[Letterhead of Wise Carter Child & Caraway, Professional
                          Association]


                                                   Exhibit F-1(c)






                        December 2, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

       With  respect  to  (1)  the  Application-Declaration  (the
"Application-Declaration") on Form U-1, as amended (File No.  70-
9757),  filed  by Entergy Mississippi, Inc. (the "Company")  with
the  Securities and Exchange Commission (the "Commission")  under
the  Public  Utility  Holding Company Act of  1935,  as  amended,
contemplating, among other things, the issuance and sale  by  the
Company of one or more new series of the Company's First Mortgage
Bonds;  (2) the Commission's orders dated December 26, 2000,  and
October   1,   2002  (together,  the  "Orders")  permitting   the
Application-Declaration,  as amended, to  become  effective  with
respect  to  the issuance and sale of said First Mortgage  Bonds;
and  (3)  the  issuance and sale by the Company on  November  22,
2002,  of $100,000,000 in aggregate principal amount of its First
Mortgage  Bonds, 7.25% Series due December 1, 2032 (the "Bonds"),
we advise you that in our opinion:

          (a)    the   Company  is  a  corporation   duly
     organized and validly existing under the laws of the
     State of Mississippi;

          (b)   the  issuance and sale of the Bonds  have
     been consummated in accordance with the Application-
     Declaration, as amended, and the Orders;

          (c)    all  state  laws  that  relate  or   are
     applicable  to the issuance and sale  of  the  Bonds
     (other  than  so-called "blue sky" or similar  laws,
     with  respect  to which we express no opinion)  have
     been complied with;

          (d)    the   Bonds   are  valid   and   binding
     obligations of the Company in accordance with  their
     terms,  except  as  may  be  limited  by  applicable
     bankruptcy,   insolvency,   fraudulent   conveyance,
     reorganization  or  other  similar  laws   affecting
     enforcement  of  mortgagees'  and  other  creditors'
     rights  and by general equitable principles (whether
     considered in a proceeding in equity or at law); and

          (e)   the consummation of the issuance and sale
     of  the  Bonds has not violated the legal rights  of
     the holders of any securities issued by the Company.


     We  are members of the Mississippi Bar and, for purposes  of
this opinion, do not hold ourselves out as experts on the laws of
any  other state.  In giving this opinion, we have relied, as  to
all matters governed by the laws of New York, upon the opinion of
Thelen Reid & Priest LLP New York counsel for the Company,  which
is  to be filed as an exhibit to the Certificate pursuant to Rule
24.


     Our consent is hereby given to the use of this opinion as an
exhibit to the Certificate pursuant to Rule 24.


                              Very truly yours,


                              WISE CARTER CHILD & CARAWAY,
                                Professional Association


                              By: /s/ Betty Toon Collins
                                    Betty Toon Collins