8-A12B/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A
(AMENDMENT NO. 1)
______________________


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

MISSISSIPPI CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
MISSISSIPPI                                                          64-0292638
(State of incorporation or organization)                 (I.R.S. Employer Identification No.)
3622 Highway 49 East, Yazoo City, Mississippi                                  39194
(Address of principal executive offices)                                   (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Preferred Share Purchase Rights	Name of each exchange of which     each class is to be registered     New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:   None

This Form 8-A/A (Amendment No. 1) is filed to amend the information set forth in the Registration Statement on Form 8-A filed by Mississippi Chemical Corporation, a Mississippi corporation (the "Company"), on August 15, 1994, SEC File No. 000-20411.  As of August 1, 2001, the Company, Harris Trust and Savings Bank ("Harris"), and American Stock Transfer and Trust Company ("AST") entered into an Agreement of Substitution and Amendment of Common Shares Rights Agreement for the purpose of (i) discharging Harris from its duties as Rights Agent under that certain Rights Agreement dated as of August 8, 1994, between the Company and Harris, (ii) appointing AST as Rights Agent pursuant to Section 21 of the Rights Agreement, (iii) making certain other changes to Section 21 of the Rights Agreement regarding the qualifications required to serve as Rights Agent, and (iv) making certain other conforming changes to the Rights Agreement to reflect the substitution of AST for Harris.

Item 2.   Exhibits.

               4.1  Agreement of Substitution and Amendment of Common Shares Rights Agreement dated as of
                      August 1, 2001, among the Company, Harris Trust and Savings Bank, and American Stock
                      Transfer and Trust Company.

              4.2  Rights Agreement dated as of August 8, 1994, between the Company and Harris Trust and Savings
                     Bank as Rights Agent, which includes as Exhibit A, the Certificate of Designation of Preferred
                     Stock, Series A, setting forth the terms of the Preferred Stock; as Exhibit B, forms of Rights
                     Certificate, and as Exhibit C, the form of Summary of Rights; filed as Exhibit 1 to the Company's
                     Form 8-A Registration Stated filed August 15, 1994, SEC File Number 000-20411, and
                     incorporated herein by reference.

                                  Signatures

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 2, 2001

                                                                                      MISSISSIPPI CHEMICAL CORPORATION

                                                                                      By: /s/ Timothy A. Dawson                            
                                                                                                  Timothy A. Dawson
                                                                                                  Senior Vice President and
                                                                                                  Chief Financial Officer

EX-4

EXHIBIT 4.1

AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
COMMON SHARES RIGHTS AGREEMENT

     This agreement of Substitution and Amendment is entered into as of August 1, 2001, by and between Mississippi Chemical Corporation, a Mississippi corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation, ("Harris"), and American Stock Transfer and Trust Company, a New York banking corporation ("AST").

RECITALS

1. On or about August 8, 1994, the Company entered into a Rights Agreement (the "Rights Agreement") with Harris (the "Predecessor Agent") as rights agent.
2. The Company wishes to remove the Predecessor Agent and substitute AST as rights agent pursuant to Section 21 of the Rights Agreement.
3. The Company has given the Predecessor Agent notice of removal of the Predecessor Agent as rights agent.

AGREEMENT

     NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency of which is hereby acknowledged, the parties agrees as follows:

1. The Predecessor Agent hereby waives the 30 days notice requirement under section 21 of the Rights Agreement and is hereby discharged from its duties as rights agent.
2. Section 21 of the Rights Agreement is hereby amended to provide that any successor rights agent shall, at the time of it's appointment as rights agent, have a combined capital and surplus of at least $10 million, rather than $50 million and shall not be required to be authorized to do business as a banking institution in the State of Mississippi.
3. The Company hereby appoints AST as rights agent pursuant to Section 21 of the Rights Agreement, to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement.
4. AST hereby accepts the appointment as rights agent pursuant to Section 21 of the Rights Agreement and agrees to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement.
5. From and after the effective date hereof, each and every reference in the Rights Agreement to a "Rights Agent" shall be deemed to be a reference to AST.
6. Section 26 of the Rights Agreement is amended to provide that notices or demands shall be addressed as follows (until another address is filed):

If to the Company:	Mississippi Chemical Corporation PO Box 388 Yazoo City, MS 39194-0388 Attention: Corporate Secretary
with a copy to:	General Counsel Mississippi Chemical Corporation PO Box 388 Yazoo City, MS 39194-0388
If to AST:	American Stock Transfer & Trust Company 59 Maiden Lane New York, NY 10038 Attention: Corporate Trust Department

7. Except as expressly modified herein, the Rights Agreement shall remain in full force and effect.
8. This Agreement of Substitution and Amendment may be executed in one or more counterparts, each of which shall together constitute one and the same document.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date indicated above.

HARRIS TRUST & SAVINGS BANK By:      /s/ Martin J. McHale, Jr.        Name:      Martin J. McHale, Jr.        Title:        Vice President	MISSISSIPPI CHEMICAL CORPORATION By:    /s/ Timothy A. Dawson                   Name:    Timothy A. Dawson                                   Senior Vice President and Title:      Chief Financial Officer
	AMERICAN STOCK TRANSFER & TRUST COMPANY By:     /s/ Herbert J. Lemmer                     Name:     Herbert J. Lemmer                     Title:       Vice President