Form 4

FORM 4

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

 OMB APPROVAL

    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

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

MCDONALD, HUGH T.

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)

"Officer" Pursuant to Section 16 Rules  

(Last)      (First)     (Middle)

639 Loyola Avenue
 

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

 

4. Statement for
Month/Day/Year
02/28/03

(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

02/28/03

 

P

 

4,700

A

45.46

 

D

 

Entergy Corporation Common Stock

02/28/03

 

P

 

4,700

A

45.63

 

D

 

Entergy Corporation Common Stock

02/28/03

 

F(1)

 

9,199

D

45.50

 

D

 

Entergy Corporation Common Stock

02/28/03

 

M

 

9,199

A

23.00

 

D

 

Entergy Corporation Common Stock

02/28/03

 

S

 

4,700

D

45.43

 

D

 

Entergy Corporation Common Stock

02/28/03

 

S

 

4,700

D

45.40

0

D

 

Entergy Corporation Common Stock

02/28/03

 

 

 

 

 

 

4,123

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
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

02/28/03

 

M

 

 

18,067

07/27/00

01/27/10

ETR Common

18,067

 

0

D

 

Phantom Units

1 for 1

02/28/03

 

M

 

8,868

 

Note 1

Note 1

ETR Common

8,868

 

15,657

D

 

Employee Stock Option (right to buy)

45.50

02/28/03

 

A

 

9,199 (1)

 

02/28/03

01/27/10

ETR Common

9,199

 

9,199

D

 

Explanation of Responses:

(1) The filing individual engaged in a "Stock for Stock" exercise of 18,067 options. The exercise price, tax withholding and commission price were paid by surrendering 9,199 shares to the Company, which the filing individual purchased on the open market on February 28, 2003 (a total purchase of 9,400 shares was made on February 28, 2003). Following the exercise, the filing individual received 9,199 shares plus his gain (8,868 shares), the value of which 8,868 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. 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 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 Hugh T. McDonald
**Signature of Reporting Person		 03/03/03
Date

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

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.