content: <PAGE>   1
   File No. 333-_______, as filed with the Securities and Exchange Commission on
                                December ___, 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 (State of Incorporation)     64-0679456 (I.R.S. Employer ID Number)
  
   700 NORTH STREET, JACKSON, MISSISSIPPI                      39202
  (Address of Principal Executive Offices)                   (Zip Code)
  
                    CHEMFIRST INC. 1980 LONG-TERM INCENTIVE PLAN
                    CHEMFIRST INC. 1988 LONG-TERM INCENTIVE PLAN
                    CHEMFIRST INC. 1995 LONG-TERM INCENTIVE PLAN
                             (Full Title of the Plans)
  
                    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>
  -----------------------------------------------------------------------------------------------------------------------------------
                                              Amount to be      Proposed Maximum Offering Proposed Maximum           Amount of
  Title of Securities to be Registered        Registered (1)    Price Per Share (2)       Aggregate Offering Price   Registration Fee
  -----------------------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>               <C>                       <C>                        <C>
  Common Stock                                1,520,422 shares  issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1987-A Series Convertible Preferred Stock   30,000 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1988-A Series Convertible Preferred Stock   66,000 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1988-1 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-A Series Convertible Preferred Stock   16,500 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-1 Series Convertible Preferred Stock   45,000 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-2 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1990-1 Series Convertible Preferred Stock   52,367 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1990-2 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1991-1 Series Convertible Preferred Stock   4,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1991-2 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1992-1 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1987-A Convertible Subordinated Debentures  $433,125.00       100% of face amount       $433,125.00                131.25        
  -----------------------------------------------------------------------------------------------------------------------------------
  1988-A Convertible Subordinated Debentures  $1,051,875.00     100% of face amount       $1,051,875.00              318.75        
  -----------------------------------------------------------------------------------------------------------------------------------
  1988-1 Convertible Subordinated Debentures  $80,625.00        100% of face amount       $80,625.00                 24.43         
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-A Convertible Subordinated Debentures  $288,750.00       100% of face amount       $288,750.00                87.50         
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-1 Convertible Subordinated Debentures  $787,500.00       100% of face amount       $787,500.00                238.64        
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-2 Convertible Subordinated Debentures  $69,062.50        100% of face amount       $69,062.50                 20.93         
  -----------------------------------------------------------------------------------------------------------------------------------
  1990-1 Convertible Subordinated Debentures  $576,033.00       100% of face amount       $576,033.00                174.56        
  -----------------------------------------------------------------------------------------------------------------------------------
  1990-2 Convertible Subordinated Debentures  $46,875.00        100% of face amount       $46,875.00                 14.20         
  -----------------------------------------------------------------------------------------------------------------------------------
  1991-1 Convertible Subordinated Debentures  $39,250.00        100% of face amount       $39,250.00                 11.89         
  -----------------------------------------------------------------------------------------------------------------------------------
  1991-2 Convertible Subordinated Debentures  $46,562.50        100% of face amount       $46,562.50                 14.11         
  -----------------------------------------------------------------------------------------------------------------------------------
  1992-1 Convertible Subordinated Debentures  $39,062.50        100% of face amount       $39,062.50                 11.84         
  -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Total Fee       $1,048.10
  </TABLE>
  
  (1)  Subject to anti-dilution increases permitted by Rule 416.
  (2)  Estimated solely for calculation of the registration fee pursuant to Rule
       457(i).
  <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"), and (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). 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
  
                              The 1980 and 1988 Plans:
  
           See Item 3 for description of Common Stock (including any provision of
           the Company's Amended and Restated Articles of Incorporation or Bylaws
           having an effect on a change of control of the Registrant).
  
                                1980 Plan Debentures
  
       The Company has been assigned and has assumed all obligations under a
  total of three series of debentures for issuance pursuant to debenture options
  under the 1980 Plan, which have been designated as the Company's 1987-A Series
  Convertible Subordinated Debentures (the "1987-A Series Debentures"), 1988-A
  Series Convertible Subordinated Debentures (the "1988-A Series Debentures"),
  and the 1989-A Series Convertible Subordinated Debentures (the "1989-A Series
  Debentures"). These three debenture series will sometimes be referred to
  collectively as the "1980 Plan Debentures," and except as otherwise indicated,
  are subject to the same terms and conditions. They have been created for
  issuance pursuant to regular debenture options. The Company has authorized the
  issuance, pursuant to the exercise of debenture options, of an aggregate
  principal amount of $433,125 of 1987-A Series Debentures, $1,051,875 of 1988-A
  Series Debentures and $288,750 of 1989-A Series Debentures. Of these amounts,
  $255,000 of the 1988-A Series and $227,500 of the 1989-A Series has been
  purchased and is outstanding, but not yet converted.
  
       The 1987-A Series Debentures are governed by an Indenture dated as of
  August 10, 1987. The 1988-A Series Debentures are governed by an Indenture
  dated
  <PAGE>   3
  as of August 30, 1988. The 1989-A Series Debentures are governed by an
  Indenture dated as of August 22, 1989. These Indentures were amended by
  Supplemental Indentures dated November 14, 1991 and December 23, 1996. Pursuant
  to the Supplemental Indentures dated December 23, 1996, the Company assumed the
  obligations of First Mississippi Corporation (the "Predecessor Corporation") in
  connection with the Predecessor Corporation's distribution of all of the Common
  stock of the Company to the shareholders of the Predecessor Corporation (the
  Spin-off"). The Indentures are all between the Company and Deposit Guaranty
  National Bank, as Trustee (the "Trustee"), One Deposit Guaranty Plaza, Jackson,
  Mississippi 39201. The Trustee also serves as a registrar for the Company's
  Common Stock and engages in commercial banking transactions with the Company in
  the ordinary course of business.
  
       The three series of debentures created for issuance pursuant to debenture
  options under the 1980 Plan have the following maturity dates:
  
  <TABLE>
  <CAPTION>
                 Debenture Series                   Maturity Date
                 ----------------                   -------------
                    <S>                            <C>
                    1987-A                         August 9, 1997
                    1988-A                         August 29, 1998
                    1989-A                         August 21, 1999
  </TABLE>
  
       In certain circumstances described below, the 1980 Plan Debentures may be
  redeemed prior to their maturity date. The three debenture series will be
  subordinated generally to the Company's other indebtedness, except that they
  will rank equally with each other and any other series of debentures created
  for issuance under the Plans. Interest on the 1980 Plan Debentures will be
  payable semi-annually on January 1 and July 1 of each year.
  
       Subject to the conditions described herein, at any time more than six
  months after the date of grant of the applicable 1980 Plan Debenture Option and
  prior to the redemption or payment thereof, each 1980 Plan Debenture will be
  convertible into fully paid and non-assessable shares of the Company's
  Preferred Stock at a conversion price as set forth in the following table:
  
  <TABLE>
  <CAPTION>
                                    Convertible into    Conversion Price
       Debenture Series             Preferred Stock         Per Share   
       ----------------             ----------------    ----------------
           <S>                        <C>                   <C>
           1987-A                     1987-A Series         $ 8.9674
           1988-A                     1988-A Series           9.8991
           1989-A                     1989-A Series          10.8696
  </TABLE>
  
  The Board of Directors is authorized to determine the appropriate adjustments,
  if any, in the number of shares of Common Stock issuable upon conversion of the
  Preferred Stock in the event of any reclassification, recapitalization, merger,
  consolidation, reorganization, issuance of warrants, rights or debentures,
  stock dividend, stock split or reverse stock split, cash dividend, property
  dividend, including, without limitation, a distribution of the stock of a
  subsidiary,
  
                                         3
  
  <PAGE>   4
  
  combination or exchange of shares, repurchase of shares, or any other change of
  the Company's corporate structure, which in the judgment of the Board of
  Directors, materially affects the value of the Company's shares. Any such
  adjustments to the number of shares of Common Stock issuable upon conversion of
  the Preferred Stock would be subject to any required authorization of
  additional Common Stock for issuance upon conversion of the Preferred Stock.
  Each share of the Preferred Stock into which the 1980 Plan Debentures are
  convertible as described above was initially convertible into one share of
  Common Stock, is subject to adjustment into 1.61 shares of Common Stock by the
  Board of Directors of First Mississippi Corporation to reflect the distribution
  of Getchell Gold Common Stock (formerly, FirstMiss Gold Inc.) in 1995 and is
  subject to additional adjustment in certain events, including an adjustment due
  to the economic impact of the Spin-off. The adjustment for the Spin-off will be
  based on a formula which will be adopted by the Board of Directors of the
  Company in order to match the initial value of the Common stock issuable upon
  conversion to the value of the Common stock of FM that would have been issuable
  had the Spin-off not occurred. See also "Description of Convertible Preferred
  Stock."
  
  
                                1988 Plan Debentures
  
       The eight series of debentures created for issuance pursuant to debenture
  options under the 1988 Plan have been designated as the Company's 1988-1 Series
  Convertible Subordinated Debentures (the "1988-1 Series Debentures"), the
  Company's 1989-1 Series Convertible Subordinated Debentures (the "1989-1 Series
  Debentures"), the Company's 1989-2 Series Convertible Subordinated Debentures
  (the "1989-2 Series Debentures"), the Company's 1990-1 Series Convertible
  Subordinated Debentures (the "1990-1 Series Debentures"), the Company's 1990-2
  Series Convertible Subordinated Debentures (the "1990-2 Series Debentures"),
  the Company's 1991-1 Series Convertible Subordinated Debentures (the "1991-1
  Series Debentures"), the Company's 1991-2 Series Convertible Subordinated
  Debentures (the "1991-2 Series Debentures"), and the Company's 1992-1 Series
  Convertible Subordinated Debentures (the "1992-1 Series Debentures"). The
  1988-1 Series Debentures, the 1989-1 Series Debentures, the 1989-2 Series
  Debentures, the 1990-1 Series Debentures, the 1990-2 Series Debentures, the
  1991-1 Series Debentures, the 1991-2 Series Debentures, and the 1992-1 Series
  Debentures are hereinafter referred to collectively as the "1988 Plan
  Debentures." The Company has authorized the issuance, pursuant to the exercise
  of debenture options, of an aggregate principal amount of $80,625 of 1988-1
  Series Debentures, $787,500 of 1989-1 Series Debentures, $69,062.50 of 1989-2
  Series Debentures, $576,033 of 1990-1 Series Debentures, $46,875 of 1990-2
  Series Debentures, $39,250 of 1991-1 Series Debentures, $ 46,562.50 of 1991-2
  Series Debentures, and $39,062.50 of 1992-1 Series Debentures. Of these
  amounts, $81,033 of the 1990-1 Series has been purchased and is outstanding,
  but not yet converted.
  
       The 1988-1 Series Debentures are governed by an Indenture dated as of
  November 29, 1988, the 1989-1 Series Debentures are governed by an Indenture
  dated as of August 22, 1989, the 1989-2 Series Debentures are governed by an
  Indenture dated as of November 10, 1989, the 1990-1 Series Debentures are
  governed by an Indenture dated as of August 27, 1990, the 1990-2 Series
  Debentures are governed by an Indenture dated as of November 9, 1990, the
  1991-1 Series
  
  
                                         4
  <PAGE>   5
  
  Debentures are governed by an Indenture dated as of August 27, 1991, the 1991-2
  Series Debentures are governed by an Indenture dated as of November 15, 1991,
  and the 1992-1 Series Debentures are governed by an Indenture dated as of
  November 13, 1992, all between the Company and Deposit Guaranty National Bank,
  as Trustee (the "Trustee"), One Deposit Guaranty Plaza, Jackson, Mississippi
  39201. In addition, the Trustee serves as a registrar for the Company's Common
  Stock and engages in commercial banking transactions with the Company in the
  ordinary course of business. The 1988-1 Indenture, 1989-1 Indenture, 1989-2
  Indenture, 1990-1 Indenture, 1990-2 Indenture and 1991-1 Indenture were amended
  by Supplemental Indentures dated November 14, 1991 and December 23, 1996.
  Pursuant to the Supplemental Indentures dated December 23, 1996, the Company
  assumed the obligations of First Mississippi Corporation (the "Predecessor
  Corporation") in connection with the Predecessor Corporation's distribution of
  all of the Common stock of the Company to the shareholders of the Predecessor
  Corporation (the Spin-off").
  
  
  <TABLE>
  <CAPTION>
                Debenture Series               Maturity Date
                ----------------               -------------
                <S>                            <C>
                1988-1                         November 28, 1998
                1989-1                         August 21, 1999
                1989-2                         November 9, 1999
                1990-1                         August 26, 2000
                1990-2                         November 8, 2000
                1991-1                         August 26, 2001
                1991-2                         November 14, 2001
                1992-1                         November 12, 2002
  </TABLE>
  
  
  
  In certain circumstances described below, the 1988 Plan Debentures may be
  redeemed prior to their due date. The 1988-1, 1989-1, 1989-2, 1990-1, 1990-2,
  1991-1, 1991-2, and 1992-1 Series Debentures will be subordinated generally to
  the Company's other indebtedness, except that they will rank equally with each
  other and any other series of debentures created for issuance under the 1988.
  Interest on the 1988 Plan Debentures will be payable semiannually on January 1
  and July 1 of each year.
  
       Subject to the conditions described herein, at any time more than six
  months after the date of grant of the applicable 1988 Plan Debenture Option and
  prior to the redemption or payment thereof, the 1988-1 Series Debentures will
  be convertible at the Conversion Price of $10.0155 per share into fully paid
  and non-assessable 1988-1 Series Convertible Preferred Stock, the 1989-1 Series
  Debentures will be convertible at the Conversion Price of $10.8696 per share
  into fully paid and non-assessable 1989-1 Series Convertible Preferred Stock,
  the 1989-2 Series Debentures will be convertible at the Conversion Price of
  $8.5792 per share into fully paid and non-assessable 1989-2 Series Convertible
  Preferred Stock, the 1990-1 Series Debentures will be convertible at the
  Conversion Price of $6.8323 per share into fully paid and non-assessable 1990-1
  Series Convertible Preferred Stock, the 1990-2 Series Debentures will be
  convertible at
  
  
                                         5
  <PAGE>   6
  
  the Conversion Price of $5.8230 per share into fully paid and non-assessable
  1990-2 Series Convertible Preferred Stock, the 1991-1 Series Debentures will be
  convertible at the Conversion Price of $6.0947 per share into fully paid and
  non-assessable 1991-1 Series Convertible Preferred Stock, the 1991-2 Series
  Debentures will be convertible at the Conversion Price of $5.7842 per share
  into fully paid and non-assessable 1991-2 Series Convertible Preferred Stock,
  and the 1992-1 Series Debentures will be convertible at the Conversion Price of
  $4.8525 per share into fully paid and non-assessable 1992-1 Series Convertible
  Preferred Stock. The Board of Directors is authorized to determine the
  appropriate adjustments, if any, in the number of shares of Common Stock
  issuable upon conversion of the Preferred Stock in the event of any
  reclassification, recapitalization, merger, consolidation, reorganization,
  issuance of warrants, rights or debentures, stock dividend, stock split or
  reverse stock split, cash dividend, property dividend, including, without
  limitation, a distribution of the stock of a subsidiary, combination or
  exchange of shares, repurchase of shares, or any other change of the Company's
  corporate structure, which in the judgment of the Board of Directors,
  materially affects the value of the Company's shares. Any such adjustments to
  the number of shares of Common Stock issuable upon conversion of the Preferred
  Stock would be subject to any required authorization of additional shares of
  Common Stock for issuance upon conversion of the Preferred Stock. Each share of
  the Preferred Stock was initially convertible into one share of Common Stock,
  is subject to adjustment into 1.61 shares of Common Stock by the Board of
  Directors of First Mississippi Corporation to reflect the distribution of
  Getchell Gold Common Stock (formerly, FirstMiss Gold Inc.) in 1995 and is
  subject to adjustment in certain events, including an adjustment due to the
  economic impact of the Spin-off. The adjustment for the Spin-off will be based
  on a formula which will be adopted by the Board of Directors of the Company in
  order to match the initial value of the Common stock issuable upon conversion
  to the value of the Common stock of FM that would have been issuable had the
  Spin-off not occurred. See also "Description of Convertible Preferred Stock."
  
               Provisions Applicable to Both the 1980 Plan Debentures
                            and the 1988 Plan Debentures
  
       The 1980 Plan Debentures and the 1988 Plan Debentures are hereinafter
  referred to collectively as the "Debentures." The following paragraphs discuss
  provisions applicable to Debentures issued under either Plan. The Debentures
  will bear interest at a floating rate of 1% less than the rate publicly
  announced as its prime rate by Deposit Guaranty National Bank in Jackson,
  Mississippi, but not more than the maximum legal rate permitted under the law.
  Mississippi usury law permits interest at 15% on Debentures with a principal
  amount exceeding $2,500 and 10% on Debentures in smaller amounts. Also, a
  provision of the Mississippi law permits interest on Debentures in any
  principal amounts at 5% above the Federal Reserve Bank's discount rate (4.75%
  at December 30, 1994). There is no usury limit on Debentures issued between
  July 1, 1986 and June 30, 1987 with a principal amount exceeding $125,000.
  There is no usury limit on Debentures issued between July 1, 1987 and June 30,
  1988 with a principal amount exceeding $75,000. There is no usury limit on
  Debentures issued from and after July 1, 1988 with a principal amount exceeding
  $25,000. The Company expects that the formula interest rate of the Debentures
  will remain in compliance with the applicable usury rate, particularly in the
  case of Debentures in amounts exceeding $2,500, because of the usury ceilings
  
                                         6
  <PAGE>   7
  
  applicable to Deposit Guaranty National Bank in establishing its prime rate.
  The Company also believes that there is a sound legal basis for not treating
  the right to convert the Debentures into Common Stock as constituting
  additional interest for purposes of the Mississippi usury law. Accordingly, the
  Company intends to treat the conversion right as not being interest subject to
  the Mississippi usury law.
  
       A participant generally may not sell, assign, transfer, pledge or
  otherwise hypothecate a Debenture except by will or intestate succession. With
  the Company's consent, however, participants may pledge Debentures as security
  for loans which will provide all or a part of the financing necessary to
  purchase the Debentures. If a participant makes a permitted pledge of a
  Debenture, the conversion privilege will not be exercisable during such time as
  the Debenture is pledged. Upon notice from the participant and the lender to
  which the Debenture was pledged that the Debenture has been released from the
  pledge, the conversion privilege will again be exercisable. If a participant
  sells, assigns, transfers, pledges or otherwise hypothecates a Debenture in a
  manner not permitted under the Indenture or if a party forecloses on a
  permitted pledge, the conversion right will permanently cease to exist. Should
  the conversion right of a Debenture so terminate, the Company has the option,
  but not the obligation, to prepay that Debenture.
  
       Debentures may be converted in whole or in part but no partial conversion
  will be permitted if, following conversion, the remaining principal amount of
  the Debenture would be less than $1,000. Shares of Series Stock will be issued
  upon conversion of Debentures in whole shares only. If more than one Debenture
  of the same series is surrendered for conversion at one time by the same
  holder, the number of whole shares issuable upon conversion will be computed
  upon the basis of the aggregate principal amount of such Debentures (or
  portions thereof specified for conversion) so surrendered. Any fractional
  interest in a share otherwise deliverable upon conversion will be settled by
  payment in the form of a check or cash equal to the product obtained by
  multiplying the applicable Conversion Price per share times such fractional
  interest.
  
       The Company may redeem all or any part of the 1987-A, 1988-A, 1989-A,
  1989-1, 1990-1, 1991-1 or 1992-1 Series Debentures on any January 1 or July 1
  upon mailing a notice of redemption not less than 12 nor more than 18 months
  prior to the date fixed for such redemption to the holders of the Debentures to
  be redeemed at their last registered addresses. Except as provided below, if
  only a part of the 1987-A, 1988-A, 1989-A, 1989-1, 1990-1, 1991-1 or 1992-1
  Series Debentures are redeemed, the Company will specify the amount to be
  redeemed, and the Trustee will select the particular Debentures to be redeemed,
  using a method the Trustee deems fair and appropriate, which may provide for
  the selection for redemption of portions of the principal amount of such
  Debentures. If a holder of a 1987-A, 1988-A, 1989-A, 1989-1, 1990-1, 1991-1 or
  1992-1 Series Debenture is not employed by an Eligible Employer, the Company
  may designate for redemption any of such series of Debentures owned by such
  person, regardless of whether the Company redeems any other of such series of
  Debentures at the same time. If the Company calls for redemption the 1987-A,
  1988-A, 1989-A, 1989-1, 1990-1, 1991-1 or 1992-1 Series Debentures issued
  pursuant to the 1988 Plan, the Company may also redeem all of the 1988-1,
  1989-2, 1990-2, 1991-2, and 1992-1 Series Debentures held by Outside Directors
  on any January 1 or July 1 upon mailing a notice of redemption not less than 12
  nor more than 18
  
  
                                         7
  <PAGE>   8
  
  months prior to the date fixed for such redemption to the holders of the 1988
  Plan Debentures to be redeemed at their last registered addresses. Each
  Debenture is redeemable for its principal amount together with accrued interest
  to the date fixed for redemption. Purchasers may convert their Debentures at
  any time prior to the close of business on the redemption date, subject to the
  limitations on conversion privileges described above. A holder may redeem a
  Debenture at its principal amount plus accrued interest on any January 1 or
  July 1 more than one year after issuance of the Debenture.
  
       In the event that the Company enters into certain merger transactions,
  becomes a party to a consolidation, or transfers all or substantially all of
  its assets to another company, a supplemental Indenture will be executed to
  provide that the holder of each Debenture then outstanding may convert such
  Debenture into the kind and amount of shares of stock, cash or property
  receivable upon the merger, consolidation, or transfer by a holder of the
  number of shares of the applicable series of the Company's Convertible
  Preferred Stock issuable upon conversion of such Debenture if such shares of
  Preferred Stock had been outstanding immediately prior to such merger,
  consolidation or transfer.
  
       Each Indenture under the 1988 Plan and under the 1980 Plan may be amended
  to modify the rights of holders of the respective series of Debentures covered
  thereby or otherwise modify the terms of such Indenture with the consent of the
  Company, the Trustee and the holders of not less than 66 2/3% in aggregate
  principal amount of the respective series of Debentures covered thereby, except
  that the maturity date, the rate and time of payment for interest, the
  conversion rights and certain other specified terms may not be modified without
  the consent of all affected holders of the respective series of Debentures
  covered thereby.
  
       Each Indenture defines an "Event of Default" as: (a) any default in the
  payment of interest which continues for 30 days after the due date; (b) any
  default in the payment of principal when due on the Debentures covered thereby;
  (c) failure by the Company to observe or perform any of its other covenants and
  agreements in the Debentures covered thereby or in such Indenture which
  continues for 60 days after specific written notice of such failure has been
  given to the Company by the Trustee or to the Company and the Trustee by
  holders of at least 25% in principal amount of the Debentures covered thereby;
  (d) certain events of default that cause other indebtedness of the Company to
  be accelerated and which are not cured or otherwise remedied within specified
  times; and (e) certain events of bankruptcy of the Company. Upon the happening
  and during the continuance of an Event of Default, the Trustee or the holders
  of at least 25% in aggregate principal amount of the Debentures covered thereby
  may declare the principal and accrued interest on all Debentures covered
  thereby to be due and payable immediately. The holders of a majority in
  aggregate principal amount of the outstanding Debentures of the series so
  affected will have the right to direct the time, method and place of conducting
  any proceeding or any remedy available to the Trustee, or exercising any trust
  or power conferred on the Trustee, but the Trustee, subject to its obligation
  to exercise such of the rights and powers vested in it by each Indenture and to
  use the same degree of care and skill in their exercise or use as a prudent man
  would exercise or use under the circumstances in the conduct of his own
  affairs, may decline to follow any such direction if the Trustee in good faith
  determines that the proceedings so directed would involve it in a personal
  liability or be in
  
  
                                         8
  <PAGE>   9
  
  conflict with any law or provision of such Indenture. The Company is required
  by each Indenture to deliver annually to the Trustee a certificate from
  appropriate officers certifying that, to the best of their knowledge, the
  Company has satisfied all of its obligations under such Indenture during the
  preceding fiscal year.
  
       In the event of any insolvency or bankruptcy proceedings, and any
  receivership, liquidation, reorganization, or other similar proceedings in
  connection therewith, relative to the Company or to its creditors, as such, or
  to its property, and in the event of any proceedings for voluntary liquidation,
  dissolution, or other winding up of the Company, whether or not involving
  insolvency or bankruptcy, or in the event that any Debenture is declared due
  and payable before its expressed maturity for any reason, then the holders of
  Senior Indebtedness (as defined below) then outstanding shall be entitled to
  receive payment in full of all such Senior Indebtedness before the holders of
  the Debentures are entitled to receive any payment on account of principal or
  interest upon the Debentures.
  
       No payment of principal or interest will be made on the Debentures during
  any period that any Senior Indebtedness has matured and has not been paid in
  full, refunded or replaced by new indebtedness.
  
       Senior Indebtedness is defined in each Indenture as the principal and
  unpaid interest on (a) indebtedness for money borrowed (other than the
  Debentures) for the payment of which the Company is responsible or liable,
  whether outstanding on the date of execution of such Indenture or thereafter
  created, incurred, assumed, or guaranteed, unless the instrument creating or
  evidencing the same or pursuant to which the same is created provides that such
  indebtedness is not superior in right of payment to the Debentures, and (b)
  renewals, extensions, and deferrals of any such indebtedness. The Indentures do
  not contain any limitations on the amount of Senior Indebtedness which may be
  hereafter incurred by the Company. At December 23, 1996, the Company had
  outstanding or guaranteed approximately $3,143,097 of indebtedness which would
  constitute Senior Indebtedness under the Indentures.
  
       By reason of such subordination, in the event of the Company's insolvency,
  certain general creditors of the Company may recover more ratably than holders
  of the Debentures.
  
  
                     Description of Convertible Preferred Stock
  
       The Company is authorized to issue up to 20,000,000 shares of Preferred
  Stock in one or more series (the "Preferred Stock"), and the Board is
  authorized to determine the form, class, series and amounts in which the
  Preferred Stock shall be issued; the price or prices (not less than par) at
  which such stock shall be sold; the dividend rights, conversion rates,
  conversion prices, par value, voting privileges, redemption prices, maturity
  dates, and any other terms and conditions relative to the issuance of the
  Preferred Stock. Pursuant to this authority, the Board has established the
  1987-A, 1988-A, 1988-1, 1989-A, 1989-1, 1989-2, 1990-1, 1990-2, 1991-1, 1991-2,
  and 1992-1 Series Convertible Preferred Stock for issuance in connection with
  the Plans,
  
  
                                         9
  <PAGE>   10
  
  and has authorized the issuance of up to the following amount of such Preferred
  Stock upon conversion of the respective Series Debentures:
  
  <TABLE>
  <CAPTION>
                    Preferred Stock Series         Number of Shares
                    ----------------------         ----------------
                             <S>                        <C>
                             1987-A                     30,000
                             1988-A                     66,000
                             1988-1                      5,000
                             1989-A                     16,500
                             1989-1                     45,000
                             1989-2                      5,000
                             1990-1                     52,367
                             1990-2                      5,000
                             1991-1                      4,000
                             1991-2                      5,000
                             1992-1                      5,000
  </TABLE>
  
       The 1987-A, 1988-A, 1988-1, 1989-A, 1989-1, 1989-2, 1990-1, 1990-2,
  1991-1, 1991-2, and 1992-1 Series Convertible Preferred Stock (sometimes
  referred to collectively as the "Series Stock") each has a par value of $1.00
  per share and is entitled to a quarterly non-cumulative preferential dividend
  of $.05 per share, payable quarterly. Each share of Series Stock will be
  convertible immediately into one share of the Company's Common Stock, subject
  to adjustment in certain events, including an adjustment due to the economic
  impact of the Spin-off. The adjustment for the Spin-off will be based on a
  formula which will be adopted by the Board of Directors of the Company in order
  to match the initial value of the Common stock issuable upon conversion to the
  value of the Common stock of FM that would have been issuable had the Spin-off
  not occurred. The Board of Directors is authorized to determine the appropriate
  adjustments, if any, to the number of shares of the Company's Common Stock
  issuable upon conversion of the Series Stock in the event of a
  reclassification, recapitalization, merger, consolidation, reorganization,
  issuance of warrants, rights or debentures, stock dividend, stock split or
  reverse stock split, cash dividend, property dividend, including, without
  limitation, a distribution of the stock of a subsidiary, combination or
  exchange of shares, repurchase of shares, or any other change of the Company's
  corporate structure, which, in the judgment of the Board of Directors
  materially affects the value of the Company's shares subsequent to the grant of
  a regular debenture option or subsequent to the conversion of a stock option
  into a special debenture option.
  
       The Company will not issue fractional shares of Common Stock upon
  conversion of Series Stock. In lieu of such fractions, the Company will pay to
  the holder of Series Stock requesting conversion an amount in cash equal to the
  market value of such fraction at the time of such conversion, as determined by
  the Board.
  
       Any or all of the Series Stock outstanding at any time may be redeemed at
  the option of the Company in whole or in part at any time upon not less than 20
  nor more than 60 days notice to the record holders at their last addresses as
  shown in the stock transfer records of the Company. The conversion right with
  respect to any shares called for redemption will be lost
  
  
                                         10
  <PAGE>   11
  
  unless exercised no later than the day fixed for redemption. The redemption
  price per share (the "Redemption Price") for Series Stock will be as follows
  (plus in each case accrued and unpaid dividends per share on the respective
  series of stock to the date of redemption):
  
  <TABLE>
  <CAPTION>
                                                   Redemption
                Series Stock                       Price Per Share
                ------------                       ---------------
                <S>                                <C>
                1987-A                             $ 8.9674
                1988-A                               9.8991
                1988-1                              10.0155
                1989-A                              10.8696
                1989-1                              10.8696
                1989-2                               8.5792
                1990-1                               6.8323
                1990-2                               5.8230
                1991-1                               6.0947
                1991-2                               5.7842
                1992-1                               4.8525
  </TABLE>
  
  
       Under the Mississippi Business Corporation Act, no redemption could be
  made if the Company were insolvent or would be rendered insolvent by such
  redemption or if such redemption would reduce the Company's net assets below
  the aggregate amount payable to holders of shares having prior or equal rights
  to the Company's assets upon involuntary dissolution.
  
       Upon any voluntary or involuntary liquidation or dissolution of the
  Company, the holders of the Series Stock will be entitled to a liquidation
  preference equal to the Redemption Price for the appropriate series as set
  forth above, plus any declared but unpaid dividends on the respective series of
  stock, before any distribution of assets may be made to the holders of Common
  Stock or other shares junior to the Series Stock. After the holders of the
  Series Stock have received such amount, they may not participate in any
  remaining assets and surplus funds of the Company. If the amounts which holders
  of the Series Stock and any other series of Preferred Stock ranking equally as
  to distribution of assets are entitled to receive in any voluntary or
  involuntary liquidation or dissolution are not paid in full, the shares of
  Series Stock and such other series of Preferred Stock will share ratably in any
  distribution of assets in accordance with the amounts which would be payable on
  such distribution if all amounts to which the holders of each such series are
  entitled are paid in full.
  
       Additional series of Preferred Stock may be created and shares thereof may
  be issued by the Company without any approval or action by the holders of the
  Series Stock being necessary, and such additional series of stock may rank
  equally with the Series Stock as to distribution of the Company's assets in the
  event of liquidation or dissolution.
  
  
  
                                         11
  <PAGE>   12
  
       The holders of shares of Series Stock will not be entitled to vote except
  in certain circumstances as provided by the Mississippi Business Corporation
  Act. Holders of Series Stock do not have preemptive rights.
  
                                     1995 Plan:
  
       Item 4 is not applicable to the 1995 Plan. See Item 3 for description of
  Common Stock (including any provision of the Company's Amended and Restated
  Articles of Incorporation or Bylaws having an effect on a change of control of
  the Registrant).
  
  
  ITEM 5.  Interests of Named Experts and Counsel
  
           Legal matters, other than those relating to tax consequences, in
           connection with the securities covered by this Registration Statement
           have been passed upon by J. Steve Chustz, General Counsel of the
           Company. Mr. Chustz also serves as General Counsel for various
           subsidiaries of the Company. As of December 11, 1996, Mr. Chustz
           beneficially owned 32,772 shares of the Company's Common Stock which
           includes 31,501 shares of the Company's Common Stock which Mr. Chustz
           has the right to acquire through the exercise of Non-Qualified Stock
           Options.
  
           The consolidated financial statements and financial statement
           schedules 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 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 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"),
           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
  
  
                                         12
  <PAGE>   13
  
           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
           Registrant.
  
           The foregoing represents a summary of the general effect of the MBCA,
           the Company's Amended and Restated Articles of Incorporation and
           Bylaws and directors' and officers' liability insurance coverage for
           purposes of general description only.
  
  ITEM 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  
  
  
                                         13
  <PAGE>   14
  
  ITEM 8.  Exhibits
  
  
           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   ChemFirst Inc. 1995 Long-Term Incentive Plan.
  
           4.5   ChemFirst Inc. 1988 Long-Term Incentive Plan.
  
           4.6   ChemFirst Inc. 1980 Long-Term Incentive Plan.
  
           4.7   Indentures in the form of that Indenture dated November 14, 1994
                 have been entered into with regard to all series of Debentures 
                 registered under this Registration Statement.
  
           4.8   Supplemental Indentures in the form of that Supplemental
                 Indenture dated December 23, 1996 were entered into with 
                 regard to all series of Debentures registered under this 
                 Registration Statement.
  
           5.1   Opinion of J. Steve Chustz as to legality of securities being
                 registered.
  
           23.1  Consent of J. Steve Chustz is contained within the opinion of
                 counsel filed as Exhibit 5.1.
  
           23.2  Consent of KPMG Peat Marwick LLP.
  
           25.1  Statement of Eligibility of Trustee
  
  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;
  
  
  
                                         14
  <PAGE>   15
  
           (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, 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.
  
           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.
  
  (c)  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
  
  
                                         15
  <PAGE>   16
  
       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.
  
  
  
                                         16
  <PAGE>   17
                                     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 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
  -------------------------  Financial Officer              
  R. Michael Summerford      (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
  
  
  <PAGE>   18
  
  /s/ James W. Crook         Director                           December 23, 1996
  -------------------------
  James W. Crook
  
  /s/ Michael J. Ferris      Director                           December 23, 1996
  -------------------------
  Michael J. Ferris
  
  /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
  
  
  
  
  
  <PAGE>   19
                                 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            ChemFirst Inc. 1995 Long-Term Incentive Plan
  
       4.5            ChemFirst, Inc. 1988 Long-Term Incentive Plan.
  
       4.6            ChemFirst, Inc. 1980 Long-Term Incentive Plan.
  
       4.7            Indentures in the form of that Indenture dated November 14,
                      1994 have been entered into with regard to all series of 
                      Debentures registered under this Registration Statement.
  
       4.8            Supplemental Indentures in the form of that Supplemental
                      Indenture dated December 23, 1996 were entered into with
                      regard to all series of Debentures registered under this 
                      Registration Statement.
  
       5.1            Opinion of J. Steve Chustz as to legality of securities
                      being registered.
  
       23.1           Consent of J. Steve Chustz is contained within the opinion
                      of counsel filed as Exhibit 5.1.
  
       23.2           Consent of KPMG Peat Marwick LLP.
  
       25.1           Statement of Eligibility of Trustee
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 61288}]
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": "333-18693", "film-number": "96685482"}, "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 ___, 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 (State of Incorporation)     64-0679456 (I.R.S. Employer ID Number)
  
   700 NORTH STREET, JACKSON, MISSISSIPPI                      39202
  (Address of Principal Executive Offices)                   (Zip Code)
  
                    CHEMFIRST INC. 1980 LONG-TERM INCENTIVE PLAN
                    CHEMFIRST INC. 1988 LONG-TERM INCENTIVE PLAN
                    CHEMFIRST INC. 1995 LONG-TERM INCENTIVE PLAN
                             (Full Title of the Plans)
  
                    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
  -----------------------------------------------------------------------------------------------------------------------------------
                                              Amount to be      Proposed Maximum Offering Proposed Maximum           Amount of
  Title of Securities to be Registered        Registered (1)    Price Per Share (2)       Aggregate Offering Price   Registration Fee
  -----------------------------------------------------------------------------------------------------------------------------------
  Common Stock                                1,520,422 shares  issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1987-A Series Convertible Preferred Stock   30,000 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1988-A Series Convertible Preferred Stock   66,000 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1988-1 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-A Series Convertible Preferred Stock   16,500 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-1 Series Convertible Preferred Stock   45,000 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-2 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1990-1 Series Convertible Preferred Stock   52,367 shares     issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1990-2 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1991-1 Series Convertible Preferred Stock   4,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1991-2 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1992-1 Series Convertible Preferred Stock   5,000 shares      issuable upon conversion  Not applicable             Not applicable
  -----------------------------------------------------------------------------------------------------------------------------------
  1987-A Convertible Subordinated Debentures  $433,125.00       100% of face amount       $433,125.00                131.25        
  -----------------------------------------------------------------------------------------------------------------------------------
  1988-A Convertible Subordinated Debentures  $1,051,875.00     100% of face amount       $1,051,875.00              318.75        
  -----------------------------------------------------------------------------------------------------------------------------------
  1988-1 Convertible Subordinated Debentures  $80,625.00        100% of face amount       $80,625.00                 24.43         
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-A Convertible Subordinated Debentures  $288,750.00       100% of face amount       $288,750.00                87.50         
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-1 Convertible Subordinated Debentures  $787,500.00       100% of face amount       $787,500.00                238.64        
  -----------------------------------------------------------------------------------------------------------------------------------
  1989-2 Convertible Subordinated Debentures  $69,062.50        100% of face amount       $69,062.50                 20.93         
  -----------------------------------------------------------------------------------------------------------------------------------
  1990-1 Convertible Subordinated Debentures  $576,033.00       100% of face amount       $576,033.00                174.56        
  -----------------------------------------------------------------------------------------------------------------------------------
  1990-2 Convertible Subordinated Debentures  $46,875.00        100% of face amount       $46,875.00                 14.20         
  -----------------------------------------------------------------------------------------------------------------------------------
  1991-1 Convertible Subordinated Debentures  $39,250.00        100% of face amount       $39,250.00                 11.89         
  -----------------------------------------------------------------------------------------------------------------------------------
  1991-2 Convertible Subordinated Debentures  $46,562.50        100% of face amount       $46,562.50                 14.11         
  -----------------------------------------------------------------------------------------------------------------------------------
  1992-1 Convertible Subordinated Debentures  $39,062.50        100% of face amount       $39,062.50                 11.84         
  -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Total Fee       $1,048.10
  (1)  Subject to anti-dilution increases permitted by Rule 416.
  (2)  Estimated solely for calculation of the registration fee pursuant to Rule
       457(i).
  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"), and (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). 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
  
                              The 1980 and 1988 Plans:
  
           See Item 3 for description of Common Stock (including any provision of
           the Company's Amended and Restated Articles of Incorporation or Bylaws
           having an effect on a change of control of the Registrant).
  
                                1980 Plan Debentures
  
       The Company has been assigned and has assumed all obligations under a
  total of three series of debentures for issuance pursuant to debenture options
  under the 1980 Plan, which have been designated as the Company's 1987-A Series
  Convertible Subordinated Debentures (the "1987-A Series Debentures"), 1988-A
  Series Convertible Subordinated Debentures (the "1988-A Series Debentures"),
  and the 1989-A Series Convertible Subordinated Debentures (the "1989-A Series
  Debentures"). These three debenture series will sometimes be referred to
  collectively as the "1980 Plan Debentures," and except as otherwise indicated,
  are subject to the same terms and conditions. They have been created for
  issuance pursuant to regular debenture options. The Company has authorized the
  issuance, pursuant to the exercise of debenture options, of an aggregate
  principal amount of $433,125 of 1987-A Series Debentures, $1,051,875 of 1988-A
  Series Debentures and $288,750 of 1989-A Series Debentures. Of these amounts,
  $255,000 of the 1988-A Series and $227,500 of the 1989-A Series has been
  purchased and is outstanding, but not yet converted.
  
       The 1987-A Series Debentures are governed by an Indenture dated as of
  August 10, 1987. The 1988-A Series Debentures are governed by an Indenture
  dated
  3
  as of August 30, 1988. The 1989-A Series Debentures are governed by an
  Indenture dated as of August 22, 1989. These Indentures were amended by
  Supplemental Indentures dated November 14, 1991 and December 23, 1996. Pursuant
  to the Supplemental Indentures dated December 23, 1996, the Company assumed the
  obligations of First Mississippi Corporation (the "Predecessor Corporation") in
  connection with the Predecessor Corporation's distribution of all of the Common
  stock of the Company to the shareholders of the Predecessor Corporation (the
  Spin-off"). The Indentures are all between the Company and Deposit Guaranty
  National Bank, as Trustee (the "Trustee"), One Deposit Guaranty Plaza, Jackson,
  Mississippi 39201. The Trustee also serves as a registrar for the Company's
  Common Stock and engages in commercial banking transactions with the Company in
  the ordinary course of business.
  
       The three series of debentures created for issuance pursuant to debenture
  options under the 1980 Plan have the following maturity dates:
  Debenture Series                   Maturity Date
                 ----------------                   -------------
  1987-A                         August 9, 1997
                    1988-A                         August 29, 1998
                    1989-A                         August 21, 1999
  In certain circumstances described below, the 1980 Plan Debentures may be
  redeemed prior to their maturity date. The three debenture series will be
  subordinated generally to the Company's other indebtedness, except that they
  will rank equally with each other and any other series of debentures created
  for issuance under the Plans. Interest on the 1980 Plan Debentures will be
  payable semi-annually on January 1 and July 1 of each year.
  
       Subject to the conditions described herein, at any time more than six
  months after the date of grant of the applicable 1980 Plan Debenture Option and
  prior to the redemption or payment thereof, each 1980 Plan Debenture will be
  convertible into fully paid and non-assessable shares of the Company's
  Preferred Stock at a conversion price as set forth in the following table:
  Convertible into    Conversion Price
       Debenture Series             Preferred Stock         Per Share   
       ----------------             ----------------    ----------------
  1987-A                     1987-A Series         $ 8.9674
           1988-A                     1988-A Series           9.8991
           1989-A                     1989-A Series          10.8696
  The Board of Directors is authorized to determine the appropriate adjustments,
  if any, in the number of shares of Common Stock issuable upon conversion of the
  Preferred Stock in the event of any reclassification, recapitalization, merger,
  consolidation, reorganization, issuance of warrants, rights or debentures,
  stock dividend, stock split or reverse stock split, cash dividend, property
  dividend, including, without limitation, a distribution of the stock of a
  subsidiary,
  
                                         3
  4
  
  combination or exchange of shares, repurchase of shares, or any other change of
  the Company's corporate structure, which in the judgment of the Board of
  Directors, materially affects the value of the Company's shares. Any such
  adjustments to the number of shares of Common Stock issuable upon conversion of
  the Preferred Stock would be subject to any required authorization of
  additional Common Stock for issuance upon conversion of the Preferred Stock.
  Each share of the Preferred Stock into which the 1980 Plan Debentures are
  convertible as described above was initially convertible into one share of
  Common Stock, is subject to adjustment into 1.61 shares of Common Stock by the
  Board of Directors of First Mississippi Corporation to reflect the distribution
  of Getchell Gold Common Stock (formerly, FirstMiss Gold Inc.) in 1995 and is
  subject to additional adjustment in certain events, including an adjustment due
  to the economic impact of the Spin-off. The adjustment for the Spin-off will be
  based on a formula which will be adopted by the Board of Directors of the
  Company in order to match the initial value of the Common stock issuable upon
  conversion to the value of the Common stock of FM that would have been issuable
  had the Spin-off not occurred. See also "Description of Convertible Preferred
  Stock."
  
                                1988 Plan Debentures
  
       The eight series of debentures created for issuance pursuant to debenture
  options under the 1988 Plan have been designated as the Company's 1988-1 Series
  Convertible Subordinated Debentures (the "1988-1 Series Debentures"), the
  Company's 1989-1 Series Convertible Subordinated Debentures (the "1989-1 Series
  Debentures"), the Company's 1989-2 Series Convertible Subordinated Debentures
  (the "1989-2 Series Debentures"), the Company's 1990-1 Series Convertible
  Subordinated Debentures (the "1990-1 Series Debentures"), the Company's 1990-2
  Series Convertible Subordinated Debentures (the "1990-2 Series Debentures"),
  the Company's 1991-1 Series Convertible Subordinated Debentures (the "1991-1
  Series Debentures"), the Company's 1991-2 Series Convertible Subordinated
  Debentures (the "1991-2 Series Debentures"), and the Company's 1992-1 Series
  Convertible Subordinated Debentures (the "1992-1 Series Debentures"). The
  1988-1 Series Debentures, the 1989-1 Series Debentures, the 1989-2 Series
  Debentures, the 1990-1 Series Debentures, the 1990-2 Series Debentures, the
  1991-1 Series Debentures, the 1991-2 Series Debentures, and the 1992-1 Series
  Debentures are hereinafter referred to collectively as the "1988 Plan
  Debentures." The Company has authorized the issuance, pursuant to the exercise
  of debenture options, of an aggregate principal amount of $80,625 of 1988-1
  Series Debentures, $787,500 of 1989-1 Series Debentures, $69,062.50 of 1989-2
  Series Debentures, $576,033 of 1990-1 Series Debentures, $46,875 of 1990-2
  Series Debentures, $39,250 of 1991-1 Series Debentures, $ 46,562.50 of 1991-2
  Series Debentures, and $39,062.50 of 1992-1 Series Debentures. Of these
  amounts, $81,033 of the 1990-1 Series has been purchased and is outstanding,
  but not yet converted.
  
       The 1988-1 Series Debentures are governed by an Indenture dated as of
  November 29, 1988, the 1989-1 Series Debentures are governed by an Indenture
  dated as of August 22, 1989, the 1989-2 Series Debentures are governed by an
  Indenture dated as of November 10, 1989, the 1990-1 Series Debentures are
  governed by an Indenture dated as of August 27, 1990, the 1990-2 Series
  Debentures are governed by an Indenture dated as of November 9, 1990, the
  1991-1 Series
  
                                         4
  5
  
  Debentures are governed by an Indenture dated as of August 27, 1991, the 1991-2
  Series Debentures are governed by an Indenture dated as of November 15, 1991,
  and the 1992-1 Series Debentures are governed by an Indenture dated as of
  November 13, 1992, all between the Company and Deposit Guaranty National Bank,
  as Trustee (the "Trustee"), One Deposit Guaranty Plaza, Jackson, Mississippi
  39201. In addition, the Trustee serves as a registrar for the Company's Common
  Stock and engages in commercial banking transactions with the Company in the
  ordinary course of business. The 1988-1 Indenture, 1989-1 Indenture, 1989-2
  Indenture, 1990-1 Indenture, 1990-2 Indenture and 1991-1 Indenture were amended
  by Supplemental Indentures dated November 14, 1991 and December 23, 1996.
  Pursuant to the Supplemental Indentures dated December 23, 1996, the Company
  assumed the obligations of First Mississippi Corporation (the "Predecessor
  Corporation") in connection with the Predecessor Corporation's distribution of
  all of the Common stock of the Company to the shareholders of the Predecessor
  Corporation (the Spin-off").
  Debenture Series               Maturity Date
                ----------------               -------------
  1988-1                         November 28, 1998
                1989-1                         August 21, 1999
                1989-2                         November 9, 1999
                1990-1                         August 26, 2000
                1990-2                         November 8, 2000
                1991-1                         August 26, 2001
                1991-2                         November 14, 2001
                1992-1                         November 12, 2002
  In certain circumstances described below, the 1988 Plan Debentures may be
  redeemed prior to their due date. The 1988-1, 1989-1, 1989-2, 1990-1, 1990-2,
  1991-1, 1991-2, and 1992-1 Series Debentures will be subordinated generally to
  the Company's other indebtedness, except that they will rank equally with each
  other and any other series of debentures created for issuance under the 1988.
  Interest on the 1988 Plan Debentures will be payable semiannually on January 1
  and July 1 of each year.
  
       Subject to the conditions described herein, at any time more than six
  months after the date of grant of the applicable 1988 Plan Debenture Option and
  prior to the redemption or payment thereof, the 1988-1 Series Debentures will
  be convertible at the Conversion Price of $10.0155 per share into fully paid
  and non-assessable 1988-1 Series Convertible Preferred Stock, the 1989-1 Series
  Debentures will be convertible at the Conversion Price of $10.8696 per share
  into fully paid and non-assessable 1989-1 Series Convertible Preferred Stock,
  the 1989-2 Series Debentures will be convertible at the Conversion Price of
  $8.5792 per share into fully paid and non-assessable 1989-2 Series Convertible
  Preferred Stock, the 1990-1 Series Debentures will be convertible at the
  Conversion Price of $6.8323 per share into fully paid and non-assessable 1990-1
  Series Convertible Preferred Stock, the 1990-2 Series Debentures will be
  convertible at
  
                                         5
  6
  
  the Conversion Price of $5.8230 per share into fully paid and non-assessable
  1990-2 Series Convertible Preferred Stock, the 1991-1 Series Debentures will be
  convertible at the Conversion Price of $6.0947 per share into fully paid and
  non-assessable 1991-1 Series Convertible Preferred Stock, the 1991-2 Series
  Debentures will be convertible at the Conversion Price of $5.7842 per share
  into fully paid and non-assessable 1991-2 Series Convertible Preferred Stock,
  and the 1992-1 Series Debentures will be convertible at the Conversion Price of
  $4.8525 per share into fully paid and non-assessable 1992-1 Series Convertible
  Preferred Stock. The Board of Directors is authorized to determine the
  appropriate adjustments, if any, in the number of shares of Common Stock
  issuable upon conversion of the Preferred Stock in the event of any
  reclassification, recapitalization, merger, consolidation, reorganization,
  issuance of warrants, rights or debentures, stock dividend, stock split or
  reverse stock split, cash dividend, property dividend, including, without
  limitation, a distribution of the stock of a subsidiary, combination or
  exchange of shares, repurchase of shares, or any other change of the Company's
  corporate structure, which in the judgment of the Board of Directors,
  materially affects the value of the Company's shares. Any such adjustments to
  the number of shares of Common Stock issuable upon conversion of the Preferred
  Stock would be subject to any required authorization of additional shares of
  Common Stock for issuance upon conversion of the Preferred Stock. Each share of
  the Preferred Stock was initially convertible into one share of Common Stock,
  is subject to adjustment into 1.61 shares of Common Stock by the Board of
  Directors of First Mississippi Corporation to reflect the distribution of
  Getchell Gold Common Stock (formerly, FirstMiss Gold Inc.) in 1995 and is
  subject to adjustment in certain events, including an adjustment due to the
  economic impact of the Spin-off. The adjustment for the Spin-off will be based
  on a formula which will be adopted by the Board of Directors of the Company in
  order to match the initial value of the Common stock issuable upon conversion
  to the value of the Common stock of FM that would have been issuable had the
  Spin-off not occurred. See also "Description of Convertible Preferred Stock."
  
               Provisions Applicable to Both the 1980 Plan Debentures
                            and the 1988 Plan Debentures
  
       The 1980 Plan Debentures and the 1988 Plan Debentures are hereinafter
  referred to collectively as the "Debentures." The following paragraphs discuss
  provisions applicable to Debentures issued under either Plan. The Debentures
  will bear interest at a floating rate of 1% less than the rate publicly
  announced as its prime rate by Deposit Guaranty National Bank in Jackson,
  Mississippi, but not more than the maximum legal rate permitted under the law.
  Mississippi usury law permits interest at 15% on Debentures with a principal
  amount exceeding $2,500 and 10% on Debentures in smaller amounts. Also, a
  provision of the Mississippi law permits interest on Debentures in any
  principal amounts at 5% above the Federal Reserve Bank's discount rate (4.75%
  at December 30, 1994). There is no usury limit on Debentures issued between
  July 1, 1986 and June 30, 1987 with a principal amount exceeding $125,000.
  There is no usury limit on Debentures issued between July 1, 1987 and June 30,
  1988 with a principal amount exceeding $75,000. There is no usury limit on
  Debentures issued from and after July 1, 1988 with a principal amount exceeding
  $25,000. The Company expects that the formula interest rate of the Debentures
  will remain in compliance with the applicable usury rate, particularly in the
  case of Debentures in amounts exceeding $2,500, because of the usury ceilings
  
                                         6
  7
  
  applicable to Deposit Guaranty National Bank in establishing its prime rate.
  The Company also believes that there is a sound legal basis for not treating
  the right to convert the Debentures into Common Stock as constituting
  additional interest for purposes of the Mississippi usury law. Accordingly, the
  Company intends to treat the conversion right as not being interest subject to
  the Mississippi usury law.
  
       A participant generally may not sell, assign, transfer, pledge or
  otherwise hypothecate a Debenture except by will or intestate succession. With
  the Company's consent, however, participants may pledge Debentures as security
  for loans which will provide all or a part of the financing necessary to
  purchase the Debentures. If a participant makes a permitted pledge of a
  Debenture, the conversion privilege will not be exercisable during such time as
  the Debenture is pledged. Upon notice from the participant and the lender to
  which the Debenture was pledged that the Debenture has been released from the
  pledge, the conversion privilege will again be exercisable. If a participant
  sells, assigns, transfers, pledges or otherwise hypothecates a Debenture in a
  manner not permitted under the Indenture or if a party forecloses on a
  permitted pledge, the conversion right will permanently cease to exist. Should
  the conversion right of a Debenture so terminate, the Company has the option,
  but not the obligation, to prepay that Debenture.
  
       Debentures may be converted in whole or in part but no partial conversion
  will be permitted if, following conversion, the remaining principal amount of
  the Debenture would be less than $1,000. Shares of Series Stock will be issued
  upon conversion of Debentures in whole shares only. If more than one Debenture
  of the same series is surrendered for conversion at one time by the same
  holder, the number of whole shares issuable upon conversion will be computed
  upon the basis of the aggregate principal amount of such Debentures (or
  portions thereof specified for conversion) so surrendered. Any fractional
  interest in a share otherwise deliverable upon conversion will be settled by
  payment in the form of a check or cash equal to the product obtained by
  multiplying the applicable Conversion Price per share times such fractional
  interest.
  
       The Company may redeem all or any part of the 1987-A, 1988-A, 1989-A,
  1989-1, 1990-1, 1991-1 or 1992-1 Series Debentures on any January 1 or July 1
  upon mailing a notice of redemption not less than 12 nor more than 18 months
  prior to the date fixed for such redemption to the holders of the Debentures to
  be redeemed at their last registered addresses. Except as provided below, if
  only a part of the 1987-A, 1988-A, 1989-A, 1989-1, 1990-1, 1991-1 or 1992-1
  Series Debentures are redeemed, the Company will specify the amount to be
  redeemed, and the Trustee will select the particular Debentures to be redeemed,
  using a method the Trustee deems fair and appropriate, which may provide for
  the selection for redemption of portions of the principal amount of such
  Debentures. If a holder of a 1987-A, 1988-A, 1989-A, 1989-1, 1990-1, 1991-1 or
  1992-1 Series Debenture is not employed by an Eligible Employer, the Company
  may designate for redemption any of such series of Debentures owned by such
  person, regardless of whether the Company redeems any other of such series of
  Debentures at the same time. If the Company calls for redemption the 1987-A,
  1988-A, 1989-A, 1989-1, 1990-1, 1991-1 or 1992-1 Series Debentures issued
  pursuant to the 1988 Plan, the Company may also redeem all of the 1988-1,
  1989-2, 1990-2, 1991-2, and 1992-1 Series Debentures held by Outside Directors
  on any January 1 or July 1 upon mailing a notice of redemption not less than 12
  nor more than 18
  
                                         7
  8
  
  months prior to the date fixed for such redemption to the holders of the 1988
  Plan Debentures to be redeemed at their last registered addresses. Each
  Debenture is redeemable for its principal amount together with accrued interest
  to the date fixed for redemption. Purchasers may convert their Debentures at
  any time prior to the close of business on the redemption date, subject to the
  limitations on conversion privileges described above. A holder may redeem a
  Debenture at its principal amount plus accrued interest on any January 1 or
  July 1 more than one year after issuance of the Debenture.
  
       In the event that the Company enters into certain merger transactions,
  becomes a party to a consolidation, or transfers all or substantially all of
  its assets to another company, a supplemental Indenture will be executed to
  provide that the holder of each Debenture then outstanding may convert such
  Debenture into the kind and amount of shares of stock, cash or property
  receivable upon the merger, consolidation, or transfer by a holder of the
  number of shares of the applicable series of the Company's Convertible
  Preferred Stock issuable upon conversion of such Debenture if such shares of
  Preferred Stock had been outstanding immediately prior to such merger,
  consolidation or transfer.
  
       Each Indenture under the 1988 Plan and under the 1980 Plan may be amended
  to modify the rights of holders of the respective series of Debentures covered
  thereby or otherwise modify the terms of such Indenture with the consent of the
  Company, the Trustee and the holders of not less than 66 2/3% in aggregate
  principal amount of the respective series of Debentures covered thereby, except
  that the maturity date, the rate and time of payment for interest, the
  conversion rights and certain other specified terms may not be modified without
  the consent of all affected holders of the respective series of Debentures
  covered thereby.
  
       Each Indenture defines an "Event of Default" as: (a) any default in the
  payment of interest which continues for 30 days after the due date; (b) any
  default in the payment of principal when due on the Debentures covered thereby;
  (c) failure by the Company to observe or perform any of its other covenants and
  agreements in the Debentures covered thereby or in such Indenture which
  continues for 60 days after specific written notice of such failure has been
  given to the Company by the Trustee or to the Company and the Trustee by
  holders of at least 25% in principal amount of the Debentures covered thereby;
  (d) certain events of default that cause other indebtedness of the Company to
  be accelerated and which are not cured or otherwise remedied within specified
  times; and (e) certain events of bankruptcy of the Company. Upon the happening
  and during the continuance of an Event of Default, the Trustee or the holders
  of at least 25% in aggregate principal amount of the Debentures covered thereby
  may declare the principal and accrued interest on all Debentures covered
  thereby to be due and payable immediately. The holders of a majority in
  aggregate principal amount of the outstanding Debentures of the series so
  affected will have the right to direct the time, method and place of conducting
  any proceeding or any remedy available to the Trustee, or exercising any trust
  or power conferred on the Trustee, but the Trustee, subject to its obligation
  to exercise such of the rights and powers vested in it by each Indenture and to
  use the same degree of care and skill in their exercise or use as a prudent man
  would exercise or use under the circumstances in the conduct of his own
  affairs, may decline to follow any such direction if the Trustee in good faith
  determines that the proceedings so directed would involve it in a personal
  liability or be in
  
                                         8
  9
  
  conflict with any law or provision of such Indenture. The Company is required
  by each Indenture to deliver annually to the Trustee a certificate from
  appropriate officers certifying that, to the best of their knowledge, the
  Company has satisfied all of its obligations under such Indenture during the
  preceding fiscal year.
  
       In the event of any insolvency or bankruptcy proceedings, and any
  receivership, liquidation, reorganization, or other similar proceedings in
  connection therewith, relative to the Company or to its creditors, as such, or
  to its property, and in the event of any proceedings for voluntary liquidation,
  dissolution, or other winding up of the Company, whether or not involving
  insolvency or bankruptcy, or in the event that any Debenture is declared due
  and payable before its expressed maturity for any reason, then the holders of
  Senior Indebtedness (as defined below) then outstanding shall be entitled to
  receive payment in full of all such Senior Indebtedness before the holders of
  the Debentures are entitled to receive any payment on account of principal or
  interest upon the Debentures.
  
       No payment of principal or interest will be made on the Debentures during
  any period that any Senior Indebtedness has matured and has not been paid in
  full, refunded or replaced by new indebtedness.
  
       Senior Indebtedness is defined in each Indenture as the principal and
  unpaid interest on (a) indebtedness for money borrowed (other than the
  Debentures) for the payment of which the Company is responsible or liable,
  whether outstanding on the date of execution of such Indenture or thereafter
  created, incurred, assumed, or guaranteed, unless the instrument creating or
  evidencing the same or pursuant to which the same is created provides that such
  indebtedness is not superior in right of payment to the Debentures, and (b)
  renewals, extensions, and deferrals of any such indebtedness. The Indentures do
  not contain any limitations on the amount of Senior Indebtedness which may be
  hereafter incurred by the Company. At December 23, 1996, the Company had
  outstanding or guaranteed approximately $3,143,097 of indebtedness which would
  constitute Senior Indebtedness under the Indentures.
  
       By reason of such subordination, in the event of the Company's insolvency,
  certain general creditors of the Company may recover more ratably than holders
  of the Debentures.
  
                     Description of Convertible Preferred Stock
  
       The Company is authorized to issue up to 20,000,000 shares of Preferred
  Stock in one or more series (the "Preferred Stock"), and the Board is
  authorized to determine the form, class, series and amounts in which the
  Preferred Stock shall be issued; the price or prices (not less than par) at
  which such stock shall be sold; the dividend rights, conversion rates,
  conversion prices, par value, voting privileges, redemption prices, maturity
  dates, and any other terms and conditions relative to the issuance of the
  Preferred Stock. Pursuant to this authority, the Board has established the
  1987-A, 1988-A, 1988-1, 1989-A, 1989-1, 1989-2, 1990-1, 1990-2, 1991-1, 1991-2,
  and 1992-1 Series Convertible Preferred Stock for issuance in connection with
  the Plans,
  
                                         9
  10
  
  and has authorized the issuance of up to the following amount of such Preferred
  Stock upon conversion of the respective Series Debentures:
  Preferred Stock Series         Number of Shares
                    ----------------------         ----------------
  1987-A                     30,000
                             1988-A                     66,000
                             1988-1                      5,000
                             1989-A                     16,500
                             1989-1                     45,000
                             1989-2                      5,000
                             1990-1                     52,367
                             1990-2                      5,000
                             1991-1                      4,000
                             1991-2                      5,000
                             1992-1                      5,000
  The 1987-A, 1988-A, 1988-1, 1989-A, 1989-1, 1989-2, 1990-1, 1990-2,
  1991-1, 1991-2, and 1992-1 Series Convertible Preferred Stock (sometimes
  referred to collectively as the "Series Stock") each has a par value of $1.00
  per share and is entitled to a quarterly non-cumulative preferential dividend
  of $.05 per share, payable quarterly. Each share of Series Stock will be
  convertible immediately into one share of the Company's Common Stock, subject
  to adjustment in certain events, including an adjustment due to the economic
  impact of the Spin-off. The adjustment for the Spin-off will be based on a
  formula which will be adopted by the Board of Directors of the Company in order
  to match the initial value of the Common stock issuable upon conversion to the
  value of the Common stock of FM that would have been issuable had the Spin-off
  not occurred. The Board of Directors is authorized to determine the appropriate
  adjustments, if any, to the number of shares of the Company's Common Stock
  issuable upon conversion of the Series Stock in the event of a
  reclassification, recapitalization, merger, consolidation, reorganization,
  issuance of warrants, rights or debentures, stock dividend, stock split or
  reverse stock split, cash dividend, property dividend, including, without
  limitation, a distribution of the stock of a subsidiary, combination or
  exchange of shares, repurchase of shares, or any other change of the Company's
  corporate structure, which, in the judgment of the Board of Directors
  materially affects the value of the Company's shares subsequent to the grant of
  a regular debenture option or subsequent to the conversion of a stock option
  into a special debenture option.
  
       The Company will not issue fractional shares of Common Stock upon
  conversion of Series Stock. In lieu of such fractions, the Company will pay to
  the holder of Series Stock requesting conversion an amount in cash equal to the
  market value of such fraction at the time of such conversion, as determined by
  the Board.
  
       Any or all of the Series Stock outstanding at any time may be redeemed at
  the option of the Company in whole or in part at any time upon not less than 20
  nor more than 60 days notice to the record holders at their last addresses as
  shown in the stock transfer records of the Company. The conversion right with
  respect to any shares called for redemption will be lost
  
                                         10
  11
  
  unless exercised no later than the day fixed for redemption. The redemption
  price per share (the "Redemption Price") for Series Stock will be as follows
  (plus in each case accrued and unpaid dividends per share on the respective
  series of stock to the date of redemption):
  Redemption
                Series Stock                       Price Per Share
                ------------                       ---------------
  1987-A                             $ 8.9674
                1988-A                               9.8991
                1988-1                              10.0155
                1989-A                              10.8696
                1989-1                              10.8696
                1989-2                               8.5792
                1990-1                               6.8323
                1990-2                               5.8230
                1991-1                               6.0947
                1991-2                               5.7842
                1992-1                               4.8525
  Under the Mississippi Business Corporation Act, no redemption could be
  made if the Company were insolvent or would be rendered insolvent by such
  redemption or if such redemption would reduce the Company's net assets below
  the aggregate amount payable to holders of shares having prior or equal rights
  to the Company's assets upon involuntary dissolution.
  
       Upon any voluntary or involuntary liquidation or dissolution of the
  Company, the holders of the Series Stock will be entitled to a liquidation
  preference equal to the Redemption Price for the appropriate series as set
  forth above, plus any declared but unpaid dividends on the respective series of
  stock, before any distribution of assets may be made to the holders of Common
  Stock or other shares junior to the Series Stock. After the holders of the
  Series Stock have received such amount, they may not participate in any
  remaining assets and surplus funds of the Company. If the amounts which holders
  of the Series Stock and any other series of Preferred Stock ranking equally as
  to distribution of assets are entitled to receive in any voluntary or
  involuntary liquidation or dissolution are not paid in full, the shares of
  Series Stock and such other series of Preferred Stock will share ratably in any
  distribution of assets in accordance with the amounts which would be payable on
  such distribution if all amounts to which the holders of each such series are
  entitled are paid in full.
  
       Additional series of Preferred Stock may be created and shares thereof may
  be issued by the Company without any approval or action by the holders of the
  Series Stock being necessary, and such additional series of stock may rank
  equally with the Series Stock as to distribution of the Company's assets in the
  event of liquidation or dissolution.
  
                                         11
  12
  
       The holders of shares of Series Stock will not be entitled to vote except
  in certain circumstances as provided by the Mississippi Business Corporation
  Act. Holders of Series Stock do not have preemptive rights.
  
                                     1995 Plan:
  
       Item 4 is not applicable to the 1995 Plan. See Item 3 for description of
  Common Stock (including any provision of the Company's Amended and Restated
  Articles of Incorporation or Bylaws having an effect on a change of control of
  the Registrant).
  
  ITEM 5.  Interests of Named Experts and Counsel
  
           Legal matters, other than those relating to tax consequences, in
           connection with the securities covered by this Registration Statement
           have been passed upon by J. Steve Chustz, General Counsel of the
           Company. Mr. Chustz also serves as General Counsel for various
           subsidiaries of the Company. As of December 11, 1996, Mr. Chustz
           beneficially owned 32,772 shares of the Company's Common Stock which
           includes 31,501 shares of the Company's Common Stock which Mr. Chustz
           has the right to acquire through the exercise of Non-Qualified Stock
           Options.
  
           The consolidated financial statements and financial statement
           schedules 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 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 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"),
           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
  
                                         12
  13
  
           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
           Registrant.
  
           The foregoing represents a summary of the general effect of the MBCA,
           the Company's Amended and Restated Articles of Incorporation and
           Bylaws and directors' and officers' liability insurance coverage for
           purposes of general description only.
  
  ITEM 7.  Exemption from Registration Claimed
  
           Not applicable.
  
                                         13
  14
  
  ITEM 8.  Exhibits
  
           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   ChemFirst Inc. 1995 Long-Term Incentive Plan.
  
           4.5   ChemFirst Inc. 1988 Long-Term Incentive Plan.
  
           4.6   ChemFirst Inc. 1980 Long-Term Incentive Plan.
  
           4.7   Indentures in the form of that Indenture dated November 14, 1994
                 have been entered into with regard to all series of Debentures 
                 registered under this Registration Statement.
  
           4.8   Supplemental Indentures in the form of that Supplemental
                 Indenture dated December 23, 1996 were entered into with 
                 regard to all series of Debentures registered under this 
                 Registration Statement.
  
           5.1   Opinion of J. Steve Chustz as to legality of securities being
                 registered.
  
           23.1  Consent of J. Steve Chustz is contained within the opinion of
                 counsel filed as Exhibit 5.1.
  
           23.2  Consent of KPMG Peat Marwick LLP.
  
           25.1  Statement of Eligibility of Trustee
  
  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;
  
                                         14
  15
  
           (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, 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.
  
           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.
  
  (c)  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
  
                                         15
  16
  
       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.
  
                                         16
  17
                                     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 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
  -------------------------  Financial Officer              
  R. Michael Summerford      (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
  18
  
  /s/ James W. Crook         Director                           December 23, 1996
  -------------------------
  James W. Crook
  
  /s/ Michael J. Ferris      Director                           December 23, 1996
  -------------------------
  Michael J. Ferris
  
  /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
  19
                                 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            ChemFirst Inc. 1995 Long-Term Incentive Plan
  
       4.5            ChemFirst, Inc. 1988 Long-Term Incentive Plan.
  
       4.6            ChemFirst, Inc. 1980 Long-Term Incentive Plan.
  
       4.7            Indentures in the form of that Indenture dated November 14,
                      1994 have been entered into with regard to all series of 
                      Debentures registered under this Registration Statement.
  
       4.8            Supplemental Indentures in the form of that Supplemental
                      Indenture dated December 23, 1996 were entered into with
                      regard to all series of Debentures registered under this 
                      Registration Statement.
  
       5.1            Opinion of J. Steve Chustz as to legality of securities
                      being registered.
  
       23.1           Consent of J. Steve Chustz is contained within the opinion
                      of counsel filed as Exhibit 5.1.
  
       23.2           Consent of KPMG Peat Marwick LLP.
  
       25.1           Statement of Eligibility of Trustee