Exhibit F-2(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, by negotiated public offering, 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 (the "Orders")
permitting  the  Application-Declaration, as amended,  to  become
effective  with respect to the issuance and sale of  said  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
     or any associate company thereof.


          We are members of the New York Bar, and this opinion is
limited to the laws of the States of New York and Mississippi and
the  United States of America.  In giving this opinion,  we  have
relied,  as  to  all matters governed by the laws  of  any  other
state,   upon  the  opinion  of  Wise  Carter  Child  &  Caraway,
Professional Association, Jackson, Mississippi, 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,


                              /s/ Thelen Reid & Priest LLP


                              THELEN REID & PRIEST LLP