content: <PAGE>   1
                                                           File No.333___________
  
     As filed with the Securities and Exchange Commission on December 23, 1996.
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                     -----------------------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                     -----------------------------------------
  
                                   CHEMFIRST INC.
                 (Exact name of issuer as specified in its charter)
  
           MISSISSIPPI                                    64-0679456
    (State of Incorporation)                      (I.R.S. Employer ID Number)
  
          700 NORTH STREET
         JACKSON, MISSISSIPPI                             39202
  (Address of Principal Executive Offices)             (Zip Code)
  
                                   CHEMFIRST INC.
                                401(K) SAVINGS PLAN
                              (Full Title of the Plan)
  
                            JAMES L. MCARTHUR, SECRETARY
                                   CHEMFIRST INC.
                                   P. O. BOX 1249
                          JACKSON, MISSISSIPPI 39215-1249
                                   (601) 948-7550
             (Name, address and telephone number of agent for service)
  
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  --------------------------------------------------------------------------------------
     Title of      Amount             Proposed          Proposed Maxi-      Amount of
  Securities to   to be            Maximum Offering     mum Aggregate      Registration
  be Registered   Registered(1)    Price Per Share(2)   Offering Price         Fee
  ======================================================================================
  <S>             <C>              <C>                    <C>                <C>      
  Common Stock    1,000,000        $21.82                 $21,817,700        $6,611.42
  par value $1.00
  </TABLE>
  
  
  (1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
       Registration Statement also covers an indeterminate amount of interests to
       be offered and sold pursuant to the Plan.
  
  (2)  Estimated solely for calculation of the registration fee pursuant to Rule
       457 under the Securities Act of 1933. The Company's stock is not currently
       publicly traded, therefore, the proposed maximum offering price per share
       has been calculated based on the following formula. Pursuant to the
       Company's S-1 Registration Statement (file number 333-15789), shares of
       the Company's stock are being distributed to shareholders of First
       Mississippi Corporation. Immediately thereafter, First Mississippi
       Corporation shares of Common Stock will be converted into shares of
       Mississippi Chemical Corporation pursuant to a merger described in such
       S-1 Registration Statement. The registration fee is based on the December
       18, 1996 closing price of First Mississippi Corporation Common Stock,
       reduced by the fractional share value of Mississippi Chemical Corporation
       Common Stock based on its December 18, 1996 closing price.
  
  <PAGE>   2
                                      PART II
  
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  Incorporation of Documents by Reference
  
           The following documents filed with the Commission by ChemFirst Inc.
           (the "Company") are incorporated herein by reference: (1) the
           Company's Registration Statement on Form S-1, dated November 18, 1996
           (the "S-1 Registration Statement"); (2) the description of the
           Company's Common Stock contained in the Company's Registration
           Statement on Form 8-A filed on December 9, 1996 (which is incorporated
           by reference to the S-1 Registration Statement); and (3) the Annual
           Report on Form 11-K for the ChemFirst Inc. 401(k) Savings Plan ("the
           Plan") for the plan year ended June 30, 1995. All documents filed
           hereafter by the Company or the Plan pursuant to Section 13, 14 or
           15(d) of the Securities Exchange Act of 1934 prior to the termination
           of the offering hereunder shall be deemed to be incorporated by
           reference into this Prospectus and to be a part hereof from the date
           of filing of such documents.
  
  ITEM 4.  Description of Securities
  
           Not applicable.
  
  ITEM 5.  Interests of Named Experts and Counsel
  
           The consolidated financial statements and financial statement
           schedules of the Company and subsidiaries as of June 30, 1996 and
           1995, as well as the Annual Report on Form 11-K for the Plan as of
           June 30, 1995, and 1994, and for each of the years in the three-year
           period ended June 30, 1996, which are incorporated herein by
           reference, have been incorporated herein in reliance upon the reports,
           also incorporated herein by reference, of KPMG Peat Marwick LLP,
           independent certified public accountants, and upon the authority of
           said firm as experts in accounting and auditing. To the extent that
           KPMG Peat Marwick LLP audits and reports on financial statements of
           the Company and subsidiaries and the Plan issued at future dates, and
           consents to the use of their reports thereon, such financial
           statements also will be incorporated herein by reference in reliance
           upon their reports and said authority.
  
  ITEM 6.  Indemnification of Directors and Officers
  
           Subarticle E of Article 8 of the Mississippi Business Corporation Act
           ("MBCA") empowers a Mississippi corporation to indemnify against
           liability an individual who is made a party to any threatened, pending
           or completed action, suit or proceeding, whether civil, criminal,
           administrative or investigative, formal or informal (a "Proceeding"),
  
  
  
                                        -2-
  <PAGE>   3
           because such person is or was a director. To be eligible for
           indemnification, the director must have conducted himself in good
           faith and in a manner such person reasonably believed to be in or not
           opposed to the best interests of the corporation and, with respect to
           any criminal action or proceeding, had no reasonable cause to believe
           such person's conduct was unlawful. Liability indemnified against
           includes the obligation to pay a judgment, settlement, penalty, fine
           or reasonable expenses incurred with respect to a Proceeding. The MBCA
           precludes a corporation from indemnifying a director in connection
           with a Proceeding by or in the right of the corporation in which the
           director was adjudged liable to the corporation or in connection with
           any other Proceeding charging improper personal benefit to a director,
           whether or not involving action in the director's official capacity,
           in which the director was adjudged liable on the basis that personal
           benefit was improperly received by the director.
  
           Subarticle E further provides that if a director is wholly successful,
           on the merits or otherwise, in the defense of any Proceeding to which
           he was a party because he is or was a director, the corporation must
           indemnify him against reasonable expenses incurred in connection with
           the Proceeding. Also, a court may order a company to indemnify a
           director if it determines the director is fairly and reasonably
           entitled to indemnification in view of all of the relevant
           circumstances. Subarticle E also allows corporations to indemnify
           officers, employees or agents to the same extent as directors, and
           provides for mandatory or court-ordered indemnification for these
           persons as described above. Finally, the MBCA allows corporations to
           purchase and maintain insurance on behalf of directors, officers,
           employees or agents against liability asserted against or incurred by
           him in that capacity or arising from his status as such, whether or
           not the corporation would have the power to indemnify such person
           against liability under Subarticle E.
  
           The Company's Bylaws provide for indemnification of Company's officers
           and directors to the fullest extent allowed by Mississippi law and
           further permit such indemnification with respect to other employees
           and agents. The Company entered into indemnification agreements with
           certain of its officers and its directors. The effect of these
           agreements is to add to the indemnification rights otherwise granted a
           contractual right to such indemnification.
  
           The Company will have directors' and officers' liability insurance
           which protects each director or officer from certain claims and suits,
           including shareholder derivative suits, even where the director may be
           determined to not be entitled to indemnification under the MBCA and
           claims and suits arising under the Securities Act. The policy may also
           afford coverage under circumstances where the facts do not justify a
           finding that the director or officer acted in good faith and in a
           manner that was in or not opposed to the best interests of the
           Company.
  
           The foregoing represents a summary of the general effect of the MBCA,
           the Company's Articles of Incorporation and Bylaws and directors' and
           officers' liability insurance coverage for purposes of general
           description only.
  
  
  
                                        -3-
  <PAGE>   4
  
  ITEM 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  ITEM 8.  Exhibits
  
           In lieu of certain exhibit requirements, the Company will submit or
           has submitted the Plan and any amendment thereto to the Internal
           Revenue Service ("IRS") in a timely manner and has made or will make
           all changes required by the IRS in order to qualify the Plan.
  
           4.1      Amended and Restated Articles of Incorporation of the Company
                    are incorporated by reference to Exhibit 3.1 of the Company's
                    S-1 Registration Statement (file number 333-15789).
  
           4.2      Bylaws of the Company are incorporated by reference to
                    Exhibit 3.2 of the Company's S-1 Registration Statement (file
                    number 333-15789).
  
           4.3      Rights Agreement dated as of October 30, 1996, by and between
                    the Company and KeyCorp Shareholder Services, Inc. is
                    incorporated by reference to Exhibit 4 of the Company's S-1
                    Registration Statement (file number 333-15789).
  
           4.4      The Company's 401(k) Savings Plan.
  
           5.3      Determination letter dated April 24, 1996 from the IRS
                    regarding the Company's 401(k) Savings Plan.
  
           23.1     Consent of KPMG Peat Marwick LLP.
  
  
  ITEM 9.  Undertakings
  
           (a)      The undersigned Company 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;
  
                    (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.
                             Notwithstanding the foregoing, 
  
  
  
                                        -4-
  <PAGE>   5
                             any increase or decrease in volume of securities
                             offered (if the total dollar value of securities
                             offered would not exceed that which was registered)
                             and any deviation from the low or high end of the
                             estimated maximum offering range may be reflected in
                             the form of prospectus filed with the Commission
                             pursuant to Rule 424(b) if, in the aggregate, the
                             changes in volume and price represent no more than a
                             20 percent change in the maximum aggregate offering
                             price set forth in the "Calculation of Registration
                             Fee" table in the effective 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;
  
              (2)   That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    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.
  
              (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)   The undersigned Company hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the Company's annual report pursuant to Section 13(a) or
              Section 15(d) of the Securities Exchange Act of 1934 (and, where
              applicable, each filing of an employee benefit plan's annual report
              pursuant to Section 15(d) of the Securities Exchange Act of 1934)
              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.
  
        (h)   Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling persons of the Company pursuant to the foregoing
              provisions, or otherwise, the Company has been advised that in the
              opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the Act
              and is, therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment by
              the Company of expenses incurred or paid by a director, officer or
              controlling person of the Company 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, the
  
  
  
  
                                        -5-
  <PAGE>   6
  
              Company 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 Act and will be
              governed by the final adjudication of such issue.
  
  
  
  
  
  
                                        -6-
  <PAGE>   7
  
  
                                     SIGNATURES
  
  
                    Pursuant to the requirements of the Securities Act of 1933,
  the Company 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 the City of Jackson, State of Mississippi, on December 23,
  1996.
  
                                                 CHEMFIRST INC.
  
  
                                                 BY: /s/ J. Kelley Williams
                                                    -----------------------------
                                                    J. Kelley Williams, President
  
  
  
  
                    Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
          SIGNATURE                   TITLE                                        DATE
          ---------                   -----                                        ----
  
  <S>                                <C>                                <C>   
  
  /s/ J. Kelley Williams              Chairman of the Board              December 23, 1996
  --------------------------          of Directors, Chief Executive
  J. Kelley Williams                  Officer (Principal Executive
                                      Officer)
                                      
  
  /s/ Thomas G. Tepas                 President and                      December 23, 1996
  --------------------------          Chief Operating Officer
  Thomas G. Tepas                      
  
  /s/ R. Michael Summerford           Vice President and Chief           December 23, 1996
  --------------------------
  R. Michael Summerford               Financial Officer
                                      (Principal Financial Officer)
  
  /s/ Troy B. Browning                Controller                         December 23, 1996
  --------------------------          (Principal Accounting Officer)
  Troy B. Browning                    
  
  /s/ Richard P. Anderson             Director                           December 23, 1996
  --------------------------
  Richard P. Anderson
  
  /s/ Paul A. Becker                  Director                           December 23, 1996
  --------------------------
  Paul A. Becker
  
  /s/ James W. Crook                  Director                           December 23, 1996
  --------------------------
  James W. Crook
  
  /s/ Michael J. Ferris               Director                           December 23, 1996
  --------------------------
  Michael J. Ferris
  </TABLE>
  
  
  
  
                                        -7-
  <PAGE>   8
  
  
  <TABLE>
  <S>                                 <C>                 <C>   
  
  /s/ James E. Fligg                   Director            December 23, 1996
  --------------------------
  James E. Fligg
  
  /s/ Robert P. Guyton                 Director            December 23, 1996
  --------------------------
  Robert P. Guyton
  
  /s/ Charles P. Moreton               Director            December 23, 1996
  --------------------------
  Charles P. Moreton
  
  /s/ Paul W. Murrill                  Director            December 23, 1996
  --------------------------
  Paul W. Murrill
  
  /s/ William A. Percy, II             Director            December 23, 1996
  --------------------------
  William A. Percy, II
  
  /s/ Dan F. Smith                     Director            December 23, 1996
  --------------------------
  Dan F. Smith
  
  /s/ Leland R. Speed                  Director            December 23, 1996
  --------------------------
  Leland R. Speed
  
  /s/ R. Gerald Turner                 Director            December 23, 1996
  --------------------------
  R. Gerald Turner
  </TABLE>
  
  
  
  
  
  
  <PAGE>   9
  
  
  
  
                                 Index to Exhibits
  
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.           Description
  -----------           -----------
  <S>       <C>
       4.1  Amended and Restated Articles of Incorporation of the Company are
            incorporated by reference to Exhibit 3.1 of the Company's S-1
            Registration Statement (file number 333-15789).
  
       4.2  Bylaws of the Company are incorporated by reference to Exhibit 3.2 of
            the Company's S-1 Registration Statement (file number 333-15789).
  
       4.3  Rights Agreement dated as of October 30, 1996, by and between the
            Company and KeyCorp Shareholder Services, Inc. is incorporated by
            reference to Exhibit 4 of the Company's S-1 Registration Statement
            (file number 333-15789).
  
       4.4  The Company's 401(k) Savings Plan.
  
  
       5.3  Determination letter dated April 24, 1986 from the IRS regarding the
            Company's 401-K Savings Plan.
  
       23.1 Consent of KPMG Peat Marwick LLP.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21130}]
metadata_filer: {"company-data": {"conformed-name": "CHEMFIRST INC", "cik": "0001026601", "assigned-sic": "2870", "irs-number": "640679456", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18691", "film-number": "96685481"}, "business-address": {"street1": "P O BOX 1249", "city": "JACKSON", "state": "MS", "zip": "39215", "phone": "6019480218"}, "mail-address": {"street1": "P O BOX 1249", "city": "JACKSON", "state": "MS", "zip": "39215-1249"}}
text: 1
                                                           File No.333___________
  
     As filed with the Securities and Exchange Commission on December 23, 1996.
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                     -----------------------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                     -----------------------------------------
  
                                   CHEMFIRST INC.
                 (Exact name of issuer as specified in its charter)
  
           MISSISSIPPI                                    64-0679456
    (State of Incorporation)                      (I.R.S. Employer ID Number)
  
          700 NORTH STREET
         JACKSON, MISSISSIPPI                             39202
  (Address of Principal Executive Offices)             (Zip Code)
  
                                   CHEMFIRST INC.
                                401(K) SAVINGS PLAN
                              (Full Title of the Plan)
  
                            JAMES L. MCARTHUR, SECRETARY
                                   CHEMFIRST INC.
                                   P. O. BOX 1249
                          JACKSON, MISSISSIPPI 39215-1249
                                   (601) 948-7550
             (Name, address and telephone number of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------------
     Title of      Amount             Proposed          Proposed Maxi-      Amount of
  Securities to   to be            Maximum Offering     mum Aggregate      Registration
  be Registered   Registered(1)    Price Per Share(2)   Offering Price         Fee
  ======================================================================================
  Common Stock    1,000,000        $21.82                 $21,817,700        $6,611.42
  par value $1.00
  (1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
       Registration Statement also covers an indeterminate amount of interests to
       be offered and sold pursuant to the Plan.
  
  (2)  Estimated solely for calculation of the registration fee pursuant to Rule
       457 under the Securities Act of 1933. The Company's stock is not currently
       publicly traded, therefore, the proposed maximum offering price per share
       has been calculated based on the following formula. Pursuant to the
       Company's S-1 Registration Statement (file number 333-15789), shares of
       the Company's stock are being distributed to shareholders of First
       Mississippi Corporation. Immediately thereafter, First Mississippi
       Corporation shares of Common Stock will be converted into shares of
       Mississippi Chemical Corporation pursuant to a merger described in such
       S-1 Registration Statement. The registration fee is based on the December
       18, 1996 closing price of First Mississippi Corporation Common Stock,
       reduced by the fractional share value of Mississippi Chemical Corporation
       Common Stock based on its December 18, 1996 closing price.
  2
                                      PART II
  
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  Incorporation of Documents by Reference
  
           The following documents filed with the Commission by ChemFirst Inc.
           (the "Company") are incorporated herein by reference: (1) the
           Company's Registration Statement on Form S-1, dated November 18, 1996
           (the "S-1 Registration Statement"); (2) the description of the
           Company's Common Stock contained in the Company's Registration
           Statement on Form 8-A filed on December 9, 1996 (which is incorporated
           by reference to the S-1 Registration Statement); and (3) the Annual
           Report on Form 11-K for the ChemFirst Inc. 401(k) Savings Plan ("the
           Plan") for the plan year ended June 30, 1995. All documents filed
           hereafter by the Company or the Plan pursuant to Section 13, 14 or
           15(d) of the Securities Exchange Act of 1934 prior to the termination
           of the offering hereunder shall be deemed to be incorporated by
           reference into this Prospectus and to be a part hereof from the date
           of filing of such documents.
  
  ITEM 4.  Description of Securities
  
           Not applicable.
  
  ITEM 5.  Interests of Named Experts and Counsel
  
           The consolidated financial statements and financial statement
           schedules of the Company and subsidiaries as of June 30, 1996 and
           1995, as well as the Annual Report on Form 11-K for the Plan as of
           June 30, 1995, and 1994, and for each of the years in the three-year
           period ended June 30, 1996, which are incorporated herein by
           reference, have been incorporated herein in reliance upon the reports,
           also incorporated herein by reference, of KPMG Peat Marwick LLP,
           independent certified public accountants, and upon the authority of
           said firm as experts in accounting and auditing. To the extent that
           KPMG Peat Marwick LLP audits and reports on financial statements of
           the Company and subsidiaries and the Plan issued at future dates, and
           consents to the use of their reports thereon, such financial
           statements also will be incorporated herein by reference in reliance
           upon their reports and said authority.
  
  ITEM 6.  Indemnification of Directors and Officers
  
           Subarticle E of Article 8 of the Mississippi Business Corporation Act
           ("MBCA") empowers a Mississippi corporation to indemnify against
           liability an individual who is made a party to any threatened, pending
           or completed action, suit or proceeding, whether civil, criminal,
           administrative or investigative, formal or informal (a "Proceeding"),
  
                                        -2-
  3
           because such person is or was a director. To be eligible for
           indemnification, the director must have conducted himself in good
           faith and in a manner such person reasonably believed to be in or not
           opposed to the best interests of the corporation and, with respect to
           any criminal action or proceeding, had no reasonable cause to believe
           such person's conduct was unlawful. Liability indemnified against
           includes the obligation to pay a judgment, settlement, penalty, fine
           or reasonable expenses incurred with respect to a Proceeding. The MBCA
           precludes a corporation from indemnifying a director in connection
           with a Proceeding by or in the right of the corporation in which the
           director was adjudged liable to the corporation or in connection with
           any other Proceeding charging improper personal benefit to a director,
           whether or not involving action in the director's official capacity,
           in which the director was adjudged liable on the basis that personal
           benefit was improperly received by the director.
  
           Subarticle E further provides that if a director is wholly successful,
           on the merits or otherwise, in the defense of any Proceeding to which
           he was a party because he is or was a director, the corporation must
           indemnify him against reasonable expenses incurred in connection with
           the Proceeding. Also, a court may order a company to indemnify a
           director if it determines the director is fairly and reasonably
           entitled to indemnification in view of all of the relevant
           circumstances. Subarticle E also allows corporations to indemnify
           officers, employees or agents to the same extent as directors, and
           provides for mandatory or court-ordered indemnification for these
           persons as described above. Finally, the MBCA allows corporations to
           purchase and maintain insurance on behalf of directors, officers,
           employees or agents against liability asserted against or incurred by
           him in that capacity or arising from his status as such, whether or
           not the corporation would have the power to indemnify such person
           against liability under Subarticle E.
  
           The Company's Bylaws provide for indemnification of Company's officers
           and directors to the fullest extent allowed by Mississippi law and
           further permit such indemnification with respect to other employees
           and agents. The Company entered into indemnification agreements with
           certain of its officers and its directors. The effect of these
           agreements is to add to the indemnification rights otherwise granted a
           contractual right to such indemnification.
  
           The Company will have directors' and officers' liability insurance
           which protects each director or officer from certain claims and suits,
           including shareholder derivative suits, even where the director may be
           determined to not be entitled to indemnification under the MBCA and
           claims and suits arising under the Securities Act. The policy may also
           afford coverage under circumstances where the facts do not justify a
           finding that the director or officer acted in good faith and in a
           manner that was in or not opposed to the best interests of the
           Company.
  
           The foregoing represents a summary of the general effect of the MBCA,
           the Company's Articles of Incorporation and Bylaws and directors' and
           officers' liability insurance coverage for purposes of general
           description only.
  
                                        -3-
  4
  
  ITEM 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  ITEM 8.  Exhibits
  
           In lieu of certain exhibit requirements, the Company will submit or
           has submitted the Plan and any amendment thereto to the Internal
           Revenue Service ("IRS") in a timely manner and has made or will make
           all changes required by the IRS in order to qualify the Plan.
  
           4.1      Amended and Restated Articles of Incorporation of the Company
                    are incorporated by reference to Exhibit 3.1 of the Company's
                    S-1 Registration Statement (file number 333-15789).
  
           4.2      Bylaws of the Company are incorporated by reference to
                    Exhibit 3.2 of the Company's S-1 Registration Statement (file
                    number 333-15789).
  
           4.3      Rights Agreement dated as of October 30, 1996, by and between
                    the Company and KeyCorp Shareholder Services, Inc. is
                    incorporated by reference to Exhibit 4 of the Company's S-1
                    Registration Statement (file number 333-15789).
  
           4.4      The Company's 401(k) Savings Plan.
  
           5.3      Determination letter dated April 24, 1996 from the IRS
                    regarding the Company's 401(k) Savings Plan.
  
           23.1     Consent of KPMG Peat Marwick LLP.
  
  ITEM 9.  Undertakings
  
           (a)      The undersigned Company 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;
  
                    (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.
                             Notwithstanding the foregoing, 
  
                                        -4-
  5
                             any increase or decrease in volume of securities
                             offered (if the total dollar value of securities
                             offered would not exceed that which was registered)
                             and any deviation from the low or high end of the
                             estimated maximum offering range may be reflected in
                             the form of prospectus filed with the Commission
                             pursuant to Rule 424(b) if, in the aggregate, the
                             changes in volume and price represent no more than a
                             20 percent change in the maximum aggregate offering
                             price set forth in the "Calculation of Registration
                             Fee" table in the effective 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;
  
              (2)   That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    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.
  
              (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)   The undersigned Company hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the Company's annual report pursuant to Section 13(a) or
              Section 15(d) of the Securities Exchange Act of 1934 (and, where
              applicable, each filing of an employee benefit plan's annual report
              pursuant to Section 15(d) of the Securities Exchange Act of 1934)
              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.
  
        (h)   Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling persons of the Company pursuant to the foregoing
              provisions, or otherwise, the Company has been advised that in the
              opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the Act
              and is, therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment by
              the Company of expenses incurred or paid by a director, officer or
              controlling person of the Company 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, the
  
                                        -5-
  6
  
              Company 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 Act and will be
              governed by the final adjudication of such issue.
  
                                        -6-
  7
  
                                     SIGNATURES
  
                    Pursuant to the requirements of the Securities Act of 1933,
  the Company 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 the City of Jackson, State of Mississippi, on December 23,
  1996.
  
                                                 CHEMFIRST INC.
  
                                                 BY: /s/ J. Kelley Williams
                                                    -----------------------------
                                                    J. Kelley Williams, President
  
                    Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                   TITLE                                        DATE
          ---------                   -----                                        ----
  /s/ J. Kelley Williams              Chairman of the Board              December 23, 1996
  --------------------------          of Directors, Chief Executive
  J. Kelley Williams                  Officer (Principal Executive
                                      Officer)
                                      
  
  /s/ Thomas G. Tepas                 President and                      December 23, 1996
  --------------------------          Chief Operating Officer
  Thomas G. Tepas                      
  
  /s/ R. Michael Summerford           Vice President and Chief           December 23, 1996
  --------------------------
  R. Michael Summerford               Financial Officer
                                      (Principal Financial Officer)
  
  /s/ Troy B. Browning                Controller                         December 23, 1996
  --------------------------          (Principal Accounting Officer)
  Troy B. Browning                    
  
  /s/ Richard P. Anderson             Director                           December 23, 1996
  --------------------------
  Richard P. Anderson
  
  /s/ Paul A. Becker                  Director                           December 23, 1996
  --------------------------
  Paul A. Becker
  
  /s/ James W. Crook                  Director                           December 23, 1996
  --------------------------
  James W. Crook
  
  /s/ Michael J. Ferris               Director                           December 23, 1996
  --------------------------
  Michael J. Ferris
  -7-
  8
  /s/ James E. Fligg                   Director            December 23, 1996
  --------------------------
  James E. Fligg
  
  /s/ Robert P. Guyton                 Director            December 23, 1996
  --------------------------
  Robert P. Guyton
  
  /s/ Charles P. Moreton               Director            December 23, 1996
  --------------------------
  Charles P. Moreton
  
  /s/ Paul W. Murrill                  Director            December 23, 1996
  --------------------------
  Paul W. Murrill
  
  /s/ William A. Percy, II             Director            December 23, 1996
  --------------------------
  William A. Percy, II
  
  /s/ Dan F. Smith                     Director            December 23, 1996
  --------------------------
  Dan F. Smith
  
  /s/ Leland R. Speed                  Director            December 23, 1996
  --------------------------
  Leland R. Speed
  
  /s/ R. Gerald Turner                 Director            December 23, 1996
  --------------------------
  R. Gerald Turner
  9
  
                                 Index to Exhibits
  Exhibit No.           Description
  -----------           -----------
  4.1  Amended and Restated Articles of Incorporation of the Company are
            incorporated by reference to Exhibit 3.1 of the Company's S-1
            Registration Statement (file number 333-15789).
  
       4.2  Bylaws of the Company are incorporated by reference to Exhibit 3.2 of
            the Company's S-1 Registration Statement (file number 333-15789).
  
       4.3  Rights Agreement dated as of October 30, 1996, by and between the
            Company and KeyCorp Shareholder Services, Inc. is incorporated by
            reference to Exhibit 4 of the Company's S-1 Registration Statement
            (file number 333-15789).
  
       4.4  The Company's 401(k) Savings Plan.
  
       5.3  Determination letter dated April 24, 1986 from the IRS regarding the
            Company's 401-K Savings Plan.
  
       23.1 Consent of KPMG Peat Marwick LLP.