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*

Roberts Geoffrey D.

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" Pusuant to Section 16 Rules   

(Last)      (First)     (Middle)

Entergy Corporation
20 Greenway Plaza, Suite 1025

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

 

4. Statement for
Month/Day/Year
02/18/03

(Street)

Houston, , TX 77046

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

02/18/03

 

M(1)

 

19,500

A

23.00

 

D

 

Entergy Corporation Common Stock

02/18/03

 

F

 

12,689 (1)

D

45.38

 

D

 

Entergy Corporation Common Stock

02/18/03

 

J

 

6,811 (1)

D

45.38

 

D

 

Entergy Corporation Common Stock

02/18/03

 

M(2)

 

41,666

A

37.00

 

D

 

Entergy Corporation Common Stock

02/18/03

 

F

 

36,160 (2)

D

45.38

 

D

 

Entergy Corporation Common Stock

02/18/03

 

J

 

5,506 (2)

D

45.38

 

D

 
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

02/18/03

 

M

 

 

19,500

Note 3

01/27/10

ETR Common

19,500

 

0

 

 

Employee Stock Option (right to buy)

37.00

02/18/03

 

M

 

 

41,666

Note 4

01/25/11

ETR Common

41,666

 

20,834

 

 

Explanation of Responses:

(1) Filing individual engaged in cashless exercise of in-the-money stock options, exempt under Rule 16b-6(b). The shares subject to all options reported in this Form 4, including the 23.00 options and the 37.00 options, were sold on the same day that the options were exercised. The sales took place over the course of the day at 12 different prices. Although the average sale price is shown in Column 4, the actual prices were: 200 shares at 45.25; 100 shares at 45.26; 3,100 shares at 45.27; 900 shares at 45.28; 2,700 shares at 45.29; 900 shares at 45.34; 100 shares at 45.35; 1,500 shares at 45.36; 1,100 shares at 45.37; 1,700 shares at 45.38; 1,200 shares at 45.39; and 47,666 shares at 45.40. A portion of the sale price of the shares (Code F) was used to pay the exercise price, commission and the tax withholding. The remaining portion of the sale price of the shares (Code J) was retained by the the filing individual.
(2) Filing individual engaged in cashless exercise of in-the-money stock options, exempt under Rule 16b-6(b). The shares subject to all options reported in this Form 4, icluding the 23.00 options and the 37.00 options, were sold on the same day that the options were exercised. The sales took place over the course of the day at 12 different prices. Although the average sale price is shown in Column 4, the actual prices were: 200 shares at 45.25; 100 shares at 45.26; 3,100 shares at 45.27; 900 shares at 45.28; 2,700 shares at 45.29; 900 shares at 45.34; 100 shares at 45.35; 1,500 shares at 45.36; 1,100 shares at 45.37; 1,700 shares at 45.38; 1,200 shares at 45.39; and 47,666 shares at 45.40. A portion of the sale price of the shares (Code F) was used to pay the exercise price, commission and the tax withholding. The remaining portion of the sale price of the shares (Code J) was retained by the the filing individual.
(3) Of the 58,500 options granted on January 27, 2000, one-third of the options became exercisable on each of the first three anniversy dates of the grant.
(4) Of the 62,500 options granted on January 25, 2001, one-third of the options became exercisable on each of the first three anniversy dates of the grant.
  By: /s/ Christopher T. Screen
             for Geoffrey D. Roberts
**Signature of Reporting Person		 02/20/03
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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