Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Thompson Michael G.

2. Issuer Name and Ticker or Trading Symbol
Entergy Corporation (ETR)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President and General Counsel      

(Last)      (First)     (Middle)

Entergy Corporation
639 Loyola Avenue

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
02/25/03

(Street)

New Orleans, LA 70113

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Entergy Corporation Common Stock

02/25/03

 

P

 

7,000 (1)

A

45.2509

 

D

 

Entergy Corporation Common Stock

02/25/03

 

F(1)

 

6,826

D

45.2509

 

D

 

Entergy Corporation Common Stock

02/25/03

 

M

 

6,826 (1)

A

23.00

 

D

 

Entergy Corporation Common Stock

02/25/03

 

S

 

7,000 (1)

D

45.2563

 

D

 

Entergy Corporation Common Stock

 

 

 

 

 

 

 

2,917

I

Savings Plan Balance 12/31/02
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (right to buy)

23.00

02/25/03

 

M

 

 

13,334 (1)

07/27/00

01/27/10

ETR Common

13,334

 

0 (1)

D

 

Phantom Units

1-for-1

02/25/03

 

M

 

6,508 (1)

 

Note 1

Note 1

ETR Common

6,508

 

6,508

D

 

Employee Stock Option (right to buy)

45.25

02/25/03

 

A

 

6,826 (1)

 

02/25/03

02/25/03

ETR Common

6,826

 

6,826

D

 

Explanation of Responses:

(1) The filing individual engaged in a "Stock for Stock" exercise of 13,334 options. The exercise price, tax withholding and commission price were paid by surrendering 6,826 shares to the Company, which the filing individual purchased on the open market on February 25, 2003 (a total purchase of 7,000 shares was made on Februay 25, 2003). Following the exercise, the filing individual received 6,826 shares plus his gain (6,508 shares), the value of which 6,508 shares was deferred into phantom Entergy units held in a brokerage account. The deferral is until the earlier of January 3, 2005 or retirement from the Company. After computing brokerage commissions, the reporting person did not realize profit in connection with purchases and sales as reported in this Form 4 and in the previous Form 4's filed during the past six months. Additional information concerning "Stock-for-Stock" exercises can be found in a Form 8-K filed by the Company on May 1, 2002.
  By: /s/ Christopher T. Screen
             for Michael G. Thompson
**Signature of Reporting Person		 02/27/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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