8-K

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
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                                    FORM 8-K

                                 Current Report

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


             Date of Report:           August 28, 1996
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                            (Date of earliest event reported):




                         FIRST MISSISSIPPI CORPORATION
             (Exact name of Registrant as specified in its charter)



         Mississippi                     1-7488                  64-0354930
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(State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
     of incorporation)                                       Identification No.)



700 North Street, P. O. Box 1249, Jackson, Mississippi           39215-1249
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(Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code:   (601) 948-7550
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                                 Not Applicable
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         (Former name or former address, if changed since last report)



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ITEM 5. OTHER EVENTS

     On August 27, 1996, First Mississippi Corporation entered into a
definitive merger agreement with Mississippi Chemical Corporation, under which
Mississippi Chemical will acquire all the fertilizer interests of the Company.
The transaction will occur in two steps: first, the tax-free spin-off to
shareholders of the Company's chemicals and related businesses in the form of a
new publicly traded company that will retain the First Mississippi name; and
second, the tax-free merger of the Company's remaining fertilizer operations
with a subsidiary of Mississippi Chemical, pursuant to which stockholders of
First Mississippi will receive .335 shares of common stock of MCC for each
share of common stock of FMC held by them, subject to certain adjustments. The
transaction is subject to, among other things, approval by the stockholders of
both First Mississippi and Mississippi Chemical and customary regulatory
approvals. It is expected that the transaction will be consummated prior to the
end of the calendar year. Additional information is included in the Company's
news release dated August 28, 1996, which is attached hereto.






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     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                     FIRST MISSISSIPPI CORPORATION




                                     By: /s/ R. M. SUMMERFORD
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                                        R. M. Summerford
                                        Vice President & Chief Financial Officer



Date: September 5, 1996





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                                 Exhibit Index


  Exhibits

     99   - The Company's August 28, 1996, news release announcing the planned
            disposition of Fertilizer operations.

EX-99

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                           N E W S   R E L E A S E
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                                                           FOR IMMEDIATE RELEASE

FIRST MISSISSIPPI CORP. ANNOUNCES SPINOFF, PLANS TO MERGE
     FERTILIZER OPERATIONS WITH MISSISSIPPI CHEMICAL CORP.


JACKSON, MISS. (AUGUST 28, 1996) First Mississippi Corp. (NYSE: FRM) today
announced that its board of directors has approved the disposition of the
company's fertilizer operations via merger with Mississippi Chemical Corp.
(NASDAQ: MISS). The transaction, utilizing a structure commonly referred to as
a "Morris Trust," will occur in two steps: first, the tax-free spinoff to
shareholders of the company's chemicals and related businesses in the form of a
new publicly traded company that will retain the First Mississippi name; and
second, the tax-free merger of the company's remaining fertilizer operations
with Mississippi Chemical.

     In the merger, First Mississippi stockholders will receive, subject to
some adjustment, approximately 6.9 million shares of Mississippi Chemical
stock, or 0.335 shares of Mississippi Chemical stock for each share of First
Mississippi stock. At closing First Mississippi's debt will be refinanced and
increased to approximately $150 million, and will be assumed by Mississippi
Chemical in the merger. Cash on hand after this refinancing, estimated at
between $50 million and $60 million, will be transferred to the spun-off
chemical company, which will be debt free. Based on yesterday's closing price
for Mississippi Chemical stock, the transaction represents a combined value in
debt and equity of $297 million for First Mississippi's fertilizer business, or
approximately $14.40 per First Mississippi share.

     The transaction is subject to approval by the stockholders of both First
Mississippi and Mississippi Chemical, legal opinions that the spinoff and
merger are tax free, and customary regulatory approvals. It is expected that
the transaction will be consummated prior to the end of the calendar year.

     "We believe prospects for continued growth in chemicals revenues and
earnings are good," said J. Kelley Williams, chairman and chief executive
officer of First Mississippi. "We hope that the combined value of the chemicals
business and the stock of Mississippi Chemical 




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received by shareholders will exceed the value of First Mississippi alone as
presently structured," he said.

     First Mississippi's fertilizer operations include AMPRO Fertilizer, Inc.
and Triad Chemicals, Inc., a 50 percent joint venture with Mississippi
Chemical. In fiscal 1996, AMPRO produced 490,791 tons anhydrous ammonia and
currently has an expansion under way that will increase ammonia production by
about 125,000 tons annually. Triad produced 464,022 tons anhydrous ammonia and
557,270 tons urea. Both plants are located in a production and storage complex
on the Mississippi River near Donaldsonville, La. Operations also include
interest in ammonia barges on the Mississippi River and an ammonia terminal and
related facilities in Pasadena, Texas.
 
     First Mississippi's fiscal 1996 fertilizer operating profits were $65.8
million on sales of $224 million.

     First Mississippi Corp. produces chemicals for industry and agriculture,
and related products and services. Mississippi Chemical Corp., a major
manufacturer of fertilizers, produces and markets all three primary crop
nutrients.


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CONTACT:
Jim McArthur
Secretary and Manager, Investor Relations
601/948-7550




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