SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 15


            Certification and Notice of Termination of Registration
             under Section 12(g) of the Securities Exchange Act of
     1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d)
                    of the Securities Exchange Act of 1934.

                         Commission File Number 1-7488

                         First Mississippi Corporation
             (Exact name of registrant as specified in its charter)

                                  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)

                    Common Stock, Par Value $1.00 Per Share
    ----------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                     None
    ----------------------------------------------------------------------
              (Titles of all other classes of securities for which
          a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s)
         relied upon to terminate or suspend the duty to file reports:
 
Rule 12g-4(a)(1)(i)  [X]                        Rule 12h-3(b)(1)(ii)    [ ]
Rule 12g-4(a)(1)(ii) [ ]                        Rule 12h-3(b)(2)(i)     [ ]
Rule 12g-4(a)(2)(i)  [ ]                        Rule 12h-3(b)(2)(ii)    [ ]
Rule 12g-4(a)(2)(ii) [ ]                        Rule 15d-6              [ ]
Rule 12h-3(b)(1)(i)  [X]

Approximate number of holders of record as of the certification or notice date:
                                    one (1)

      Pursuant to the requirements of the Securities Exchange Act of 1934
       First Mississippi Corporation has caused this certification/notice
     to be signed on its behalf by the undersigned duly authorized person.

DATE:  January 6, 1997             BY:    /s/ Charles O. Dunn
                                          --------------------------------
                                   Name:  Charles O. Dunn
                                   Title: President