content: <PAGE>   1
                                                         File No.33_-____________
  
     As filed with the Securities and Exchange Commission on October 10, 1996.
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ---------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                     ---------
  
                           FIRST MISSISSIPPI CORPORATION
                 (Exact name of issuer as specified in its charter)
  
             MISSISSIPPI                                        64-0354930
        (State of Incorporation)                       (I.R.S. Employer ID Number)
  
           700 NORTH STREET
         JACKSON, MISSISSIPPI                                     39202
  (Address of Principal Executive Offices)                      (Zip Code)
  
                           FIRST MISSISSIPPI CORPORATION
                                401(K) SAVINGS PLAN
                              (Full Title of the Plan)
  
                            JAMES L. MCARTHUR, SECRETARY
                           FIRST MISSISSIPPI CORPORATION
                                   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           100,000           $27.4375             $2,743,750          $831.44
  par value $1.00        shares(3)
  </TABLE>
  
  (1)  Previous Registration Statements have registered shares of First
       Mississippi Corporation ("First Mississippi") Common Stock offered under
       the First Mississippi Corporation 401(K) Savings Plan (the "Plan"), as
       well as interests in the Plan itself. This supplement Registration
       Statement is being filed to register additional shares of First
       Mississippi Common Stock that may be purchased under the Plan with
       employee and employer contributions. In addition, 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(i) under the Securities Act of 1933 and based on the average of the
       high and low sale prices of First Mississippi Common Stock on the New York
       Stock Exchange on October 8, 1996.
  (3)  Subject to anti-dilution increases permitted by Rule 416.
  
  
  <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 First
            Mississippi Corporation ("the Company") are incorporated herein by
            reference: (1) the Company's Annual Report on Form 10-K for the year
            ended June 30, 1996, (2) Annual Report of the First Mississippi
            Corporation 401K Savings Plan ("the Plan") on Form 11-K for the Plan
            year ended June 30, 1995, (3) Current Report on Form 8-K, filed on
            September 9, 1996, and (4) the description of the Company's Common
            Stock contained in Item 1 of the Company's Registration Statement on
            Form 8-A filed on November 8, 1974, including any amendment or report
            filed for the purpose of updating such description.
  
  ITEM 4.   Description of Securities
  
            Not applicable.
  
  ITEM 5.   Interests of Named Experts and Counsel
  
            The consolidated financial statements of the Company and subsidiaries
            as of June 30, 1996 and 1995 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
            report, 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 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
  
            As permitted by Mississippi law, the stockholders of the Company, at
            the Annual Meeting of Stockholders on November 7, 1985, adopted a
            resolution providing for indemnification of officers, directors and
            employees. The 1985 resolution, which replaced a similar resolution
            adopted in 1970, generally clarifies and broadens the circumstances
            under which indemnity is provided by the Company, and extends
            indemnification beyond directors and officers, to employees. It
            specifies standards of conduct required to be met to qualify for
            indemnity and establishes procedures for determining whether these
            standards are met. These standards require that the person to be
            indemnified either: (a) be wholly successful, on the merits or
            otherwise, in any action or proceeding against such person or (b)
            otherwise establish that such person acted in good faith and in a
            manner such person reasonably believed to be in, or not
  
  
  
  
                                        -2-
  <PAGE>   3
  
            opposed to, the best interests of the Company, and in the case of any
            criminal action or proceeding, had no reasonable cause to believe
            that the conduct was unlawful. Whether these standards are met will
            be determined by those directors or shareholders not involved in the
            matter at issue or by special legal counsel selected by the
            directors. In the case of any action or suit by or in the right of
            the Company, any person finally adjudged liable for gross negligence
            or willful misconduct in performing duties for the Company will not
            be entitled to indemnification unless a court determines that
            indemnification is proper under the circumstances. Advancement of
            expenses will be allowed upon receipt of an undertaking to repay
            should it ultimately be determined that an individual is not entitled
            to indemnity.
  
            The Company maintains officers and directors liability insurance
            against certain claims arising out of such persons' services to the
            Company. The Company has entered into Indemnification Agreements with
            certain of its officers and directors. These Indemnification
            Agreements provide for indemnification of such officers or directors
            in the circumstances and subject to the conditions set forth in the
            Company's 1985 resolution. The effect of the Indemnification
            Agreements is to add to the indemnification rights granted by the
            1985 resolution as currently in effect a contractual right to such
            indemnification which cannot be terminated or altered by amendment of
            the 1985 resolution.
  
  ITEM 7.   Exemption from Registration Claimed
  
            Not applicable.
  
  ITEM 8.   Exhibits
  
            In lieu of certain exhibit requirements the registrant undertakes
            that it 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       Articles IV, VIII, IX and X of the Company's Articles of
            Incorporation, as amended, and the Statements of Resolutions
            establishing the Company's 1982-A, 1982-B, 1982-C, 1982-D, 1983-A,
            1984-A, 1984-B, 1985-A, 1986-A, 1987-A, 1988-A, 1988-1, 1989-A,
            1989-1, 1989-2, 1990-1, 1991-1, 1991-2, 1992-1, and 1994-1 Series
            Convertible Preferred Stock and the Company's Series X Junior
            Participating Preferred Stock are incorporated herein by reference
            from the Company's Articles of Incorporation filed as Exhibit 3(a) to
            the Company's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1996.
  
  4.2       Articles II, V and VI of the Company's Bylaws were filed as Exhibit
            3(b) to the Company's Annual Report on Form 10-K for the fiscal year
            ended June 30, 1996, and are incorporated herein by reference.
  
  4.3(a)    Amended and Restated Rights Agreement between the Company and
            Ameritrust Company National Association was filed as Exhibit 1 to
            Item 7 of the Company's Current Report on Form 8-K, dated February
            28, 1989, and is incorporated herein by reference.
  
  
  
  
  
                                        -3-
  <PAGE>   4
  4.3(b)    Rights Agreement between the Company and Society National Bank, whose
            name has now been changed to KeyCorp Shareholder Services, Inc.,
            dated February 27, 1996, was filed as Exhibit 4.1 to Item 7 of the
            Company's Form 8-K dated April 12, 1996, and is incorporated herein
            by reference.
  
  4.4(a)    The First Mississippi Corporation 401-K Thrift Plan, as amended and
            restated on February 13, 1986 (the "Amended and Restated Plan"), was
            filed as Exhibit 4.3 to Post-Effective Amendment No. 2 to the
            Company's Registration Statement on Form S-8 (Registration No.
            2-93585) filed with the Commission on October 28, 1986, and is
            incorporated herein by reference.
  
  4.4(b)    Amendment No. 1, dated May 22, 1987, to the Company's Amended and
            Restated Plan was filed on May 29, 1987 as Exhibit 4.4 to
            Post-Effective Amendment No. 3 to the Company's Registration
            Statement on Form S-8 (Registration No. 2-93585), and is incorporated
            herein by reference.
  
  4.4(c)    Amendment No. 2, dated September 22, 1988, to the Company's Amended
            and Restated Plan was filed as Exhibit 4(e) to the Company's Annual
            Report on Form 10-K for the fiscal year ended June 30, 1988, and is
            incorporated herein by reference.
  
  4.4(d)    Amendment No. 3 dated November 14, 1991, to the Company's Amended and
            Restated Plan was filed as Exhibit 4(b) to Item 7 of the Company's
            Form 8-K dated November 14, 1991, and is incorporated herein by
            reference.
  
  4.4(e)    Amendment No. 4 dated May 12, 1992, to the Company's Amended and
            Restated Plan was filed as Exhibit 4(g) to the Company's Annual
            Report on Form 10-K for the fiscal year ended June 30, 1993, and is
            incorporated herein by reference.
  
  4.4(f)    The First Mississippi Corporation 401-K Savings Plan, as amended and
            restated effective July 1, 1989, was filed as Exhibit 4 to the
            Company's Form 8-K dated June 13, 1994, and is incorporated herein by
            reference.
  
  5.1       Determination letter, dated April 14, 1986, from the IRS regarding
            the First Mississippi Corporation 401-K Thrift Plan is incorporated
            herein by reference to Post-Effective Amendment No. 2 to the
            Company's Registration Statement on Form S-8 (Registration No.
            2-93585) filed with the Commission on October 28, 1986.
  
  5.2       Determination letter, dated December 17, 1987, from the IRS regarding
            the First Mississippi Corporation 401-K Thrift Plan is incorporated
            herein by reference to Exhibit5.4(b) to Post-Effective Amendment No.
            4 to the Company's Registration Statement on Form S-8 (Registration
            No. 33-24414) filed with the Commission on September 28, 1988.
  
  5.3       Determination letter dated April 24, 1996, from the IRS regarding the
            First Mississippi Corporation 401-K Savings Plan.
  
  
  
  
                                        -4-
  <PAGE>   5
  
  23.       Consent of KPMG Peat Marwick LLP.
  
  ITEM 9.   Undertakings
  
  (a)   The undersigned Registrant 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;
  
                    (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 registration statement is on Form S-3, Form S-8 or
              Form F3 and 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 Commission by the
              Registrant pursuant to Section 13 or Section 15(d) of the
              Securities Exchange Act of 1934 that are incorporated by reference
              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 Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing
        of the Registrant'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.
  
  
  
  
                                        -5-
  <PAGE>   6
  
  (h)   Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the Registrant pursuant to the foregoing provisions, or
        otherwise, the Registrant 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 Registrant of expenses incurred or paid by a
        director, officer or controlling person of the Registrant 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 Registrant 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 Registrant
  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 October 7, 1996.
  
                                          FIRST MISSISSIPPI CORPORATION
  
  
  
                                          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        October 7, 1996
  ------------------------            of Directors, Chief 
  J. Kelley Williams                  Executive Officer and 
                                      Director
  
  
  /s/ Thomas G. Tepas                 President and                October 7, 1996
  ------------------------            Chief Operating Officer
  Thomas G. Tepas                     
  
  
  /s/ R. Michael Summerford           Vice President and Chief     October 7, 1996
  ------------------------            Financial Officer
  R. Michael Summerford               (Principal Financial 
                                      Officer)
  
  
  /s/ Troy B. Browning                Controller                   October 7, 1996
  ------------------------            (Principal Accounting 
  Troy B. Browning                    Officer)
  
  
  /s/ Richard P. Anderson             Director                     October 7, 1996
  ------------------------
  Richard P. Anderson
  
  
  /s/ Paul A. Becker                  Director                     October 7, 1996
  ------------------------
  Paul A. Becker
  
  
  
  
                                        -7-
  <PAGE>   8
  
  /s/ James W. Crook                  Director                     October 7, 1996
  ------------------------
  James W. Crook
  
  
  /s/ James E. Fligg                  Director                     October 7, 1996
  ------------------------
  James E. Fligg
  
  
  /s/ Robert P. Guyton                Director                     October 7, 1996
  ------------------------
  Robert P. Guyton
  
  
  /s/ Charles P. Moreton              Director                     October 7, 1996
  ------------------------
  Charles P. Moreton
  
  
  /s/ Paul W. Murrill                 Director                     October 7, 1996
  ------------------------
  Paul W. Murrill
  
  
  /s/ William A. Percy, II            Director                     October 7, 1996
  ------------------------
  William A. Percy, II
  
  
  /s/ Leland R. Speed                 Director                     October 7, 1996
  ------------------------
  Leland R. Speed
  
  
  /s/ R. Gerald Turner                Director                     October 7, 1996
  ------------------------
  R. Gerald Turner
  
  
  
  
  
                                        -8-
  <PAGE>   9
                                 Index to Exhibits
  
  
  
  
  
      Exhibit No.                   Description
      -----------                   -----------
  
  
          5.3       Internal Revenue Service Determination Letter.
  
           23       Consent of KPMG Peat Marwick LLP.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20685}]
metadata_filer: {"company-data": {"conformed-name": "FIRST MISSISSIPPI CORP", "cik": "0000036537", "assigned-sic": "2870", "irs-number": "640354930", "state-of-incorporation": "MS", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13841", "film-number": "96641626"}, "business-address": {"street1": "700 NORTH ST/PO BOX 1249", "city": "JACKSON", "state": "MS", "zip": "39215", "phone": "6019487550"}, "mail-address": {"street2": "700 NORTH ST PO BOX 1249", "city": "JACKSON", "state": "MS", "zip": "39202"}}
text: 1
                                                         File No.33_-____________
  
     As filed with the Securities and Exchange Commission on October 10, 1996.
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ---------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                     ---------
  
                           FIRST MISSISSIPPI CORPORATION
                 (Exact name of issuer as specified in its charter)
  
             MISSISSIPPI                                        64-0354930
        (State of Incorporation)                       (I.R.S. Employer ID Number)
  
           700 NORTH STREET
         JACKSON, MISSISSIPPI                                     39202
  (Address of Principal Executive Offices)                      (Zip Code)
  
                           FIRST MISSISSIPPI CORPORATION
                                401(K) SAVINGS PLAN
                              (Full Title of the Plan)
  
                            JAMES L. MCARTHUR, SECRETARY
                           FIRST MISSISSIPPI CORPORATION
                                   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           100,000           $27.4375             $2,743,750          $831.44
  par value $1.00        shares(3)
  (1)  Previous Registration Statements have registered shares of First
       Mississippi Corporation ("First Mississippi") Common Stock offered under
       the First Mississippi Corporation 401(K) Savings Plan (the "Plan"), as
       well as interests in the Plan itself. This supplement Registration
       Statement is being filed to register additional shares of First
       Mississippi Common Stock that may be purchased under the Plan with
       employee and employer contributions. In addition, 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(i) under the Securities Act of 1933 and based on the average of the
       high and low sale prices of First Mississippi Common Stock on the New York
       Stock Exchange on October 8, 1996.
  (3)  Subject to anti-dilution increases permitted by Rule 416.
  2
  
                                      PART II
  
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   Incorporation of Documents by Reference
  
            The following documents filed with the Commission by First
            Mississippi Corporation ("the Company") are incorporated herein by
            reference: (1) the Company's Annual Report on Form 10-K for the year
            ended June 30, 1996, (2) Annual Report of the First Mississippi
            Corporation 401K Savings Plan ("the Plan") on Form 11-K for the Plan
            year ended June 30, 1995, (3) Current Report on Form 8-K, filed on
            September 9, 1996, and (4) the description of the Company's Common
            Stock contained in Item 1 of the Company's Registration Statement on
            Form 8-A filed on November 8, 1974, including any amendment or report
            filed for the purpose of updating such description.
  
  ITEM 4.   Description of Securities
  
            Not applicable.
  
  ITEM 5.   Interests of Named Experts and Counsel
  
            The consolidated financial statements of the Company and subsidiaries
            as of June 30, 1996 and 1995 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
            report, 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 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
  
            As permitted by Mississippi law, the stockholders of the Company, at
            the Annual Meeting of Stockholders on November 7, 1985, adopted a
            resolution providing for indemnification of officers, directors and
            employees. The 1985 resolution, which replaced a similar resolution
            adopted in 1970, generally clarifies and broadens the circumstances
            under which indemnity is provided by the Company, and extends
            indemnification beyond directors and officers, to employees. It
            specifies standards of conduct required to be met to qualify for
            indemnity and establishes procedures for determining whether these
            standards are met. These standards require that the person to be
            indemnified either: (a) be wholly successful, on the merits or
            otherwise, in any action or proceeding against such person or (b)
            otherwise establish that such person acted in good faith and in a
            manner such person reasonably believed to be in, or not
  
                                        -2-
  3
  
            opposed to, the best interests of the Company, and in the case of any
            criminal action or proceeding, had no reasonable cause to believe
            that the conduct was unlawful. Whether these standards are met will
            be determined by those directors or shareholders not involved in the
            matter at issue or by special legal counsel selected by the
            directors. In the case of any action or suit by or in the right of
            the Company, any person finally adjudged liable for gross negligence
            or willful misconduct in performing duties for the Company will not
            be entitled to indemnification unless a court determines that
            indemnification is proper under the circumstances. Advancement of
            expenses will be allowed upon receipt of an undertaking to repay
            should it ultimately be determined that an individual is not entitled
            to indemnity.
  
            The Company maintains officers and directors liability insurance
            against certain claims arising out of such persons' services to the
            Company. The Company has entered into Indemnification Agreements with
            certain of its officers and directors. These Indemnification
            Agreements provide for indemnification of such officers or directors
            in the circumstances and subject to the conditions set forth in the
            Company's 1985 resolution. The effect of the Indemnification
            Agreements is to add to the indemnification rights granted by the
            1985 resolution as currently in effect a contractual right to such
            indemnification which cannot be terminated or altered by amendment of
            the 1985 resolution.
  
  ITEM 7.   Exemption from Registration Claimed
  
            Not applicable.
  
  ITEM 8.   Exhibits
  
            In lieu of certain exhibit requirements the registrant undertakes
            that it 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       Articles IV, VIII, IX and X of the Company's Articles of
            Incorporation, as amended, and the Statements of Resolutions
            establishing the Company's 1982-A, 1982-B, 1982-C, 1982-D, 1983-A,
            1984-A, 1984-B, 1985-A, 1986-A, 1987-A, 1988-A, 1988-1, 1989-A,
            1989-1, 1989-2, 1990-1, 1991-1, 1991-2, 1992-1, and 1994-1 Series
            Convertible Preferred Stock and the Company's Series X Junior
            Participating Preferred Stock are incorporated herein by reference
            from the Company's Articles of Incorporation filed as Exhibit 3(a) to
            the Company's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1996.
  
  4.2       Articles II, V and VI of the Company's Bylaws were filed as Exhibit
            3(b) to the Company's Annual Report on Form 10-K for the fiscal year
            ended June 30, 1996, and are incorporated herein by reference.
  
  4.3(a)    Amended and Restated Rights Agreement between the Company and
            Ameritrust Company National Association was filed as Exhibit 1 to
            Item 7 of the Company's Current Report on Form 8-K, dated February
            28, 1989, and is incorporated herein by reference.
  
                                        -3-
  4
  4.3(b)    Rights Agreement between the Company and Society National Bank, whose
            name has now been changed to KeyCorp Shareholder Services, Inc.,
            dated February 27, 1996, was filed as Exhibit 4.1 to Item 7 of the
            Company's Form 8-K dated April 12, 1996, and is incorporated herein
            by reference.
  
  4.4(a)    The First Mississippi Corporation 401-K Thrift Plan, as amended and
            restated on February 13, 1986 (the "Amended and Restated Plan"), was
            filed as Exhibit 4.3 to Post-Effective Amendment No. 2 to the
            Company's Registration Statement on Form S-8 (Registration No.
            2-93585) filed with the Commission on October 28, 1986, and is
            incorporated herein by reference.
  
  4.4(b)    Amendment No. 1, dated May 22, 1987, to the Company's Amended and
            Restated Plan was filed on May 29, 1987 as Exhibit 4.4 to
            Post-Effective Amendment No. 3 to the Company's Registration
            Statement on Form S-8 (Registration No. 2-93585), and is incorporated
            herein by reference.
  
  4.4(c)    Amendment No. 2, dated September 22, 1988, to the Company's Amended
            and Restated Plan was filed as Exhibit 4(e) to the Company's Annual
            Report on Form 10-K for the fiscal year ended June 30, 1988, and is
            incorporated herein by reference.
  
  4.4(d)    Amendment No. 3 dated November 14, 1991, to the Company's Amended and
            Restated Plan was filed as Exhibit 4(b) to Item 7 of the Company's
            Form 8-K dated November 14, 1991, and is incorporated herein by
            reference.
  
  4.4(e)    Amendment No. 4 dated May 12, 1992, to the Company's Amended and
            Restated Plan was filed as Exhibit 4(g) to the Company's Annual
            Report on Form 10-K for the fiscal year ended June 30, 1993, and is
            incorporated herein by reference.
  
  4.4(f)    The First Mississippi Corporation 401-K Savings Plan, as amended and
            restated effective July 1, 1989, was filed as Exhibit 4 to the
            Company's Form 8-K dated June 13, 1994, and is incorporated herein by
            reference.
  
  5.1       Determination letter, dated April 14, 1986, from the IRS regarding
            the First Mississippi Corporation 401-K Thrift Plan is incorporated
            herein by reference to Post-Effective Amendment No. 2 to the
            Company's Registration Statement on Form S-8 (Registration No.
            2-93585) filed with the Commission on October 28, 1986.
  
  5.2       Determination letter, dated December 17, 1987, from the IRS regarding
            the First Mississippi Corporation 401-K Thrift Plan is incorporated
            herein by reference to Exhibit5.4(b) to Post-Effective Amendment No.
            4 to the Company's Registration Statement on Form S-8 (Registration
            No. 33-24414) filed with the Commission on September 28, 1988.
  
  5.3       Determination letter dated April 24, 1996, from the IRS regarding the
            First Mississippi Corporation 401-K Savings Plan.
  
                                        -4-
  5
  
  23.       Consent of KPMG Peat Marwick LLP.
  
  ITEM 9.   Undertakings
  
  (a)   The undersigned Registrant 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;
  
                    (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 registration statement is on Form S-3, Form S-8 or
              Form F3 and 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 Commission by the
              Registrant pursuant to Section 13 or Section 15(d) of the
              Securities Exchange Act of 1934 that are incorporated by reference
              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 Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing
        of the Registrant'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.
  
                                        -5-
  6
  
  (h)   Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the Registrant pursuant to the foregoing provisions, or
        otherwise, the Registrant 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 Registrant of expenses incurred or paid by a
        director, officer or controlling person of the Registrant 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 Registrant 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 Registrant
  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 October 7, 1996.
  
                                          FIRST MISSISSIPPI CORPORATION
  
                                          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        October 7, 1996
  ------------------------            of Directors, Chief 
  J. Kelley Williams                  Executive Officer and 
                                      Director
  
  /s/ Thomas G. Tepas                 President and                October 7, 1996
  ------------------------            Chief Operating Officer
  Thomas G. Tepas                     
  
  /s/ R. Michael Summerford           Vice President and Chief     October 7, 1996
  ------------------------            Financial Officer
  R. Michael Summerford               (Principal Financial 
                                      Officer)
  
  /s/ Troy B. Browning                Controller                   October 7, 1996
  ------------------------            (Principal Accounting 
  Troy B. Browning                    Officer)
  
  /s/ Richard P. Anderson             Director                     October 7, 1996
  ------------------------
  Richard P. Anderson
  
  /s/ Paul A. Becker                  Director                     October 7, 1996
  ------------------------
  Paul A. Becker
  
                                        -7-
  8
  
  /s/ James W. Crook                  Director                     October 7, 1996
  ------------------------
  James W. Crook
  
  /s/ James E. Fligg                  Director                     October 7, 1996
  ------------------------
  James E. Fligg
  
  /s/ Robert P. Guyton                Director                     October 7, 1996
  ------------------------
  Robert P. Guyton
  
  /s/ Charles P. Moreton              Director                     October 7, 1996
  ------------------------
  Charles P. Moreton
  
  /s/ Paul W. Murrill                 Director                     October 7, 1996
  ------------------------
  Paul W. Murrill
  
  /s/ William A. Percy, II            Director                     October 7, 1996
  ------------------------
  William A. Percy, II
  
  /s/ Leland R. Speed                 Director                     October 7, 1996
  ------------------------
  Leland R. Speed
  
  /s/ R. Gerald Turner                Director                     October 7, 1996
  ------------------------
  R. Gerald Turner
  
                                        -8-
  9
                                 Index to Exhibits
  
      Exhibit No.                   Description
      -----------                   -----------
  
          5.3       Internal Revenue Service Determination Letter.
  
           23       Consent of KPMG Peat Marwick LLP.