UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended December 31, 1999     Commission File Number 333-15789

                                 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 offices)                        (Zip Code)

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

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

      Title of each class              Name of each exchange on which registered
      -------------------              -----------------------------------------

   Common Stock, Par Value $1                    New York Stock Exchange

   Common Stock, Purchase Rights

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. |X|

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 16, 2000 (based on the closing sale price of $21.00 of
the Registrant's Common Stock, as reported on the New York Stock Exchange
Composite Tape on such date) was approximately $315,267,498.

The number of shares of the Registrant's Common Stock outstanding as of March
16, 2000 was 16,392,205.


<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

      Certain information required to be disclosed in this Form 10-K is
incorporated by reference to the Company's 1999 Annual Report to Stockholders
and the Company's definitive Proxy Statement for the May 23, 2000 annual meeting
of stockholders. The location of the incorporated information is as follows:

Part I of Form 10-K                                 Location in Annual Report
-------------------                                 ------------------------

Item 1.  Business                                   Notes 2 and 12

Part II of Form 10-K
--------------------

Item 5.  Market for Registrant's Common Equity
         and Related Stockholder Matters            Inside back cover

Item 6.  Selected Financial Data                    p. 2

Item 7.  Management's Discussion and Analysis
         of Financial Condition and Results of
         Operations                                 p. 13-15

Item 7A. Quantitative and Qualitative
         Disclosures about Market Risk              See Management's Discussion
                                                    and Analysis of Financial
                                                    Condition and Results of
                                                    Operations

Item 8.  Financial Statements and
         Supplementary Data                         p. 16-35

                                                    Location in Definitive Proxy
Part III of Form 10-K                               Statement
---------------------                               ----------------------------

Item 10. Directors and Executive Officers
         of the Registrant                          pp. 3; 4-8; 10; 12

Item 11. Executive Compensation                     pp. 10; 11; 13-20

Item 12. Security Ownership of Certain
         Beneficial Owners and Management           pp. 2; 8-10

Item 13. Certain Relationships and
         Related Transactions                       p. 16


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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, polymer, photographic,
photosensitive and agricultural applications, as well as the production of
polyurethane chemicals. The Company had previously reclassified the engineered
products and services segment and the 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, 2000, the Company had 678 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
were subsidiaries of First Mississippi and the Company's operations were
conducted through subsidiaries of First Mississippi.

Recent Developments

      On December 31, 1997, the Company acquired the acylation derivatives
business of Clariant Corporation. This business is conducted through TriQuest,
L.P., a limited partnership in which the Company owns an 87.5% interest, with
the remaining 12.5% interest owned by former members of Clariant Corporation's
acylation derivatives employee group who are now employees of TriQuest. The
Company is involved in the development and marketing of derivatives of
4-hydroxyacetophenone for electronic chemicals, polymer enhancement chemicals
and specialty resins. The electronic chemical products are resins used in deep
ultraviolet ("DUV") photoresist applications to produce advanced semiconductors
with line geometries at or below 0.25 microns. Also on December 31, 1997, the
Company acquired certain chemical mechanical planarization ("CMP") assets of
Baikowski International Corporation, a subsidiary of Baikowski Chimie, SA, and
the CMP assets of Moyco Technologies, Inc. and its affiliate, Sweet Pea
Technologies, Inc. The acquisition of these CMP assets provided the Company with
an entrance into the CMP market, which involves mechanical polishing of silicon
wafers utilizing a slurry of abrasives and chemicals to produce a flatter
surface. Acylation derivatives and CMP are included in the Company's Electronic
and Other Specialty Chemicals segment.

      On January 22, 1998, the Company sold its 50% interest in Power Sources,
Inc. ("PSI") to Trigen Energy Corporation for approximately $20.0 million in
cash. Previously reported contingencies regarding this sale were resolved
without adjustment to the sales proceeds. The Company no longer has an ownership
interest in PSI.

      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


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approximately $8.0 million, subject to certain immaterial post-closing
adjustments. 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 approximately $13.0 million, subject to
certain post-closing working capital adjustments.

      The Company's disposition of its engineered products and services business
and steel business furthers the Company's strategy to focus on chemicals.

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 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 raw materials, 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 international market
forces, the inability of the Company to either resolve Year 2000 issues that may
subsequently arise or to accurately estimate the costs associated with such
issues, although the Company has experienced no significant Year 2000 issues or
problems to date and is not aware of any such issues or problems, 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. Financial information regarding the
Company's segments, which includes sales, pretax operating results and
identifiable assets, is provided in Note 12 of the Consolidated Financial
Statements, 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,
photosensitive and agricultural applications and provides associated contract
research and development. These chemicals are typically produced by multi-step
batch processing. 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. 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 our 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 often larger than for 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-


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trained applications engineering staff. The Company's electronic chemicals are
used in the semiconductor and related industries. These chemicals include
organic post metal cleaning solutions which remove photoresist and dry-etch
residue during the manufacture of semiconductors, post-dry-etch residue
removers, specialty resins used in DUV photoresists, and other performance
chemicals and materials for cleaning and polishing silicon wafers in
semiconductor manufacturing. During 1999, the Company acquired a choline product
line for use in electronic chemicals. Choline is an ingredient in photoresist
strippers used to manufacture printed wire boards and other electronic
interconnects.

      Most of the Company's other specialty chemicals are sold to a narrow base
of customers, which are either end users or producers of performance chemicals.
Because of their 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. The 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, cosmetics and
agricultural companies for use in herbicides, a plant growth regulator, plastic
curatives, cosmetics, protease inhibitors, rubber processing chemicals, optical
brighteners, dyestuffs and pigments, microchip packaging materials and
photoinitiators.

      The Company owns and operates electronic chemical manufacturing facilities
in Hayward, California and East Kilbride, Scotland. The Company's 65,000 square
foot California facility includes offices, research and development labs and
manufacturing and packaging facilities. An additional 13,400 square-feet of
office and warehouse space is leased in an adjacent facility. The California
facility currently utilizes approximately 60% of production capability on a
two-shift, five-day basis. The second shift was added in February 2000 in
response to increased demand for remover product, due to semiconductor industry
growth. During 1998, the Company completed an expansion at its Scotland facility
which increased square footage to 26,300. The expansion was equipped in 1999
with new production systems designed to meet the semiconductor industry's
requirements for ultra pure chemicals. The Scotland facility currently utilizes
approximately 80% of available production capability on a one-shift, five-day
basis. Utilization is expected to drop to about 50% within the first quarter of
2000, when full capacity and expected operating efficiencies from the 1999
manufacturing systems installation are brought fully online. Thus, the Company
has substantial capacity to expand production. The Company also produces select
products through toll manufacturers in California, 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. A new applications laboratory was constructed in the Hayward
facility in the second quarter of 1999 for the development of CMP products.

      The Company produces specialty and electronic chemicals and provides
related contract research services at Tyrone, Pennsylvania; Dayton, Ohio; and
Pascagoula, Mississippi. All of these facilities are owned by the Company.
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 1999 was approximately 4.0 million pounds. During 1998,
the Company completed an expansion at the Dayton facility for the production of
DUV photoresist resins. The Dayton facility also includes a current Good
Manufacturing Practices (cGMP) pilot plant for scale-up work and production of
small quantities of fine and pharmaceutical chemicals. Annual production
capacity at Dayton is between 1.5 million and 2.0 million pounds depending on
the product mix and the type of processing required. Production in 1999 was
approximately 700,000 pounds. Specialty chemical production capacity at
Pascagoula is between 70 and 80 million pounds, depending on the product mix and
the processing required. Production at this facility was approximately 67
million pounds during 1999. 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 chemicals manufactured to the specifications and
performance criteria of its customers ranging from gram to commercial
quantities. The Company's multifunctional manufacturing facilities 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 fine chemicals in quantities
ranging from the very small amounts needed for initial product testing or
toxicity studies, through


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pilot plant production of developmental quantities or clinical trials and
continuing through commercial production. Although historically customers have
purchased relatively small quantities of certain specialty chemicals, primarily
for their new product development and market testing, recently the sale of
commercial quantities of product has increased significantly as the trend to
outsource strengthens. Companies involved in the mass 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 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 contract research services primarily for the pharmaceutical and
electronic chemical industries in the United States and Europe. These services
are highly specialized, requiring a team of research and development experts.
These services allow our customers to expand and support their internal research
and development efforts and are provided on a fee basis or by purchase order for
small quantities (less than 10 kgs.). The cGMP pilot plant, discussed above, is
used extensively to support this effort.

      The Company's electronic and other specialty chemicals accounted for
approximately 56%, 60%, and 61% of the Company's consolidated net sales for
1999, 1998 and 1997, respectively.

Marketing and Sales

      Electronic chemicals are marketed domestically and internationally in
Europe and the Pacific Rim. With the exception of the DUV resin product line,
the California facility serves North America and the Pacific Rim, and the
Scotland facility serves the European community. These chemicals are distributed
in gallon, liter, returnable drum or large volume dedicated containers. In the
U.S., 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 and Europe, 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 products for the Japanese market in a tolling arrangement
with the Company's Japanese distributor. DUV resins are manufactured at the
Dayton site and shipped directly to photoresist manufacturers. These products
are distributed in the form of dry powder or in specialty solutions shipped in
appropriate small volume containers. The choline electronic materials are sold
through formulators supplying the printed wire board market. Electronic
chemicals are typically sold by purchase order.

      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. These chemicals
sales are made primarily through the Company's internal sales force. These
specialty chemicals are typically sold in drums, or, for larger volume products,
in bulk. Domestic shipments are typically by truck or rail. Exported products
are shipped in ocean-going tankers, iso-containers or drums to European,
Japanese and South American markets.

Raw Materials

      Except for DUV resins, the primary raw materials for the manufacture of
electronic chemicals include free-base hydroxylamine, catechol, diglycolamine,
trimethylamine, N-methylpyrrolidone and alumina powders. With the exception of
hydroxylamine and catechol, raw materials are generally available in adequate
quantities from several suppliers, subject to market variation in price.
Hydroxylamine and catechol are each currently available from single suppliers,
located in Japan. The Company is seeking additional sources of hydroxylamine and
catechol and is currently evaluating samples supplied by alternative
manufacturers. The primary raw material for the Company's DUV resin business,
4-hydroxyacetophenone, is available from a single source under a long-term
contract.


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      Primary raw materials for the production of its other specialty chemicals
include hydrogen, hydrogen peroxide, caustic, toluene, ethyl
trifluoroacetoacetate, 2-Fluorophenylhydrazine, o-aminophenol, formaldehyde,
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. The Company believes that although there
are approximately 12 companies participating in this market worldwide, only the
Company and three others have significant market share for advanced and post
metal cleaning solutions required by the current state of the art semiconductor
and related industries. 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 major competitor whereby the
Company licenses its HDA(R) (hydroxylamine) patented post ash residue 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, which
are currently the subject of arbitration between the Company and the competitor.
The Company has approximately eight U.S. and four foreign patents regarding its
HDA(R) technology. The earliest of these patents expires in 2011. Regarding CMP,
the Company believes that the oxide slurry world market is dominated by two
other companies, with the larger company 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. producer. There are two major competitors selling resins in the
merchant market in direct competition with the Company. Both competitors are
Japanese companies who produce resins in Japan and market resins on a global
basis. In addition, two Japanese companies who produce and supply DUV
photoresists also produce resins as a captive supply source.

      The Company competes domestically and internationally with numerous
producers of specialty chemicals. Major competitors are both smaller and larger
companies. Competition is fierce and is based on service, quality, manufacturing
capabilities and expertise in batch chemical production, research and
development capabilities and price. The Company's large batch manufacturing
sites 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, but 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 the Company's sales contracts provide some protection from fluctuation
in raw material price for most of the aniline 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


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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.

      The Company's manufacturing facility in Pascagoula is supported by
storage, rail, truck, barge and ship distribution facilities. This facility
utilizes nitration technology and a proprietary process for continuous
hydrogenation. 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 during 1999 was approximately 300 million
pounds.

      In 1996, the Company entered into a long-term agreement with Bayer
Corporation (`'Bayer") to build, own and operate a world scale nitrobenzene and
aniline facility at Bayer's Baytown, Texas chemical complex to supply Bayer's
MDI (methylene diphenyl diisocyanate) manufacturing operations. Phase I of the
facility, with a design capacity of 250 million pounds of aniline, was completed
in 1998 and is now operating at design capacity. If a potential Phase II to the
facility is constructed, it would add another 250 million pounds of capacity. A
majority of the Company's current aniline production from the Pascagoula
facility is sold to Bayer under a long-term contract. If Phase II of the Baytown
facility is constructed, Bayer may terminate this contract and take its future
requirements from the Baytown facility. Bayer is the Company's largest customer.

      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. 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 and in a widely used herbicide
for corn and soybeans.

      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 coating architectural applications.

      Polyurethane chemicals accounted for approximately 44%, 40%, and 39% of
the Company's consolidated net sales for 1999, 1998 and 1997, 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

      Benzene, which is a principal raw material for 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. The Company is
protected from fluctuations in raw material prices under the contracts in which
most of its aniline production is sold. The remainder of its production is sold
under contracts with price protection for major raw material price fluctuations,
or under short-term contracts or purchase orders at prices that generally
reflect its actual raw material cost. Other significant raw materials include
toluene, ammonia and natural gas. The Company purchases ammonia at market
prices. The Company purchases natural gas in the spot market for use in
producing the hydrogen necessary for its manufacturing processes. This gas is
transported into the Pascagoula plant through an interstate pipeline under firm
and interruptible contracts.

Competition

      The Company is one of five major U.S. producers of aniline, with
approximately 21.1% of current domestic capacity and an estimated 6.8% of
current world capacity. In February 2000 one of the Company's competitors


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brought on line a new aniline plant. In addition, another competitor has
announced that a plant currently under construction will be brought on line in
late 2000 or early 2001, after which the Company will have an estimated 20.5% of
domestic capacity and 6.7% of world capacity. Major competitors are large
chemical companies. Competition for the products produced in this segment is
based on price, service, quality, marketing and research and development support
capabilities.

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.

Company 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 $7.4 million, $7.5 million, and $5.0 million on
research and development in 1999, 1998 and 1997, respectively. Research
facilities include laboratories, pilot plant and semi-works for 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 pilot plant in Dayton is utilized in the Company's research and
development efforts.

      The Company continues to focus research efforts on developing new and
improved electronic chemicals, including remover products, CMP 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 being conducted in cooperation with two North
American universities. 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.

Company Patents

      The Company owns, or is licensed under, a number of patents, patent
applications and trade secrets covering its products and processes. The Company
believes that, in the aggregate, the rights under such patents and licenses are
important to its operations, but, with the exception of the HDA(R) etch residue
remover patents referenced above, 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 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 1999 were
$600,000. Projected environmental capital expenditures for 2000 and 2001 are
$1.3 million and $1.1 million, respectively. While these expenditures are
necessary to comply with environmental laws and regulations, they may also
reduce operating expenses and improve efficiencies.


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<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 United States 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. In addition to those described above,
the Company owns or leases the following properties:

      The Company owns an approximately 26,000 square-foot 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 aniline plant with a term equivalent to the aniline contractual
supply agreement.

      The Company leases 7 acres of waterfront property from the Jackson County
Port Authority. This property is used for loading and unloading ocean-going
vessels and barges at its Pascagoula, Mississippi facility. The lease expires in
2003.

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

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

      The Company was a party to a long-term lease agreement covering office
space in Jackson, Mississippi. During 1999, a new tenant was found for this
space and the lease was cancelled. The Company has no further obligations under
that lease agreement.

      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
1999.


                                       10
<PAGE>

                                     PART II

ITEMS 5-8. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS, SELECTED FINANCIAL DATA, MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK, AND FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The information called for by Part II, Items 5-8, has been included in the
Registrant's Annual Report to Stockholders for the fiscal year ended December
31, 1999, which has been furnished to the Commission and portions of which are
incorporated herein by reference. See "Documents Incorporated by Reference" on
Page 2 hereof for the locations of such information.

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

      Not applicable.

                                    PART III

ITEMS 10-13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, EXECUTIVE
COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,
AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information called for by Part III, Items 10-13, has been included in
the Registrant's definitive Proxy Statement for the May 23, 2000 Annual Meeting
of Stockholders, which will be filed with the Commission by March 30, 2000,
pursuant to Regulation 14A, and is incorporated herein by reference. See
"Documents Incorporated by Reference" on Page 2 hereof for the location of such
information.

                                     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 Registrant's Annual
       Report to Stockholders for the fiscal year ended December 31, 1999 and
       Supplementary Data.

                                                                  Pages in
                                                             1999 Annual Report
                                                               to Stockholders
                                                             Incorporated Herein
                                                                 by Reference
                                                                 ------------

Consolidated Balance Sheets as of December 31, 1999 and 1998.       p. 16
Consolidated Statements of Operations, years ended
  December 31, 1999, 1998 and 1997 ..........................       p. 17
Consolidated Statements of Stockholders' Equity, years ended
  December 31, 1999, 1998 and 1997 ..........................       p. 18
Consolidated Statements of Cash Flows, years ended
  December 31, 1999, 1998 and 1997 ..........................       p. 19
Notes to Consolidated Financial Statements ..................     pp. 20-34
Independent Auditors' Report ................................       p. 35

(a)(2) Additional schedules are either not required under the applicable
       instructions or are inapplicable and have therefore been omitted.


                                       11
<PAGE>

(a)(3) EXHIBITS

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 is 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 is incorporated herein by reference.

4(a)   Articles III, IV, V, VI, VII, VIII, IX and X of the Company's Charter 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)   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.


                                       12
<PAGE>

4(g)   First Amendment to Rights Agreement dated effective May 1, 1997, by and
       among the Company, KeyCorp Shareholders 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(h)   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(i)   Tax Ruling 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 99.2 to First
       Mississippi's Form 8-K dated September 24, 1995, and is incorporated
       herein by reference.

4(j)   Loan 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 99.3 to First Mississippi's
       Form 8-K dated September 24, 1995, and is incorporated herein by
       reference.

4(k)   Amended Tax Sharing 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 99.4 to
       First Mississippi's Form 8-K dated September 24, 1995, and is
       incorporated herein by reference.

4(l)   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. 1980 Long-Term Incentive Plan was filed as Exhibit 4.6 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. 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(e)* 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(f)* ChemFirst Inc. 1998 Long-Term Incentive Plan was included as Appendix A
       to the Company's Proxy Statement filed in connection with the Annual
       Meeting of Stockholders held on May 27, 1998, and is incorporated herein
       by reference.

10(g)* 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.


                                       13
<PAGE>

10(h)* First Mississippi Corporation 1989 Deferred Compensation Plan for Outside
       Directors, 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(i)* 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 25, 1999, and is incorporated herein by reference.

10(j)* 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(k)* Form of Indemnification Agreement entered between the Company and the
       following directors or executive officers of the Company on March 17,
       1999 or subsequently thereto (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, William A. Percy, II, Dan R. 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(l)  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.

13     ChemFirst Inc. 1999 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, and 333-69965.

27(a)  Financial Data Schedule.

27(b)  Financial Data Schedule (restated).

27(c)  Financial Data Schedule (restated).

----------
* Indicates management contract or compensatory plan or arrangement.

       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 1999.

       (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.


                                       14
<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 20, 2000


                                 BY: /s/ J. Kelley Williams
                                     ----------------------
                                     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>
         Signatures                                Title                             Date
         ----------                                -----                             ----

<S>                                <C>                                            <C>
/s/ J. Kelley Williams             Chairman of the Board of Directors, Chief      March 20, 2000
--------------------------------   Executive Officer (Principal Executive
J. Kelley Williams                 Officer) and Director


/s/ R. M. Summerford               President and Chief Operating Officer          March 20, 2000
--------------------------------
R. M. Summerford


/s/ Max P. Bowman                  Vice President, Finance and Treasurer          March 20, 2000
--------------------------------   (Principal Financial Officer)
Max P. Bowman


/s/ Troy B. Browning               Controller (Principal Accounting Officer)      March 20, 2000
--------------------------------
Troy B. Browning


/s/ Richard P. Anderson            Director                                       March 20, 2000
--------------------------------
Richard P. Anderson


/s/ Paul A. Becker                 Director                                       March 20, 2000
--------------------------------
Paul A. Becker


/s/ James W. Crook                 Director                                       March 20, 2000
--------------------------------
James W. Crook


/s/ Michael J. Ferris              Director                                       March 20, 2000
--------------------------------
Michael J. Ferris


/s/ James E. Fligg                 Director                                       March 20, 2000
--------------------------------
James E. Fligg


/s/ Robert P. Guyton               Director                                       March 20, 2000
--------------------------------
Robert P. Guyton


/s/ Paul W. Murrill                Director                                       March 20, 2000
--------------------------------
Paul W. Murrill


/s/ William A. Percy, II           Director                                       March 20, 2000
--------------------------------
William A. Percy, II


/s/ Dan F. Smith                   Director                                       March 20, 2000
--------------------------------
Dan F. Smith


/s/ Leland R. Speed                Director                                       March 20, 2000
--------------------------------
Leland R. Speed


/s/ R. Gerald Turner                Director                                       March 20, 2000
--------------------------------
R Gerald Turner
</TABLE>


                                       15
<PAGE>

                                    EXHIBITS
                               INDEX TO EXHIBITS

Exhibit Number
--------------

10(k)* Form of Indemnification Agreement entered between the Company and the
       following directors or executive officers of the Company on March 17,
       1999 or subsequently thereto (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, William A. Percy, II, Dan R. 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.

13     ChemFirst Inc. 1999 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 Registrant.

23     Consent regarding incorporation of auditor's report into Registration
       Statement Nos. 333-18691, 333-18693, 333-35221 and 333-69965.

27(a)  Financial Data Schedule [For EDGAR filing only].

27(b)  Financial Data Schedule (restated) [For EDGAR filing only].

27(c)  Financial Data Schedule (restated) [For EDGAR filing only].


                                       16