S-8

As filed with the Securities and Exchange Commission on March 8, 2001

Registration No. 33-__________

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 Incorporation or Organization)	(I.R.S. Employer Identification No.)

P.O. Box 388
Yazoo City, Mississippi  39194
(662) 746-4131
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)

MISSISSIPPI CHEMICAL CORPORATION AMENDED AND RESTATED
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full Title of Plan)

_______________________

William L. Smith, Esq.
Vice President and General Counsel
Mississippi Chemical Corporation
P.O. Box 388
Yazoo City, Mississippi 39194
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be Registered	Amount to be Registered1	Proposed Maximum Offering Price per Share2	Proposed Maximum Aggregate Offering Price2	Amount of Registration Fee
Common Stock, $.01 par value	100,000 Shares	$3.81	$381,000	$95.25

     (1)  An indeterminate number of additional shares of Common Stock may be issued if the anti-dilution adjustment provisions of the plan become operative. This Registration Statement registers 100,000 shares in addition to 300,000 shares previously reserved for issuance under the prior version of the Registrant's Amended and Restated 1995 Stock Option Plan for Nonemployee Directors (the "Nonemployee Directors Plan"). The Registrant paid a registration fee in the amount of $95.25 to register such additional 100,000 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 March 6, 2001, in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended.

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, 2000, which contains audited financial statements of MCC for MCC's last completed fiscal year (the "2000 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 2000 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.

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 1995 Stock Option Plan for Nonemployee Directors.
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-4).

Item 9.  Undertakings.

     (a)     MCC 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 of 1933, as amended (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.

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 March 8, 2001.

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 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, 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 Charles O. Dunn	President, Chief Executive Officer and Director (Principal Executive Officer)	March 8, 2001
/s/ TIMOTHY A. DAWSON Timothy A. Dawson	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 8, 2001
/s/ COLEY L. BAILEY Coley L. Bailey	Chairman of the Board of Directors	March 8, 2001
/s/ JOHN SHARP HOWIE John Sharp Howie	Vice Chairman of the Board and Director	March 8, 2001
/s/ JOHN W. ANDERSON John W. Anderson	Director	March 8, 2001
/s/ REUBEN V. ANDERSON Reuben V. Anderson	Director	March 8, 2001
/s/ FRANK R. BURNSIDE, JR. Frank R. Burnside, Jr.	Director	March 8, 2001
/s/ W. A. PERCY II W. A. Percy II	Director	March 8, 2001
/s/ W. R. DYESS W. R. Dyess	Director	March 8, 2001
/s/ WOODS E. EASTLAND Woods E. Eastland	Director	March 8, 2001
/s/ HALEY BARBOUR Haley Barbour	Director	March 8, 2001
/s/ GEORGE PENICK George Penick	Director	March 8, 2001
/s/ DAVID M. RATCLIFFE David M. Ratcliffe	Director	March 8, 2001
/s/ WAYNE THAMES Wayne Thames	Director	March 8, 2001

EX-4

EXHIBIT 4.2

MISSISSIPPI CHEMICAL CORPORATION
AMENDED AND RESTATED
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

Effective November 7, 2000

          1.     Purpose.  The purpose of the Mississippi Chemical Corporation Amended and Restated 1995 Stock Option Plan for Nonemployee Directors (the "Plan") is to encourage members of the Board of Directors, including emeritus directors (the "Board"), who are not officers or full-time employees of Mississippi Chemical Corporation (the "Company") or any of its subsidiaries ("Nonemployee Directors"), to become shareholders in the Company thereby giving them a stake in the growth and profitability of the Company, to enable them to represent the viewpoint of the shareholders of the Company more effectively, to encourage them to continue serving as directors, and to provide them with long-term incentives competitive with the median level of such incentives among companies of a similar size and industry.

          2.     Shares Reserved.  There is hereby reserved for issuance under the Plan an aggregate of 400,000 shares of common stock of the Company, subject to adjustment pursuant to Section 7 below, which may be authorized but unissued or treasury shares.  If there is a lapse, expiration, termination or cancellation of any option granted under this Plan, all unissued shares subject to the option may again be used for new options granted under this Plan.

          3.     Grant of Options.  Each person who becomes a Nonemployee Director shall be granted an initial option to purchase 5,000 shares of common stock as of the first business day of the next succeeding fiscal year of the Company.  Any person who becomes Chairman of the Board shall be granted an additional option to purchase 5,000 shares of common stock as of the first business day of the next succeeding fiscal year of the Company (except that the additional option for a person who previously served as Vice Chairman shall be for 3,000 shares).  Any person who becomes Vice Chairman of the Board shall be granted an additional option to purchase 2,000 shares of common stock as of the first business day of the next succeeding fiscal year of the Company.

                   Each Nonemployee Director who is granted an initial option hereunder shall be granted an additional option to purchase 2,000 shares of common stock as of each July 1 (or if not a business day, the first business day thereafter) on which the Nonemployee Director is a member of the Board.  The annual options for the Chairman and Vice Chairman of the Board shall be for 4,000 and 3,000 shares, respectively.

          4.     Option Price.  The option price for each option granted to Nonemployee Directors shall be not less than 100% of the fair market value of the common stock of the Company on the date the stock option is granted, and repricing of options shall not be permitted.  "Fair market value" shall be defined as the average of the closing price of the shares subject to option as reported on the New York Stock Exchange for the last 20 trading days prior to the date of option grant or as required by applicable law or regulation.  The option price may be paid by check or by the delivery of shares of common stock then owned by the participant.  A director may also pay the option price by use of cashless exercise as permitted under the Federal Reserve Board's Regulation T.

          5.     Option Term; Termination of Service.  The option term shall be ten years.  Any option granted to a Nonemployee Director may not be exercised for the first year from the date of its grant.  Any option granted to a Nonemployee Director may be exercisable for 20 percent of the shares subject to option during the second year from the date of grant, 40 percent for the third year from the date of grant, 60 percent for the fourth year from the date of grant, 80 percent for the fifth year from the date of grant, and shall be fully exercisable commencing with the sixth year from the date of grant.  Each option shall become fully exercisable upon the retirement of the director or upon a change of control of the Company as defined in paragraph 10 of the Company's 1994 Stock Incentive Plan, or any successor provision or plan.  Each option shall expire three months after the date of optionee's termination of service for any reason other than death, disability or retirement.  In the event of death, disability or retirement, each option shall be exercisable for a period of three years after termination.  For these purposes, retirement shall mean termination of service on the Board after the Nonemployee Director has attained age 55 and completed at least five years of service as a member of the Board.  Except in the case of retirement, any option granted to a Nonemployee Director may be exercised during the indicated periods following termination only to the extent the option was exercisable on the date of termination.

          6.     Nontransferability.  Any option granted under this Plan shall not be transferable other than by will or the laws of descent and distribution or as provided by the Board.  If a director dies during the option period, any option granted to the director may be exercised by his or her estate or the person to whom the option passes by will or the laws of descent and distribution.

          7.     Adjustment Provisions.  (a)  If at any time the Company changes the number of issued shares of common stock without new consideration to it (such as by stock dividends, stock splits or similar transactions), the total number of shares reserved for issuance under this Plan and the number of shares covered by each outstanding option shall be automatically adjusted to the number of shares as is equitably required, together with an appropriate adjustment to the exercise price of each outstanding option, so that the aggregate consideration payable to the Company upon exercise of each outstanding option will not be changed.

                  (b)     (i)  Notwithstanding any other provision of this Plan, and without affecting the number of shares reserved or available hereunder, the Board may authorize the issuance or assumption of benefits in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate.

                           (ii)  In the event of any merger, consolidation or reorganization of the Company with  any other entity, there may be substituted, on an equitable basis as determined by the Board, for each share of common stock then reserved for issuance under the Plan and for each share of common stock then subject to a benefit granted under the Plan, the number and kind of shares of stock, other securities, cash or other property to which holders of common stock of the Company will be entitled pursuant to the transaction.

          8.     Registration and Legal Compliance.  The grant of any option under the Plan may also be subject to other provisions as counsel to the Company deems appropriate, including, without limitation, provisions as may be appropriate to comply with federal and state securities laws and stock exchange requirements.  The Company shall not be required to issue or deliver any certificate for common stock purchased upon the exercise of any option granted under this Plan prior to the admission of such shares to listing on any stock exchange on which common stock of the Company may at that time be listed.  If the Company shall be advised by its counsel that the shares deliverable upon exercise of an option are required to be registered under the Securities Act of 1933, as amended (the "Act"), or any state securities law, or that delivery of such shares must be accompanied or preceded by a prospectus meeting the requirements of such Act, the Company will use its best efforts to effect such registration or provide such prospectus not later than a reasonable time following each exercise of such option, but delivery of shares by the Company may be deferred until such registration is effective or such prospectus is available.

          9.     Term of Plan; Amendment, Suspension and Termination of Plan.  The Plan will be unlimited in duration.  The Board may suspend or terminate the Plan at any time and may amend it from time to time in such respects as the Board may deem advisable in order that any grants thereunder shall conform to or otherwise reflect any change in applicable laws or regulations or to permit the Company or the Nonemployee Directors to enjoy the benefits of any change in applicable laws or regulations; provided, however, that no amendment shall, without shareholder approval, increase the number of shares of common stock which may be issued under the Plan, materially modify the requirements as to eligibility for participation in the Plan, or permit repricing of option grants.  No such amendment, suspension or termination shall impair the rights of Nonemployee Directors under any outstanding options, or make any change that would disqualify the Plan or any other plan of the Company intended to be so qualified from the exemption provided by Securities and Exchange Commission Rule 16b-3.

          10.     Administration and Interpretation of the Plan.  The Plan shall be administered by the Board.  The Board will approve the forms of agreements relating to the benefits granted hereunder, containing such terms and conditions consistent with the provisions of the Plan as are determined by the Board, which agreements may be executed on behalf of the Company by the Chairman of the Board, the Chairman of the Corporate Governance Committee of the Board, the President of the Company, or any Vice President of the Company.  The Board will have complete authority to construe, interpret, and administer the provisions of this Plan and the provisions of the agreements relating to the benefits granted hereunder; to prescribe, amend and rescind rules and regulations pertaining to this Plan; and to make all other determinations necessary or deemed advisable in the administration of the Plan.  The determinations, interpretations and constructions made by the Board are final and conclusive.  No member of the Board may be held liable for any action taken, or failed to be taken, made in good faith relating to the Plan or any benefit hereunder, and the members of the Board will be entitled to defense, indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys' fees) arising therefrom to the fullest extent permitted by law and by the Articles of Incorporation of the Company.

          11.     Shareholder Approval.  This Plan was originally adopted by the Board on July 20, 1995, approved by the shareholders at their Annual Meeting held November 14, 1995, and amended by the Board effective as of August 19, 1996.  This Plan was amended and restated by the Board effective April 17, 1997, and approved by the shareholders at their annual meeting held November 11, 1997.  This amended and restated Plan was authorized and approved by the Board on August 15, 2000, subject to shareholder approval at their annual meeting on November 7, 2000.

EX-5

EXHIBITS 5.1 and 23.1

March 8, 2001

Mississippi Chemical Corporation
P.O. Box 388
Yazoo City, Mississippi 39194

     Re:     Registration Statement on Form S-8 for the Amended and Restated 1995 Stock Option Plan for
                Nonemployee Directors

Ladies and Gentlemen:

     We have acted as special counsel to Mississippi Chemical Corporation, a Mississippi corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of an additional 100,000 shares (the "Shares") of the Company's common stock, $.01 par value per share, issuable under the Mississippi Chemical Corporation Amended and Restated 1995 Stock Option Plan for Nonemployee Directors (the "Plan"). The Shares are being registered pursuant to a registration statement on Form S-8 to be filed with the Securities and Exchange Commission on or about March 8, 2001.

     In connection with this opinion, we have examined such documents and records of the Company and such statutes, regulations and other instruments and certificates as we have deemed necessary or advisable for the purposes of this opinion. We have assumed that all signatures on all documents presented to us are genuine, that all documents submitted to us as originals are accurate and complete and that all documents submitted to us as copies are true and correct copies of the originals thereof. We have also relied upon such certificates of public officials, corporate agents and officers of the Company and such other certifications with respect to the accuracy of material factual matters contained therein which were not independently established.

     Based on the foregoing, we are of the opinion that the Shares will be, if and when issued and paid for pursuant to the Plan, validly issued, fully paid and nonassessable, assuming the Company maintains an adequate number of authorized but unissued shares of common stock available for such issuance, and further assuming that the consideration actually received by the Company for the Shares exceeds the par value thereof.

     We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Hughes & Luce, LLP
HUGHES & LUCE, LLP

EX-23

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated July 26, 2000, incorporated by reference in Mississippi Chemical Corporation's Annual Report on Form 10-K for the year ended June 30, 2000, and to all references to our Firm included in this Registration Statement on Form S-8.

/s/  ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Jackson, Mississippi
March 8, 2001