<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

For the fiscal year ended December 31, 2000

                                      OR

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934

For the transition period from            to            .

                       Commission File Number 001-12547

                                ChemFirst Inc.
            (Exact name of Registrant as specified in its charter)

             Mississippi                            64-0679456
   (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)              Identification No.)

   700 North Street, P. O. Box 1249
         Jackson, Mississippi                       39215-1249
   (Address of principal executive                  (Zip Code)
               offices)

      Registrant's telephone number, including area code: (601) 948-7550

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                        Name of each exchange
             Title of each class                         on which registered
             -------------------                        ---------------------
         <S>                                           <C>
          Common Stock, Par Value $1                   New York Stock Exchange
         Common Stock Purchase Rights
</TABLE>

   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [_]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

   The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 21, 2001 (based on the closing sale price of $26.27
of the Registrant's Common Stock, as reported on the New York Stock Exchange
Composite Tape on such date) was approximately $335,194,272.

   The number of shares of the Registrant's Common Stock outstanding as of
March 21, 2001 was 14,162,127.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Certain information required to be disclosed in Parts I, II and III of this
Form 10-K is incorporated by reference to: (1) the Company's 2000 Annual
Report to Stockholders (the "2000 Annual Report"), which has been furnished to
the Commission, and (2) the Company's definitive Proxy Statement for the May
22, 2001 annual meeting of stockholders (the "Proxy Statement"), which has
been filed with the Commission pursuant to Regulation 14A.
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                                    PART I

ITEM 1. BUSINESS

General

   The principal businesses of ChemFirst Inc. (the "Company") involve the
production of electronic and other specialty chemicals for use in the
semiconductor industry and in pharmaceutical, cosmetic, polymer, photographic,
photosensitive and agricultural applications, as well as the production of
polyurethane chemicals. The Company had previously reclassified its engineered
products and services segment and its steel segment as discontinued operations
pending disposition of these businesses. The Company completed disposition of
the engineered products and services operation in December 1999 and its steel
operation in February 2000. See the discussion under Recent Developments below
for more information regarding these dispositions.

   At March 1, 2001, the Company had 723 employees, which includes employees
of the parent company and all subsidiaries.

 Recent History

   The Company was incorporated in Mississippi in 1983 under the name Omnirad,
Inc., as a wholly-owned subsidiary of First Mississippi Corporation ("First
Mississippi"). In November 1996, in anticipation of the Distribution (as
defined below), the Company's name was changed from Omnirad, Inc. to ChemFirst
Inc. On December 23, 1996 (the "Distribution Date"), First Mississippi
contributed all of its assets and subsidiaries, other than those relating to
its fertilizer business, to the Company, which at that time was a wholly owned
subsidiary of First Mississippi and had engaged in no activities during the
previous five years. First Mississippi then spun off the Company in a tax-free
distribution of the Company's common stock to First Mississippi shareholders
(the "Distribution") on the Distribution Date. The Distribution occurred
immediately prior to and in connection with the merger of First Mississippi
with a wholly owned subsidiary of Mississippi Chemical Corporation on December
24, 1996, pursuant to an Agreement and Plan of Merger and Reorganization dated
as of August 27, 1996. The Company has operated as a publicly held entity
since the Distribution Date. Prior to the Distribution Date, the Company's
subsidiaries which were in existence on that date were subsidiaries of First
Mississippi and the Company's operations were conducted through subsidiaries
of First Mississippi.

 Recent Developments

   Effective December 1, 1999, the Company sold its wholly owned subsidiaries,
Callidus Technologies Inc. and Plasma Energy Corporation, to Howe-Baker
International, Inc., a subsidiary of Wedge Group Incorporated, for $8.1
million in cash. These subsidiaries comprised the Company's engineered
products and services business which had previously been classified and
reported as a discontinued operation.

   On February 15, 2000, the Company completed the sale of its wholly owned
subsidiary, FirstMiss Steel, Inc., which comprised the Company's discontinued
steel business, to Hoganas North America, Inc., a subsidiary of Hoganas AB of
Sweden. Proceeds from the sale were $12.6 million in cash. Other proceeds were
previously received on steel assets liquidated during 1999 and were not part
of the final sale.

   The Company's disposition of its engineered products and services business
and steel business furthers the Company's strategy to focus on chemicals.
Additional information regarding these dispositions and other recent
developments is provided in Note 2 of the Consolidated Financial Statements in
the 2000 Annual Report, incorporated by reference.

 Forward-Looking Statements

   In addition to historical information, this Form 10-K contains "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements, as well as

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other forward-looking statements made from time to time by the Company in the
Company's press releases, Annual Report to Stockholders and other filings with
the U.S. Securities and Exchange Commission, are based on certain underlying
assumptions and expectations of management. These forward-looking statements
are subject to risks and uncertainties which could cause actual results to
differ materially from those expressed in such forward-looking statements.
Such risks and uncertainties include, but are not limited to, general economic
conditions; availability and pricing of utilities and raw materials, including
but not limited to electricity, natural gas, nitric acid and hydroxylamine,
which is a key raw material in cleaner and remover products; supply/demand
balance for key products; new product development; manufacturing efficiencies;
conditions of and product demand by key customers; the timely completion and
start-up of construction projects; pricing pressure as a result of domestic
and international market forces; insurance coverage and timing of any claim
payments related to the disruption in supply of hydroxylamine; and other
factors as may be discussed herein and in the Management's Discussion and
Analysis of Financial Condition and Results of Operations.

   The following contains further discussion of the Company's business and
properties as grouped by its Electronic and Other Specialty Chemicals segment
and its Polyurethane Chemicals segment. Certain information required by Item 1
of Form 10-K and financial information regarding the Company's segments, which
includes sales, pretax operating results, capital expenditures, identifiable
assets and depreciation/amortization, are provided in Notes 2, 5 and 12 of the
Consolidated Financial Statements in the 2000 Annual Report, and are
incorporated by reference. As used in this report, the term "Company" includes
subsidiaries of the Registrant.

Electronic and Other Specialty Chemicals

 General

   The Company's Electronic and Other Specialty Chemicals segment produces
specialty chemicals for use by others in electronic, pharmaceutical, polymer,
cosmetic, photographic, photosensitive and agricultural applications, and
provides associated contract research and development. These products are sold
both on specification and performance and must typically be qualified for use
by the customer in addition to meeting certain specifications. Generally,
chemicals in this segment are sold in smaller volumes and contribute a higher
added-value to end products than polyurethane chemicals. Another common
characteristic of the chemicals sold in this segment is the Company's focus on
applied research rather than basic discovery. Whereas the primary focus for
many of the Company's customers in this segment is on basic discovery, much of
the Company's focus is on development of products and processes for its
customers' next generation semiconductors, pharmaceutical, agricultural or
consumer products. These electronic and other specialty chemicals are produced
at Company-owned facilities in Hayward, California; East Kilbride, Scotland;
Pascagoula, Mississippi; Tyrone, Pennsylvania; and Dayton, Ohio.

   Purchasers of electronic chemicals, who are typically end users, acquire
the product to achieve a specific performance objective. As with the other
specialty chemicals, these chemicals have very specific uses, although the
customer base is broader than for many of the other specialty chemicals. The
production and sale of these chemicals are labor intensive and are usually
dependent on highly technical proprietary formulae and a sophisticated, well-
trained applications engineering staff.

   Most of the Company's electronic chemicals are used in the semiconductor
and related industries. These products include organic post metal cleaning
solutions which remove photoresist and dry-etch residue during the manufacture
of semiconductors. These remover products are the Company's largest volume
electronic chemicals. In addition, the Company produces and sells specialty
polymer resins used in deep ultra violet ("DUV") photoresists, materials used
in chemical mechanical planarization ("CMP") to clean and polish silicon
wafers in semiconductor manufacturing, and other performance chemicals and
products.

   Most of the Company's other specialty chemicals and certain of its
electronic chemicals are sold to a narrow base of customers, which are either
end users or producers of performance chemicals. Because of their

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specialized, complex molecular structure, many of these products are designed
for specific end use by one or two customers and significant technical service
is expected by the customer. A key to successful production of these specialty
chemicals is developing an efficient, low cost production process. These
chemicals are sold as intermediates to other specialty chemical producers and
to electronic, pharmaceutical, polymer, cosmetic, photographic and
agricultural companies for use in a broad array of applications, including
pharmaceutical applications, microchip packaging materials, dyestuffs and
pigments, photoinitiators and resins, plastic curatives, rubber processing,
herbicides and pesticide intermediates, and as an optical brightner in
consumer products.

   The Company owns and operates electronic chemical manufacturing facilities
in Hayward, California and East Kilbride, Scotland. The Company's 65,000
square-feet facility in Hayward includes research and development labs,
separate applications laboratories for CMP and remover products, offices and
facilities for manufacturing, quality control testing and packaging. An
additional 13,400 square feet of warehouse and office space is leased in an
adjacent building. In order to free up additional space for technical staff
and operations at the Hayward facility and accommodate future growth, in early
2001 the Company leased 11,000 square feet of office space in Danville,
California. The Hayward facility currently utilizes approximately 60% of
production capability on a two-shift, five-day basis. The second shift was
added in early 2000 in response to increased demand for remover products due
to semiconductor industry growth. The Company's 26,300 square-feet facility in
Scotland includes offices and manufacturing, research and packaging
capabilities. The facility is equipped with production systems designed to
meet the semiconductor industry's requirements for ultra-pure chemicals. The
Scotland facility currently utilizes approximately 65% of available production
capability on a one-shift, five-day basis. Therefore, the Company has
substantial capacity at both the California and Scotland facilities to expand
production. The Company also produces select electronic products through toll
manufacturers in California, Missouri, North Carolina and Japan. The Company
leases office and applications engineering lab space in Kawasaki City, Japan
to provide marketing and technical support for the Japanese electronic
chemical market.

   The Company also owns and operates production and research facilities in
Dayton, Ohio, Tyrone, Pennsylvania and Pascagoula, Mississippi for the
production of electronic and other specialty chemicals and for providing
related contract research services. During 2000, the Dayton facility, with the
exception of the current Good Manufacturing Practices (cGMP) pilot plant
described below, was dedicated to the production of electronic chemicals,
primarily DUV resins. Production of electronic chemicals at the facility in
2000 was approximately 143,000 pounds. The Company has the ability to produce
these products in specialty solutions or dry powders. Plant modifications and
new equipment installation as a result of dedicating the facility to
electronic chemicals production increased the capacity for production of DUV
resins at the facility by approximately 50%. Annual production capacity for
electronic chemicals at Dayton is approximately 242,000 pounds, depending on
the product mix and the type of processing required. Another expansion at the
facility, which is expected to increase capacity by as much as 25%, is under
way and will be completed in 2001. As the market for DUV resins increases,
additional expansions may be necessary. As mentioned above, the Dayton
facility also includes a cGMP pilot plant for scale-up work and production of
developmental quantities of electronic and pharmaceutical chemicals. Annual
production capacity at the Tyrone facility is between 4.5 million and 6.0
million pounds, depending on the product mix and the type of processing
required. Production in 2000 was approximately 3.8 million pounds. Production
capacity at Pascagoula is approximately 84.0 million pounds, depending on the
product mix and the processing required. Production at this facility was
approximately 56.0 million pounds during 2000. At these sites, the Company has
differentiated itself by its capacity to manufacture electronic and/or other
specialty chemicals using multi-step batch processing combined with the
capability to produce specialty chemicals in continuous process facilities. In
addition, the Company outsources the manufacture of selected intermediates,
electronic chemical products and other specialty chemicals.

   The Company produces fine specialty chemicals manufactured to the
specifications and performance criteria of its customers ranging from grams to
commercial quantities. The Company's multifunctional manufacturing facilities
at Dayton, Tyrone and Pascagoula enable multi-step batch and continuous
processing of specialties and custom production of complex fine chemicals. The
Company has versatile facilities that use numerous reactors capable of
producing custom complex fine chemicals in quantities ranging from the very
small amounts needed

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for initial product testing or toxicity studies, through pilot plant
production of developmental quantities or clinical trials, and continuing
through commercial production. Companies involved in the commercial production
of chemically-based electronic, pharmaceutical, agricultural and consumer
products often find it expensive and inefficient to manufacture small
quantities of the complex chemicals required for new product development or
products with limited markets. By providing a versatile array of manufacturing
capabilities, related services and capacity to a number of such companies, the
Company achieves economies of scale and is able to manufacture certain complex
fine specialty chemicals more economically and timely than they can be
manufactured by its customers. As a result, customers can often reduce the
time to market and capital exposure associated with the manufacture and
marketing of their new developmental products and are better able to utilize
and focus their own manufacturing capacity and research and development
abilities. In conjunction with its production and sale of electronic and other
specialty chemicals, the Company also provides related contract research and
developmental services, primarily for the pharmaceutical and electronic
chemical industries in the U.S. and Europe. These services are highly
specialized, requiring a team of research and development experts. Our
customers can therefore expand and support their internal research and
development efforts on a fee basis, or by purchase order for small quantities
(less than 1,000 kgs.). The cGMP pilot plant, described above, is used
extensively to support this effort.

   The Company's electronic and other specialty chemicals accounted for
approximately 53%, 55% and 59% of the Company's consolidated sales for 2000,
1999 and 1998, respectively.

 Marketing and Sales

   Electronic chemicals are marketed domestically and internationally,
principally in Europe, Japan and the Pacific Rim. Most of these chemicals are
generally distributed in liter, gallon, returnable drum or other large volume
dedicated containers, although the DUV resins, which may be distributed either
in the form of dry powder or in specialty solutions, are shipped in
appropriate small volume containers. In North America and Europe, the
Company's electronic chemicals are principally sold through its internal sales
force, although the Company utilizes independent sales representatives and
distributors as well. In the Pacific Rim, sales are generally conducted
through distributors or sales agents supported by the Company's regional
technical sales representatives. In early 1999, the Company began
manufacturing certain products for the Japanese market through a tolling
arrangement with the Company's Japanese distributor. DUV resins, manufactured
at the Dayton site, are sold and shipped directly to photoresist
manufacturers. Electronic chemicals are typically sold by purchase order.
Domestic shipments are typically by truck or rail, whereas international
shipments are usually by ocean-going vessels.

   The Company's other specialty chemicals are marketed globally. Most of
these chemicals are sold by purchase order or short-term agreements, although
the Company has long-term contracts with a number of its customers. Sales of
these chemicals are made primarily through the Company's internal sales force,
although independent sales representatives are also used. These specialty
chemicals are typically sold in drums, although certain larger volume products
are sold in bulk. Domestic shipments are typically by truck or rail. Exported
products are shipped in ocean-going vessels, primarily to European, Japanese
and South American markets.

 Raw Materials

   The primary raw materials for the manufacture of electronic chemicals,
other than for the Company's DUV resins, include free-base hydroxylamine,
catechol, diglycolamine and N-methylpyrrolidone. Although these raw materials
are currently available from single source suppliers who meet the Company's
strict quality requirements, each is available in adequate quantities, with
the exception of hydroxylamine. The Company is currently seeking additional
sources for these raw materials. In June 2000, an explosion disrupted the
supply of hydroxylamine from the Nissin Chemical plant in Japan. Hydroxylamine
is a key ingredient in the Company's patented HDA(R) remover products. The
Nissin plant was the Company's sole supplier and the only producer of
hydroxylamine until late 1999 when a new BASF plant in Germany started up.
Production from BASF has not

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been able to keep pace with the record worldwide demand for hydroxylamine. As
a result, BASF placed its customers, including the Company, on allocation and
the Company in turn put its customers on allocation regarding the Company's
hydroxylamine-containing products. Recent capacity expansions by BASF have
eased the shortage somewhat, although the hydroxylamine shortage is expected
to continue until new capacity becomes available. Both Nissin and Honeywell
International, Inc. have announced plans to construct new hydroxylamine
plants, with Honeywell estimating that its plant will begin commercial
production in early 2002. Sales growth of the Company's electronic chemicals
was hurt by the shortage of hydroxylamine, although business interruption
insurance, subject to a $1.0 million deductible, has helped to reduce the
impact of these lost profits to date. While the Company currently anticipates
that such insurance coverage will be available during the shortage, the claims
process can be lengthy and uncertain and successful recoveries cannot be
predicted with certainty. Furthermore, additional sources of hydroxylamine may
not be available when expected, which could affect the availability and
adequacy of insurance coverage.

   The primary raw material for the Company's DUV resins, 4-
hydroxyacetophenone, is available from a single source under a long-term
contract. Other raw materials for DUV resins include monomers, solvents and
process materials and essentially all are available in adequate quantities
from alternative suppliers. A few specialty monomers are available in adequate
quantities but from only one or two suppliers.

   Primary raw materials for the production of the Company's other specialty
chemicals include hydrogen, hydrogen peroxide, caustic, toluene, ethyl
trifluoroacetoacetate, 2-fluorophenylhydrazine, o-aminophenol, formaldehyde,
p-nitrobenzoic acid, ethanol, ammonia and natural gas. These raw materials are
available from a number of different sources. The Company does not believe
that any one source for raw materials used in the production of these
chemicals is material to the Company's business.

 Competition

   The Company is one of the largest producers of post metal cleaning
solutions for semiconductor production. Although there are approximately
twelve companies participating in this market worldwide, the Company believes
that significant market share for the advanced and post metal cleaning
solutions needed for current and future state of the art semiconductor
production and related industries is concentrated among the Company and two
competitors, Ashland Chemical and Tokyo Ohka Corporation of Japan. Competition
is based on service, product performance, quality, product development
capabilities and cost of ownership. The Company has entered into a cross-
licensing agreement with a competitor whereby the Company licenses certain of
its patented hydroxylamine remover technology. The agreement results from a
patent infringement complaint brought by the Company against the competitor in
federal court. The agreement allows the competitor to continue to market its
products which utilize the Company's hydroxylamine technology, but provides
for the Company to receive a royalty and license fee. The agreement also
requires the Company to pay to the competitor royalties on the Company's
HDA(R) products under certain circumstances. However, a recent arbitration
proceeding determined that none of the Company's HDA(R) products are covered
by the competitor's patents and therefore the Company pays no royalties to the
competitor on the production and sale of the Company's products.

   Regarding CMP slurry products, the Company believes that the oxide slurry
world market is dominated by Cabot Microelectronics Corporation, holding an
estimated 80% market share. In the tungsten slurry world market, the Company
is now estimated to be the third largest supplier for this application.

   The Company is one of the largest suppliers of DUV resins and the only
known U.S. supplier. There are two major competitors selling resins in the
global merchant market in direct competition with the Company, both of whom
are Japanese. In addition, two other Japanese companies produce DUV resins as
a captive supply source for their own DUV photoresist production. The Company
produces a broad spectrum of resins and believes that it is a leading supplier
for advanced resin products for newer photoresist technology (for chip
processing in the range of 0.13 to 0.18 microns).

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   The Company competes domestically and internationally with numerous
producers of other specialty chemicals. Major competitors are both smaller and
larger companies. Competition is strong and is based on service, quality,
manufacturing capabilities and expertise in batch chemical production,
research and development capabilities and price. The Company's research,
development and large batch manufacturing facilities allow it the flexibility
and breadth of service to meet a wide variety of customer needs, including the
ability to provide gram and multi-ton quantities in either cGMP or ISO-9000
manufacturing environments.

 Seasonality of Business

   Generally, certain of the Company's electronic chemicals may be subject to
seasonally lower sales during the first quarter, and practices in the
electronics industry require that significant Company inventory be available
near many of its customer sites. With the exception of chemicals sold for
agricultural purposes, other specialty chemical sales are generally not
seasonal and working capital requirements do not vary significantly from
period to period.

Polyurethane Chemicals

 General

   The Company produces aniline and nitrobenzene by continuous production
processes at its facilities in Pascagoula, Mississippi and Baytown, Texas.
Unlike electronic and other specialty chemicals, these chemicals generally
require additional processing steps and chemical reactions by the Company's
customers to produce the end product used by consumers and are primarily sold
under long-term contracts.

   Typically, polyurethane chemicals are more sensitive to the business cycle
and the cost of raw materials than are most electronic and specialty
chemicals, although, as described below, the Company's sales contracts provide
protection from volatile fluctuation in raw material price for most of the
polyurethane chemicals sold. These chemicals are typically sold in large
volumes to industrial customers that purchase on the basis of product
specifications. The key to successful production of these chemicals is
efficient chemical conversion of large quantities of raw materials and
productive use of plant capacity. Providing technical services to customers is
generally less important than for specialty products.

   Aniline is the Company's largest volume product. The Company is the largest
merchant marketer of aniline in the U.S. Most of the aniline produced in the
U.S. is used to manufacture MDI (methylene diphenyl diisocyanate). MDI's
primary end use is in rigid polyurethane foam, an insulation material that is
widely used in residential and commercial construction. MDI is also used in
the manufacture of impact-resistant plastic that is used as a replacement for
metal in automobile parts such as bumpers, where flexibility and impact
resistance are important. Aniline's other primary applications are in the
production of an antioxidizing (anti-cracking) agent used in the manufacture
of synthetic rubber, in a widely used herbicide for corn and soybeans, and in
plastics for consumer goods.

   Nitrobenzene is used to make aniline and is also sold separately for the
manufacture of an intermediate used in the production of a large volume over-
the-counter analgesic (acetaminophen), and in the production of iron-oxide
pigments used in decorative and protective coatings for architectural
applications, bridge maintenance and other applications.

   The Company's polyurethane manufacturing facility in Pascagoula is
supported by storage, rail, truck, barge and ship distribution facilities.
This facility utilizes state of the art, energy efficient nitration
technology, in addition to mature nitration technology, and a proprietary
continuous hydrogenation process. The annual polyurethane chemical production
capacity at the facility, less internal consumption, is between 315 and 350
million pounds depending on the product mix being produced. Production of
polyurethane chemicals at the Pascagoula facility, less internal consumption,
during 2000 was approximately 284 million pounds.

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   In 1996, the Company entered into a long-term agreement with Bayer
Corporation ("Bayer") to build, own and operate a world scale adiabatic
nitrobenzene and aniline facility at Bayer's Baytown, Texas chemical complex
to supply Bayer's MDI manufacturing operations. Phase I of the facility, with
a design capacity of 250 million pounds of aniline, was completed in 1998 and
is operating at design capacity. If a potential Phase II to the facility is
constructed, it would add another 250 million pounds of capacity. All of the
aniline produced at the Baytown facility, and a majority of the aniline
currently produced at the Pascagoula facility, is sold to Bayer under long-
term contracts. If Phase II of the Baytown facility is constructed, Bayer's
obligation to purchase aniline from the Pascagoula facility terminates. Bayer
is the Company's largest customer, both in terms of volume of product sold and
in sales revenue.

   Polyurethane chemicals accounted for approximately 47%, 45% and 41% of the
Company's consolidated sales for 2000, 1999 and 1998, respectively.

 Marketing and Sales

   The Company's polyurethane chemicals are sold primarily in the U.S. under
long-term contracts to a small number of customers. The Company's internal
sales force accounts for essentially all of the sales in this segment. These
products are generally sold in bulk. Domestic shipments are by barge, rail or
tank trucks and exports are shipped in ocean-going tankers, iso-containers or
drums.

 Raw Materials

   Raw materials for polyurethane chemicals are readily available from many
sources. Benzene, which is the principal raw material for the Company's
polyurethane chemicals production, is a readily available commodity by-product
of oil refining. Like most commodities, the price of benzene is subject to
fluctuation. Benzene prices are affected by the demand for a variety of
products, principally including styrene and phenolic resins and the underlying
cost of crude oil. Other significant raw materials include ammonia, nitric
acid, hydrogen and natural gas. The Company purchases ammonia at market
prices. The Company captively produces for its own use all of its hydrogen and
most of its nitric acid requirements for the Pascagoula facility. For the
Baytown facility, the Company purchases its needs for hydrogen and nitric acid
from Bayer. Natural gas is purchased in the spot market for use in producing
the hydrogen necessary for the Pascagoula manufacturing processes. This gas is
transported into the Pascagoula plant through an interstate pipeline under
firm and interruptible contracts. Most of the aniline produced by the Company
is sold under long-term contracts that have protection against volatile price
fluctuations for essentially all raw materials. The remainder of aniline
production and most of the nitrobenzene production is sold either under long-
term contracts which have similar protections against price fluctuations for
most major raw materials, or under short-term contracts or purchase orders
which generally reflect actual raw material costs.

 Competition

   The Company is one of five major U.S. producers of aniline with
approximately 20% of current domestic production capacity. These five
producers, in descending order of capacity, are Huntsman, BASF, the Company,
DuPont and Aristech Chemical. The Company is one of twelve major world
producers of aniline, with an estimated 6.5% of current world production
capacity. Regarding nitrobenzene, the Company is one of four major U.S.
producers and ten major world producers, with approximately 28% of domestic
production capacity and 8% of world production capacity. Major competitors are
large chemical companies. Competition for the products produced in this
segment is based on price, service, quality and marketing.

 Seasonality of Business

   Generally, the Company's polyurethane chemical sales are not seasonal and
working capital requirements do not vary significantly from period to period.

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Research and Development

   The Company conducts research and development to improve existing products,
to develop and produce new specialty and performance chemicals and to develop
and improve production processes, as well as a contract service. The Company
spent approximately $8.0 million, $7.4 million and $7.5 million on research
and development in 2000, 1999 and 1998, respectively. Research facilities at
Dayton, Tyrone and Pascagoula include laboratories, pilot plant and semi-works
for product and process research and development with gram to multi-pound
sample production capabilities. The Company maintains a radiation curing
applications laboratory in Pascagoula to evaluate new products and provide
customer technical support. The Company's electronic chemicals applications
engineering and research and development labs in California, Texas, Scotland
and Japan are strategically located near key regional semiconductor production
centers, enabling application engineers to work closely with customers to
develop unique chemical solutions to semiconductor manufacturing needs and to
test developmental products. The Company's cGMP kilo labs and pilot plant in
Dayton are utilized in the Company's research and development efforts with a
primary focus on developing products for electronic, pharmaceutical and
biotech applications.

   The Company continues to focus research efforts on developing new and
improved electronic chemicals, including remover and CMP products and DUV
resins. The Company also sponsors applied research at leading universities in
the U.S., the U.K. and Canada. These closely directed programs have led to the
development and introduction of proprietary technology in electronic and other
specialty chemicals. In 1999, the Company obtained an exclusive license to
further develop and commercialize a potential process that utilizes light in
combination with metallic compounds to directly deposit metal and metal oxides
on a substrate. Research on this technology is ongoing and is being conducted
in cooperation with a North American university and others. In addition, the
Company has entered into a joint development arrangement with an industry
consortium to develop advanced products to meet future semiconductor
manufacturing technology.

Intellectual Property

   The Company owns, or is licensed under, a number of patents, patent
applications and trade secrets covering its products and processes. The
Company has approximately 12 U.S. and 15 foreign patents regarding its HDA(R)
technology. The earliest of these patents expires in 2011. The Company
considers its HDA(R) remover patents referenced above to be of material
importance. See also Competition under Electronic and Other Specialty
Chemicals for a description of a cross-licensing agreement with a competitor.
In addition, the Company has approximately 13 U.S. and 36 foreign patents
which are of material importance to its DUV resin business. The earliest of
these patents begins to expire in 2006. The Company believes that, while in
the aggregate, the rights under its other patents and licenses are of
importance, it does not consider any patent or license, or group thereof
related to a specific process or product, to be of material importance when
viewed from the standpoint of the applicable segment's or the Company's total
business.

Environmental Considerations

   Company operations are subject to a wide variety of environmental laws and
regulations governing emissions to the air, discharges to water sources and
the handling, storage, treatment and disposal of waste materials, as well as
other laws and regulations concerning health and safety conditions. The
Company holds a number of environmental permits and licenses regulating air
emissions, water discharges and hazardous waste disposal and, to the best of
its knowledge, is in material compliance with such requirements at all
locations. The Company makes capital and other expenditures in a continuing
effort to comply with environmental laws and regulations, or changing
interpretations of existing laws and regulations. The Company's environmental
capital expenditures for 2000 were $0.4 million. Projected environmental
capital expenditures for 2001 and 2002 are $1.2 million and $0.8 million,
respectively. In addition to complying with environmental laws and
regulations, these expenditures may also reduce operating expenses and improve
efficiencies.

                                       9
<PAGE>

   The Company monitors and participates in the environmental regulatory
development process which enables the Company to evaluate new laws and
regulations. The Company does not anticipate a material increase in expenses
related to current environmental regulations, but because federal and state
environmental laws and regulations are constantly changing, the Company is
unable to predict their future impact.

   The Company has received notices from the U.S. Environmental Protection
Agency or similar state agencies that it has been deemed a potentially
responsible party ("PRP") under Superfund or a comparable state statute at
several sites and, thus, may be liable for a share of the associated
remediation cost. It is difficult to estimate the Company's ultimate liability
relating to these sites due to several uncertainties such as, but not limited
to, the method and extent of remediation, the percentage of material
attributable to the Company at the site relative to that attributable to other
parties, and the financial capabilities of the other PRPs. Based on currently
available information, however, the Company does not believe that its future
liability at these sites will be material to its financial condition, results
of operations, cash flow or competitive position.

ITEM 2. PROPERTIES

   A description of various properties and the segments to which they relate
is included in the business discussion of Item 1. In addition to those
described above, the Company owns or leases the following properties:

   The Company owns an approximately 26,000 square-feet office building in
Jackson, Mississippi, which is its corporate headquarters.

   The Company leases 4.2 acres from Bayer Corporation within Bayer's complex
for the Baytown, Texas aniline plant with a term equivalent to the aniline
contractual supply agreement.

   The Company leases 7 acres of waterfront property in Pascagoula,
Mississippi from the Jackson County Port Authority. This property, utilized by
both the Electronics and Other Specialty Chemicals segment and the
Polyurethane Chemicals segment, is used for loading and unloading ocean-going
vessels and barges at the Pascagoula facility. The lease expires in 2003.

   The Company owns 70 acres of undeveloped industrial land within 2 miles of
the Pascagoula site and 23 acres directly adjacent to the site. The Company
also owns approximately 78 acres of undeveloped industrial land directly
adjacent to its Tyrone, Pennsylvania facility.

   The Company leases office space in Dallas, Texas and research and
development laboratory space in Corpus Christi, Texas to support its DUV resin
and other specialty chemicals businesses.

   The Company believes that its properties are suitable and adequate for the
purposes for which they are used.

ITEM 3. LEGAL PROCEEDINGS

   The Company has pending several claims incurred against it in the normal
course of business which, in the opinion of management and legal counsel, can
be disposed of without material effect on the Company's financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   No matters were submitted to a vote of security holders of the Company,
through the solicitation of proxies or otherwise, during the fourth quarter of
2000.

                                      10
<PAGE>

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

   This information is incorporated by reference to "Stock Market Information"
found on the inside back cover of the 2000 Annual Report.

ITEM 6. SELECTED FINANCIAL DATA

   This information is incorporated by reference to page 12 of the 2000 Annual
Report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

   This information is incorporated by reference to pages 13 - 15 of the 2000
Annual Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   This information is incorporated by reference to "Market Risk" found on
page 15 of the 2000 Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The Company's consolidated financial statements are incorporated by
reference to pages 16 - 34 of the 2000 Annual Report. The supplementary data
is incorporated by reference to Note 13 on page 33 of the 2000 Annual Report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

   Not applicable.

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   This information is incorporated by reference to the following pages of the
Proxy Statement: 3 - 4; 7 - 10; 14; and 15.

ITEM 11. EXECUTIVE COMPENSATION

   This information is incorporated by reference to the following pages of the
Proxy Statement: 4 - 6; 11 - 12; and 16 - 21.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   This information is incorporated by reference to pages 2 and 12 - 14 of the
Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   This information is incorporated by reference to page 21 of the Proxy
Statement.


                                      11
<PAGE>

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

Financial Statements and Schedules

(a)(1) Financial Statements incorporated by reference to the 2000 Annual
Report:

<TABLE>
<CAPTION>
                                                              Pages in 2000
                                                              Annual Report
                                                              Incorporated
                                                           Herein by Reference
                                                           -------------------
      <S>                                                  <C>
      Consolidated Balance Sheets as of December 31, 2000
       and 1999...........................................          p. 16
      Consolidated Statements of Operations, years ended
       December 31, 2000, 1999 and 1998...................          p. 17
      Consolidated Statements of Stockholders' Equity,
       years ended December 31, 2000, 1999 and 1998.......          p. 18
      Consolidated Statements of Cash Flows, years ended
       December 31, 2000, 1999 and 1998...................          p. 19
      Notes to Consolidated Financial Statements..........      pp. 20-34
      Independent Auditors' Report........................          p. 35
</TABLE>

(a)(2) Supplementary Data is incorporated by reference to the 2000 Annual
Report. Additional schedules are either not required or are inapplicable and
have therefore been omitted.

(a)(3) EXHIBITS:

<TABLE>
 <C>   <S>
 2(a)  Agreement and Plan of Merger and Reorganization, dated as of August 27,
       1996, among Mississippi Chemical Corporation, MISS SUB, INC. and First
       Mississippi Corporation, was filed as Exhibit 2.1 to Amendment No. 1 to
       the Company's Form S-1 (Registration No. 333-15789) filed on November
       18, 1996, and is incorporated herein by reference.

 2(b)  Agreement and Plan of Distribution between First Mississippi Corporation
       and the Company dated December 18, 1996 was filed as Exhibit 2.2, Form
       of Agreement and Plan of Distribution, to Amendment No. 1 to the
       Company's Form S-1 (Registration No. 333-15789) filed on November 18,
       1996, and is incorporated herein by reference. The only modification to
       the text of the Form of Agreement and Plan of Distribution which is
       incorporated herein by reference was the substitution of "ChemFirst
       Inc." for "Newco" as a party to this agreement and the dating of the
       agreement as of December 18, 1996.
 2(c)  Tax Disaffiliation Agreement between First Mississippi Corporation and
       the Company dated December 18, 1996 was filed as Exhibit 2.3, Form of
       Tax Disaffiliation Agreement, to Amendment No. 1 to the Company's Form
       S-1 (Registration No. 333-15789) filed on November 18, 1996, and is
       incorporated herein by reference. The only modification to the text of
       the Form of Tax Disaffiliation Agreement which is incorporated herein by
       reference was the substitution of "ChemFirst Inc." for "Newco" as a
       party to this Agreement and the dating of the agreement as of December
       18, 1996.
 2(d)  Employee Benefits and Compensation Agreement between First Mississippi
       Corporation and the Company dated December 18, 1996 was filed as Exhibit
       2.4, Form of Employee Benefits and Compensation Agreement, to Amendment
       No. 1 to the Company's Form S-1 (Registration No. 333-15789) filed on
       November 18, 1996, and is incorporated herein by reference. The only
       modification to the text of the Form of Employee Benefits and
       Compensation Agreement which is incorporated herein by reference was the
       substitution of "ChemFirst Inc." for "Newco" as a party to this
       Agreement and the dating of the agreement as of December 18, 1996.
 3(a)  Amended and Restated Articles of Incorporation of the Company were filed
       as Exhibit 3.1 to Amendment No. 1 to the Company's Form S-1
       (Registration No. 333-15789) filed on November 18, 1996, and are
       incorporated herein by reference.
</TABLE>


                                      12
<PAGE>

<TABLE>
 <C>    <S>
  3(b)  Bylaws of the Company as amended were filed as Exhibit 4.3 to the
        Company's Form S-8 (Registration No. 333-69965) filed on December 30,
        1998, and are incorporated herein by reference.

  4(a)  Articles III, IV, V, VI, VII, VIII, IX and X of the Company's Amended
        and Restated Articles of Incorporation and the Statements of Resolution
        establishing the Company's 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 and the Company's Series X Junior Participating
        Preferred Stock are included in Exhibit 3(a).
  4(b)  Articles II, IV, IX and XII of the Company's Bylaws are included in
        Exhibit 3(b).

  4(c)  ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and
        Trust, as amended and restated on January 1, 1997, was filed as Exhibit
        4.6 to Post-Effective Amendment No. 2 to the Company's Registration
        Statement on Form S-8 (Registration No. 333-18691) filed on July 27,
        1999 and is incorporated herein by reference.

  4(d)  First Amendment to ChemFirst Inc. 401(k) and Employee Stock Ownership
        Plan and Trust was filed as Exhibit 4.7 to Post-Effective Amendment No.
        2 to the Company's Registration Statement on Form S-8 (Registration No.
        333-18691) filed on July 27, 1999, and is incorporated herein by
        reference.

  4(e)  Second Amendment to ChemFirst Inc. 401(k) and Employee Stock Ownership
        Plan and Trust was filed as Exhibit 4.10 to Post-Effective Amendment
        No. 2 to the Company's Registration Statement on Form S-8 (Registration
        No. 333-18691) filed on July 27, 1999, and is incorporated herein by
        reference.

  4(f)  Third Amendment to ChemFirst Inc. 401(k) and Employee Stock Ownership
        Plan and Trust was filed as Exhibit 4.9 to the Company's Registration
        Statement on Form S-8 (Registration No. 333-51002) filed on November
        30, 2000, and is incorporated herein by reference.

  4(g)  Fourth Amendment to ChemFirst Inc. 401(k) and Employee Stock Ownership
        Plan and Trust was filed as Exhibit 4.10 to the Company's Registration
        Statement on Form S-8 (Registration No. 333-51002) filed on November
        30, 2000, and is incorporated herein by reference.

  4(h)  Rights Agreement, dated as of October 30, 1996, between the Company and
        KeyCorp Shareholder Services, Inc., was filed as Exhibit 4 to Amendment
        No. 1 to the Company's Form S-1 (Registration No. 333-15789) filed on
        November 18, 1996 and is incorporated herein by reference.

  4(i)  First Amendment to Rights Agreement dated effective May 1, 1997, by and
        among the Company, KeyCorp Shareholder Services, Inc. and The Bank of
        New York, was filed as Exhibit 4.5 to the Company's Form S-8 (File No.
        333-69965) filed on December 30, 1998, and is incorporated herein by
        reference.

  4(j)  Post Spin-Off Agreement between First Mississippi and FirstMiss Gold
        Inc. dated as of September 24, 1995, which was assigned to the Company
        in connection with the Distribution, was filed as Exhibit 99.1 to First
        Mississippi's Form 8-K dated September 24, 1995, and is incorporated
        herein by reference.

  4(k)  Note Purchase Agreement between ChemFirst Inc., State Farm Life
        Insurance Company and Nationwide Life Insurance Company dated October
        15, 1998, was filed as Exhibit 4(j) to the Company's Annual Report on
        Form 10-K for the fiscal year ended December 31, 1998, and is
        incorporated herein by reference.

 10(a)* Termination Agreement, dated May 29, 1996 and effective June 1, 1996,
        and amended March 15, 1999, between the Company and its Chief Executive
        Officer, was filed as Exhibit 10(a) to the Company's Annual Report on
        Form 10-K for the fiscal year ended December 31, 1998, and is
        incorporated herein by reference.

 10(b)* Form of Termination Agreement between the Company and each of the
        following executive officers of the Company, which was assigned to the
        Company in connection with the Distribution and which form the Company
        continues to use, was filed as Exhibit 10(d) to First Mississippi's
        Annual Report on Form 10-K for the fiscal year ended June 30, 1996, and
        is incorporated herein by reference. The Company has executed a
        Termination Agreement with each of the following executive officers:
        Daniel P. Anderson, J. Steven Chustz, Paul J. Coder, George M. Simmons
        and R. Michael Summerford, each dated effective June 1, 1996; Scott A.
        Martin, dated effective December 1, 1996; Max P. Bowman, Troy B.
        Browning, William B. Kemp and James L. McArthur, each dated effective
        July 1, 1997; and William R. Jordan, dated effective May 25, 1999.
</TABLE>

                                       13
<PAGE>

<TABLE>
 <C>    <S>
 10(c)* ChemFirst Inc. 1988 Long-Term Incentive Plan was filed as Exhibit 4.5
        to the Company's Registration Statement on Form S-8 (Registration No.
        333-18693) filed on December 24, 1996, and is incorporated herein by
        reference.

 10(d)* ChemFirst Inc. 1995 Long-Term Incentive Plan was filed as Exhibit 4.4
        to the Company's Registration Statement on Form S-8 (Registration No.
        333-18693) filed on December 24, 1996, and is incorporated herein by
        reference.

 10(e)* ChemFirst Inc. 1998 Long-Term Incentive Plan, as amended, was included
        as Appendix A to the Company's Proxy Statement filed in connection with
        the Annual Meeting of Stockholders held on May 23, 2000, and is
        incorporated herein by reference.

 10(f)* 1991 Restatement of the First Mississippi Directors' Retirement Plan,
        as revised and restated on May 14, 1991, which was assigned to and
        assumed by the Company pursuant to the Benefits Agreement, was filed as
        Exhibit 10(f) to First Mississippi's Annual Report on Form 10-K for the
        fiscal year ended June 30, 1991, and is incorporated herein by
        reference.
 10(g)* First Mississippi Corporation 1989 Deferred Compensation Plan for
        Outside Directors ("Plan B"), as amended on September 12, 1994, which
        was assigned to and assumed by the Company pursuant to the Benefits
        Agreement, was filed as Exhibit 10(g) to First Mississippi's Annual
        Report on Form 10-K for the fiscal year ended June 30, 1995, and is
        incorporated herein by reference.
 10(h)* A description of the Company's Deferred Income Plan for Directors,
        Officers and Key Employees ("Plan A") is included in the Company's
        Proxy Statement filed in connection with the Annual Meeting of
        Stockholders to be held on May 22, 2001, and is incorporated herein by
        reference.
 10(i)* Form of Indemnification Agreement between the Company and the following
        former directors or executive officers of the Company, which was
        assigned to and assumed by the Company in connection with the
        Distribution (Company's Indemnification Agreements with each such
        individual contains substantially identical provisions to those
        contained in the form): Charles R. Gibson, Charles P. Moreton, Maurice
        T. Reed, Jr., Frank G. Smith, O. E. Wall, Charles M. McAuley and Thomas
        G. Tepas was filed as Exhibit 10(t) to First Mississippi's Annual
        Report on Form 10-K for the fiscal year ended June 30, 1988, and is
        incorporated herein by reference.
 10(j)* Form of Indemnification Agreement entered between the Company and the
        following current or former directors or executive officers of the
        Company on March 17, 1999 or subsequently thereto was filed as Exhibit
        10(k) to the Company's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1999 and is incorporated herein by reference.
        (Company's Indemnification Agreement with each such individual contains
        substantially identical provisions to those contained in the form):
        Richard P. Anderson, Paul A. Becker, James W. Crook, Michael J. Ferris,
        James E. Fligg, Robert P. Guyton, Paul W. Murrill, John F. Osborne,
        William A. Percy, II, Dan F. Smith, Leland R. Speed, R. Gerald Turner,
        J. Kelley Williams, Daniel P. Anderson, Max P. Bowman, Troy B.
        Browning, J. Steve Chustz, P. Jerry Coder, William R. Jordan, William
        B. Kemp, Scott A. Martin, James L. McArthur, George M. Simmons, R. M.
        Summerford and Roger Van Duyne.
 10(k)  ChemFirst Inc. 1997 Employee Stock Purchase Plan was filed as Exhibit
        4.3 to the Company's Registration Statement on Form S-8 (Registration
        No. 333-35221) filed on September 9, 1997, and is incorporated herein
        by reference.
 10(l)* ChemFirst Inc. Benefits Restoration Plan, dated effective January 1,
        1997.
    13  ChemFirst Inc. 2000 Annual Report to Stockholders (such Annual Report
        is not, except for those portions thereof which are expressly
        incorporated by reference, to be deemed "filed" as part of this Form10-
        K).
    21  List of the subsidiaries of the Company.
    23  Consent regarding incorporation of auditor's report into Registration
        Statement Nos. 333-18691, 333-18693, 333-35221, 333-69965, 333-38556
        and 333-51002.
</TABLE>
--------
   * Indicates management contract or compensatory plan or arrangement.

                                       14
<PAGE>

     Certain debt instruments have not been filed. The Company agrees to
  furnish a copy of such agreement(s) to the Commission upon request.

(b)No reports on Form 8-K were filed by the Company during the fourth quarter
of 2000.

(c) Please see (a)(3) above.

   The exhibits filed with the Commission are not included in the printed copy
of the Form 10-K. A copy of the exhibits will be provided upon payment of a
reasonable fee, to be specified at the time a request is made.

(d) Please see (a)(2) above.

                                      15
<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                          CHEMFIRST INC.

Date: March 26, 2001                             /s/ J. Kelley Williams
                                          By: _________________________________
                                                     J. Kelley Williams
                                                  Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
      /s/ J. Kelley Williams           Chairman of the Board of     March 26, 2001
______________________________________  Directors, Chief
          J. Kelley Williams            Executive Officer
                                        (Principal Executive
                                        Officer) and Director

       /s/ R. M. Summerford            President and Chief          March 26, 2001
______________________________________  Operating Officer
           R. M. Summerford

        /s/ Max P. Bowman              Vice President, Finance      March 26, 2001
______________________________________  and Treasurer (Principal
            Max P. Bowman               Financial Officer)

       /s/ Troy B. Browning            Controller (Principal        March 26, 2001
______________________________________  Accounting Officer)
           Troy B. Browning

     /s/ Richard P. Anderson                    Director            March 26, 2001
______________________________________
         Richard P. Anderson

        /s/ Paul A. Becker                      Director            March 26, 2001
______________________________________
            Paul A. Becker

      /s/ Michael J. Ferris                     Director            March 26, 2001
______________________________________
          Michael J. Ferris
</TABLE>


                                      16
<PAGE>

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
        /s/ James E. Fligg                      Director            March 26, 2001
______________________________________
            James E. Fligg

       /s/ Robert P. Guyton                     Director            March 26, 2001
______________________________________
           Robert P. Guyton

       /s/ Paul W. Murrill                      Director            March 26, 2001
______________________________________
           Paul W. Murrill

       /s/ John F. Osborne                      Director            March 26, 2001
______________________________________
           John F. Osborne

     /s/ William A. Percy, II                   Director            March 26, 2001
______________________________________
         William A. Percy, II

         /s/ Dan F. Smith                       Director            March 26, 2001
______________________________________
             Dan F. Smith

       /s/ Leland R. Speed                      Director            March 26, 2001
______________________________________
           Leland R. Speed

       /s/ R. Gerald Turner                     Director            March 26, 2001
______________________________________
           R. Gerald Turner
</TABLE>

                                       17
<PAGE>

                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.
-----------
<S>         <C>

  2(a)      Agreement and Plan of Merger and Reorganization, dated as of August
            27, 1996, among Mississippi Chemical Corporation, MISS SUB, INC. and
            First Mississippi Corporation, was filed as Exhibit 2.1 to Amendment
            No. 1 to the Company's Form S-1 (Registration No. 333-15789) filed
            on November 18, 1996, and is incorporated herein by reference.

  2(b)      Agreement and Plan of Distribution between First Mississippi
            Corporation and the Company dated December 18, 1996 was filed as
            Exhibit 2.2, Form of Agreement and Plan of Distribution, to
            Amendment No. 1 to the Company's Form S-1 (Registration No. 333-
            15789) filed on November 18, 1996, and is incorporated herein by
            reference. The only modification to the text of the Form of
            Agreement and Plan of Distribution which is incorporated herein by
            reference was the substitution of "ChemFirst Inc." for "Newco" as a
            party to this agreement and the dating of the agreement as of
            December 18, 1996.

  2(c)      Tax Disaffiliation Agreement between First Mississippi Corporation
            and the Company dated December 18, 1996 was filed as Exhibit 2.3,
            Form of Tax Disaffiliation Agreement, to Amendment No. 1 to the
            Company's Form S-1 (Registration No. 333-15789) filed on November
            18, 1996, and is incorporated herein by reference. The only
            modification to the text of the Form of Tax Disaffiliation Agreement
            which is incorporated herein by reference was the substitution of
            "ChemFirst Inc." for "Newco" as a party to this Agreement and the
            dating of the agreement as of December 18, 1996.

  2(d)      Employee Benefits and Compensation Agreement between First
            Mississippi Corporation and the Company dated December 18, 1996 was
            filed as Exhibit 2.4, Form of Employee Benefits and Compensation
            Agreement, to Amendment No. 1 to the Company's Form S-1
            (Registration No. 333-15789) filed on November 18, 1996, and is
            incorporated herein by reference. The only modification to the text
            of the Form of Employee Benefits and Compensation Agreement which is
            incorporated herein by reference was the substitution of "ChemFirst
            Inc." for "Newco" as a party to this Agreement and the dating of the
            agreement as of December 18, 1996.

  3(a)      Amended and Restated Articles of Incorporation of the Company were
            filed as Exhibit 3.1 to Amendment No. 1 to the Company's Form S-1
            (Registration No. 333-15789) filed on November 18, 1996, and are
            incorporated herein by reference.

  3(b)      Bylaws of the Company as amended were filed as Exhibit 4.3 to the
            Company's Form S-8 (Registration No. 333-69965) filed on December
            30, 1998, and are incorporated herein by reference.

  4(a)      Articles III, IV, V, VI, VII, VIII, IX and X of the Company's
            Amended and Restated Articles of Incorporation and the Statements of
            Resolution establishing the Company's
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>         <C>

            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 and the
            Company's Series X Junior Participating Preferred Stock are included
            in Exhibit 3(a).

  4(b)      Articles II, IV, IX and XII of the Company's Bylaws are included in
            Exhibit 3(b).

  4(c)      ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and
            Trust, as amended and restated on January 1, 1997, was filed as
            Exhibit 4.6 to Post-Effective Amendment No. 2 to the Company's
            Registration Statement on Form S-8 (Registration No. 333-18691)
            filed on July 27, 1999 and is incorporated herein by reference.

  4(d)      First Amendment to ChemFirst Inc. 401(k) and Employee Stock
            Ownership Plan and Trust was filed as Exhibit 4.7 to Post-Effective
            Amendment No. 2 to the Company's Registration Statement on Form S-8
            (Registration No. 333-18691) filed on July 27, 1999, and is
            incorporated herein by reference.

  4(e)      Second Amendment to ChemFirst Inc. 401(k) and Employee Stock
            Ownership Plan and Trust was filed as Exhibit 4.10 to Post-Effective
            Amendment No. 2 to the Company's Registration Statement on Form S-8
            (Registration No. 333-18691) filed on July 27, 1999, and is
            incorporated herein by reference.

  4(f)      Third Amendment to ChemFirst Inc. 401(k) and Employee Stock
            Ownership Plan and Trust was filed as Exhibit 4.9 to the Company's
            Registration Statement on Form S-8 (Registration No. 333-51002)
            filed on November 30, 2000, and is incorporated herein by reference.

  4(g)      Fourth Amendment to ChemFirst Inc. 401(k) and Employee Stock
            Ownership Plan and Trust was filed as Exhibit 4.10 to the Company's
            Registration Statement on Form S-8 (Registration No. 333-51002)
            filed on November 30, 2000, and is incorporated herein by reference.

  4(h)      Rights Agreement, dated as of October 30, 1996, between the Company
            and KeyCorp Shareholder Services, Inc., was filed as Exhibit 4 to
            Amendment No. 1 to the Company's Form S-1 (Registration No. 333-
            15789) filed on November 18, 1996 and is incorporated herein by
            reference.

  4(i)      First Amendment to Rights Agreement dated effective May 1, 1997, by
            and among the Company, KeyCorp Shareholder Services, Inc. and The
            Bank of New York, was filed as Exhibit 4.5 to the Company's Form S-8
            (File No. 333-69965) filed on December 30, 1998, and is incorporated
            herein by reference.

  4(j)      Post Spin-Off Agreement between First Mississippi and FirstMiss Gold
            Inc. dated as of September 24, 1995, which was assigned to the
            Company in connection with the Distribution, was filed as Exhibit
            99.1 to First Mississippi's Form 8-K dated September 24, 1995, and
            is incorporated herein by reference.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>         <C>

  4(k)      Note Purchase Agreement between ChemFirst Inc., State Farm Life
            Insurance Company and Nationwide Life Insurance Company dated
            October 15, 1998, was filed as Exhibit 4(j) to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1998, and
            is incorporated herein by reference.

  10(a)*    Termination Agreement, dated May 29, 1996 and effective June 1,
            1996, and amended March 15, 1999, between the Company and its Chief
            Executive Officer, was filed as Exhibit 10(a) to the Company's
            Annual Report on Form 10-K for the fiscal year ended December 31,
            1998, and is incorporated herein by reference.

  10(b)*    Form of Termination Agreement between the Company and each of the
            following executive officers of the Company, which was assigned to
            the Company in connection with the Distribution and which form the
            Company continues to use, was filed as Exhibit 10(d) to First
            Mississippi's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1996, and is incorporated herein by reference. The Company
            has executed a Termination Agreement with each of the following
            executive officers: Daniel P. Anderson, J. Steven Chustz, Paul J.
            Coder, George M. Simmons and R. Michael Summerford, each dated
            effective June 1, 1996; Scott A. Martin, dated effective December 1,
            1996; Max P. Bowman, Troy B. Browning, William B. Kemp and James L.
            McArthur, each dated effective July 1, 1997; and William R. Jordan,
            dated effective May 25, 1999.

  10(c)*    ChemFirst Inc. 1988 Long-Term Incentive Plan was filed as Exhibit
            4.5 to the Company's Registration Statement on Form S-8
            (Registration No. 333-18693) filed on December 24, 1996, and is
            incorporated herein by reference.

  10(d)*    ChemFirst Inc. 1995 Long-Term Incentive Plan was filed as Exhibit
            4.4 to the Company's Registration Statement on Form S-8
            (Registration No. 333-18693) filed on December 24, 1996, and is
            incorporated herein by reference.

  10(e)*    ChemFirst Inc. 1998 Long-Term Incentive Plan, as amended, was
            included as Appendix A to the Company's Proxy Statement filed in
            connection with the Annual Meeting of Stockholders held on May 23,
            2000, and is incorporated herein by reference.

  10(f)*    1991 Restatement of the First Mississippi Directors' Retirement
            Plan, as revised and restated on May 14, 1991, which was assigned to
            and assumed by the Company pursuant to the Benefits Agreement, was
            filed as Exhibit 10(f) to First Mississippi's Annual Report on Form
            10-K for the fiscal year ended June 30, 1991, and is incorporated
            herein by reference.

  10(g)*    First Mississippi Corporation 1989 Deferred Compensation Plan for
            Outside Directors ("Plan B"), as amended on September 12, 1994,
            which was assigned to and assumed by the Company pursuant to the
            Benefits Agreement, was filed as Exhibit 10(g) to First
            Mississippi's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1995, and is incorporated herein by reference.
</TABLE>
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<S>         <C>

  10(h)*    A description of the Company's Deferred Income Plan for Directors,
            Officers and Key Employees ("Plan A") is included in the Company's
            Proxy Statement filed in connection with the Annual Meeting of
            Stockholders to be held on May 22, 2001, and is incorporated herein
            by reference.

  10(i)*    Form of Indemnification Agreement between the Company and the
            following former directors or executive officers of the Company,
            which was assigned to and assumed by the Company in connection with
            the Distribution (Company's Indemnification Agreements with each
            such individual contains substantially identical provisions to those
            contained in the form): Charles R. Gibson, Charles P. Moreton,
            Maurice T. Reed, Jr., Frank G. Smith, O. E. Wall, Charles M. McAuley
            and Thomas G. Tepas was filed as Exhibit 10(t) to First
            Mississippi's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1988, and is incorporated herein by reference.

  10(j)*    Form of Indemnification Agreement entered between the Company and
            the following current or former directors or executive officers of
            the Company on March 17, 1999 or subsequently thereto was filed as
            Exhibit 10(k) to the Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1999 and is incorporated herein by
            reference. (Company's Indemnification Agreement with each such
            individual contains substantially identical provisions to those
            contained in the form): Richard P. Anderson, Paul A. Becker, James
            W. Crook, Michael J. Ferris, James E. Fligg, Robert P. Guyton, Paul
            W. Murrill, John F. Osborne, William A. Percy, II, Dan F. Smith,
            Leland R. Speed, R. Gerald Turner, J. Kelley Williams, Daniel P.
            Anderson, Max P. Bowman, Troy B. Browning, J. Steve Chustz, P. Jerry
            Coder, William R. Jordan, William B. Kemp, Scott A. Martin, James L.
            McArthur, George M. Simmons, R. M. Summerford and Roger Van Duyne.

  10(k)     ChemFirst Inc. 1997 Employee Stock Purchase Plan was filed as
            Exhibit 4.3 to the Company's Registration Statement on Form S-8
            (Registration No. 333-35221) filed on September 9, 1997, and is
            incorporated herein by reference.

  10(l)*    ChemFirst Inc. Benefits Restoration Plan, dated effective January 1,
            1997.

  13        ChemFirst Inc. 2000 Annual Report to Stockholders (such Annual
            Report is not, except for those portions thereof which are expressly
            incorporated by reference, to be deemed "filed" as part of this
            Form 10-K).

  21        List of the subsidiaries of the Company.

  23        Consent regarding incorporation of auditor's report into
            Registration Statement Nos. 333-18691, 333-18693, 333-35221, 333-
            69965, 333-38556 and 333-51002.
</TABLE>

_______________
*  Indicates management contract or compensatory plan or arrangement.
<PAGE>

(Note:  The exhibits filed with the Commission are not included in this copy of
        the Form 10-K. A copy of the exhibits will be provided upon payment of a
        reasonable fee, to be specified at the time a request is made.)