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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: ChemFirst Inc.
Title of Class of Securities: Common Stock, par value $1.00
CUSIP Number: 16361A106
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Donald A. Parker, c/o Buchanan Parker
Asset Management, 200 Park Avenue
New York, New York 10166 (212) 697-3621
(Date of Event which Requires Filing of this Statement)
July 30, 1999
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 16361A106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Donald A. Parker
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC & PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
9. Sole Dispositive Power:
726,575
10. Shared Dispositive Power:
726,575
11. Aggregate Amount Beneficially Owned by Each Reporting Person
726,575
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
3.96%
14. Type of Reporting Person
IN
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CUSIP No. 16361A106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Meryl L. Buchanan
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
725,225
9. Sole Dispositive Power:
10. Shared Dispositive Power:
725,225
11. Aggregate Amount Beneficially Owned by Each Reporting Person
725,225
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
3.96%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report a material change in beneficial
ownership and that Donald A. Parker and Meryl Buchanan are no
longer greater than five percent beneficial owners in the Common
Stock, par value $1.00 (the "Common Stock") of ChemFirst Inc.
(the "Company").
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, Mr. Parker is deemed to own
726,575 shares of Common Stock and Ms. Buchanan is
deemed to own 725,225 shares of Common Stock. All such
Common Stock is held by the Partnership or managed
accounts over which the Investment Managers or the
Reporting Persons have investment discretion (the
"Managed Accounts") or by an immediate family member of
a Reporting Person. The funds for the purchase of the
Common Stock held in the Partnership came from capital
contributions to the Partnership by its general and
limited partners and/or borrowed funds. The funds for
the purchase of Common Stock held in the Managed
Accounts came from each such account's own funds and/or
borrowed funds. The funds for the purchase of Common
Stock held by a family member of a Reporting Person came
from personal funds.
Item 4. PURPOSE OF TRANSACTIONS.
No change.
Item 5. INTEREST IN SECURITIES OF ISSUER.
Based on the Company's most recent Form 10-Q, as of
April 30, 1999 there were 18,327,099 shares of Common
Stock outstanding. As noted above, Mr. Parker is deemed
to beneficially own 726,575 shares of Common Stock by
virtue of the investment discretion he exercises with
respect to the Partnership, the Managed Accounts and a
family member. Ms. Buchanan is deemed to own 725,225
shares of Common Stock by virtue of the investment
discretion she exercises with respect to the Partnership
and the Managed Accounts. Thus, each of the Reporting
Persons is deemed to beneficially own 3.96% of the
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outstanding shares of Common Stock. The Reporting
Persons share the power to vote or direct the vote of
725,225 shares of Common Stock they are deemed to
beneficially own. The Reporting Persons share the power
to dispose or direct the disposition of shares of
725,225 Common Stock they are deemed to beneficially
own. Mr. Parker shares the power to vote and dispose of
the 1,350 shares owned by his family members with that
family member.
The Reporting Persons ceased to be beneficial owners of
more than five percent of Common Stock on April 13,
1999.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock that were effected by
the Reporting Persons during the past 60 days.
Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
August 6, 1999
/s/ Donald A. Parker
_________________________
Donald A. Parker
/s/ Meryl L. Buchanan
__________________________
Meryl L. Buchanan
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AGREEMENT
The undersigned agree that this Schedule 13D dated
August 6, 1999 relating to the Common Stock of ChemFirst
Inc. shall be filed on behalf of the undersigned.
/s/ Donald A. Parker
_________________________________
Donald A. Parker
/s/ Meryl L. Buchanan
_________________________________
Meryl L. Buchanan
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price per Share
Shares of of Common Stock
Common Stock (Not Including
Date Purchased (Sold) Commission)
6/02/99 2,810 $24.1025
6/04/99 (1,700) 24
6/07/99 (4,300) 24
6/08/99 (8,000) 24
6/09/99 (5,000) 24
6/15/99 (1,200) 24
6/16/99 (6,400) 23.9102
6/18/99 (15,100) 23.8125
6/22/99 (700) 23.875
6/23/99 (32,475) 23.8721
6/30/99 6,365 24.6375
6/30/99 (2,400) 24.75
7/01/99 (4,094) 24.2596
7/23/99 (300) 24.75
7/27/99 (3,800) 24.5938
7/27/99 (200) 24.625
7/27/99 (500) 24.5625
7/28/99 (1,000) 24.5
7/29/99 (10,000) 24.6875
7/30/99 (30,000) 24.875
7/30/99 (14,000) 24.7188
8/02/99 (2,000) 25.8594
8/03/99 (5,000) 25.75
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00216002.AG9
