8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 15, 2003

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

Mississippi (State or other jurisdiction of incorporation)	001-12217 (Commission File Number)	64-0292638 (I.R.S. Employer Identification Number)
3622 Highway 49 East Yazoo City, Mississippi (Address of principal executive offices)		39194 (Zip code)

Registrant's telephone number, including area code: (662) 746-4131
Not Applicable

(Former name or former address, if changed since last report)

Item 3. Bankruptcy or Receivership.

          On May 15, 2003, Mississippi Chemical Corporation (the "Company") and its subsidiaries Mississippi Chemical Company, L.P., Mississippi Nitrogen, Inc., MissChem Nitrogen, L.L.C., Mississippi Chemical Management Company, Mississippi Phosphates Corporation, Mississippi Potash, Inc., Eddy Potash, Inc., Triad Nitrogen, L.L.C., and Melamine Chemicals, Inc. (the Company and such subsidiaries collectively referred to herein as the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Mississippi (Case No. 03-02984 WEE) (the "Bankruptcy Proceeding"). The Company's joint ventures, Farmland MissChem Limited, FMCL Limited Liability Company, and Houston Ammonia Terminal, L.P., as well as the Company's foreign subsidiaries, are not included in the Bankruptcy Proceeding. The Debtors remain in p ossession of their assets and properties, and the Debtors continue to operate their businesses and manage their properties as "debtors-in-possession" pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.

          The Company did not make the May 15, 2003 semiannual interest payment due on its 7¼% senior notes due November 15, 2017 (the "Senior Notes").

          On May 15, 2003, the Company issued a press release regarding the Bankruptcy Proceedings referenced in this Item 3. A copy of such press release is included as Exhibit 99.1 to this Current Report.

Item 9. Regulation FD Disclosure.

          The Company entered into confidentiality agreements with three holders of its Senior Notes (the "Noteholders") on March 14, 2003, in connection with a possible restructuring of the Senior Notes (the "Confidentiality Agreements"). The Confidentiality Agreements covered materials provided to the Noteholders including, without limitation, financial projections regarding the Company that previously had not been publicly disclosed. The Confidentiality Agreements, as amended, provide that the Company will publicly disclose, by no later than May 16, 2003, all materials provided to the Noteholders under the Confidentiality Agreements the non-disclosure of which would impose securities trading restrictions on the Noteholders under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 enacted thereunder. Pursuant to this disclosure obligation in the Confidentiality Agreements, attached hereto as Exhibit 99.2 is a summary of the financial projections provided to the Noteholders (the "Company Projections"), which constitute all materials provided to the Noteholders the nondisclosure of which would impose such a trading restriction. These materials are deemed to be furnished pursuant to this Item 9 and shall not be deemed "filed" under the Securities Exchange Act of 1934.

          The Company does not, as a matter of course, disclose projections as to product prices, natural gas prices, revenues, earnings, EBITDA or other income statement data. The Company cautions investors and potential investors regarding placing any reliance on the Company Projections because the Company Projections were not prepared for the purpose of providing a basis for an investment decision relating to any of the securities of the Company. The Company Projections have not been examined, reviewed or compiled by the Company's independent auditors and, accordingly, the Company's independent auditors have not expressed an opinion or any other assurance on the Company Projections. As a result, the Company believes the substance and format of the Company Projections do not allow meaningful comparison with the Company's regular publicly disclosed financial information. Because the estimates and assumptions underlying the Company Projections a re inherently subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and are beyond the control of the Company, there can be no assurance that results set forth in the Company Projections will be realized. It is expected that there will be differences between actual and projected results and actual results may be materially higher or lower than those set forth in the Company Projections. Further, there can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Company Projections are complete.

          The financial projections summarized in the Company Projections attached hereto as Exhibit 99.2 were provided to the Noteholders on March 19, 2003. Thus, the Company Projections attached hereto as Exhibit 99.2 do not reflect intervening events or circumstances. In particular, the projections were based on a number of underlying assumptions that may no longer be reasonable. For example, the Company's operating results are highly dependent on natural gas prices, which are and have been extremely volatile, and the Company's product prices have varied widely. As a result, the Company Projections may not reflect the current outlook for the Company's performance.

          The Company Projections contain forward-looking statements regarding the Company that involve risks and uncertainties. All information contained in the Company Projections, other than information of historical facts, including information regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

•  the ability of the Company to operate pursuant to the terms of the debtor-in-possession financing facility;
  
• operating constraints, costs and uncertainties associated with the Bankruptcy Proceeding;
  
• the ability of the Company to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Chapter 11 cases;
  
• the ability of the Company to receive trade credit;
  
• the ability of the Company to maintain contracts that are critical to its operations;
  
• changes in matters which affect the global supply and demand of fertilizer products and industrial chemicals;
  
• the volatility of the natural gas market;
  
• a variety of conditions in the agricultural industry such as grain prices, planted acreage, projected grain stocks, U.S. government policies, weather, and changes in agricultural production methods;
  
• possible unscheduled plant outages and other operating difficulties;
  
• price competition and capacity expansions and reductions from both domestic and international competitors;
  
• foreign government agricultural policies (in particular, the policies of the governments of India and China regarding fertilizer imports);
  
• the relative unpredictability of international and local economic conditions;
  
• the relative value of the U.S. dollar;
  
• regulations regarding the environment and the sale and transportation of fertilizer products;
  
• the continuing efficacy of unfair trade remedies;
  
• the outcome of pending unfair trade remedy (antidumping) cases; and
  
• other risks and uncertainties as described in the Company's Form 10-K for the year ended June 30, 2002, and Form 10-Qs for the quarters ended September 30 and December 31, 2002.

        In light of these risks, uncertainties and assumptions, the Company's actual risks could differ materially from those reflected, anticipated or implied in the Company Projections.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
99.1	Press release, dated May 15, 2003.
99.2	Company Projections.

SIGNATURE

          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.

                                                                                    MISSISSIPPI CHEMICAL CORPORATION
                                                                                    By: /s/ Timothy A. Dawson                             
                                                                                    Name: Timothy A. Dawson
                                                                                    Title: Senior Vice President and Chief Financial Officer

Date: May 16, 2003

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated May 15, 2003.
99.2	Company Projections.

EX-99.1

Exhibit 99.1

Corporate Communications
P. O. Box 388
Yazoo City, Mississippi 39194
(662) 746-4131

News Release

                                                                                               Contacts: Keith Johnson, Investor Relations
                                                                                               Melinda Hood, Corp. Communications
                                                                                               Mississippi Chemical Corporation
                                                                                               (662) 746-4131
                                                                                               For further information please visit our
                                                                                               website @ www.misschem.com

Mississippi Chemical Files for Chapter 11 Reorganization
Business Operations Continue Under Reorganization

          YAZOO CITY, Miss.--May 15, 2003 - Mississippi Chemical Corporation (OTC BB: MSPI.OB) announced today that it has filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The company will continue to operate its businesses during the period of the reorganization process. The filing includes the parent company and its subsidiaries Mississippi Chemical Company, L.P., Mississippi Nitrogen, Inc., MissChem Nitrogen, L.L.C., Mississippi Chemical Management Company, Mississippi Phosphates Corporation, Mississippi Potash, Inc., Eddy Potash, Inc., Triad Nitrogen, L.L.C., and Melamine Chemicals, Inc. The company's affiliate Farmland MissChem Limited and its associated companies, as well as the company's foreign subsidiaries and Houston, Texas, ammonia terminal, are not included in these proceedings.

          The voluntary Chapter 11 petitions were filed in the U.S. Bankruptcy Court in Jackson, Miss., today. Following a review by its Board of Directors, the company determined that a Chapter 11 reorganization is in the best long-term interests of the company and its stakeholders.

          "Over the past five years, the combination of the depression in the agricultural sector and the extreme increase and volatility in the price of domestic natural gas, the company's primary raw material, has resulted in substantial financial losses for the company. Despite widespread actions to materially reduce our operating costs, it is apparent to the company's management and our lenders that the cumulative effect of these losses, along with the current industry environment, requires that the capital structure of the company be modified significantly. The most efficient way of accomplishing this under the circumstances is through a Chapter 11 reorganization," Charles O. Dunn, president and chief executive officer of Mississippi Chemical Corporation, said.

          Several of the company's existing lenders, led by Harris Trust and Savings Bank, will provide debtor-in-possession (DIP) financing of up to $37.5 million, subject to approval by the Bankruptcy Court. "We are pleased that several of our banks, with whom we have been working over the past few years, have agreed to provide the company with a level of financing during the reorganization process which we believe will be adequate," Dunn said. This financing will be used to assist the company during its reorganization process and to support normal operating costs, such as employee payroll and benefits, vendor payments and production operation expenses.

          Mississippi Chemical has also engaged Gordian Group, LLC to assist it in exploring various financial restructuring alternatives, including stand-alone recapitalization and third-party investment scenarios.

          Since the company has filed for reorganization, it did not make the semi-annual interest payment due today on the 7 1/4 percent Senior Notes. Mississippi Chemical's management is in discussions with several of the company's key constituencies, including lenders under the company's existing senior secured credit facility and an informal committee of holders of the company's unsecured 7 1/4 percent senior notes, regarding possible reorganization structures.

          The company expects that its trade suppliers, unsecured trade creditors, employees and customers will not be materially adversely affected by the outcome of this process. "We will do all that we can to see that the restructuring goes as expeditiously as possible. We have a very dedicated workforce and some excellent operating assets. We expect to emerge from this process as a stronger, more flexible company with an ability to better focus our attention on the needs of our customers," Dunn concluded.

          Mississippi Chemical Corporation is a leading North American producer of nitrogen, phosphorus and potassium products used as crop nutrients and in industrial applications. Production facilities are located in Mississippi, Louisiana and New Mexico, and through a joint venture in The Republic of Trinidad and Tobago.

          Except for the historical statements and discussion contained herein, statements set forth in this news release constitute "forward-looking statements." These forward-looking statements rely on a number of assumptions concerning future events, risks, and other uncertainties that are beyond the company's ability to control. Readers are cautioned that a number of factors could cause actual results to differ materially from the forward-looking statements, including without limitation: (i) the ability of the company to operate pursuant to the terms of the debtor-in-possession financing facility, (ii) operating constraints, costs and uncertainties associated with the bankruptcy proceedings, (iii) the ability of the company to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Chapter 11 cases, (iv) the ability of the company to receive trade credit, (v) the ability of the company to maintain contracts that are critical to its operations, (vi) changes in matters which affect th e global supply and demand of fertilizer products and industrial chemicals, (vii) the volatility of the natural gas market, (viii) a variety of conditions in the agricultural industry such as grain prices, planted acreage, projected grain stocks, U.S. government policies, weather, and changes in agricultural production methods, (ix) possible unscheduled plant outages and other operating difficulties, (x) price competition and capacity expansions and reductions from both domestic and international competitors, (xi) foreign government agricultural policies (in particular, the policies of the governments of India and China regarding fertilizer imports), (xii) the relative unpredictability of international and local economic conditions, (xiii) the relative value of the U.S. dollar, (xiv) regulations regarding the environment and the sale and transportation of fertilizer products, (xv) the continuing efficacy of unfair trade remedies, and the outcome of pending unfair trade remedy (antidumping) cases, and (xvi) o ther important factors affecting the fertilizer industry and US as detailed under the heading "Certain Business Factors" and elsewhere in our most recent Annual Report on Form 10-K, which is on file with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

The projections provided to the Noteholders on March 19, 2003 included nine cases reflecting three separate assumptions for sales prices and three separate assumptions for natural gas prices. All nine cases used the same sales volumes assumption.

The projections incorporated the following operating scenario:

	FY 2003	FY 2004	FY 2005	FY 2006	FY 2007
Sales Volumes, in 000's of short tons
Nitrogen:
Ammonia	698.0	1,187.7	1,187.1	1,180.0	1,187.1
Urea	257.5	133.0	133.0	133.0	133.0
Ammonium Nitrate	720.3	832.8	718.4	718.4	718.4
AN Synthesis	18.3	81.0	126.0	126.0	126.0
Nitrogen Solutions	514.1	578.9	599.2	576.2	599.2
Nitric Acid	21.5	75.0	150.0	150.0	150.0
Diammonium Phosphate (DAP)	769.3	886.7	838.4	838.4	838.4
Potash	852.8	936.0	953.7	1,014.8	1,092.6
Melamine, in pounds	7,224	73,642	77,400	77,400	77,400

In addition to the current operations, the projections incorporated the effect of the melamine operation and an increased utilization of the Company's existing terminal assets. The Company completed the acquisition of the melamine operation on April 14, 2003, and is currently in the process of preparing the plant for startup in June. The projections assumed that all ammonia sales tons from fiscal 2004 through fiscal 2007 will be purchased in the open market and resold by the Company.

The Yazoo City nitrogen complex was projected to run at capacity during the period from fiscal 2004 to fiscal 2007, while the Donaldsonville complex was projected to produce only urea and melamine during the same time period. The DAP operation was projected to operate at capacity from fiscal 2004 to fiscal 2007. Potash production was projected to operate in its current mode with the East mine on a 10/4 operating plan and the West mine operating at full rate until fiscal 2006. In fiscal 2006 it was projected that the two ore bodies can be connected resulting in increased production available for sale.

Using this operating scenario, the following sales price assumptions were incorporated.

Average Selling Price In $ per short ton	4 Year Average		8 Year Average
	FY 2003	FY 2004-07	FY 2003	FY 2004-07
Average Nitrogen	120	110	122	128
Diammonium Phosphate (DAP)	139	142	144	159
Potash	86	90	86	83

The 4-year average and 8-year average prices were based on actual Mississippi Chemical Corporation realizations during the respective time periods ending with fiscal 2002. During fiscal 2003 those average prices were used for the April to June time period.

In addition to the 4-year and 8-year average price projections, the Company included a price projection based on Blue Johnson and Associates, Inc., an industry consultant. The Blue Johnson prices were adjusted to reflect the Company's trade area and used in the April 2003 to fiscal 2007 time period. The prices are shown below. Please note that the potash price was held constant at the Company's 4-year average price.

Average Selling Price In $ per short ton	FY 2003	FY 2004	FY 2005	FY 2006	FY 2007
Average Nitrogen	128	148	128	123	130
Diammonium Phosphate (DAP)	147	158	156	153	151
Potash	86	90	90	90	90

Since melamine is a new operation, the price was not calculated on the same basis. In all cases the melamine projection used is shown below.

Price per pound	FY 2003	FY 2004	FY 2005	FY 2006	FY 2007
Melamine	0.60	0.61	0.49	0.48	0.59

The Company projected three Henry Hub gas price levels to be used as the basis for gas prices to the production facilities. These prices were then used to develop a matrix of outcomes for the performance of the business. The gas prices are in the following table.

$ per MMBtu	FY 2003	FY 2004	FY 2005	FY 2006	FY 2007
High Case	4.13	6.00	6.00	6.00	6.00
Mid Case	4.00	5.20	4.36	4.06	3.92
Low Case	3.71	3.41	3.41	3.41	3.41

The high case was chosen to represent a worst case where domestic natural gas prices remained at very high levels for the term of the projection. The mid case was based on the closing NYMEX screen on March 13, 2003, and the low case was based on the average Henry Hub price over the previous four calendar years from 1999 to 2002.

Once the various selling and gas price projections were established, the matrix of performance as measured by earnings before interest, taxes, depreciation and amortization (EBITDA) under various combinations was developed. This matrix is shown below:

		EBITDA ($ in millions)
Gas Scenario	Product Price Scenario	FY 2003	FY 2004	FY 2005	FY 2006	FY 2007
High Gas	4 year avg.	6.9	3.2	10.3	3.2	18.2
High Gas	8 year avg.	13.6	29.8	36.1	25.8	40.3
High Gas	Blue Johnson	31.8	77.1	63.4	46.6	66.4
Mid Gas	4 year avg.	10.9	25.1	54.3	56.0	76.1
Mid Gas	8 year avg.	17.6	51.7	80.1	78.6	98.1
Mid Gas	Blue Johnson	35.7	99.0	107.4	99.4	124.2
Low Gas	4 year avg.	19.8	74.2	81.3	74.2	90.4
Low Gas	8 year avg.	26.5	100.8	107.1	96.7	112.5
Low Gas	Blue Johnson	44.6	148.1	134.4	117.6	138.6