SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date earliest event reported) April 3, 1998
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
0-320 ENTERGY MISSISSIPPI, INC. 64-0205830
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
<PAGE>
Item 5. Other Events
Incorporation of Certain Documents by Reference
Pursuant to Rule 411of Regulation C under the Securities Act
of 1933 and in reliance on AMBAC Assurance Corporation, SEC No-
Action Letter (December 19, 1996), Entergy Mississippi, Inc.,
(the "Company") does hereby incorporate by reference the
consolidated financial statements of Ambac Assurance Corporation
and its subsidiaries as of December 31, 1997 and December 31,
1996, and for the three year period ended December 31, 1997,
included in the Current Report on Form 8-K of Ambac Financial
Group, Inc. (which was filed with the Securities and Exchange
Commission on March 27, 1998) into (i) this Current Report on
Form 8-K; (ii) the Company's Registration Statement (File No. 33-
50507); and (iii) the prospectus supplement dated April 2, 1998
relating to the Company's 6.45% General and Refunding Mortgage
Bonds due April 1, 2008.
In connection with the incorporation of such documents by
reference, the Company is hereby filing the consent of KPMG Peat
Marwick LLP to the use of its name in such prospectus supplement.
The consent of KPMG Peat Marwick LLP is filed herewith as Exhibit
23.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
The following documents are filed herewith in accordance
with Item 601(b) of Regulation S-K.
Exhibit No. Description
23 Consent of KPMG Peat Marwick LLP
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
ENTERGY MISSISSIPPI, INC.
By: /s/ Louis E. Buck
Louis E. Buck
Vice President, Chief Accounting
Officer and Assistant Secretary
Dated: April 3, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
23 Consent of KPMG Peat Marwick LLP 5
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation
We consent to the incorporation by reference in the
registration statement (File No. 33-50507) of Entergy
Mississippi, Inc. (the "Registrant"), in the Prospectus
Supplement of the Registrant (the "Prospectus Supplement"),
and in the Form 8-K of the Registrant dated April 3, 1998,
of our report dated January 29, 1998 on the consolidated
financial statements of Ambac Assurance Corporation as of
December 31, 1997and 1996, and for each of the years in the
three year period ended December 31, 1997, which report
appears in the Form 8-K of Ambac Financial Group, Inc.,
dated March 27, 1998 and to the reference to our firm under
the heading "Experts" in the Prospectus Supplement.
/s/ KPMG Peat Marwick
New York, New York
April 3, 1998
