content: <PAGE>   1
  
    As filed with the Securities and Exchange Commission on September 30, 1996.
  
                                                              Registration No. 33-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                          MISSISSIPPI CHEMICAL CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
  
           MISSISSIPPI                                           64-0292638       
   -------------------------------                          -------------------
   (State or Other Jurisdiction of                           (I.R.S. Employer
    Incorporation or Organization)                          Identification No.)
  
                                    P.O. BOX 388
                           YAZOO CITY, MISSISSIPPI  39194
                                   (601) 746-4131
  
        (Address, including Zip Code,  and Telephone Number, including Area
                 Code, of Registrant's Principal Executive Offices)
  
                              --------------------
  
            EDDY POTASH, INC. 401(K) PLAN FOR BARGAINING UNIT EMPLOYEES
                                (Full Title of Plan) 
  
  
                              --------------------
  
               ROBERT E. JONES                                  COPY TO:
  SENIOR VICE PRESIDENT AND GENERAL COUNSEL              ALAN J. BOGDANOW, ESQ.
       MISSISSIPPI CHEMICAL CORPORATION                   HUGHES & LUCE, L.L.P.
                 P.O. BOX 388                         1717 MAIN STREET, SUITE 2800
        YAZOO CITY, MISSISSIPPI  39194                    DALLAS, TEXAS  75201
                (601) 746-4131                           
    (Name, Address, and Telephone Number,                
  including Area Code, of Agent for Service)             
  
                              --------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =========================================================================================================
                                                PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF EACH CLASS          AMOUNT            OFFERING PRICE           AGGREGATE              AMOUNT OF
     OF SECURITIES             TO BE               PER SHARE2          OFFERING PRICE2         REGISTRATION
   TO BE REGISTERED         REGISTERED1                                                             FEE
  - ---------------------------------------------------------------------------------------------------------
  <S>                          <C>                    <C>                <C>                         <C>
  Common Stock, $0.01
       par value
   (including Rights           50,000                 $22 5/8            $1,131,250                  $391
      to Purchase
   Preferred Stock3)
  =========================================================================================================
  </TABLE>
  
  (1) An indeterminate number of additional shares of Common Stock may be issued
      if the anti-dilution adjustment provisions of the plan become operative.
  (2) Estimated solely for the purpose of calculating the registration fee on the
      basis of the average of the high and low price paid per share of Common
      Stock, as reported on the Nasdaq National Market on September 24, 1996, in
      accordance with Rule 457(h) promulgated under the Securities Act of 1933,
      as amended.
  (3) Prior to the occurrence of certain events the Preferred Share Purchase
      Rights will not be traded separately from the Common Stock.
  (4) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
      statement also covers an indeterminate amount of plan interests to be
      offered or sold pursuant to the plan.
  
  <PAGE>   2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Mississippi Chemical Corporation (the
  "Registrant") and Eddy Potash, Inc. 401(k) Plan for Bargaining Unit Employees
  (the "Plan") are incorporated by reference in this Registration Statement:
  
           (a)     Annual Report on Form 10-K for the fiscal year ended June 30,
  1996, which contains audited financial statements of the Registrant for the
  Registrant's last completed fiscal year (the "1996 Form 10-K").
  
           (b)     All reports filed by the Registrant pursuant to Sections 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the 1996 Form 10-K.
  
           (c)     The description of the Registrant's common stock, par value
  $0.01 per share (the "Common Stock"), contained in the Registrant's
  Registration Statement on Form 8-A, dated September 23, 1996 (File Number
  1-22217), including any amendment or report filed for the purpose of updating
  such description.
  
           (d)     The description of the Registrant's Preferred Stock Purchase
  Rights contained in the Registrant's Registration Statement on Form 8-A, dated
  September 23, 1996 (File Number 1-12217), including any amendment or report
  filed for the purpose of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment to this Registration Statement which indicates that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents (such documents, and the documents enumerated
  above, being hereinafter referred to as "Incorporated Documents").
  
           Any statement contained in an Incorporated Document shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  Incorporated Document modifies or supersedes such statement.  Any statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  
  
  
                                        II-1
  <PAGE>   3
  
  
  
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Registrant's Articles of Incorporation contain provisions eliminating
  the personal liability of its directors for monetary damages resulting from
  breaches of their fiduciary duty to the extent permitted by the Mississippi
  Business Corporation Act.  Each director will continue to be subject to
  liability for the amount of financial benefit received by a director to which
  he or she is not entitled, for any intentional infliction of harm on the
  Registrant or its shareholders, for improper distributions to shareholders and
  for intentional violations of criminal law.  This provision does not affect a
  director's responsibilities under any other laws, such as the federal
  securities laws or state or federal environmental laws.
  
           Registrant has obtained a directors' and officers' liability and
  corporation reimbursement policy which (subject to certain limits and
  deductibles) (i) insures officers and directors of the Registrant against loss
  arising from certain claims made against them by reason of their being such
  directors or officers, and (ii) insures the Registrant against loss which it
  may be required or permitted to pay as indemnification due its directors for
  certain claims.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits on page II-6 of this Registration Statement, which Index is
  incorporated herein by reference. With respect to Item 601(b)(5) of Regulation
  S- K, the Registrant undertakes to submit the Plan and any amendment thereto to
  the Internal Revenue Service ("IRS") in a timely manner and will make all
  changes required by the IRS in order to qualify the Plan.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     The 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;
  
  
  
  
  
                                        II-2
  <PAGE>   4
  
  
  
  
                          (ii)      To reflect in the prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                         (iii)      To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act, each such post- effective amendment shall be
           deemed to be a new registration statement to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     The Registrant hereby undertakes that for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c)     Insofar as indemnification by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable.  In the event that a claim
  for indemnification by the Registrant 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 Securities Act and will be governed by the final adjudication
  of such issue.
  
  
  
  
  
                                        II-3
  <PAGE>   5
  
  
  
                                     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 Yazoo City, State of Mississippi, on September 30, 1996.
  
                                          MISSISSIPPI CHEMICAL CORPORATION
                                          
                                          
                                          By:  /s/ Charles O. Dunn              
                                               ---------------------------------
                                               Charles O. Dunn
                                               President, Chief Executive Officer
                                               and Director (Principal Executive
                                               Officer)
  
  
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Mississippi Chemical
  Corporation, hereby severally constitute and appoint Charles O. Dunn and Robert
  E. Jones, and each of them singly, our true and lawful attorneys with full
  power to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all amendments (including post-effective amendments) to
  the Registration Statement, and generally to do all things in our name and
  behalf in the capacities indicated below to enable Mississippi Chemical
  Corporation to comply with the provisions of the Securities Act of 1933, as
  amended, and all requirements to the Securities and Exchange Commission, hereby
  ratifying and confirming our signatures as they may be signed by our attorneys,
  or any of them, to said Registration Statement and any and all amendments
  thereto.
  
           Pursuant to the requirements of the Securities Act 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/ Charles O. Dunn                          President,               September 30, 1996
  - ------------------------------       Chief Executive Officer and                        
          Charles O. Dunn                      and Director             
                                      (Principal Executive Officer)     
                                                                        
  /s/ Timothy A. Dawson                   Vice President-Finance        September 30, 1996
  - ------------------------------     (Principal Financial Officer and                     
       Timothy A. Dawson              Principal Accounting Officer)     
  </TABLE>
  
  
  
  
  
                                        II-4
  <PAGE>   6
  
  
  
  
  <TABLE>
  <S>                                     <C>                           <C>
  /s/ Coley L. Bailey                        Chairman of the            September 30, 1996
  - ------------------------------            Board of Directors                            
          Coley L. Bailey                                               
                                                                        
  /s/ John Sharp Howie                    Vice Chairman of the          September 30, 1996
  - ------------------------------            Board and Director                            
         John Sharp Howie                                               
                                                                        
  /s/ John W. Anderson                           Director               September 30, 1996
  - ------------------------------                                                          
         John W. Anderson                                               
                                                                        
  /s/ Frank R. Burnside, Jr.                     Director               September 30, 1996
  - ------------------------------                                                          
      Frank R. Burnside, Jr.                                            
                                                                        
  /s/ Robert P. Dixon                            Director               September 30, 1996
  - ------------------------------                                                          
          Robert P. Dixon                                               
                                                                        
  /s/ W. R. Dyess                                Director               September 30, 1996
  - ------------------------------                                                          
            W. R. Dyess                                                 
                                                                        
  /s/ Woods E. Eastland                          Director               September 30, 1996
  - ------------------------------                                                          
         Woods E. Eastland                                              
                                                                        
  /s/ G. David Jobe                              Director               September 30, 1996
  - ------------------------------                                                          
           G. David Jobe                                                
                                                                        
  /s/ George Penick                              Director               September 30, 1996
  - ------------------------------                                                          
           George Penick                                                
                                                                        
  /s/ David M. Ratcliffe                         Director               September 30, 1996
  - ------------------------------                                                          
        David M. Ratcliffe                                              
                                                                        
  /s/ Wayne Thames                               Director               September 30, 1996
  - ------------------------------                                                          
           Wayne Thames                   
  </TABLE>
  
  
  
  
  
                                        II-5
  <PAGE>   7
  
  
  
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                                                    
  Exhibit Number                       Exhibit                     
  - --------------------------------------------------------------------------------
  <S>             <C>                                                   
   4.1(a)         Articles of Incorporation filed as Exhibit 3.1 to the
                  Registrant's Amendment No. 1 to Form S-1 Registration Statement
                  filed August 2, 1994, Commission File No. 33-53119, and
                  incorporated herein by reference                               
                  
   4.1(b)         Shareholders Rights Plan, filed as Exhibit 1 to the
                  Registrant's Registration Statement on Form 8-A filed September
                  23, 1996, Commission File No. 1-12217, and incorporated herein
                  by reference     
                  
   4.2            Bylaws of the Registrant filed as Exhibit 3.2 to the
                  Registrant's Amendment No. 1 to Form S-1 Registration Statement
                  filed August 2, 1994, Commission File No. 33-53119, and
                  incorporated herein by reference                              
                  
   4.3            Eddy Potash, Inc. 401(k) Plan for Bargaining Unit Employees   
                  
  23.1            Consent of Arthur Andersen LLP                        
  
  24.1            Power of Attorney (Contained at page II-4)            
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20772}]
metadata_filer: {"company-data": {"conformed-name": "MISSISSIPPI CHEMICAL CORP /MS/", "cik": "0000066895", "assigned-sic": "2870", "irs-number": "640292638", "state-of-incorporation": "MS", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13069", "film-number": "96637119"}, "business-address": {"street1": "HIGHWAY 49 EAST", "city": "YAZOO CITY", "state": "MS", "zip": "39194", "phone": "6017464131"}, "mail-address": {"street1": "P O BOX 388", "city": "YAZOO CITY", "state": "MS", "zip": "39194"}, "former-company": {"former-conformed-name": "MISSISSIPPI CHEMICAL CORP", "date-changed": "19920703"}}
text: 1
  
    As filed with the Securities and Exchange Commission on September 30, 1996.
  
                                                              Registration No. 33-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                          MISSISSIPPI CHEMICAL CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
           MISSISSIPPI                                           64-0292638       
   -------------------------------                          -------------------
   (State or Other Jurisdiction of                           (I.R.S. Employer
    Incorporation or Organization)                          Identification No.)
  
                                    P.O. BOX 388
                           YAZOO CITY, MISSISSIPPI  39194
                                   (601) 746-4131
  
        (Address, including Zip Code,  and Telephone Number, including Area
                 Code, of Registrant's Principal Executive Offices)
  
                              --------------------
  
            EDDY POTASH, INC. 401(K) PLAN FOR BARGAINING UNIT EMPLOYEES
                                (Full Title of Plan) 
  
                              --------------------
  
               ROBERT E. JONES                                  COPY TO:
  SENIOR VICE PRESIDENT AND GENERAL COUNSEL              ALAN J. BOGDANOW, ESQ.
       MISSISSIPPI CHEMICAL CORPORATION                   HUGHES & LUCE, L.L.P.
                 P.O. BOX 388                         1717 MAIN STREET, SUITE 2800
        YAZOO CITY, MISSISSIPPI  39194                    DALLAS, TEXAS  75201
                (601) 746-4131                           
    (Name, Address, and Telephone Number,                
  including Area Code, of Agent for Service)             
  
                              --------------------
  
                          CALCULATION OF REGISTRATION FEE
  =========================================================================================================
                                                PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF EACH CLASS          AMOUNT            OFFERING PRICE           AGGREGATE              AMOUNT OF
     OF SECURITIES             TO BE               PER SHARE2          OFFERING PRICE2         REGISTRATION
   TO BE REGISTERED         REGISTERED1                                                             FEE
  - ---------------------------------------------------------------------------------------------------------
  Common Stock, $0.01
       par value
   (including Rights           50,000                 $22 5/8            $1,131,250                  $391
      to Purchase
   Preferred Stock3)
  =========================================================================================================
  (1) An indeterminate number of additional shares of Common Stock may be issued
      if the anti-dilution adjustment provisions of the plan become operative.
  (2) Estimated solely for the purpose of calculating the registration fee on the
      basis of the average of the high and low price paid per share of Common
      Stock, as reported on the Nasdaq National Market on September 24, 1996, in
      accordance with Rule 457(h) promulgated under the Securities Act of 1933,
      as amended.
  (3) Prior to the occurrence of certain events the Preferred Share Purchase
      Rights will not be traded separately from the Common Stock.
  (4) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
      statement also covers an indeterminate amount of plan interests to be
      offered or sold pursuant to the plan.
  2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Mississippi Chemical Corporation (the
  "Registrant") and Eddy Potash, Inc. 401(k) Plan for Bargaining Unit Employees
  (the "Plan") are incorporated by reference in this Registration Statement:
  
           (a)     Annual Report on Form 10-K for the fiscal year ended June 30,
  1996, which contains audited financial statements of the Registrant for the
  Registrant's last completed fiscal year (the "1996 Form 10-K").
  
           (b)     All reports filed by the Registrant pursuant to Sections 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the 1996 Form 10-K.
  
           (c)     The description of the Registrant's common stock, par value
  $0.01 per share (the "Common Stock"), contained in the Registrant's
  Registration Statement on Form 8-A, dated September 23, 1996 (File Number
  1-22217), including any amendment or report filed for the purpose of updating
  such description.
  
           (d)     The description of the Registrant's Preferred Stock Purchase
  Rights contained in the Registrant's Registration Statement on Form 8-A, dated
  September 23, 1996 (File Number 1-12217), including any amendment or report
  filed for the purpose of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment to this Registration Statement which indicates that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents (such documents, and the documents enumerated
  above, being hereinafter referred to as "Incorporated Documents").
  
           Any statement contained in an Incorporated Document shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  Incorporated Document modifies or supersedes such statement.  Any statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                        II-1
  3
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Registrant's Articles of Incorporation contain provisions eliminating
  the personal liability of its directors for monetary damages resulting from
  breaches of their fiduciary duty to the extent permitted by the Mississippi
  Business Corporation Act.  Each director will continue to be subject to
  liability for the amount of financial benefit received by a director to which
  he or she is not entitled, for any intentional infliction of harm on the
  Registrant or its shareholders, for improper distributions to shareholders and
  for intentional violations of criminal law.  This provision does not affect a
  director's responsibilities under any other laws, such as the federal
  securities laws or state or federal environmental laws.
  
           Registrant has obtained a directors' and officers' liability and
  corporation reimbursement policy which (subject to certain limits and
  deductibles) (i) insures officers and directors of the Registrant against loss
  arising from certain claims made against them by reason of their being such
  directors or officers, and (ii) insures the Registrant against loss which it
  may be required or permitted to pay as indemnification due its directors for
  certain claims.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits on page II-6 of this Registration Statement, which Index is
  incorporated herein by reference. With respect to Item 601(b)(5) of Regulation
  S- K, the Registrant undertakes to submit the Plan and any amendment thereto to
  the Internal Revenue Service ("IRS") in a timely manner and will make all
  changes required by the IRS in order to qualify the Plan.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     The 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;
  
                                        II-2
  4
  
                          (ii)      To reflect in the prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                         (iii)      To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act, each such post- effective amendment shall be
           deemed to be a new registration statement to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     The Registrant hereby undertakes that for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c)     Insofar as indemnification by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable.  In the event that a claim
  for indemnification by the Registrant 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 Securities Act and will be governed by the final adjudication
  of such issue.
  
                                        II-3
  5
  
                                     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 Yazoo City, State of Mississippi, on September 30, 1996.
  
                                          MISSISSIPPI CHEMICAL CORPORATION
                                          
                                          
                                          By:  /s/ Charles O. Dunn              
                                               ---------------------------------
                                               Charles O. Dunn
                                               President, Chief Executive Officer
                                               and Director (Principal Executive
                                               Officer)
  
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Mississippi Chemical
  Corporation, hereby severally constitute and appoint Charles O. Dunn and Robert
  E. Jones, and each of them singly, our true and lawful attorneys with full
  power to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all amendments (including post-effective amendments) to
  the Registration Statement, and generally to do all things in our name and
  behalf in the capacities indicated below to enable Mississippi Chemical
  Corporation to comply with the provisions of the Securities Act of 1933, as
  amended, and all requirements to the Securities and Exchange Commission, hereby
  ratifying and confirming our signatures as they may be signed by our attorneys,
  or any of them, to said Registration Statement and any and all amendments
  thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  Signature                              Title                       Date
           ---------                              -----                       ----
  /s/ Charles O. Dunn                          President,               September 30, 1996
  - ------------------------------       Chief Executive Officer and                        
          Charles O. Dunn                      and Director             
                                      (Principal Executive Officer)     
                                                                        
  /s/ Timothy A. Dawson                   Vice President-Finance        September 30, 1996
  - ------------------------------     (Principal Financial Officer and                     
       Timothy A. Dawson              Principal Accounting Officer)
  II-4
  6
  /s/ Coley L. Bailey                        Chairman of the            September 30, 1996
  - ------------------------------            Board of Directors                            
          Coley L. Bailey                                               
                                                                        
  /s/ John Sharp Howie                    Vice Chairman of the          September 30, 1996
  - ------------------------------            Board and Director                            
         John Sharp Howie                                               
                                                                        
  /s/ John W. Anderson                           Director               September 30, 1996
  - ------------------------------                                                          
         John W. Anderson                                               
                                                                        
  /s/ Frank R. Burnside, Jr.                     Director               September 30, 1996
  - ------------------------------                                                          
      Frank R. Burnside, Jr.                                            
                                                                        
  /s/ Robert P. Dixon                            Director               September 30, 1996
  - ------------------------------                                                          
          Robert P. Dixon                                               
                                                                        
  /s/ W. R. Dyess                                Director               September 30, 1996
  - ------------------------------                                                          
            W. R. Dyess                                                 
                                                                        
  /s/ Woods E. Eastland                          Director               September 30, 1996
  - ------------------------------                                                          
         Woods E. Eastland                                              
                                                                        
  /s/ G. David Jobe                              Director               September 30, 1996
  - ------------------------------                                                          
           G. David Jobe                                                
                                                                        
  /s/ George Penick                              Director               September 30, 1996
  - ------------------------------                                                          
           George Penick                                                
                                                                        
  /s/ David M. Ratcliffe                         Director               September 30, 1996
  - ------------------------------                                                          
        David M. Ratcliffe                                              
                                                                        
  /s/ Wayne Thames                               Director               September 30, 1996
  - ------------------------------                                                          
           Wayne Thames
  II-5
  7
  
                                 INDEX TO EXHIBITS
  Exhibit Number                       Exhibit                     
  - --------------------------------------------------------------------------------
  4.1(a)         Articles of Incorporation filed as Exhibit 3.1 to the
                  Registrant's Amendment No. 1 to Form S-1 Registration Statement
                  filed August 2, 1994, Commission File No. 33-53119, and
                  incorporated herein by reference                               
                  
   4.1(b)         Shareholders Rights Plan, filed as Exhibit 1 to the
                  Registrant's Registration Statement on Form 8-A filed September
                  23, 1996, Commission File No. 1-12217, and incorporated herein
                  by reference     
                  
   4.2            Bylaws of the Registrant filed as Exhibit 3.2 to the
                  Registrant's Amendment No. 1 to Form S-1 Registration Statement
                  filed August 2, 1994, Commission File No. 33-53119, and
                  incorporated herein by reference                              
                  
   4.3            Eddy Potash, Inc. 401(k) Plan for Bargaining Unit Employees   
                  
  23.1            Consent of Arthur Andersen LLP                        
  
  24.1            Power of Attorney (Contained at page II-4)