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 of earliest event reported)     May 21, 2003
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                            MISSISSIPPI POWER COMPANY
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             (Exact name of registrant as specified in its charter)

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  Mississippi                   001-11229                     64-0205820
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  (State or other jurisdiction (Commission File    (IRS Employer Identification
    of incorporation)              Number)                     No.)


            2992 West Beach, Gulfport, Mississippi                     39501
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           (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code       (228) 864-1211
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                                       N/A
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         (Former name or former address, if changed since last report.)






Item 5.  Other Events and Regulation FD Disclosure.

         Reference is made to "Management's Discussion and Analysis of Results
of Operations and Financial Conditions - Future Earnings Potential" and to Note
J to the "Notes to Financial Statements" in the Quarterly Report on Form 10-Q
for the quarter ended March 31, 2003 for Mississippi Power Company ("Mississippi
Power") for information regarding a power purchase agreement ("PPA") between a
subsidiary of Dynegy, Inc. ("Dynegy") and Mississippi Power and a related letter
of credit.

         On May 21, 2003, Mississippi Power entered into an agreement with
Dynegy (the "Agreement") to resolve all outstanding matters related to Dynegy,
the PPA, and the related letter of credit. Under the terms of the Agreement, (1)
Dynegy made a cash payment of $75 million to Mississippi Power; (2) Dynegy and
Mississippi Power amended the PPA so that no capacity payments are due from
Dynegy to Mississippi Power for capacity made available under the PPA from June
2003 through October 2003 (but other obligations and payments by Dynegy under
the PPA would not be affected during such time) and the PPA would terminate
effective October 31, 2003, with neither party having any remaining obligations
under the PPA after October 31, 2003; (3) Mississippi Power has returned the
existing letter of credit; and (4) Dynegy deposited $7 million with Mississippi
Power as collateral for Dynegy's continuing obligations under the PPA.

         The termination payment from Dynegy will result in a one-time gain to
Mississippi Power of $38 million after tax.

         Because of the termination of the PPA, Mississippi Power is exploring
several options for its existing capacity. The ultimate outcome of this
matter cannot now be determined.

Cautionary Statement Regarding Forward-Looking Information:

         Some of the information in this Current Report on Form 8-K is
forward-looking information based on current expectations and plans that involve
risks and uncertainties. Mississippi Power cautions that there are certain
factors that can cause actual results to differ materially from the
forward-looking information that has been provided. The reader is cautioned not
to put undue reliance on this forward-looking information, which is not a
guarantee of future performance and is subject to a number of uncertainties and
other factors, many if which are outside the control of Mississippi Power;
accordingly, there can be no assurance that such indicated results will be
realized.

         The following factors, in addition to those discussed in the Annual
Report on Form 10-K for the year ended December 31, 2002 and the quarterly
report on Form 10-Q for the quarter ended March 31, 2003 of Mississippi Power,
and subsequent securities filings, could cause results to differ materially from
management expectations as suggested by such forward-looking information: the
effects, extent and timing of the entry of additional competition in the markets
in which Mississippi Power operates; the impact of fluctuations in commodity
prices, interest rates and customer demand; political, legal and economic
conditions and developments in the United States; the ability of counterparties
of Mississippi Power to make payments as and when due; the effects of, and
changes in, economic conditions in the areas in which Mississippi Power
operates, including the current soft economy; the direct or indirect effects on
Mississippi Power's business resulting from the terrorist incidents on September
11, 2001, or any similar such incidents or responses to such incidents;
financial market conditions and the results of financing efforts; the ability of
Mississippi Power to obtain additional generating capacity at competitive
prices; and weather and other natural phenomena.




                                    SIGNATURE


    Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



Date:    May 22, 2003                    MISSISSIPPI POWER COMPANY



                                         By /s/ Wayne Boston
                                              Wayne Boston
                                              Assistant Secretary