<PAGE>



  As filed with the Securities and Exchange Commission on May 24, 1995.
                                                       Registration No. 33-_____

                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  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
                     (Address of Principal Executive Offices)

                 MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
                                        AND
             MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
                             (Full Title of the Plans)

                                  ROBERT E. JONES
                        VICE PRESIDENT AND GENERAL COUNSEL
                         MISSISSIPPI CHEMICAL CORPORATION
                                   P.O. BOX 388
                          YAZOO CITY, MISSISSIPPI  39194
                      (Name and Address of Agent For Service)

                                  (601) 746-4131
           (Telephone number, including area code, of agent for service)

                                     COPY TO:
                             FREDERICK W. AXLEY, P.C.
                              MCDERMOTT, WILL & EMERY
                              227 WEST MONROE STREET
                           CHICAGO, ILLINOIS  60606-5096


                          CALCULATION OF REGISTRATION FEE

                                              Proposed    Proposed
           Title of                            Maximum     Maximum
          Securities             Amount       Offering    Aggregate    Amount of
            to be                 to be         Price     Offering  Registration
          Registered         Registered<F1> Per Share<F2> Price<F2>       Fee


  Common Stock ($.01 par     400,000 Shares   $17-1/8    $6,850,000    $2,362.09
  value per share) 
  including Rights to 
  Purchase Preferred Stock<F3>

  <F1> An undetermined number of additional shares may be issued if the anti-
       dilution adjustment provisions of the plan become operative.



  <PAGE>



  <F2> Estimated solely for the purpose of calculating the registration fee in
       accordance with rule 457 under the Securities Act of 1933 based on the
       average of the high and low prices of a share of Common Stock, $.01 par
       value per share, as reported on The NASDAQ National Market.

  <F3> Prior to the occurrence of certain events, the Preferred Share Purchase
       Rights will not be traded separately from the Common Stock.

  IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF PLAN INTERESTS
  TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED
  HEREIN.


















































  <PAGE>



                                      PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Mississippi Chemical Corporation
  ("Registrant"), Mississippi Phosphates Corporation 401(k) Retirement Plan and
  Mississippi Chemical Corporation Thrift Plan Plus (the "Plans") are
  incorporated herein by reference:

       (a)  The Registrant's Prospectus dated August 18, 1994, filed pursuant
  to Rule 424(b) (the "Prospectus") (as part of its Registration Statement on
  Form S-1, File Number 33-54573) under the Securities Act of 1933 (the
  "Securities Act").

       (b)  The Plans' Annual Reports on Form 11-K for the fiscal year ended
  December 31, 1993.

       (c)  All other reports filed by the Registrant and the Plan pursuant to
  Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
  Act") since July 1, 1994.

       (d)  The description of the Registrant's Common Stock and Preferred
  Stock is contained under the heading "The New Company--Summary of New Company
  Articles of Incorporation and Bylaws" in Mississippi Chemical Corporation's
  Amendment No. 1 to its Registration Statement on Form S-4, SEC File No. 33-
  53119.  

       All documents subsequently filed by the Registrant and the Plans
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be 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 such
  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.

  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Registrant'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



  <PAGE>



  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 the
  Registrant 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.

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

  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

  ITEM 8.   EXHIBITS

  Exhibit
  Number    Description of Exhibit

    4.1(a)  Articles of Incorporation.  Incorporated herein by reference to
            Appendix B of Mississippi Chemical Corporation's Amendment No. 1 to
            its Registration Statement on Form S-4 (SEC File No. 33-53119).

    4.1(b)  Rights Agreement dated as of August 8, 1994 between the Company and
            Harris Trust and Savings Bank as Rights Agent (incorporated herein
            by reference to Exhibit 1 to the Company's Registration Statement
            on Form 8-A filed August 15, 1994).

    4.2     Bylaws of Registrant.  Incorporated herein by reference to Appendix
            C of Mississippi Chemical Corporation's Amendment No. 1 to its
            Registration Statement on Form S-4 (SEC File No. 33-53119).

    4.3(a)  Mississippi Phosphates Corporation 401(k) Retirement Plan (to be
            filed by amendment).

    4.3(b)  Mississippi Chemical Corporation Thrift Plan Plus (to be filed by
            amendment).

    5       Opinion of McDermott, Will & Emery as to the legality of the
            securities being registered.

   23.1     Consent of Arthur Andersen LLP.

   23.2     Consent of McDermott, Will & Emery (included in Exhibit 5).

   24       Power of Attorney (included on signature page).

  ITEM 9.   UNDERTAKINGS.

       The Registrant hereby undertakes:

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




  <PAGE>



            (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; and

            (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 (i) and (ii) shall 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
  Commission by the Registrant 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 Act,
  each such post-effective amendment 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.

       (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.

       (4)  That, for the purposes of determining any liability under the Act,
  each filing of the Registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act and 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.

       (5)  Insofar as indemnification for liabilities arising under the Act
  may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the provisions described in Item 6, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable.  In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant 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, the Registrant
  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 Act and will be governed by the final adjudication of such
  issue.






  <PAGE>



                                    SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
  undersigned registrant 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 the 22nd day of May, 1995.

                                     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 Charles O. Dunn and Robert E. Jones,
  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 of 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 Securities Act of 1933, this Registration Statement
  has been signed by the following persons in the capacities indicated on the
  22nd day of May, 1995.

                  Signature                       Title

             /s/ Charles O. Dunn             President, Chief Executive Office
               Charles O. Dunn               and Director (Principal Executive
                                             Officer)

           /s/ William F. Hawkins            Senior Vice President--Finance and
             William F. Hawkins              Administration (Principal Financial
                                             Officer and Principal Accounting
                                             Officer)

             /s/ Coley L. Bailey             Chairman of the Board of Director
               Coley L. Bailey

            /s/ John Sharp Howie             Vice Chairman of the Board and
              John Sharp Howie               Director

            /s/ John W. Anderson             Director
              John W. Anderson

         /s/ Frank R. Burnside, Jr.          Director
             Frank R. Burnside, Jr.


  <PAGE>



             /s/ Robert P. Dixon             Director
                 Robert P. Dixon

               /s/ W. R. Dyess               Director
                 W. R. Dyess

            /s/ Woods E. Eastland            Director
              Woods E. Eastland

              /s/ G. David Jobe              Director
                G. David Jobe

              /s/ George Penick              Director
                George Penick

           /s/ David M. Ratcliffe            Director
             David M. Ratcliffe

              /s/ Wayne Thames               Director
                Wayne Thames








































  <PAGE>



                                   EXHIBIT INDEX

  Exhibits marked with an asterisk (*) are filed herewith.  All other documents
  listed are incorporated by reference to documents previously filed by
  Registrant with the Securities and Exchange Commission as indicated.


  Exhibit No.                   Description


    4.1(a)         Articles of Incorporation.  Incorporated herein
                   by reference to Appendix B of Mississippi Chemical 
                   Corporation's Amendment No. 1 to its Registration 
                   Statement on Form S-4 (SEC File No. 33-53119).

    4.1(b)         Rights Agreement dated as of August 8, 1994 between
                   the Company and Harris Trust and Savings Bank as 
                   Rights Agent (incorporated herein by reference to 
                   Exhibit 1 to the Company's Registration Statement 
                   on Form 8-A filed August 15, 1994).

    4.2            Bylaws of Registrant.  Incorporated herein by
                   reference to Appendix C of Mississippi Chemical 
                   Corporation's Amendment No. 1 to its Registration 
                   Statement on Form S-4 (SEC File No. 33-53119).

   4.3(a)          Mississippi Phosphates Corporation 401(k) Retirement
                   Plan (to be filed by amendment).

   4.3(b)          Mississippi Chemical Corporation Thrift Plan Plus
                   (to be filed by amendment).

   *5              Opinion of McDermott, Will & Emery as to the
                   legality of the securities being registered.

  *23.1            Consent of Arthur Andersen LLP

  *23.2            Consent of McDermott, Will & Emery (included in
                   Exhibit 5).

  *24              Power of Attorney (included on signature page).

  ________________________
  *  Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17692}]
As filed with the Securities and Exchange Commission on May 24, 1995.
                                                       Registration No. 33-_____

                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  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
                     (Address of Principal Executive Offices)

                 MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
                                        AND
             MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
                             (Full Title of the Plans)

                                  ROBERT E. JONES
                        VICE PRESIDENT AND GENERAL COUNSEL
                         MISSISSIPPI CHEMICAL CORPORATION
                                   P.O. BOX 388
                          YAZOO CITY, MISSISSIPPI  39194
                      (Name and Address of Agent For Service)

                                  (601) 746-4131
           (Telephone number, including area code, of agent for service)

                                     COPY TO:
                             FREDERICK W. AXLEY, P.C.
                              MCDERMOTT, WILL & EMERY
                              227 WEST MONROE STREET
                           CHICAGO, ILLINOIS  60606-5096

                          CALCULATION OF REGISTRATION FEE

                                              Proposed    Proposed
           Title of                            Maximum     Maximum
          Securities             Amount       Offering    Aggregate    Amount of
            to be                 to be         Price     Offering  Registration
          Registered         Registered
Per Share
Price
Fee

  Common Stock ($.01 par     400,000 Shares   $17-1/8    $6,850,000    $2,362.09
  value per share) 
  including Rights to 
  Purchase Preferred Stock
An undetermined number of additional shares may be issued if the anti-
       dilution adjustment provisions of the plan become operative.
Estimated solely for the purpose of calculating the registration fee in
       accordance with rule 457 under the Securities Act of 1933 based on the
       average of the high and low prices of a share of Common Stock, $.01 par
       value per share, as reported on The NASDAQ National Market.
Prior to the occurrence of certain events, the Preferred Share Purchase
       Rights will not be traded separately from the Common Stock.

  IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF PLAN INTERESTS
  TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED
  HEREIN.
PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Mississippi Chemical Corporation
  ("Registrant"), Mississippi Phosphates Corporation 401(k) Retirement Plan and
  Mississippi Chemical Corporation Thrift Plan Plus (the "Plans") are
  incorporated herein by reference:

       (a)  The Registrant's Prospectus dated August 18, 1994, filed pursuant
  to Rule 424(b) (the "Prospectus") (as part of its Registration Statement on
  Form S-1, File Number 33-54573) under the Securities Act of 1933 (the
  "Securities Act").

       (b)  The Plans' Annual Reports on Form 11-K for the fiscal year ended
  December 31, 1993.

       (c)  All other reports filed by the Registrant and the Plan pursuant to
  Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
  Act") since July 1, 1994.

       (d)  The description of the Registrant's Common Stock and Preferred
  Stock is contained under the heading "The New Company--Summary of New Company
  Articles of Incorporation and Bylaws" in Mississippi Chemical Corporation's
  Amendment No. 1 to its Registration Statement on Form S-4, SEC File No. 33-
  53119.  

       All documents subsequently filed by the Registrant and the Plans
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be 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 such
  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.

  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Registrant'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 the
  Registrant 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.

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

  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

  ITEM 8.   EXHIBITS

  Exhibit
  Number    Description of Exhibit

    4.1(a)  Articles of Incorporation.  Incorporated herein by reference to
            Appendix B of Mississippi Chemical Corporation's Amendment No. 1 to
            its Registration Statement on Form S-4 (SEC File No. 33-53119).

    4.1(b)  Rights Agreement dated as of August 8, 1994 between the Company and
            Harris Trust and Savings Bank as Rights Agent (incorporated herein
            by reference to Exhibit 1 to the Company's Registration Statement
            on Form 8-A filed August 15, 1994).

    4.2     Bylaws of Registrant.  Incorporated herein by reference to Appendix
            C of Mississippi Chemical Corporation's Amendment No. 1 to its
            Registration Statement on Form S-4 (SEC File No. 33-53119).

    4.3(a)  Mississippi Phosphates Corporation 401(k) Retirement Plan (to be
            filed by amendment).

    4.3(b)  Mississippi Chemical Corporation Thrift Plan Plus (to be filed by
            amendment).

    5       Opinion of McDermott, Will & Emery as to the legality of the
            securities being registered.

   23.1     Consent of Arthur Andersen LLP.

   23.2     Consent of McDermott, Will & Emery (included in Exhibit 5).

   24       Power of Attorney (included on signature page).

  ITEM 9.   UNDERTAKINGS.

       The Registrant hereby undertakes:

       (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; and

            (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 (i) and (ii) shall 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
  Commission by the Registrant 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 Act,
  each such post-effective amendment 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.

       (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.

       (4)  That, for the purposes of determining any liability under the Act,
  each filing of the Registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act and 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.

       (5)  Insofar as indemnification for liabilities arising under the Act
  may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the provisions described in Item 6, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable.  In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant 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, the Registrant
  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 Act and will be governed by the final adjudication of such
  issue.
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
  undersigned registrant 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 the 22nd day of May, 1995.

                                     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 Charles O. Dunn and Robert E. Jones,
  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 of 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 Securities Act of 1933, this Registration Statement
  has been signed by the following persons in the capacities indicated on the
  22nd day of May, 1995.

                  Signature                       Title

             /s/ Charles O. Dunn             President, Chief Executive Office
               Charles O. Dunn               and Director (Principal Executive
                                             Officer)

           /s/ William F. Hawkins            Senior Vice President--Finance and
             William F. Hawkins              Administration (Principal Financial
                                             Officer and Principal Accounting
                                             Officer)

             /s/ Coley L. Bailey             Chairman of the Board of Director
               Coley L. Bailey

            /s/ John Sharp Howie             Vice Chairman of the Board and
              John Sharp Howie               Director

            /s/ John W. Anderson             Director
              John W. Anderson

         /s/ Frank R. Burnside, Jr.          Director
             Frank R. Burnside, Jr.
/s/ Robert P. Dixon             Director
                 Robert P. Dixon

               /s/ W. R. Dyess               Director
                 W. R. Dyess

            /s/ Woods E. Eastland            Director
              Woods E. Eastland

              /s/ G. David Jobe              Director
                G. David Jobe

              /s/ George Penick              Director
                George Penick

           /s/ David M. Ratcliffe            Director
             David M. Ratcliffe

              /s/ Wayne Thames               Director
                Wayne Thames
EXHIBIT INDEX

  Exhibits marked with an asterisk (*) are filed herewith.  All other documents
  listed are incorporated by reference to documents previously filed by
  Registrant with the Securities and Exchange Commission as indicated.

  Exhibit No.                   Description

    4.1(a)         Articles of Incorporation.  Incorporated herein
                   by reference to Appendix B of Mississippi Chemical 
                   Corporation's Amendment No. 1 to its Registration 
                   Statement on Form S-4 (SEC File No. 33-53119).

    4.1(b)         Rights Agreement dated as of August 8, 1994 between
                   the Company and Harris Trust and Savings Bank as 
                   Rights Agent (incorporated herein by reference to 
                   Exhibit 1 to the Company's Registration Statement 
                   on Form 8-A filed August 15, 1994).

    4.2            Bylaws of Registrant.  Incorporated herein by
                   reference to Appendix C of Mississippi Chemical 
                   Corporation's Amendment No. 1 to its Registration 
                   Statement on Form S-4 (SEC File No. 33-53119).

   4.3(a)          Mississippi Phosphates Corporation 401(k) Retirement
                   Plan (to be filed by amendment).

   4.3(b)          Mississippi Chemical Corporation Thrift Plan Plus
                   (to be filed by amendment).

   *5              Opinion of McDermott, Will & Emery as to the
                   legality of the securities being registered.

  *23.1            Consent of Arthur Andersen LLP

  *23.2            Consent of McDermott, Will & Emery (included in
                   Exhibit 5).

  *24              Power of Attorney (included on signature page).

  ________________________
  *  Filed herewith.