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*

Wilder C. John

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                          

(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
11/15/02

(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

Employee Stock Option (right to buy)

 

11/15/02

S

 

8,666

D

43.51 (1)

 

D

 

Entergy Corporation Common Stock

 

11/15/02

M(1)

 

39,000

A

23.00

 

D

 

Entergy Corporation Common Stock

 

11/15/02

F

 

26,399 (1)

D

43.51

 

D

 

Entergy Corporation Common Stock

 

11/15/02

J

 

12,601 (1)

D

43.51

0

D

 

Entergy Corporation Common Stock

 

 

 

 

 

 

 

786

I

Savings Plan Balance 09/30/02
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

11/15/02

 

M

 

 

39,000 (1)

7/27/00

01/27/10

ETR Common

39,000

 

2,097

 

 

Explanation of Responses:

(1) Filing individual engaged in an open market sale of 8,666 shares and in a cashless exercise of 39,000 in-the-money stock options [exempt under Rule 16b-6(b)]. The 8,666 shares sold on the open market and the 39,000 shares subject to the option were all sold on the same day--the day that the options were exercised. The sales took place over the course of the day at twelve different prices. Although the average sale price is shown in Column 4, the actual prices were: 2,200 shares at 43.56; 900 shares at 43.52; 3,100 shares at 43.50; 500 shares at 43.34; 800 shares at 43.33; 1,200 shares at 43.32; 4,066 shares at 43.73; 2,400 shares at 43.71; 400 shares at 43.70; 100 shares at 43.63; 15,300 shares at 43.62; 2,000 shares at 43.59 and 14,700 shares at 43.28. A portion of the sale price of the 39,000 shares (Code F) was used to pay the exercise price, commission and the tax withholding. The remaining portion of the sale price of the 39,000 shares (Code J) was retained by the the filing individual.
  By: /s/ Christopher T. Screen
             C. John Wilder
**Signature of Reporting Person		 11/19/02
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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