FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

     (Mark One)

            [X]   Quarterly Report Pursuant to Section 13 or 15(d)
                    Of The Securities Exchange Act of 1934

                     For Quarter Ended December 31, 1997


                                      OR


            [ ]  Transition Report Pursuant to Section 13 or 15(d)
                    Of the Securities Exchange Act of 1934

                     For Quarter Ended December 31, 1997
                       Commission File Number 001-12217


                       MISSISSIPPI CHEMICAL CORPORATION


                    Organized in the State of Mississippi
                      Tax Identification No. 64-0292638
                 P. O. Box 388, Yazoo City, Mississippi 39194
                          Telephone No. 601+746-4131


          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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

            Class                               Number of Shares
            --------                            ----------------
            Common Stock, $0.01 par value             27,334,555


<PAGE>
                       MISSISSIPPI CHEMICAL CORPORATION
                               AND SUBSIDIARIES

                                    INDEX



                                                                         Page
                                                                        Number
                                                                        ------
PART I.        FINANCIAL INFORMATION:

     Item 1.   Consolidated Financial Statements

               Consolidated Statements of Income                             3
                 Three months ended December 31, 1997 and 1996, and
                 Six months ended December 31, 1997 and 1996

               Consolidated Balance Sheets
                 December 31, 1997 and June 30, 1997                     4 - 5

               Consolidated Statements of Shareholders' Equity               6
                 Fiscal Year Ended June 30, 1997
                 and Six months ended December 31, 1997

               Consolidated Statements of Cash Flows                         7
                 Six months ended December 31, 1997 and 1996

               Notes to Consolidated Financial Statements               8 - 10


     Item 2.   Management's Discussion and Analysis of
               Results of Operations and Financial Condition           11 - 20



PART II.  OTHER INFORMATION:

     Item 6.   Exhibits and Reports on Form 8-K                             21

     Signatures                                                             21


<PAGE>
<TABLE>
                       MISSISSIPPI CHEMICAL CORPORATION
                               AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME

                             Three months ended        Six months ended
                                December 31,             December 31,
                            --------------------     --------------------
                              1997        1996         1997        1996
                            --------    --------     --------    --------
                               (In thousands, except per share data)

<S>                         <C>         <C>          <C>         <C>
Revenues:
      Net sales             $118,035    $113,196     $228,947    $204,486
      Trading loss on
        brokered product         (56)       -            (353)       -
                            --------    --------     --------    --------
                             117,979     113,196      228,594     204,486

Operating expenses:
     Cost of products sold    99,709      80,488      187,454     143,867
     Selling                   6,092       6,443       11,796      12,764
     General and
       administrative          8,453       7,665       16,709      14,515
                            --------    --------     --------    --------
                             114,254      94,596      215,959     171,146
                            --------    --------     --------    --------
Operating income               3,725      18,600       12,635      33,340

Other (expense) income:
     Interest, net            (2,561)       (280)      (4,644)        142
     Other                       249       1,539          774       1,637
                            --------    --------     --------    --------
Income before income taxes     1,413      19,859        8,765      35,119

Income tax expense               978       7,766        4,033      13,731
                            --------    --------     --------    --------
Net income                  $    435    $ 12,093     $  4,732    $ 21,388
                            ========    ========     ========    ========

Earnings per share -
   basic and diluted
   (see Note 2)             $   0.02    $   0.56     $   0.17    $   1.00
                            ========    ========     ========    ========
<FN>

The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>

<TABLE>
                       MISSISSIPPI CHEMICAL CORPORATION
                                AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                            December 31,         June 30,
                                                1997               1997
                                            ------------        ---------
                                        (In thousands, except per share data)
<S>                                             <C>             <C>
Current assets:
   Cash and cash equivalents                    $  4,176         $  8,159
   Accounts receivable, net                       50,131           63,095
   Inventories:
      Finished products                           48,825           28,308
      Raw materials and supplies                   6,154            4,636
      Replacement parts                           36,866           36,366
                                                --------         --------
          Total inventories                       91,845           69,310

    Prepaid expenses and other current assets      9,834            4,873
    Deferred income taxes                          3,717            3,596
                                                --------         --------
          Total current assets                   159,703          149,033

Investments and other assets:
  Investments in affiliates                       71,563           69,230
  Other                                           25,390           14,039
                                                --------         --------
          Total investments and other assets      96,953           83,269

Properties held for sale                          52,919           52,919

Property, plant and equipment, at cost           748,349          697,101
  Less accumulated depreciation,
  depletion and amortization                    (319,399)        (304,706)
                                                --------         --------
          Net property, plant and equipment      428,950          392,395

Goodwill, net of accumulated amortization        178,637          180,929
                                                --------         --------
                                                $917,162         $858,545
                                                ========         ========
<FN>

The accompanying notes are an integral part of these consolidated financial
statements.

</TABLE>

<PAGE>

<TABLE>
                        MISSISSIPPI CHEMICAL CORPORATION
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                  (Continued)

                      LIABILITIES AND SHAREHOLDERS' EQUITY


                                             December 31,         June 30,
                                                1997                1997
                                             ------------        ----------
                                         (In thousands, except per share data)
<S>                                            <C>               <C>
Current liabilities:
  Long-term debt due within one year            $    135          $    140
  Accounts payable                                54,260            74,534
  Accrued liabilities                             11,363            14,476
  Income taxes payable                               535             5,973
                                                --------          --------
          Total current liabilities               66,293            95,123
          
Long-term debt                                   331,931           244,516

Other long-term liabilities and
  deferred credits                                21,806            20,620

Deferred income taxes                             59,836            58,857

Shareholders' equity:
  Common stock ($.01 par; authorized 100,000
    shares; issued 27,976 in fiscal 1998 and
    1997)                                            280               280
  Additional paid-in capital                     305,882           305,901
  Retained earnings                              145,079           145,827
  Treasury stock, at cost (641 shares in
    fiscal 1998 and 566 shares in fiscal
       1997)                                     (13,945)          (12,579)
                                                --------          --------
                                                 437,296           439,429
                                                --------          --------
                                                $917,162          $858,545
                                                ========          ========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>

<TABLE>
                        MISSISSIPPI CHEMICAL CORPORATION
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                               DECEMBER 31, 1997


                                  Additional
                          Common   Paid-In     Retained  Treasury
                           Stock   Capital     Earnings    Stock     Total
                         -------- ----------  ---------  ---------  --------
(In thousands)
<S>                      <C>       <C>        <C>       <C>        <C>
Balances, July 1, 1996   $   229   $178,364   $ 99,814  $(30,582)  $247,825
  Net income                   -          -     55,815         -     55,815
  Cash dividends paid          -          -     (9,802)        -     (9,802)
  Treasury stock, net          -         56          -    (18,753)  (18,697)
  Stock options exercised      -        203          -         -        203
  Stock issued for
    business acquired         51    127,278          -    36,756    164,085
                         -------   --------   --------  --------   --------

Balances, June 30, 1997      280    305,901    145,827   (12,579)   439,429
  Net income                   -          -      4,732         -      4,732
  Cash dividends paid          -          -     (5,480)        -     (5,480)
  Treasury stock, net          -        (19)         -    (1,366)    (1,385)
                         -------   --------   --------  --------   --------
Balances,
  December 31, 1997      $   280   $305,882   $145,079  $(13,945)  $437,296
                         =======   ========   ========  ========   ========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>

<TABLE>
                      MISSISSIPPI CHEMICAL CORPORATION
                               AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                               Six months ended December 31,
                                                 1997               1996
                                               ---------         ----------
                                                      (In thousands)
<S>                                             <C>              <C>
Cash flows from operating activities:
   Net income                                    $  4,732          $ 21,388
   Reconciliation of net income to net
     cash used in operating activities:
       Net change in operating assets and
         liabilities                              (44,156)          (28,973)
       Depreciation, depletion and 
         amortization                              18,108            10,316
       Deferred income taxes                        1,193               668
       Other                                       (3,696)           (4,065)
                                                 --------          --------
Net cash used in operating activities             (23,819)             (666)
                                                 --------          --------
Cash flows from investing activities:
   Purchase of property, plant and equipment      (51,331)          (74,391)
   Investment in Farmland MissChem Limited         (2,040)          (43,167)
   Proceeds received from option                    1,000             1,000
   Net change in restricted funds                  (8,338)                -
   Other                                              103                 6
                                                 --------          --------
Net cash used in investing activities             (60,606)         (116,552)
                                                 --------          --------
Cash flows from financing activities:
   Debt proceeds                                  454,974           222,122
   Debt payments                                 (367,569)         (150,769)
   Cash dividends paid                             (5,480)           (4,240)
   Purchase of treasury stock                      (1,483)           (6,306)
                                                 --------          --------
Net cash provided by financing activities          80,442            60,807
                                                 --------          --------
Net decrease in cash and cash equivalents          (3,983)          (56,411)

Cash and cash equivalents - beginning of period     8,159            60,214
                                                 --------          --------
Cash and cash equivalents - end of period        $  4,176          $  3,803
                                                 ========          ========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>                       MISSISSIPPI CHEMICAL CORPORATION
                                    AND SUBSIDIARIES
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - INTERIM FINANCIAL STATEMENTS

     The accompanying consolidated financial statements of Mississippi Chemical
Corporation and its subsidiaries ("the Company") have been prepared by the
Company, without audit.  In the opinion of the Company's management, the
financial statements reflect all adjustments necessary to present fairly the
results of operations for the three month and the six month periods ended
December 31, 1997 and 1996, the Company's financial position at December 31,
1997 and June 30, 1997, the cash flows for the six months ended December 31,
1997 and 1996, and the consolidated statements of shareholders' equity as of
December 31, 1997.  In the opinion of management, these adjustments are of a
normal recurring nature which are necessary for a fair presentation of the
financial position and results of operations for the interim periods.

     Certain notes and other information have been condensed or omitted from the
interim financial statements presented in the Quarterly Report on Form 10-Q.
Therefore, these financial statements should be read in conjunction with the
Company's 1997 Form 10-K and the consolidated financial statements and notes
thereto included in the Company's June 30, 1997, audited financial statements.

     Due to the seasonal nature of the Company's business, the results of
operations for the period ended December 31, 1997, are not necessarily
indicative of the operating results for the full fiscal year.

NOTE 2 - EARNINGS PER SHARE     

     In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per 
Share."  SFAS 128 specifies new standards for computing and disclosing 
earnings per share and is effective for periods ending after December 15, 
1997.  The Company has adopted this standard and has restated its earnings 
per share for prior periods presented.

     The number of shares used in the Company's basic and diluted earnings per
share computations are as follows:

<TABLE>
                                    Three months ended     Six months ended
                                       December 31,          December 31,
                                   --------------------   -------------------
                                     1997        1996       1997       1996
                                   ---------   --------   ---------  --------
                                                 (In thousands)
<S>                                   <C>       <C>        <C>        <C>
Weighted average common shares
  outstanding, net of treasury
  shares, for basic earnings
  per share                           27,373     21,506      27,388   21,419
Common stock equivalents for
  employee stock options                  36         92          42       72
                                      ------     ------      ------   ------
Weighted average common shares
  outstanding for diluted
  earnings per share                  27,409     21,598      27,430   21,491
                                      ======     ======      ======   ======
</TABLE>

      In October 1997, the Company's board of directors declared a regular
quarterly cash dividend of $0.10 per common share for the three-month period
ending September 30, 1997.  This dividend was paid on November 24, 1997, to
holders of record on November 4, 1997.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

      During 1990, the Company entered into an agreement granting a third party
the exclusive option, for a period of four years, to purchase the Company's
undeveloped phosphate rock property of approximately 12,000 acres in Hardee
County, Florida.  On July 12, 1994, the Company and the option holder entered
into new agreements with respect to this property whereby the Company conveyed
a portion of the property to the third party and granted to the third party the
exclusive option to purchase the remaining portion of the property.  In January
1998, the third party exercised its option.  These properties, which have a
carrying value of $52.9 million, are classified on the balance sheet as
"Properties Held for Sale."  The purchase price of the property is $57.0
million.  If elected by the purchaser, the purchase price is payable in the
form of a promissory note payable over twenty-four equal quarterly payments.
As a result of the transaction, the Company will recognize a pre-tax gain of
approximately $11.1 million consisting of the excess of the purchase price of
the property over its carrying value, plus $7.0 million in option payments
received since 1994.  This transaction is expected to close in April, 1998.

      The Company has entered into a 50-50 joint venture known as Farmland
MissChem Limited with Farmland Industries, Inc., to construct and operate a
2,040-short-ton-per-day anhydrous ammonia plant to be located near Point Lisas,
The Republic of Trinidad and Tobago.  The project is expected to cost
approximately $330 million.  The portion of the project cost in excess of
required equity contributions of 35% is to be financed by the joint venture on
a nonrecourse project basis.  Start-up of the facility is scheduled for spring
1998.  The Company has entered into a contract to purchase one-half of the
ammonia, approximately 350,000 short-tons-per-year, produced by the plant at a
purchase price which approximates market price but is subject to an agreed-upon
floor price.  The Company intends to use its portion of the production from the
new facility as a raw material for upgrading into finished fertilizer products
at its existing facilities and for sales into world markets.  The Company is
accounting for this investment using the equity method.

      In late fiscal 1996, the Company began an expansion at its nitrogen
fertilizer manufacturing facilities at Yazoo City.  The project includes the
addition of a 650-ton-per-day nitric acid plant, a new 500-ton-per-day ammonia
plant and modifications to its ammonium nitrate plant to increase production
from approximately 750,000 to approximately 950,000 tons per year.  This
expansion, which has an estimated total cost of $130 million, is scheduled for a
phased completion with the nitric acid, anhydrous ammonia, and the majority of
the ammonium nitrate capacity being added in the first half of calendar 1998.
Total project completion is anticipated in early calendar 1999.

      The Company has begun construction of a new phosphogypsum disposal
facility at Pascagoula that is expected to be operational by spring 1998 at
an estimated cost of $17 million.  In July 1997, the Company also initiated
construction of an expansion of its diammonium phosphate manufacturing
facilities at Pascagoula.  This project, which is expected to cost
approximately $10.5 million, will increase diammonium phosphate ("DAP")
production from approximately 720,000 to 900,000 tons per year and will
increase product storage capacity from approximately 40,000 to 80,000 tons.
It is expected that this expansion will be fully operational by the end of
fiscal 1998.

<PAGE>

                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The following discussion and analysis should be read in conjunction with
the attached consolidated financial statements and notes thereto, and with the
Company's audited financial statements and notes thereto for the fiscal year
ended June 30, 1997.

     Consistent with the historical nature of the Company's business, the usage
of fertilizer in the Company's trade territory is highly seasonal, and the
Company's quarterly results reflect the fact that significantly more fertilizer
is purchased in the spring.  Significant portions of the Company's net sales 
and operating income are generated in the last four months of the Company's 
fiscal year (March through June).  Since interim period operating results 
reflect the seasonal nature of the Company's business, they may not necessarily 
be indicative of results expected for the full fiscal year.  In addition, 
quarterly results can vary significantly from year to year due to a number of 
factors, including weather-related shifts in planting schedules and purchase 
patterns.  The Company incurs substantial expenditures for fixed costs 
throughout the year and substantial expenditures for inventory in advance of 
the spring planting season.

     The Company's results for the quarter ended December 31, 1997, reflect 
weak pricing for all of the Company's nitrogen products.  The lower prices are
primarily the result of China's continued ban on urea imports, which 
contributed to a 30% decrease in the price of urea during the current year 
quarter as compared to the prior year quarter.  The price of urea began 
decreasing during the prior quarter and continued to decrease for the quarter 
ended December 31, 1997.  As urea prices declined, the prices for the Company's 
other nitrogen products declined as well.

     During the current year quarter, sales volumes for the Company's nitrogen
products were below expectations.  Nitrogen solutions sales volumes decreased
16% during the current year quarter as compared to the prior year quarter, as
customers continued to resist off-season purchases due to fertilizer pricing
uncertainties.  This resulted in the Company placing significantly increased
tonnage in consignment inventory during the current year.  This consignment
inventory will be purchased by customers later in the year at then prevailing
market prices.  Sales volumes for the Company's ammonium nitrate decreased 14%
during the current year quarter primarily due to unfavorable weather conditions
in the Company's trade area.  These unfavorable conditions adversely impacted
the application of ammonium nitrate to hay and forage crops during the current
year quarter.  Ammonia and urea sales volumes for the Company increased during
the current year quarter primarily due to the additional tons available for sale
through the acquisition of the First Mississippi Corporation ("First 
Mississippi") fertilizer assets in December 1996.

     During the current year quarter, the Company experienced production losses
and increased costs at its Donaldsonville, Louisiana,  nitrogen facility and 
its Pascagoula DAP facility due to scheduled maintenance turnarounds.  The 
quarter was also affected by high natural gas cost during October and November; 
however, by quarters end, natural gas prices had declined substantially due to 
the mild winter weather experienced in major gas consuming regions of the 
country.

     Phosphate prices were unchanged during the current year quarter as compared
to the prior year quarter, while potash sales prices increased 13% during the
current year quarter as a result of continued strengthening in the domestic and
international markets.  Potash sales volumes decreased 8% during the current
year quarter due primarily to product movement which was shifted to the first
quarter as a result of customers filling their storage prior to announced 
price increases, as well as the closure in early December 1997, of the
Company's Eddy Potash, Inc. ("Eddy Potash") facility located in Carlsbad, New
Mexico.  This closure had no material impact on the Company's results of
operations or its financial position at December 31, 1997.

     With world grain inventories remaining at low levels, most industry
analysts expect increases in U.S. planted acres and fertilizer consumption
during 1998.  Despite the prospect of higher U.S. demand, the near-term 
nitrogen price outlook remains uncertain due to the present worldwide urea 
supply/demand imbalance and the expected availability of new nitrogen capacity 
in early 1998.

     In May 1995, the Board of Directors authorized the purchase of up to
1,500,000 shares of the Company's common stock in the open market or in 
privately negotiated transactions.  In March 1996, the Board of Directors
authorized the Company to repurchase up to 1,500,000 additional shares.  As of
December 31, 1997, the Company had repurchased a total of 2,496,009 shares
pursuant to those authorizations.  The unused authorization to repurchase
503,991 shares remains available to the Company.

     Effective October 1, 1997, the Company became a member of the Phosphate
Chemicals Export Association, Inc., a Webb-Pomerene corporation known as
"PhosChem".  All of the Company's export sales of DAP are made through
PhosChem, while domestic DAP sales are made through the Company's internal 
sales staff.  The Company has ended its exclusive DAP marketing agreement
with Atlantic Fertilizer & Chemical Corporation.


RESULTS OF OPERATIONS

     Following are summaries of the Company's sales results by product
categories:

<TABLE>
                                 Three months ended       Six months ended
                                    December 31,            December 31,
                                 -------------------     -------------------
                                   1997      1996          1997      1996
                                 --------  ---------     ---------  --------
      <S>                        <C>       <C>          <C>        <C>
      Net Sales (in thousands):
          Nitrogen              $ 63,087   $ 55,812     $121,069   $104,557
          DAP                     32,531     35,485       63,487     66,507
          Potash                  21,899     21,361       43,476     32,219
          Other                      518        538          915      1,203
                                --------   --------     --------   --------
            Net Sales           $118,035   $113,196     $228,947   $204,486
                                ========   ========     ========   ========
</TABLE>


<TABLE>
                                   Three months ended      Six months ended
                                      December 31,           December 31,
                                 --------------------    -------------------
                                  1997         1996        1997       1996
                                 --------   ---------    --------   --------
      <S>                            <C>        <C>         <C>        <C>
      Tons Sold (in thousands):
          Nitrogen:
              Ammonia                161         16          311         22
              Ammonium nitrate       140        163          256        303
              Urea                   100         74          218        132
              Nitrogen solutions     103        122          113        253
              Nitric acid             11          9           22         17
                                   -----      -----        -----      -----
            Total Nitrogen           515        384          920        727

          DAP                        185        201          363        372
          Potash                     250        273          517        416

</TABLE>

<TABLE>
                                 Three months ended      Six months ended
                                    December 31,           December 31,
                                 -------------------    --------------------
                                   1997       1996        1997        1996
                                 --------   --------    -------      -------
     <S>                           <C>        <C>          <C>        <C>      
     Average Sales Price Per Ton:
          Nitrogen                 $ 122      $ 145        $ 132      $ 144
          DAP                      $ 176      $ 176        $ 175      $ 179
          Potash                   $  88      $  78        $  84      $  78

</TABLE>

      NET SALES.  Net sales increased 4% to $118.0 million for the quarter 
ended December 31, 1997, from $113.2 million for the quarter ended December 
31, 1996.  For the six months ended December 31, 1997, net sales increased 12% 
to $228.9 million, from $204.5 million for the six months ended December 31, 
1996.  These increases were primarily the result of increased sales volumes for 
nitrogen fertilizers partially offset by lower sales prices for nitrogen 
fertilizers.  The volume increases are attributable to increased anhydrous 
ammonia and urea sales due to the acquisition of First Mississippi in December 
1996, partially offset by lower sales volumes of ammonium nitrate and nitrogen 
solutions.  In the current year quarter, nitrogen solutions sales volumes 
decreased 16% as compared to the prior year quarter, and decreased 55% in the 
current year six-month period as compared to the prior year six-month period.  
These decreases were primarily the result of customers continued resistance 
to commit to off-season purchases due to pricing uncertainties in the 
marketplace.  Ammonium nitrate sales volumes decreased 14% in the current year 
quarter as compared to the prior year quarter, and decreased 16% in the current 
six-month period as compared to the prior year six-month period.  These 
decreases were primarily the result of unfavorable weather conditions which 
delayed movement onto hay and forage crops during the current year periods.  
During the current year quarter, the Company's sales prices for its anhydrous 
ammonia, ammonium nitrate, urea and nitrogen solutions decreased 33%, 20%, 30% 
and 15%, respectively, which resulted in a 16% reduction in the Company's 
weighted average price per ton of nitrogen.  For the six months ended December 
31, 1997, the Company's sales prices for its anhydrous ammonia, ammonium 
nitrate, urea and nitrogen solutions decreased 29%, 17%, 25% and 15%, 
respectively, which resulted in an 8% reduction in the average price per ton 
of nitrogen.  During the current year quarter, sales of DAP decreased 8% as 
compared to the prior year quarter as a result of an 8% decrease in tons sold.
For the six-month period ended December 31, 1997, sales of DAP decreased 5% as 
compared to the prior year six-month period, the result of a 2% decrease in 
tons sold and a 2% decrease in the average sales price.  Potash sales increased
3% during the current year quarter as compared to the prior year quarter, and 
increased 35% during the current six-month period as compared to the prior year
six-month period.  While potash volumes were down 8% in the current quarter, 
volumes were up 24% for the six month period as compared to the prior year.  
Potash prices were up 13% and 8%, respectively, for the current year quarter 
and six month period.    These increases were the result of increased domestic 
and international demand during the current year.  The Company's lower sales 
volumes during the current quarter were primarily due to product movement 
which was shifted to the first quarter as a result of customers filling their 
storage prior to announced price increases.  Also, the Company ceased 
production at its Eddy Potash facility in early December 1997.

      TRADING LOSS ON BROKERED PRODUCT.  Following the First Mississippi
acquisition in December 1996, the Company routinely trades or brokers ammonia
in the open market.  During the current quarter, brokered ammonia sales of $2.6
million and purchases of approximately $2.7 million resulted in a $.1 million
net loss.  During the six month period ended December 31, 1997, brokered 
ammonia sales of $8.9 million and purchases of $9.3 million resulted in a $.4 
million loss.  The Company brokered approximately 20,000 short tons during the 
current quarter and 60,000 short tons during the six month period ended 
December 31, 1997.

      COST OF PRODUCTS SOLD.  Cost of products sold increased to $99.7 million
for the quarter ended December 31, 1997, from $80.5 million for the quarter
ended December 31, 1996.  As a percentage of net sales, cost of products sold
increased to 84% from 71%.  This increase in cost of products sold, as a
percentage of net sales in the current year quarter, is primarily the result of
decreases in the average sales price of each of the Company's nitrogen products.
The Company also incurred higher costs per ton for its nitrogen products in the
current year quarter primarily as a result of higher maintenance and labor 
costs due to a scheduled maintenance turnaround at the Company's Donaldsonville,
Louisiana, nitrogen facility and higher depreciation associated with the First
Mississippi acquisition.  These factors were partially offset by improved
ammonia production rates and efficiencies in the current year.  During the
current year quarter, DAP costs per ton increased 4%, primarily the result of
the Company incurring higher conversion costs due to a scheduled maintenance
turnaround of a sulfuric acid plant.  These costs were partially offset by lower
raw material costs, primarily ammonia.  Potash cost per ton did not change
significantly during the current quarter as compared to the prior year quarter.

      For the six months ended December 31, 1997, cost of products sold
increased to $187.5 million from $143.9 million for the six months ended
December 31, 1996.  As a percentage of net sales, cost of products sold
increased to 82% from 70%.  This increase in cost of products sold, as a
percentage of net sales, is primarily the result of decreases in the average
sales price of each of the Company's nitrogen products.  The Company incurred
higher costs per ton for its nitrogen products in the current year primarily as
a result of higher maintenance and labor costs due to scheduled maintenance
turnarounds at the Company's nitrogen facilities in Yazoo City, Mississippi, 
and Donaldsonville, Louisiana.  The Company also incurred higher depreciation
associated with its First Mississippi acquisition.  DAP costs per ton increased
2% during the current year, primarily the result of the Company incurring 
higher conversion costs due to a scheduled turnaround of its sulfuric acid 
plant at the Company's Pascagoula, Mississippi, facility.  These higher costs 
were partially offset by lower raw material costs, primarily ammonia and 
phosphate rock.  Phosphate rock costs decreased due to the Company's phosphate 
rock supply contract, which is based on the phosphate rock costs incurred by 
certain other domestic phosphate producers and the financial performance of 
the Company's phosphate operations.  Potash cost per ton did not change 
significantly during the current year as compared to the prior year.

     SELLING EXPENSES.  Selling expenses decreased to $6.1 million for the
quarter ended December 31, 1997, from $6.4 million for the quarter ended
December 31, 1996.  For the six months ended December 31, 1997, selling 
expenses decreased to $11.8 million from $12.8 million for the six months ended 
December 31, 1996.  These decreases were primarily the result of lower delivery 
expense incurred during the current year periods due to lower sales volumes for 
nitrogen solutions and ammonium nitrate.  These decreases were partially offset 
by higher storage costs resulting from increased tonnage placed into storage at 
the Company's outlying storage facilities.  As a percentage of net sales, 
selling expenses decreased to 5% for the quarter ended December 31, 1997, from 
6% for the quarter ended December 31, 1996, and decreased to 5% for the six 
months ended December 31, 1997, from 6% for the six months ended December 31, 
1996.

      GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased to $8.5 million for the quarter ended December 31, 1997, from $7.7
million for the quarter ended December 31, 1996.  For the six months ended
December 31, 1997, general and administrative expenses increased to $16.7
million, from $14.5 million for the six months ended December 31, 1996.  These
increases were primarily the result of goodwill amortization associated with 
the acquisition of First Mississippi in December 1996.  As a percentage of net
sales, general and administrative expenses remained at 7% for the quarters 
ended December 31, 1997 and 1996, and for the six month periods ended December 
31, 1997 and 1996.

      OPERATING INCOME.  As a result of the above factors, operating income
decreased to $3.7 million for the quarter ended December 31, 1997, from $18.6
million for the quarter ended December 31, 1996, an 80% decrease.  For the six
months ended December 31, operating income decreased to $12.6 million in 1997
from $33.3 million in 1996, a 62% decrease.

      INTEREST, NET.  For the quarter ended December 31, 1997, net interest
expense increased to $2.6 million from $.3 million for the quarter ended
December 31, 1996.  For the six-month period ended December 31, 1997, net
interest expense was $4.6 million, compared to net interest income of $.1
million for the six months ended December 31, 1996.  These increases in net
interest expense were primarily due to increased interest costs resulting from
higher borrowing levels during the current year period.  Additionally, the
Company capitalized $2.3 million and $.9 million of its interest costs for the
quarters ended December 31, 1997 and 1996, respectively, and $4.3 million and
$1.3 million for the six month periods ended December 31, 1997 and 1996,
respectively.

      INCOME TAX EXPENSE.  For the quarter ended December 31, 1997, income tax
expense decreased to $1.0 million from $7.8 million for the quarter ended
December 31, 1996.  For the six month period ended December 31, 1997, income 
tax expense decreased to $4.0 million from $13.7 million for the six months 
ended December 31, 1996.  These decreases were primarily the result of changes 
in earnings during the current year.  Also, during the current year periods, 
the Company incurred a higher effective tax rate due to the nondeductible
amortization of goodwill.  These increases were partially offset by a decrease
in the Company's effective state income tax  rate during the current year
periods.

      NET INCOME.  As a result of the foregoing, net income decreased to $.4
million for the quarter ended December 31, 1997, from $12.1 million for the
quarter ended December 31, 1996.  For the six months ended December 31, 1997,
net income decreased to $4.7 million from $21.4 million in 1996.


LIQUIDITY AND CAPITAL RESOURCES

      At December 31, 1997, the Company had cash and cash equivalents of $4.2
million, compared to $8.2 million at June 30, 1997, a decrease of $4.0 million.

      OPERATING ACTIVITIES.  For the six months ended December 31, 1997, net
cash used in operating activities was $23.8 million compared to $.7 million for
the six months ended December 31, 1996.

      INVESTING ACTIVITIES.  Net cash used in investing activities was $60.6
million for the six months ended December 31, 1997, and $116.6 million for the
six months ended December 31, 1996, primarily reflecting capital expenditures 
in those periods.  During the current year period, capital expenditures were 
$51.3 million compared to $74.4 million during the prior year.  The current 
year expenditures consisted of approximately $31.0 million related to the 
Company's nitrogen expansion project at its Yazoo City facility, approximately 
$4.0 million for the development of a new phosphogypsum disposal facility at 
the Pascagoula facility, and approximately $3.0 million related to the 
expansion of its manufacturing facilities at the Pascagoula facility.  The 
remaining $13.3 million was for normal improvements and modifications to the 
Company's facilities.  The current year period also included $2.0 million 
related to the Company's investment in Farmland MissChem Limited compared to 
$43.2 million during the prior year.  These expenditures were partially offset 
by the receipt of $1.0 million in option payments relating to the Company's 
Florida phosphate rock properties.  At December 31, 1997, the Company also had 
$8.3 million in restricted funds resulting from the Company's August 1997 
issuance of $14.5 million in industrial revenue bonds.  The proceeds from these
bonds are being used for the Company's development of the new phosphogypsum 
disposal facility at its Pascagoula, Mississippi, DAP facility.

      FINANCING ACTIVITIES.  Net cash provided by financing activities was 
$80.4 million for the six months ended December 31, 1997, and $60.8 million 
for the six months ended December 31, 1996.  During the current year, the 
amounts provided by financing activities included $455.0 million in debt 
proceeds, which included $200.0 million in senior notes due 2017 and $14.5 
million in industrial revenue bonds.  These amounts were partially offset by 
$367.6 million in debt payments, $5.5 million in cash dividends, and $1.5
million for the purchase of treasury stock.  During the prior year, the amounts
provided by financing activities included $222.1 million in debt proceeds 
partially offset by $150.8 million in debt payments, $6.3 million for the 
purchase of treasury stock and $4.2 million in cash dividends.

      On November 25, 1997, the Company issued $200.0 million of 7.25% Senior
Notes, due November 15, 2017.  The holders of the Senior Notes may elect to 
have the Notes repaid on November 15, 2007.  The Notes were issued under a 
$300.0 million shelf registration statement filed with the Securities and 
Exchange Commission in November, 1997.  The net proceeds from the issuance 
totaled $194.8 million and were used to repay a portion of the outstanding 
indebtedness under the Company's unsecured revolving credit facilities with 
Harris Trust and Savings Bank and a syndicate of other commercial banks.  
Also on November 25, 1997, the Company modified these unsecured revolving 
credit facilities to reduce the facilities from $300.0 million to $200.0 
million.  These modified facilities are five-year facilities which mature 
on November 25, 2002, and bear interest at the Prime Rate or at rates related 
to the London Interbank Offered Rate.  At December 31, 1997, the Company had 
$117.9 million outstanding under these facilities.  The Company also has a 
separate $5 million short-term line of credit with another financial 
institution.

      The Company believes that existing cash, cash generated from operations,
and current lines of credit will be sufficient to satisfy its financing
requirements for its operations and its capital projects through fiscal 1998.
The Company estimates its capital expenditure requirements for the remainder of
fiscal 1998 to be approximately $60.0 million.  The Company's major capital
projects include production expansions at its nitrogen facility in Yazoo City
and its DAP facility in Pascagoula.  The Company's Pascagoula facility is also
constructing a new phosphogypsum disposal facility.

      This report contains forward-looking statements.  Readers are cautioned
that actual results may differ materially from such forward-looking statements.
Forward-looking statements involve risks and uncertainties, including, but not
limited to, the relative unpredictability of changes in general economic
conditions and other important factors affecting the fertilizer industry and the
Company as detailed under "Outlook and Uncertainties" and elsewhere in the
Company's annual report on Form 10-K for the fiscal year ended June 30, 1997,
which is on file with the Securities and Exchange Commission.

<PAGE>


                          PART II - OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K.

     (a)  Exhibits filed as part of this report are listed below.

               SEC Exhibit
               Reference No.  Description

                         Exhibit Index to Form 10-Q


                    27   Financial Data Schedule.

     (b)  No reports on Form 8-K have been filed during the quarter for which
this report is filed.





                                  SIGNATURES
                                  
                                  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    MISSISSIPPI CHEMICAL CORPORATION



Date: January  22, 1998             /s/ Timothy A. Dawson
      -----------------             ---------------------
                                    Vice President - Finance



Date: January 22, 1998              /s/ Rosalyn B. Glascoe
      ----------------              ----------------------
                                    Corporate Secretary