**EXHIBIT 31.2**

** **

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

**PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF2002**

I, Timothy A. Dawson, SeniorVice President and Chief Financial Officer of Mississippi Chemical Corporation(the "Registrant"), hereby certify that:

          1. I have reviewed this quarterly report on Form 10-Q of the Registrant for theperiod ended September 30, 2004;

          2.  Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this quarterlyreport;

          3. Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theRegistrant as of, and for, the periods presented in this quarterly report;

          4. The Registrant's other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures as defined inExchange Act Rules 13a-15(e) and 15d-15(e) for the Registrant and have:

a)  Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

b)  Evaluatedthe effectiveness of the Registrant's disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures as of the end of the period covered by thisreport based on such evaluation; and

c)  Disclosedin this report any changes in the Registrant's internal control over financialreporting that occurred during the Registrant's most recent fiscal quarter thathas materially affected or is reasonably likely to materially affect theRegistrant's internal control over financial reporting; and

          5. The Registrant's other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theRegistrant's auditors and the audit committee of the Registrant's board ofdirectors:

a)  Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Registrant's ability to record, process, summarize andreport financial information; and 

b)  Anyfraud, whether or not material, that involves management or other employees whohave a 

significantrole in the Registrant's internal control over financial reporting. 
| November 15, 2004 | /s/ Timothy A. Dawson                              |
|-------------------|----------------------------------------------------|
|                   | Timothy A. Dawson                                  |
|                   | Senior Vice President and  Chief Financial Officer |