ARTICLES OF INCORPORATION
                               of
                MISSISSIPPI POWER & LIGHT COMPANY
                                
                                
                    Filing and Recording Data


Restated Articles of Incorporation filed with Secretary of State-
-December 21, 1983

Certificate  of  Restated  Articles of  Incorporation  issued  by
Secretary of State--December 21, 1983

Certificate  of Restated Articles of Incorporation  and  Restated
Articles of Incorporation filed for record in the office  of  the
Chancery  Clerk of the First Judicial District of  Hinds  County,
Mississippi, Book 189, Page 624--December 22, 1983.
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
      Statement of Resolution Establishing Series of Shares
                                
                        October 25, 1984

      Pursuant  to  the  provisions of  Section  79-3-29  of  the
Mississippi Business Corporation Law, the undersigned Corporation
submits  the  following statement for the purpose of establishing
and designating a series of shares and fixing and determining the
relative rights and preferences thereof:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The attached resolution establishing and designating a
        series of shares and fixing and determining the relative
        rights and preferences thereof was duly adopted by the
        Board of Directors of the Corporation on October 24,
        1984.
        
        Dated this the 25th day of October, 1984.
        
                         MISSISSIPPI POWER & LIGHT COMPANY



                         By/s/ William Cavanaugh, III
                              William Cavanaugh, III
                                    President


                         By   /s/ Frank S. York, Jr.
                                Frank S. York, Jr.
                              Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                

                                
STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this  October  25,  1984, personally appeared before  me  William
Cavanaugh, III, who, being by me first duly sworn, declared  that
he  is  President of Mississippi Power & Light Company,  that  he
executed  the foregoing document as President of the Corporation,
and that the statements therein contained are true.


                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public


My Commission Expires:


   March 30, 1986









STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this  October 25, 1984, personally appeared before  me  Frank  S.
York, Jr., who, being by me first duly sworn, declared that he is
Senior  Vice President, Chief Financial Officer and Secretary  of
Mississippi Power & Light Company, that he executed the foregoing
document  as  Senior Vice President, Chief Financial Officer  and
Secretary  of  the  Corporation, and that the statements  therein
contained are true.


                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public




My Commission Expires:


   March 30, 1986


RESOLVED  That  there  is  hereby established  a  series  of  the
Preferred Stock of Mississippi Power & Light Company as follows:

A series of 150,000 shares of the Preferred Stock shall:

     (a)  be designated "16.16% Preferred Stock, Cumulative, $100
Par Value;"

      (b)   have  a dividend rate of $16.16 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, 1986, and
such dividends to be cumulative from the date of issuance;

      (c)   be subject to redemption at the price of $116.16  per
share  if redeemed on or before November 1, 1989, of $112.12  per
share  if  redeemed  after November 1, 1989,  and  on  or  before
November 1, 1994, of $108.08 per share if redeemed after November
1,  1994,  and on or before November 1, 1999, and of $104.04  per
share  if redeemed after November 1, 1999, 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 16.16% Preferred Stock, Cumulative,
$100  Par Value, shall be redeemed prior to November 1, 1989,  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
16.16%  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 16.2772% per annum; and

      (d)  be subject to redemption as and for a sinking fund  as
follows:   on November 1, 1989 and on each November 1  thereafter
(each  such  date  being hereinafter referred  to  as  a  "16.16%
Sinking Fund Redemption Date"), for so long as any shares of  the
16.16%  Preferred Stock, Cumulative, $100 Par Value, shall remain
outstanding,  the Corporation shall redeem, out of funds  legally
available  therefor, 7,500 shares of the 16.16% Preferred  Stock,
Cumulative,  $100  Par  Value, (or  the  number  of  shares  than
outstanding  if  less than 7,500) at the sinking fund  redemption
price  of  $100 per share plus, as to each share so redeemed,  an
amount   equivalent  to  the  accumulated  and  unpaid  dividends
thereon, if any, to the date of redemption (the obligation of the
Corporation  so  to  redeem the shares of  the  16.16%  Preferred
Stock, Cumulative, $100 Par Value, being hereinafter referred  to
as the "16.16% Sinking Fund Obligation"); the 16.16% Sinking Fund
Obligation  shall  be cumulative; if on any 16.16%  Sinking  Fund
Redemption  Date,  the Corporation shall not have  funds  legally
available therefor sufficient to redeem the full number of shares
required  to  be redeemed on that date, the 16.16%  Sinking  Fund
Obligation  with respect to the shares not redeemed  shall  carry
forward  to  each successive 16.16% Sinking Fund Redemption  Date
until  such  shares  shall have been redeemed;  whenever  on  any
16.16% Sinking Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the 16.16% Sinking Fund
Obligation  and  all  other sinking fund and similar  obligations
than  existing with respect to any other class or series  of  its
stock  ranking  on a parity as to dividends or  assets  with  the
16.16%   Preferred  Stock,  Cumulative,  $100  Par  Value   (such
obligation   and   obligations  collectively  being   hereinafter
referred  to  as  the  "Total Sinking  Fund  Obligations"),   are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction on its 16.16% Sinking Fund Obligation on that
date  that  proportion of such legally available funds  which  is
equal to the ratio of such 16.16% Sinking Fund Obligation to such
Total  Sinking Fund Obligation; in addition to the 16.16% Sinking
Fund  Obligation,  the Corporation shall have the  option,  which
shall  be  noncumulative, to redeem, upon  authorization  of  the
Board  of Directors, on each 16.16% Sinking Fund Redemption Date,
at  the  aforesaid  sinking fund redemption price,  up  to  7,500
additional shares of the 16.16% Preferred Stock, Cumulative  $100
Par Value; the Corporation shall be entitled, at its election, to
credit  against its 16.16% Sinking Fund Obligation on any  16.16%
Sinking  Fund Redemption Date any shares of the Preferred  Stock,
Cumulative,  $100  Par  Value (including  shares  of  the  16.16%
Preferred Stock, Cumulative, $100 Par Value, optionally  redeemed
at  the aforesaid sinking fund price) theretofore redeemed (other
than  shares of the 16.16% Preferred Stock, Cumulative, $100  Par
Value,  redeemed pursuant to the 16.16% Sinking Fund  Obligation)
purchased  or  otherwise  acquired and  not  previously  credited
against the 16.16% Sinking Fund Obligation.
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
      Statement of Resolution Establishing Series of Shares
                                
                          July 24, 1986
                                
      Pursuant  to  the  provisions of  Section  79-3-29  of  the
Mississippi Code of 1972, the undersigned Corporation submits the
following   statement  for  the  purpose  of   establishing   and
designating  a  series of shares and fixing and  determining  the
relative rights and preferences thereof:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The attached resolution establishing and designating a
        series of shares and fixing and determining the relative
        rights and preferences thereof was duly adopted by the
        Board of Directors of the Corporation on July 24, 1986.
        
        Dated this the 24th day of July, 1986.
        
                         MISSISSIPPI POWER & LIGHT COMPANY



                         By/s/ William Cavanaugh, III
                              William Cavanaugh, III
                                    President


                         By   /s/ Frank S. York, Jr.
                                Frank S. York, Jr.
                              Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                

                                
STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joseph L. Blount, a Notary Public, do hereby certify that
on  this  July  24, 1986, personally appeared before  me  William
Cavanaugh, III, who, being by me first duly sworn, declared  that
he  is  President  of  Mississippi  Power  &  Light  Company,   a
Mississippi corporation, that he executed the foregoing  document
as  President of the Corporation, and that the statements therein
contained are true.


                                 /s/ Joseph L. Blount
                              Joseph L. Blount, Notary Public


My Commission Expires:


   January 20, 1990









STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joseph L. Blount, a Notary Public, do hereby certify that
on  this  July 24, 1986, personally appeared before me  Frank  S.
York, Jr., who, being by me first duly sworn, declared that he is
Senior  Vice President, Chief Financial Officer and Secretary  of
Mississippi  Power  &  Light Company, a Mississippi  corporation,
that he executed the foregoing document as Senior Vice President,
Chief  Financial  Officer and Secretary of the  Corporation,  and
that the statements therein contained are true.


                                   /s/ Joseph L. Blount
                              Joseph L. Blount, Notary Public




My Commission Expires:


   January 20, 1990


RESOLVED  That  there  is  hereby established  a  series  of  the
Preferred Stock of Mississippi Power & Light Company as follows:

A series of 350,000 shares of the Preferred Stock shall:

     (a)  be designated "9% Preferred Stock, Cumulative, $100 Par
Value;"

      (b)   have  a  dividend rate of $9.00 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 November 1, 1986, and
such dividends to be cumulative from the date of issuance;

      (c)   be subject to redemption at the price of $109.00  per
share if redeemed on or before July 1, 1991, of $106.75 per share
if  redeemed  after  July 1, 1991, 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  9% Preferred Stock, Cumulative, $100  Par  Value,
shall  be  redeemed prior to July 1, 1991, 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 9% 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 9.9901% per annum; and

      (d)  be subject to redemption as and for a sinking fund  as
follows:   on  July 1, 1991, and on each July 1 thereafter  (each
such  date  being hereinafter referred to as a "9%  Sinking  Fund
Redemption Date"), for so long as any shares of the 9%  Preferred
Stock, Cumulative, $100 Par Value, shall remain outstanding,  the
Corporation   shall  redeem,  out  of  funds  legally   available
therefor,  70,000  shares of the 9% Preferred Stock,  Cumulative,
$100 Par Value, (or the number of shares than outstanding if less
than  70,000) at the sinking fund redemption price  of  $100  per
share plus, as to each share so redeemed, an amount equivalent to
the accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem the
shares  of  the 9% Preferred Stock, Cumulative, $100  Par  Value,
being   hereinafter  referred  to  as  the   "9%   Sinking   Fund
Obligation"); the 9% Sinking Fund Obligation shall be cumulative;
if on any 9.% Sinking Fund Redemption Date, the Corporation shall
not  have  funds legally available therefor sufficient to  redeem
the  full number of shares required to be redeemed on that  date,
the  9%  Sinking Fund Obligation with respect to the  shares  not
redeemed  shall carry forward to each successive 9% Sinking  Fund
Redemption  Date  until  such shares shall  have  been  redeemed;
whenever on any 9% Sinking Fund Redemption Date, the funds of the
Corporation  legally  available for the satisfaction  of  the  9%
Sinking  Fund Obligation and all other sinking fund  and  similar
obligations  than  existing with respect to any  other  class  or
series of its stock ranking on a parity as to dividends or assets
with  the  9%  Preferred Stock, Cumulative, $100 Par Value  (such
obligation   and   obligations  collectively  being   hereinafter
referred  to  as  the  "Total Sinking  Fund  Obligations"),   are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to  the  satisfaction on its 9% Sinking Fund Obligation  on  that
date  that  proportion of such legally available funds  which  is
equal  to  the ratio of such 9% Sinking Fund Obligation  to  such
Total Sinking Fund Obligation; the Corporation shall be entitled,
at its election, to credit against its 9% Sinking Fund Obligation
on  any  9%  Sinking  Fund  Redemption Date  any  shares  of  the
Preferred   Stock,   Cumulative,  $100  Par  Value,   theretofore
redeemed   (other   than  shares  of  the  9%  Preferred   Stock,
Cumulative, $100 Par Value, redeemed pursuant to the  9%  Sinking
Fund   Obligation)  purchased  or  otherwise  acquired  and   not
previously credited against the 9% Sinking Fund Obligation.

                MISSISSIPPI POWER & LIGHT COMPANY
                                
               Statement of Cancellation of Shares
                                
                        September 1, 1986
                                
      Pursuant  to  the  provisions of Section  79-3-133  of  the
Mississippi Code of 1972, the undersigned Corporation submits the
following  statement  of  cancellation of  redeemable  shares  by
redemption:

     1. The name of the corporation is Mississippi Power & Light
        Company.
     
     2. The number of redeemable shares cancelled through
        redemption is 20,000 shares of 17% preferred stock,
        cumulative, $100 par value.
     
     3. The aggregate number of issued shares, itemized by class
        and series, after giving effect to such cancellation is
        as follows:
        
        (a)  6,275,000 shares of common stock, without par
             value;
        (b)  59,920 shares of 4.36% preferred stock, cumulative,
             $100 par value;
        (c)  43,888 shares of 4.56% preferred stock, cumulative,
             $100 par value;
        (d)  100,000 shares of 4.92% preferred stock,
             cumulative, $100 par value;
        (e)  75,000 shares of 9.16% preferred stock, cumulative,
             $100 par value;
        (f)  100,000 shares of 7.44% preferred stock,
             cumulative, $100 par value;
        (g)  180,000 shares of 17% preferred stock, cumulative,
             $100 par value;
        (h)  100,000 shares of 14.75% preferred stock,
             cumulative, $100 par value;
        (i)  100,000 shares of 12% preferred stock, cumulative,
             $100 par value;
        (j)  150,000 shares of 16.16% preferred stock,
             cumulative, $100 par value;
        (k)  350,000 shares of 9% preferred stock, cumulative,
             $100 par value;
     
     4. The amount, expressed in dollars, of the stated capital
        of the Corporation, after giving effect to such
        cancellation is $270,205,800.00.
     
     5. The Restated Articles of Incorporation of the
        Corporation provide that the cancelled shares shall not
        be reissued, and the number of shares which the
        Corporation has authority to issue, itemized by class,
        after giving effect to such cancellation, is as follows:
        
        (a)  15,000,000 shares of common stock, without par
             value, 6,275,000 of such shares being issued and
             outstanding at the date hereof; and
        (b)  1,984,476 shares of preferred stock, 1,258,808
             shares of which are issued and outstanding as
             outlined above.
        
        Dated this the 10th day of December, 1986.
        
                         MISSISSIPPI POWER & LIGHT COMPANY

                         By   /s/ Frank S. York, Jr.
                                  Frank S. York, Jr.
                               Senior Vice President,
                              Chief Financial Officer
                                   and Secretary

                         By        /s/ A. H. Mapp
                                     A. H. Mapp
                               Assistant Secretary and
                                 Assistant Treasurer
                                
STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this  10th  day of December, 1986, personally appeared before  me
Frank  S.  York, Jr., who, being by me first duly sworn, declared
that  he  is  Senior Vice President, Chief Financial Officer  and
Secretary  of  Mississippi Power & Light Company,  a  Mississippi
corporation,  that he executed the foregoing document  as  Senior
Vice  President,  Chief Financial Officer and  Secretary  of  the
Corporation, and that the statements therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public
My Commission Expires:

________________________


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me A.
H.  Mapp, who, being by me first duly sworn, declared that he  is
Assistant Secretary and Assistant Treasurer of Mississippi  Power
&  Light Company, a Mississippi corporation, that he executed the
foregoing  document  as  Senior Vice President,  Chief  Financial
Officer and Secretary of the Corporation, and that the statements
therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________
                                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
               Statement of Cancellation of Shares
                                
                        November 1, 1986
                                
      Pursuant  to  the  provisions of Section  79-3-133  of  the
Mississippi Code of 1972, the undersigned Corporation submits the
following  statement  of  cancellation of  redeemable  shares  by
redemption:

     1. The name of the corporation is Mississippi Power & Light
        Company.
     
     2. The number of redeemable shares cancelled through
        redemption is 180,000 shares of 17% preferred stock,
        cumulative, $100 par value.
     
     3. The aggregate number of issued shares, itemized by class
        and series, after giving effect to such cancellation is
        as follows:
        
        (a)  6,275,000 shares of common stock, without par
             value;
        (b)  59,920 shares of 4.36% preferred stock, cumulative,
             $100 par value;
        (c)  43,888 shares of 4.56% preferred stock, cumulative,
             $100 par value;
        (d)  100,000 shares of 4.92% preferred stock,
             cumulative, $100 par value;
        (e)  75,000 shares of 9.16% preferred stock, cumulative,
             $100 par value;
        (f)  100,000 shares of 7.44% preferred stock,
             cumulative, $100 par value;
        (g)  100,000 shares of 14.75% preferred stock,
             cumulative, $100 par value;
        (h)  100,000 shares of 12% preferred stock, cumulative,
             $100 par value;
        (i)  150,000 shares of 16.16% preferred stock,
             cumulative, $100 par value;
        (j)  350,000 shares of 9% preferred stock, cumulative,
             $100 par value;
     
     4. The amount, expressed in dollars, of the stated capital
        of the Corporation, after giving effect to such
        cancellation is $252,205,800.00.
     
     5. The Restated Articles of Incorporation of the
        Corporation provide that the cancelled shares shall not
        be reissued, and the number of shares which the
        Corporation has authority to issue, itemized by class,
        after giving effect to such cancellation, is as follows:
        
        (a)  15,000,000 shares of common stock, without par
             value, 6,275,000 of such shares being issued and
             outstanding at the date hereof; and
        (b)  1,804,476 shares of preferred stock, 1,078,808
             shares of which are issued and outstanding as
             outlined above.
        
        Dated this the 10th day of December, 1986.
        
                         MISSISSIPPI POWER & LIGHT COMPANY

                         By   /s/ Frank S. York, Jr.
                                  Frank S. York, Jr.
                               Senior Vice President,
                              Chief Financial Officer
                                   and Secretary

                         By        /s/ A. H. Mapp
                                     A. H. Mapp
                               Assistant Secretary and
                                 Assistant Treasurer
                                

STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this  10th  day of December, 1986, personally appeared before  me
Frank  S.  York, Jr., who, being by me first duly sworn, declared
that  he  is  Senior Vice President, Chief Financial Officer  and
Secretary  of  Mississippi Power & Light Company,  a  Mississippi
corporation,  that he executed the foregoing document  as  Senior
Vice  President,  Chief Financial Officer and  Secretary  of  the
Corporation, and that the statements therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me A.
H.  Mapp, who, being by me first duly sworn, declared that he  is
Assistant Secretary and Assistant Treasurer of Mississippi  Power
&  Light Company, a Mississippi corporation, that he executed the
foregoing  document  as  Senior Vice President,  Chief  Financial
Officer and Secretary of the Corporation, and that the statements
therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________

                MISSISSIPPI POWER & LIGHT COMPANY
                                
               Statement of Cancellation of Shares
                                
                        November 1, 1986
                                
      Pursuant  to  the  provisions of Section  79-3-133  of  the
Mississippi Code of 1972, the undersigned Corporation submits the
following  statement  of  cancellation of  redeemable  shares  by
redemption:

     1. The name of the corporation is Mississippi Power & Light
        Company.
     
     2. The number of redeemable shares cancelled through
        redemption is 100,000 shares of 14.75% preferred stock,
        cumulative, $100 par value.
     
     3. The aggregate number of issued shares, itemized by class
        and series, after giving effect to such cancellation is
        as follows:
        
        (a)  6,275,000 shares of common stock, without par
             value;
        (b)  59,920 shares of 4.36% preferred stock, cumulative,
             $100 par value;
        (c)  43,888 shares of 4.56% preferred stock, cumulative,
             $100 par value;
        (d)  100,000 shares of 4.92% preferred stock,
             cumulative, $100 par value;
        (e)  75,000 shares of 9.16% preferred stock, cumulative,
             $100 par value;
        (f)  100,000 shares of 7.44% preferred stock,
             cumulative, $100 par value;
        (g)  100,000 shares of 12% preferred stock, cumulative,
             $100 par value;
        (h)  150,000 shares of 16.16% preferred stock,
             cumulative, $100 par value;
        (i)  350,000 shares of 9% preferred stock, cumulative,
             $100 par value;
     
     4. The amount, expressed in dollars, of the stated capital
        of the Corporation, after giving effect to such
        cancellation is $242,205,800.00.
     
     5. The Restated Articles of Incorporation of the
        Corporation provide that the cancelled shares shall not
        be reissued, and the number of shares which the
        Corporation has authority to issue, itemized by class,
        after giving effect to such cancellation, is as follows:
        
        (a)  15,000,000 shares of common stock, without par
             value, 6,275,000 of such shares being issued and
             outstanding at the date hereof; and
        (b)  1,704,476 shares of preferred stock, 978,808 shares
             of which are issued and outstanding as outlined
             above.
        
        Dated this the 10th day of December, 1986.
        
                         MISSISSIPPI POWER & LIGHT COMPANY

                         By   /s/ Frank S. York, Jr.
                                  Frank S. York, Jr.
                               Senior Vice President,
                              Chief Financial Officer
                                   and Secretary

                         By        /s/ A. H. Mapp
                                     A. H. Mapp
                               Assistant Secretary and
                                 Assistant Treasurer
                                

STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this  10th  day of December, 1986, personally appeared before  me
Frank  S.  York, Jr., who, being by me first duly sworn, declared
that  he  is  Senior Vice President, Chief Financial Officer  and
Secretary  of  Mississippi Power & Light Company,  a  Mississippi
corporation,  that he executed the foregoing document  as  Senior
Vice  President,  Chief Financial Officer and  Secretary  of  the
Corporation, and that the statements therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me A.
H.  Mapp, who, being by me first duly sworn, declared that he  is
Assistant Secretary and Assistant Treasurer of Mississippi  Power
&  Light Company, a Mississippi corporation, that he executed the
foregoing  document  as  Senior Vice President,  Chief  Financial
Officer and Secretary of the Corporation, and that the statements
therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________

                MISSISSIPPI POWER & LIGHT COMPANY
                                
      Statement of Resolution Establishing Series of Shares
                                
                        January 13, 1987
                                
      Pursuant  to  the  provisions of  Section  79-3-29  of  the
Mississippi Code of 1972, the undersigned Corporation submits the
following   statement  for  the  purpose  of   establishing   and
designating  a  series of shares and fixing and  determining  the
relative rights and preferences thereof:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The attached resolution establishing and designating a
        series of shares and fixing and determining the relative
        rights and preferences thereof was duly adopted by the
        Board of Directors of the Corporation on January 13,
        1987.
        
        Dated this the 13th day of January, 1987.
        
                         MISSISSIPPI POWER & LIGHT COMPANY



                         By      /s/ D. C. Lutken
                                   D. C. Lutken
                              President, Chairman of
                               the Board and Chief
                                Executive Officer


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                

                                
STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this  January  13,  1987, personally appeared  before  me  D.  C.
Lutken,  who, being by me first duly sworn, declared that  he  is
President,  Chairman of the Board and Chief Executive Officer  of
Mississippi  Power  &  Light Company, a Mississippi  corporation,
that he executed the foregoing document as President, Chairman of
the  Board  and  Chief Executive Officer of the Corporation,  and
that the statements therein contained are true.


                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public


My Commission Expires:


________________________









STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify that on
this  January 13, 1987, personally appeared before me G. A. Goff,
who,  being  by me first duly sworn, declared that he  is  Senior
Vice   President,  Chief  Financial  Officer  and  Secretary   of
Mississippi  Power  &  Light Company, a Mississippi  corporation,
that he executed the foregoing document as Senior Vice President,
Chief  Financial  Officer and Secretary of the  Corporation,  and
that the statements therein contained are true.


                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public




My Commission Expires:


________________________


RESOLVED  That  there  is  hereby established  a  series  of  the
Preferred Stock of Mississippi Power & Light Company as follows:

A series of 350,000 shares of the Preferred Stock shall:

      (a)  be designated "9.76% Preferred Stock, Cumulative, $100
Par Value;"

      (b)   have  a  dividend rate of $9.76 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, 1987, and such
dividends to be cumulative from the date of issuance;

      (c)   be subject to redemption at the price of $109.76  per
share  if  redeemed on or before January 1, 1988, of $108.68  per
share if redeemed after January 1, 1988, and on or before January
1, 1989, of $107.60 per share if redeemed after January 1, 1989,,
and  on  or  before  January 1, 1990, of  $106.51  per  share  if
redeemed after January 1, 1990, and on or before January 1, 1991,
of $105.43 per share if redeemed after January 1, 1991, and on or
before  January  1, 1992, of $104.34 per share if redeemed  after
January 1, 1992, and on or before January 1, 1993, of $103.26 per
share if redeemed after January 1, 1993, and on or before January
1,  1994, of $102.17 per share if redeemed after January 1, 1994,
and  on  or  before  January 1, 1995, of  $101.09  per  share  if
redeemed after January 1, 1995, and on or before January 1, 1996,
and  of  $100.00 per share if redeemed after January 1, 1996,  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 9.76%  Preferred  Stock,
Cumulative, $100 Par Value, shall be redeemed prior to January 1,
1992, 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
9.76%  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 9.9165% per annum; and

      (d)  be subject to redemption as and for a sinking fund  as
follows:   on  January 1, 1993, and on each January 1  thereafter
(each such date being hereinafter referred to as a "9.76% Sinking
Fund  Redemption Date"), for so long as any shares of  the  9.76%
Preferred  Stock,  Cumulative,  $100  Par  Value,  shall   remain
outstanding,  the Corporation shall redeem, out of funds  legally
available  therefor, 70,000 shares of the 9.76% Preferred  Stock,
Cumulative,  $100  Par  Value, (or  the  number  of  shares  than
outstanding  if less than 70,000) at the sinking fund  redemption
price  of  $100 per share plus, as to each share so redeemed,  an
amount   equivalent  to  the  accumulated  and  unpaid  dividends
thereon, if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, being hereinafter referred to as  the
"9.76%   Sinking  Fund  Obligation");  the  9.76%  Sinking   Fund
Obligation  shall  be cumulative; if on any  9.76%  Sinking  Fund
Redemption  Date,  the Corporation shall not have  funds  legally
available therefor sufficient to redeem the full number of shares
required  to  be  redeemed on that date, the 9.76%  Sinking  Fund
Obligation  with respect to the shares not redeemed  shall  carry
forward  to  each  successive 9.76% Sinking Fund Redemption  Date
until such shares shall have been redeemed; whenever on any 9.76%
Sinking  Fund  Redemption  Date, the  funds  of  the  Corporation
legally available for the satisfaction of the 9.76% Sinking  Fund
Obligation  and  all  other sinking fund and similar  obligations
than  existing with respect to any other class or series  of  its
stock  ranking  on a parity as to dividends or  assets  with  the
9.76%   Preferred  Stock,  Cumulative,  $100  Par   Value   (such
obligation   and   obligations  collectively  being   hereinafter
referred  to  as  the  "Total Sinking  Fund  Obligations"),   are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to  the satisfaction on its 9.76% Sinking Fund Obligation on that
date  that  proportion of such legally available funds  which  is
equal to the ratio of such 9.76% Sinking Fund Obligation to  such
Total Sinking Fund Obligation; the Corporation shall be entitled,
at  its  election,  to  credit against  its  9.76%  Sinking  Fund
Obligation  on any 9.76% Sinking Fund Redemption Date any  shares
of  the  Preferred Stock, Cumulative, $100 Par Value, theretofore
redeemed  (other  than  shares  of  the  9.76%  Preferred  Stock,
Cumulative,  $100  Par  Value, redeemed  pursuant  to  the  9.76%
Sinking Fund Obligation) purchased or otherwise acquired and  not
previously credited against the 9.76% Sinking Fund Obligation.

FURTHER  RESOLVED  That the officers of the  Company  are  hereby
authorized and directed to execute, file, publish and record  all
such  statements and other documents, and to do and  perform  all
such other and further acts and things, as in the judgment of the
officer  or  officers  taking such action  may  be  necessary  or
desirable  for  the purpose of causing the immediately  preceding
resolution  to  become  fully  effective  and  of  causing   said
resolution to become and constitute an amendment of the  Restated
Articles  of Incorporation of the Company, all in the manner  and
to  the  extent required by the Mississippi Business  Corporation
Law.


                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1987)
                                
                          March 8, 1988
                                
      The  undersigned corporation, pursuant to Section 79-4-6.31
of  the  Mississippi  Code  of  1972,  as  amended,  submits  the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 5,000 shares of 12%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        (a)15,000,000 shares of common stock, without par
            value, 6,275,000 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,699,476 shares of preferred stock, 1,323,808
            shares of which are issued and outstanding in the
            following series:
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  95,000 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 150,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 8th day of March, 1988.
        
                         MISSISSIPPI POWER & LIGHT COMPANY

                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary

                         By      /s/ J. R. Martin
                                   J. R. Martin
                              Treasurer and Assistant
                                     Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1988)
                                
                        January 19, 1989
                                
      The  undersigned corporation, pursuant to Section 79-4-6.31
of  the  Mississippi  Code  of  1972,  as  amended,  submits  the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 1,500 shares of 12%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,699,476 shares of preferred stock, 1,323,808
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  93,500 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 150,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 19th day of January, 1989.
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
           
           
           REGISTERED AGENT/OFFICE STATEMENT OF CHANGE
                     (Mark appropriate box)
                                

             X DOMESTIC               X PROFIT

               FOREIGN                  NONPROFIT


1.   Name of Corporation:
          Mississippi Power & Light Company

                                  Federal Tax ID:  64-0205830

2.   Current street address of registered office:
          308 East Pearl Street
          Jackson, Mississippi  39201

3.   New street address of registered office:  (No change)


4.   Name of current registered agent:
          Donald C. Lutken or Robert C. Grenfell

5.   Name of new registered agent:
          Michael B. Bemis or Robert C. Grenfell

6.   (Mark appropriate box)
     (X)  The undersigned hereby accepts designation as
          registered agent for service of process.

               /s/ Michael B. Bemis
               /s/ Robert C. Grenfell

     ( )  Statement of written consent if attached.

7.   ( )  Nonprofit. The street address of the registered
office and the street address of the
                     principal office of its registered
                     agent will be identical.
     (X)  Profit.    The street address of the registered
office and the street address of the
                     business office of its registered agent
                     will be identical.

8.   The corporation has been notified of the change of
     registered office.

          Mississippi Power & Light Company
             Corporate Name



By:   Michael B. Bemis, President and COO  /s/ Michael B. Bemis
        PRINTED NAME/CORPORATE TITLE              SIGNATURE
                                
                                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1988)
                                
                         March 30, 1989
                                
      The  undersigned corporation, pursuant to Section 79-4-6.31
of  the  Mississippi  Code  of  1972,  as  amended,  submits  the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 8,500 shares of 12%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,699,476 shares of preferred stock, 1,323,808
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  85,000 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 150,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 30th day of March, 1989.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1988)
                                
                         March 30, 1989
                                
      The  undersigned corporation, pursuant to Section 79-4-6.31
of  the  Mississippi  Code  of  1972,  as  amended,  submits  the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 5,800 shares of 12%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,692,176 shares of preferred stock, 1,316,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  87,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 150,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 30th day of March, 1989.
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                
                     ARTICLES OF CORRECTION
                     (Mark appropriate box)
                                

            X  PROFIT                   NONPROFIT


The undersigned corporation, pursuant to Section 79-4-1.24 (if  a
profit   corporation)  or  Section  79-11-113  (if  a   nonprofit
corporation) of the Mississippi Code of 1972, as amended,  hereby
executes the following document and sets forth:

1.   The name of the corporation is:
          Mississippi Power & Light Company

2.   (Mark appropriate box.)
     (X)  The document to be corrected is Articles of
          Amendment which became effective on March 31,
          1989 (date).

     ( )  A copy of the document to be corrected is attached.

3.   The aforesaid articles contain the following incorrect
     statement:
          See Attachment "A"

4.   a. The reason such statement is incorrect is:  The
     reduction in the number of shares of the class and
     series referred to in attachment A was incorrectly
     states as 8,500, and should have been 5,800, which
     incorrect statement is a component of certain other
     statements made in the Articles of Amendment, all as
     reflected in attachment "A".

     or

     b. The manner in which the execution of such document
     was defective was:

5.   The correction is as follows: Attachment "B", a new
     executed form of Articles of Amendment, is substituted
     in its entirety for the Articles of Amendment referred
     to above.

6.   The certificate of correction shall become effective on
     March 31, 1989.


By: Mississippi Power & Light Company          /s/ G. A. Goff
      printed name/corporation title            G. A. Goff
                                        Senior Vice President,
                                        Chief Financial Officer
                                             and Secretary

                                
                         ATTACHMENT "A"
                                

      The  following  incorrect statements were included  in  the
Articles  of  Amendment under Miss. Code Ann.  Section  74-4-6.31
(Supp. 1988) dated March 30, 1989:

      1. Paragraph 2 thereof provided as follows:  "The
          reduction in the number of authorized shares, itemized
          by class and series, is 8,500 shares of 12% Preferred
          Stock, Cumulative, $100 par value."
      
      2. Paragraph 3(b) provided in part as follows:  "1,699,476
          shares of preferred stock, 1,323,808 shares of which
          are issued and outstanding in the following series:
      
         (vi) 85,000 shares of 12% preferred stock,
              cumulative, $100 par value;
      
                                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1988)
                                
                        November 2, 1989
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section  79-4-6.31  (Supp. 1988), submits the following  document
and sets forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 90,000 shares of 16.16%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,602,176 shares of preferred stock, 1,226,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $200 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  87,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 60,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 2nd day of November, 1989.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1972)
                                
                         March 28, 1990
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1972), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 10,000 shares of
        12.009% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,592,176 shares of preferred stock, 1,216,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $200 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  77,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 60,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 30th day of March, 1990.
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1972)
                                
                        November 2, 1990
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1972), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 15,000 shares of 16.16%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,577,176 shares of preferred stock, 1,201,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  77,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 45,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 2nd day of November, 1990.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                
           [Letterhead of Wise Carter Child & Caraway]


                         March 26, 1991
                                

Ms. Sylvia Jacobs
Branch Supervisor-Corporations Business Services
Secretary of State of State of Mississippi
202 North Congress Street, Suite 601
Jackson, MS  39205


Re:  Mississippi Power & Light Company
     Articles of Amendment

Dear Ms. Jacobs:

      I  received your Notice of Return regarding the Articles of
Amendment we recently filed for Mississippi Power & Light Company
under Section 79-4-6.31 of the Mississippi Code.  Your Notice  of
Return states that we must use Form C-3 provided in the Guide for
Domestic  Corporations published by the Mississippi Secretary  of
State.

      I  draw  your  attention to the fact that the  Articles  of
Amendment  we are filing are being filed under Section  79-4-6.31
(1989)  of  the Mississippi Code, and not Section 79-4-10.06.   I
agree  that if we were filing Articles of Amendment under Section
79-4-10.06, the proper form to use would be Form C-3 provided  by
the  Mississippi  Secretary of State.  However, the  Articles  of
Amendment  we are filing are being filed only because  stock  was
redeemed by the corporation and is now being cancelled.

      We  have  used the form enclosed with this letter  numerous
times  in  the  past  to file Articles of Amendment  pursuant  to
Section 79-4-6.31, after consultation with Ray Bailey.  It is  my
opinion  that  the  form for the standard Articles  of  Amendment
would not be appropriate for the type of amendment we are filing,
and  there  is  no  place on the form to provide the  information
required  under Section 79-4-6.31.  Accordingly, I  am  returning
our  duplicate originals of the Articles of Amendment and request
that  you  file one among the records in your office, and  return
the  conformed copy, marked "Filed," to my attention at the above
address.

      If  you have any questions, please feel free to call at the
above direct dial number.


                         Very truly yours,


                            /s/ J. Michael Cockrell
                              J. Michael Cockrell
                                
DMC/st
Enclosure
                                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         March 18, 1991
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is (a) 80 shares of 4.36%
        preferred stock, cumulative, $100 par value; (b) 588
        shares of 4.56% preferred stock, cumulative, $100 par
        value; and (c) 10,000 shares of 12% preferred stock,
        cumulative, $100 par value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,566,508 shares of preferred stock, 1,191,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  67,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 45,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 18th day of March, 1991.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          July 12, 1991
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 70,000 shares of 9.00%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,496,508 shares of preferred stock, 1,121,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  67,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 45,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)280,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 12th day of July, 1991.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                                     A. H. Mapp
                              Assistant Treasurer and
                                 Assistant Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        November 19, 1991
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 15,000 shares of 16.16%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,481,508 shares of preferred stock, 1,106,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  67,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 30,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)280,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 19th day of November, 1991.
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                                     A. H. Mapp
                              Assistant Treasurer and
                                 Assistant Secretary


                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         March 13, 1992
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 10,000 shares of 12%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,471,508 shares of preferred stock, 1,096,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  57,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 30,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)280,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 13th day of March, 1992.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                         Title:    Assistant Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          July 15, 1992
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 70,000 shares of 9.00%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,401,508 shares of preferred stock, 1,026,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  57,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 30,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 15th day of July, 1992.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                         Title:    Assistant Secretary

                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
         Articles of Amendment - Statement of Resolution
                  Establishing Series of Shares
                                
                        October 22, 1992
                                
      Pursuant to the provisions of Section 79-4-6.02(d)  of  the
Mississippi Code of 1972 (Supp. 1989), Mississippi Power &  Light
Company  submits  the  following statement  for  the  purpose  of
establishing  and designating a series of shares and  fixing  and
determining the relative rights and preferences thereof:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The attached resolution establishing and designating a
        series of shares and fixing and determining the relative
        rights and preferences thereof was duly adopted by the
        Board of Directors of the Corporation on October 22,
        1992.
        
        Dated this the 22nd day of October, 1992.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By       /s/ A. H. Mapp
                                  Allan H. Mapp
                              Assistant Secretary and
                                 Assistant Treasurer
                                
                MISSISSIPPI POWER & LIGHT COMPANY
            Excerpts from the minutes of the Meeting
       of the Board of Directors held on October 22, 1992

RESOLVED  That  there  is  hereby established  a  series  of  the
Preferred Stock of Mississippi Power & Light Company as follows:

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).

FURTHER  RESOLVED  That the officers of the  Company  are  hereby
authorized  and directed to execute, file and publish and  record
all  such  statements and other documents, and to do and  perform
all such other and further acts and things, as in the judgment of
the  officer and officers taking such action may be necessary  or
desirable  for  the purpose of causing the immediately  preceding
resolution  to  become  fully  effective  and  of  causing   said
resolution to become and constitute an amendment of the  Restated
Articles  of Incorporation of the Company, all in the manner  and
to  the  extent required by the Mississippi Business  Corporation
Law.

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        November 6, 1992
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 15,000 shares of 16.16%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,386,508 shares of preferred stock, 1,211,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  57,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 15,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (x)   200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 6th day of November, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By     /s/ A. H. Mapp
                         Title:    Assistant Secretary


                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        January 12, 1993
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 70,000 shares of 9.76%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,316,508 shares of preferred stock, 1,141,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  57,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 15,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  280,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (x)   200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 12th day of January, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                         Title:    Assistant Secretary


                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         March 10, 1993
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 10,000 shares of 12.00%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,306,508 shares of preferred stock, 1,131,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  47,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 15,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  280,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (x)   200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 10th day of March, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By       /s/ A. H. Mapp
                         Title:    Assistant Secretary

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          July 12, 1993
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 70,000 shares of 9.00%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,236,508 shares of preferred stock, 1,061,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  47,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 15,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)140,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix)  280,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (x)   200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 12th day of July, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By  /s/ James W. Snider
                         Title:    Assistant Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        November 15, 1993
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 15,000 shares of 16.16%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)1,221,508 shares of preferred stock, 1,046,508
            shares of which are issued and outstanding in the
            following series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  47,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 140,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (viii)280,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 15th day of November, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By  /s/ James W. Snider
                         Title:    Assistant Secretary


                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-10.06 (1989)
                                
                        February 4, 1994
                                
      The undersigned corporation, pursuant to Section 79-4-10.06
of  the  Mississippi  Code  of  1972,  as  amended,  submits  the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  As evidenced by the attached Stockholder's Written
        Approval of Amendment authorizing 1,500,000 additional
        shares of Preferred Stock of the par value of $100 per
        share, the following amendment of the Restated Articles
        of Incorporation, as amended (the "Charter"), was
        proposed by the Board of Directors of Mississippi Power
        & Light Company on October 29, 1993, was adopted by the
        stockholders of the Corporation entitled to vote on the
        amendment on February 4, 1994, in accordance with and in
        the manner prescribed by the laws of the State of
        Mississippi and the Charter of Mississippi Power & Light
        Company:
     
        The first paragraph in Article FOURTH of the Charter is
        amended to read as follows:
     
             FOURTH: The aggregate number of shares which the
             Corporation shall have authority to issue is
             17,721,508 shares, divided into 2,721,508 shares of
             Preferred Stock of the par value of $100 per share
             and 15,000,000 shares of Common Stock without par
             value.
        
     3.  Pursuant to the Laws of the State of Mississippi and the
        Charter of Mississippi Power & Light Company, the
        holders of Preferred Stock of the par value of $100 per
        share were not entitled to vote on the amendment as a
        separate voting group.  The holders of the outstanding
        shares of common stock were the only stockholders
        entitled to vote on the amendment.
     
     4. The number of shares of common stock of the corporation
        outstanding at the time of such adoption was 8,666,357;
        and the number of shares entitled to vote thereon was
        8,666,357.
        
        Dated this the 4th day of February, 1994.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ Edwin Lupberger
                                   Edwin Lupberger
                              Chairman of the Board and
                               Chief Executive Officer


                         By:   /s/ Donald E. Meiners
                                   Donald E. Meiners
                                      President

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         March 17, 1994
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 10,000 shares of 12.00%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)2,641,508 shares of preferred stock, 966,508 shares
            of which are issued and outstanding in the following
            series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  37,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 140,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 17th day of March, 1994.
     
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                               
            Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         August 1, 1994
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 70,000 shares of 9.00%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)2,571,508 shares of preferred stock, 896,508 shares
            of which are issued and outstanding in the following
            series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  37,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 70,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 1st day of August, 1994.
     
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary
                
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        January 18, 1995
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 70,000 shares of 9.76%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)2,501,508 shares of preferred stock, 826,508 shares
            of which are issued and outstanding in the following
            series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  37,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 70,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (viii)140,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 18th day of January, 1995.
     
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          March 7, 1995
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 10,000 shares of 12.00%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)2,491,508 shares of preferred stock, 816,508 shares
            of which are issued and outstanding in the following
            series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  27,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 70,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (viii)140,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 7th day of March, 1995.
     
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary


                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          July 20, 1995
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 70,000 shares of 9.00%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)2,421,508 shares of preferred stock, 746,508 shares
            of which are issued and outstanding in the following
            series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  27,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 140,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 20th day of July, 1995.
     
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        January 19, 1996
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 70,000 shares of 9.76%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)2,351,508 shares of preferred stock, 676,508 shares
            of which are issued and outstanding in the following
            series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  27,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 70,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 19th day of January, 1996.
     
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          March 6, 1996
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Mississippi Power & Light
        Company.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 10,000 shares of 12%
        Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)2,341,508 shares of preferred stock, 666,508 shares
            of which are issued and outstanding in the following
            series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi)  17,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii) 70,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 6th day of March, 1996.
     
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary


OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P. O. Box 136, Jackson, MS  39205-0136         (601) 359-1333
Articles of Amendment


The undersigned persons, pursuant to Section 79-4-10.06 (if a
profit corporation) or Section 79-11-305 (if a nonprofit
corporation) of the Mississippi Code of 1972, hereby execute the
following document and set forth:

1.   Type of Corporation

          X   Profit                    Nonprofit

2.   Name of Corporation

          Mississippi Power & Light Company

3.   The future effective date is (Complete if applicable)

4.   Set forth the text of each amendment adopted. (Attach page)

5.   If an amendment for a business corporation provides for an
     exchange, reclassification, or cancellation of issued
     shares, set forth the provisions for implementing the
     amendment if they are not contained in the amendment itself.
     (Attach page)

6.   The amendment(s) was (were) adopted on:      04/22/96

     FOR PROFIT CORPORATION (Check the appropriate box)

Adopted by     the incorporators   directors without shareholder
                                   action and shareholder action
                                   was not required.

     FOR NONPROFIT CORPORATION (Check the appropriate box)

Adopted by     the incorporators   board of directors without
                                   member action and member
                                   action was not required.

     FOR PROFIT CORPORATION

7.   If the amendment was approved by shareholders

     (a)  The designation, number of outstanding shares, number
          of votes entitled to be cast by each voting group
          entitled to vote separately on the amendment, and the
          number of votes of each voting group indisputably
          represented at the meeting were
     
                  No of         No. of votes      No. of votes
               outstanding       entitled to      indisputably
Designation      shares            be case        represented

Common Stock     8666357          8666357           8666357

     (b)  EITHER
          (i)  the total number of votes cast for and against the
          amendment by each voting group entitled to vote
          separately on the amendment was
     
                         Total no. of        Total no. of
     Voting Group        votes case FOR      votes case AGAINST
     
     Common stock           8666357               0
     
     OR
          (ii) the total number of undistributed votes cast for
          the amendment by each voting group was
     
                                   Total no. of
     Voting Group        undisputed votes case FOR the plan
     
     and the number of votes case for the amendment by each
     voting group was sufficient for approval by that voting
     group.
     
     FOR NONPROFIT CORPORATION
     
8.   If the amendment was approved by the members

     (a)  The designation, number of memberships outstanding,
          number of votes entitled to be cast by each class
          entitled to vote separately on the amendment, and the
          number of votes of each class indisputably represented
          at the meeting were
     
                       No. of         No. of           No. of votes
                    memberships    votes entitled      indisputably
     Designation    outstanding      to be cast        represented
     
     (b)  EITHER
     
          (i)  the total number of votes cast for and against the
          amendment by each class entitled to vote separately on
          the amendment was
     
                     Total no. of              Total no. of
     Voting         votes cast FOR           votes cast AGAINST
     
     OR
          (ii) the total number of undistributed votes cast for the
          amendment by each class was
     
                         Total no. of undisputed
     Voting class        votes cast FOR the amendment
     
     and the number of votes cast for the amendment by each voting
     group was sufficient for approval by that voting group.
     
     By:  Signature      /s/ Michael G. Thompson
     
          Printed Name   Michael G. Thompson
     
          Title:    Senior Vice President
     The Restated Articles of Incorporation of Mississippi Power &
Light Company, as amended, are amended, effective April 22, 1996,
by deleting the title and article FIRST in their entirety and
replacing therefor the following:


               RESTATED ARTICLES OF INCORPORATION
                                
                               OF
                                
                    ENTERGY MISSISSIPPI, INC.

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

     Any additional references to "Mississippi Power & Light
Company" in said Restated Articles of Incorporation, as amended,
are changed to "Entergy Mississippi, Inc."

                    ENTERGY MISSISSIPPI, INC.
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        January 28, 1997
                                
      The  undersigned corporation, pursuant to Miss.  Code  Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

     1.  The name of the corporation is Entergy Mississippi, Inc.
     2.  The reduction in the number of authorized shares,
        itemized by class and series, is 17,700 shares of 12%
        Preferred Stock, Cumulative, $100 Par Value and (b)
        70,000 shares of 9.76% Preferred Stock, Cumulative, $100
        Par Value.
     3.  The total number of authorized shares, itemized by class
        and series, remaining after reduction of the shares is
        as follows:
        
        (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
        (b)2,253,808 shares of preferred stock, 578,808 shares
            of which are issued and outstanding in the following
            series:
            
            (i)   59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii)  43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii) 100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv)  75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)   100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (ix)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 28th day of January, 1997.
     
        
                         ENTERGY MISSISSIPPI, INC.


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary