MISSISSIPPI CHEMICAL CORP /MS/
10-K/A, 1996-09-24
AGRICULTURAL CHEMICALS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                               AMENDMENT NO. 1
                                      
                                      to
                                      
                                  FORM 10-K
                                      
[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934 [FEE REQUIRED]
      For the fiscal year ended June 30, 1996

                                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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                         Commission File Number 2-7803

                        MISSISSIPPI CHEMICAL CORPORATION
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             (Exact name of registrant as specified in its charter)


<TABLE>
    <S>                                                                   <C>
                              MISSISSIPPI                                              64-0292638
    --------------------------------------------------------------        ------------------------------------
    (State or other jurisdiction of incorporation or organization)        (IRS Employer Identification Number)

             Highway 49 East, P.O. Box 388, Yazoo City, MS                               39194
             ---------------------------------------------                             ----------
               (Address of principal executive offices)                                (Zip Code)

</TABLE>

    Registrant's telephone number, including area code:        (601) 746-4131
                                                          ----------------------

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                   TITLE OF EACH CLASS                          NAME OF EACH EXCHANGE ON WHICH REGISTERED
                   -------------------                          -----------------------------------------
             <S>                                                <C>
              Common Stock, par value $.01                      The Nasdaq Stock Market's National Market
             Preferred Stock Purchase Rights                    The Nasdaq Stock Market's National Market
</TABLE>


       Securities registered pursuant to Section 12(g) of the Act:  None

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.  Yes  [X]   No  [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]

At August 31 1996, Mississippi Chemical Corporation had 21,053,450 shares of
common stock, par value $.01, outstanding.  The Company estimates that the
aggregate market value of the common stock on August 31, 1996 (based upon the
closing price of these shares on Nasdaq), held by non-affiliates was
approximately $473,702,625.
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                      DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for annual meeting of shareholders to be held on or about
November 25, 1996 (Items 10, 11, 12 and 13 in Part III).





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     This page was inadvertantly not filed with the original filing of
Form-10K.  It is being included in this amended filing.




<TABLE>
<CAPTION>
 EXHIBIT                                                                                               PAGE
 NUMBER                                            DESCRIPTION                                        NUMBER
 -------        ---------------------------------------------------------------------------------     ------   
 <S>            <C>                                                                                          
 10.8           Gas Sales Agreement  entered into by the Company  and Sonat Marketing  Company as
                of July 13,  1995, for  the sale and  purchase of  natural gas; filed  as Exhibit
                10.13 to  the Company's Annual  Report on  Form 10-K  for the  fiscal year  ended
                June 30, 1995, SEC File No. 2-7803, and incorporated herein by reference.(8)


 10.9           Triad Chemical  Joint Venture  Agreement; filed  as Exhibit G1 to  Post-Effective
                Amendment No. 6 to Registration  Statement No. 2-25041 and incorporated herein by
                reference.

 10.10          Amendment  to Joint  Venture Agreement  entered  into by  the Company  and  First
                Mississippi Corporation  effective as of May 28,  1993; filed  as Exhibit 10.4 to
                the Company's  Annual Report  on Form  10-K for  the fiscal  year ended  June 30,
                1993, SEC File No. 2-7803, and incorporated herein by reference.

 10.11          Products  Withdrawal Agreement  dated  June 3,  1968, between  First  Mississippi
                Corporation and MisCoa covering  withdrawal of product from Triad Chemical; filed
                as Exhibit H  to Post-Effective  Amendment  No. 7 to  Registration Statement  No.
                2-25041 and incorporated herein by reference.



 10.12          Amendment to  Products Withdrawal Agreement entered into by the Company and First
                Mississippi Corporation  effective as of May 28,  1993; filed  as Exhibit 10.5 to
                the Company's  Annual Report  on Form  10-K for  the fiscal  year ended  June 30,
                1993, SEC File No. 2-7803, and incorporated herein by reference.

 10.13          Agreement for Real  Estate Purchase Option dated July 16,  1990, for the  sale of
                the  Company's  Hardee   County,  Florida,  property  and  underlying   phosphate
                reserves; filed as  an exhibit to Exhibit 4.2  to the Company's Annual Report  on
                Form 10-K  for the  fiscal year  ended June 30,  1990, SEC  File No.  2-7803, and
                incorporated herein by reference.


 10.14          Form of Severance  Agreement dated July 29, 1996, by  and between the Company and
                each of its Executive Officers.                                                         [ ]     
                                                                                                         
 21             List of subsidiaries of the Company.                                                    [ ]     

 23             Consent of Arthur Andersen LLP.                                                         [ ]     


 27             Financial Data Schedule.                                                                [ ]     
</TABLE>






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(8)  Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential 
business information has been deleted from Article IV, Price, and an application
for confidential treatment has been filed separately with the Commission.



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