Exhibit 4.3-A

                              CERTIFICATE OF TRUST
                                       OF
                        MISSISSIPPI POWER CAPITAL TRUST I


     THIS  CERTIFICATE  OF  TRUST  of  Mississippi  Power  Capital  Trust I (the
"Trust"),  dated  January  24,  1997,  is being duly  executed  and filed by the
undersigned,  as  trustee  of the  Trust,  to form a  business  trust  under the
Delaware Business Trust Act (12 Del. C. Section 3801, et seq.).

     1. Name.  The name of the business trust being formed hereby is Mississippi
Power Capital Trust I.

     2. Delaware  Trustee.  The name and business  address of the trustee of the
Trust with a principal  place of  business in the State of Delaware  are Bankers
Trust (Delaware), 1001 Jefferson Street, Suite 550, Wilmington, Delaware 19801.

     3. Effective Date.  This  Certificate of Trust shall be effective as of its
filing.

     IN WITNESS WHEREOF,  the undersigned,  being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.


                            BANKERS TRUST (DELAWARE),
                            as Delaware Trustee


                            By:      /s/ M. Lisa Wilkins
                                     Name:    M. Lisa Wilkins
                                     Title:   Assistant Secretary