<PAGE>   1

As filed with the Securities and Exchange Commission on May 12, 2000.

                                               Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                        MISSISSIPPI CHEMICAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          MISSISSIPPI                                            64-0292638
---------------------------------                           --------------------
 (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)

                                  P.O. BOX 388
                          YAZOO CITY, MISSISSIPPI 39194
                                 (601) 746-4131

       (Address, including Zip Code, and Telephone Number, including Area
               Code, of Registrant's Principal Executive Offices)

                             -----------------------

              MISSISSIPPI CHEMICAL CORPORATION AMENDED AND RESTATED
                            1994 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

                             -----------------------

          WILLIAM L. SMITH, ESQ.                              COPY TO:
    VICE PRESIDENT AND GENERAL COUNSEL                 ALAN J. BOGDANOW, ESQ.
     MISSISSIPPI CHEMICAL CORPORATION                   HUGHES & LUCE, L.L.P.
               P.O. BOX 388                         1717 MAIN STREET, SUITE 2800
       YAZOO CITY, MISSISSIPPI 39194                    DALLAS, TEXAS  75201
   (Name, Address, and Telephone Number,
including Area Code, of Agent for Service)

                            -----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    PROPOSED                    PROPOSED
  TITLE OF EACH CLASS            AMOUNT             MAXIMUM                     MAXIMUM               AMOUNT OF
     OF SECURITIES                TO BE             OFFERING PRICE            AGGREGATE             REGISTRATION
    TO BE REGISTERED           REGISTERED(1)       PER SHARE(2)            OFFERING PRICE(2)            FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
 Common Stock, $.01 par
         value                  2,000,000             $7.1875               $14,375,000.00            $3,795.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1)  An indeterminate number of additional shares of Common Stock may be issued
     if the anti-dilution adjustment provisions of the plan becomes operative.
     This Registration Statement registers 2,000,000 shares in addition to
     1,800,000 shares previously reserved for issuance under the prior version
     of the Registrant's Amended and Restated 1994 Stock Incentive Plan (the
     Registrant's 1994 Stock Incentive Plan). The Registrant paid a registration
     fee in the amount of $14,276.00 to register such 1,800,000 shares.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of the average of the high and low price paid per share of Common
     Stock, as reported on the New York Stock Exchange on May 10, 2000, in
     accordance with Rule 457(h) promulgated under the Securities Act of 1933,
     as amended.



<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission (the "SEC") by Mississippi Chemical Corporation ("MCC") are
incorporated by reference in this Registration Statement:

         (a) Annual Report on Form 10-K for the fiscal year ended June 30, 1999,
which contains audited financial statements of MCC for MCC's last completed
fiscal year (the "1999 Form 10-K").

         (b) All reports filed by MCC pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the 1999
Form 10-K.

         (c) The description of MCC's common stock, par value $.01 per share
(the "Common Stock"), contained in MCC's Registration Statement on Form 8-A,
dated June 1, 1994 (File Number 0-20411), including any amendment or report
filed for the purpose of updating such description.

         (d) The description of MCC's preferred stock purchase rights set forth
in the Registration Statement on Form 8-A, dated August 15, 1994 (SEC File
Number 2-7803), including any amendment or report filed for the purpose of
updating such description.

         All documents subsequently filed by MCC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the shares
of Common Stock offered have been sold or which deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.



                                      II-1
<PAGE>   3

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         MCC's Articles of Incorporation contain provisions eliminating the
personal liability of its directors for monetary damages resulting from breaches
of their fiduciary duty to the extent permitted by the Mississippi Business
Corporation Act. Each director will continue to be subject to liability for the
amount of financial benefit received by a director to which he or she is not
entitled, for any intentional infliction of harm on MCC or its shareholders, for
improper distributions to shareholders and for intentional violations of
criminal law. This provision does not affect a director's responsibilities under
any other laws, such as the federal securities laws or state or federal
environmental laws.

         MCC has obtained a directors' and officers' liability and corporation
reimbursement policy which (subject to certain limits and deductibles) (i)
insures officers and directors of MCC against loss arising from certain claims
made against them by reason of their being such directors or officers, and (ii)
insures MCC against loss which it may be required or permitted to pay as
indemnification due its directors for certain claims.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

          4.1     Shareholders Rights Plan filed as Exhibit 1 to MCC's
                  Registration Statement on Form 8-A dated August 15, 1994, SEC
                  File No. 2-7803, and incorporated herein by reference.

          4.2     Mississippi Chemical Corporation Amended and Restated 1994
                  Stock Incentive Plan.

          5.1     Opinion of Hughes & Luce, L.L.P.

         23.1     Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1).

         23.2     Consent of Arthur Andersen LLP.

         24.1     Power of Attorney (contained at page II-5).

ITEM 9. UNDERTAKINGS.

         (a)      MCC hereby undertakes:



                                      II-2
<PAGE>   4

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by MCC pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) MCC hereby undertakes that for purposes of determining any
liability under the Securities Act, each filing of MCC's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification by MCC for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of MCC pursuant to the provisions described in Item 6, or otherwise, MCC has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification by MCC against such
liabilities (other than the payment by MCC of expenses incurred or paid by a
director, officer or controlling person of MCC in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, MCC will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.



                                      II-3
<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, MCC
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Yazoo City, State of Mississippi, on May 12, 2000.

                                   MISSISSIPPI CHEMICAL CORPORATION


                                   By:/s/ CHARLES O. DUNN
                                      ------------------------------------------
                                      Charles O. Dunn,
                                      President, Chief Executive Officer
                                      and Director (Principal Executive Officer)


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Mississippi Chemical
Corporation, hereby severally constitute and appoint Charles O. Dunn and William
L. Smith, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to the
Registration Statement, and generally to do all things in our name and behalf in
the capacities indicated below to enable Mississippi Chemical Corporation to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements to the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
              Signature                                    Title                                       Date
              ---------                                    -----                                       ----
<S>                                          <C>                                                    <C>
     /s/ CHARLES O. DUNN                                  President,                                 May 12, 2000
     -------------------------------               Chief Executive Officer
         Charles O. Dunn                                and Director
                                                (Principal Executive Officer)


     /s/ TIMOTHY A. DAWSON                          Senior Vice President-                           May 12, 2000
     -------------------------------            and Chief Financial Officer
         Timothy A. Dawson                    (Principal Financial Officer and
                                                Principal Accounting Officer)

</TABLE>



                                      II-4
<PAGE>   6

<TABLE>
<S>                                          <C>                                                    <C>
     /s/ COLEY L. BAILEY                                Chairman of the                                 May 12, 2000
     -------------------------------                 Board of Directors
         Coley L. Bailey

     /s/ JOHN SHARP HOWIE                            Vice Chairman of the                               May 12, 2000
     -------------------------------                 Board and Director
         John Sharp Howie

     /s/ JOHN W. ANDERSON                                  Director                                     May 12, 2000
     -------------------------------
         John W. Anderson

     /s/ REUBEN ANDERSON                                   Director                                     May 12, 2000
     -------------------------------
         Reuben Anderson

     /s/ FRANK R. BURNSIDE, JR.                            Director                                     May 12, 2000
     -------------------------------
         Frank R. Burnside, Jr.

     /s/ W.A. PERCY II                                     Director                                     May 12, 2000
     -------------------------------
         W.A. Percy II

     /s/ W. R. DYESS                                       Director                                     May 12, 2000
     -------------------------------
         W. R. Dyess

     /s/ WOODS E. EASTLAND                                 Director                                     May 12, 2000
     -------------------------------
         Woods E. Eastland

     /s/ HALEY BARBOUR                                     Director                                     May 12, 2000
     -------------------------------
         Haley Barbour

     /s/ GEORGE PENICK                                     Director                                     May 12, 2000
     -------------------------------
         George Penick

     /s/ DAVID M. RATCLIFFE                                Director                                     May 12, 2000
     -------------------------------
         David M. Ratcliffe

     /s/ WAYNE THAMES                                      Director                                     May 12, 2000
     -------------------------------
         Wayne Thames
</TABLE>



                                      II-5
<PAGE>   7

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
<S>               <C>
          4.1     Shareholders Rights Plan filed as Exhibit 1 to MCC's
                  Registration Statement on Form 8-A dated August 15, 1994, SEC
                  File No. 2-7803, and incorporated herein by reference.

          4.2     Mississippi Chemical Corporation Amended and Restated 1994
                  Stock Incentive Plan.

          5.1     Opinion of Hughes & Luce, L.L.P.

         23.1     Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1).

         23.2     Consent of Arthur Andersen LLP.

         24.1     Power of Attorney (contained at page II-5).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18498}]
{"company-data": {"conformed-name": "MISSISSIPPI CHEMICAL CORP /MS/", "cik": "0000066895", "assigned-sic": "2870", "irs-number": "640292638", "state-of-incorporation": "MS", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36998", "film-number": "630365"}, "business-address": {"street1": "P O BOX 388", "city": "YAZOO CITY", "state": "MS", "zip": "39194", "phone": "6017464131"}, "mail-address": {"street1": "P O BOX 388", "city": "YAZOO CITY", "state": "MS", "zip": "39194"}, "former-company": {"former-conformed-name": "MISSISSIPPI CHEMICAL CORP", "date-changed": "19920703"}}
1

As filed with the Securities and Exchange Commission on May 12, 2000.

                                               Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                        MISSISSIPPI CHEMICAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          MISSISSIPPI                                            64-0292638
---------------------------------                           --------------------
 (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)

                                  P.O. BOX 388
                          YAZOO CITY, MISSISSIPPI 39194
                                 (601) 746-4131

       (Address, including Zip Code, and Telephone Number, including Area
               Code, of Registrant's Principal Executive Offices)

                             -----------------------

              MISSISSIPPI CHEMICAL CORPORATION AMENDED AND RESTATED
                            1994 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

                             -----------------------

          WILLIAM L. SMITH, ESQ.                              COPY TO:
    VICE PRESIDENT AND GENERAL COUNSEL                 ALAN J. BOGDANOW, ESQ.
     MISSISSIPPI CHEMICAL CORPORATION                   HUGHES & LUCE, L.L.P.
               P.O. BOX 388                         1717 MAIN STREET, SUITE 2800
       YAZOO CITY, MISSISSIPPI 39194                    DALLAS, TEXAS  75201
   (Name, Address, and Telephone Number,
including Area Code, of Agent for Service)

                            -----------------------

                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    PROPOSED                    PROPOSED
  TITLE OF EACH CLASS            AMOUNT             MAXIMUM                     MAXIMUM               AMOUNT OF
     OF SECURITIES                TO BE             OFFERING PRICE            AGGREGATE             REGISTRATION
    TO BE REGISTERED           REGISTERED(1)       PER SHARE(2)            OFFERING PRICE(2)            FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $.01 par
         value                  2,000,000             $7.1875               $14,375,000.00            $3,795.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1)  An indeterminate number of additional shares of Common Stock may be issued
     if the anti-dilution adjustment provisions of the plan becomes operative.
     This Registration Statement registers 2,000,000 shares in addition to
     1,800,000 shares previously reserved for issuance under the prior version
     of the Registrant's Amended and Restated 1994 Stock Incentive Plan (the
     Registrant's 1994 Stock Incentive Plan). The Registrant paid a registration
     fee in the amount of $14,276.00 to register such 1,800,000 shares.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of the average of the high and low price paid per share of Common
     Stock, as reported on the New York Stock Exchange on May 10, 2000, in
     accordance with Rule 457(h) promulgated under the Securities Act of 1933,
     as amended.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission (the "SEC") by Mississippi Chemical Corporation ("MCC") are
incorporated by reference in this Registration Statement:

         (a) Annual Report on Form 10-K for the fiscal year ended June 30, 1999,
which contains audited financial statements of MCC for MCC's last completed
fiscal year (the "1999 Form 10-K").

         (b) All reports filed by MCC pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the 1999
Form 10-K.

         (c) The description of MCC's common stock, par value $.01 per share
(the "Common Stock"), contained in MCC's Registration Statement on Form 8-A,
dated June 1, 1994 (File Number 0-20411), including any amendment or report
filed for the purpose of updating such description.

         (d) The description of MCC's preferred stock purchase rights set forth
in the Registration Statement on Form 8-A, dated August 15, 1994 (SEC File
Number 2-7803), including any amendment or report filed for the purpose of
updating such description.

         All documents subsequently filed by MCC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the shares
of Common Stock offered have been sold or which deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

                                      II-1
3

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         MCC's Articles of Incorporation contain provisions eliminating the
personal liability of its directors for monetary damages resulting from breaches
of their fiduciary duty to the extent permitted by the Mississippi Business
Corporation Act. Each director will continue to be subject to liability for the
amount of financial benefit received by a director to which he or she is not
entitled, for any intentional infliction of harm on MCC or its shareholders, for
improper distributions to shareholders and for intentional violations of
criminal law. This provision does not affect a director's responsibilities under
any other laws, such as the federal securities laws or state or federal
environmental laws.

         MCC has obtained a directors' and officers' liability and corporation
reimbursement policy which (subject to certain limits and deductibles) (i)
insures officers and directors of MCC against loss arising from certain claims
made against them by reason of their being such directors or officers, and (ii)
insures MCC against loss which it may be required or permitted to pay as
indemnification due its directors for certain claims.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

          4.1     Shareholders Rights Plan filed as Exhibit 1 to MCC's
                  Registration Statement on Form 8-A dated August 15, 1994, SEC
                  File No. 2-7803, and incorporated herein by reference.

          4.2     Mississippi Chemical Corporation Amended and Restated 1994
                  Stock Incentive Plan.

          5.1     Opinion of Hughes & Luce, L.L.P.

         23.1     Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1).

         23.2     Consent of Arthur Andersen LLP.

         24.1     Power of Attorney (contained at page II-5).

ITEM 9. UNDERTAKINGS.

         (a)      MCC hereby undertakes:

                                      II-2
4

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by MCC pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) MCC hereby undertakes that for purposes of determining any
liability under the Securities Act, each filing of MCC's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification by MCC for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of MCC pursuant to the provisions described in Item 6, or otherwise, MCC has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification by MCC against such
liabilities (other than the payment by MCC of expenses incurred or paid by a
director, officer or controlling person of MCC in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, MCC will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, MCC
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Yazoo City, State of Mississippi, on May 12, 2000.

                                   MISSISSIPPI CHEMICAL CORPORATION

                                   By:/s/ CHARLES O. DUNN
                                      ------------------------------------------
                                      Charles O. Dunn,
                                      President, Chief Executive Officer
                                      and Director (Principal Executive Officer)

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Mississippi Chemical
Corporation, hereby severally constitute and appoint Charles O. Dunn and William
L. Smith, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to the
Registration Statement, and generally to do all things in our name and behalf in
the capacities indicated below to enable Mississippi Chemical Corporation to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements to the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                                    Title                                       Date
              ---------                                    -----                                       ----
/s/ CHARLES O. DUNN                                  President,                                 May 12, 2000
     -------------------------------               Chief Executive Officer
         Charles O. Dunn                                and Director
                                                (Principal Executive Officer)

     /s/ TIMOTHY A. DAWSON                          Senior Vice President-                           May 12, 2000
     -------------------------------            and Chief Financial Officer
         Timothy A. Dawson                    (Principal Financial Officer and
                                                Principal Accounting Officer)
II-4
6
/s/ COLEY L. BAILEY                                Chairman of the                                 May 12, 2000
     -------------------------------                 Board of Directors
         Coley L. Bailey

     /s/ JOHN SHARP HOWIE                            Vice Chairman of the                               May 12, 2000
     -------------------------------                 Board and Director
         John Sharp Howie

     /s/ JOHN W. ANDERSON                                  Director                                     May 12, 2000
     -------------------------------
         John W. Anderson

     /s/ REUBEN ANDERSON                                   Director                                     May 12, 2000
     -------------------------------
         Reuben Anderson

     /s/ FRANK R. BURNSIDE, JR.                            Director                                     May 12, 2000
     -------------------------------
         Frank R. Burnside, Jr.

     /s/ W.A. PERCY II                                     Director                                     May 12, 2000
     -------------------------------
         W.A. Percy II

     /s/ W. R. DYESS                                       Director                                     May 12, 2000
     -------------------------------
         W. R. Dyess

     /s/ WOODS E. EASTLAND                                 Director                                     May 12, 2000
     -------------------------------
         Woods E. Eastland

     /s/ HALEY BARBOUR                                     Director                                     May 12, 2000
     -------------------------------
         Haley Barbour

     /s/ GEORGE PENICK                                     Director                                     May 12, 2000
     -------------------------------
         George Penick

     /s/ DAVID M. RATCLIFFE                                Director                                     May 12, 2000
     -------------------------------
         David M. Ratcliffe

     /s/ WAYNE THAMES                                      Director                                     May 12, 2000
     -------------------------------
         Wayne Thames
II-5
7

                               INDEX TO EXHIBITS
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
4.1     Shareholders Rights Plan filed as Exhibit 1 to MCC's
                  Registration Statement on Form 8-A dated August 15, 1994, SEC
                  File No. 2-7803, and incorporated herein by reference.

          4.2     Mississippi Chemical Corporation Amended and Restated 1994
                  Stock Incentive Plan.

          5.1     Opinion of Hughes & Luce, L.L.P.

         23.1     Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1).

         23.2     Consent of Arthur Andersen LLP.

         24.1     Power of Attorney (contained at page II-5).