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

                                   FORM 10-Q

     (Mark One)

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

                     For Quarter Ended December 31, 2000


                                      OR


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

                     For Quarter Ended December 31, 2000
                       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. 662+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 [  ]

          The number of shares outstanding of each of the issuer's classes of
common stock, as of December 31, 2000.

            Class                               Number of Shares
            -----                               ----------------
            Common Stock, $0.01 par value             26,131,917

<PAGE>

                       MISSISSIPPI CHEMICAL CORPORATION
                               AND SUBSIDIARIES

                                    INDEX


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

     Item 1.   Financial Statements

               Consolidated Statements of Income                             3
                    Three months ended December 31, 2000 and 1999,
                    and Six months ended December 31, 2000 and 1999

               Consolidated Balance Sheets                               4 - 5
                    December 31, 2000 and June 30, 2000

               Consolidated Statements of Shareholders' Equity               6
                    Fiscal Year Ended June 30, 2000
                    and Six months ended December 31, 2000

               Consolidated Statements of Cash Flows                         7
                    Six months ended December 31, 2000 and 1999

               Notes to Consolidated Financial Statements               8 - 16

     Item 2.   Management's Discussion and Analysis of Results of
               Operations and Financial Condition                      17 - 24

     Item 3.  Quantitative and Qualitative Disclosure About
              Market Risk                                                   25


<PAGE>



PART II.       OTHER INFORMATION:

      Item 4.  Submission of Matters to a Vote of Security Holders          26

      Item 6.  Exhibits and Reports on Form 8-K                             26

      Signatures                                                            26




<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

                       MISSISSIPPI CHEMICAL CORPORATION
                               AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
<TABLE>


                             Three months ended        Six months ended
                                 December 31,            December 31,
                            --------------------     --------------------
                              2000        1999         2000         1999
                            --------    --------     --------    --------
                                (In thousands, except per share data)
<S>                        <C>         <C>          <C>         <C>
Revenues:
  Net sales                 $136,314    $107,312     $256,368    $204,310

Operating expenses:
  Cost of products sold      135,118     109,579      257,680     203,024
  Selling, general and
    administrative             7,264       8,246       16,036      16,858
  Other                        2,945          86        6,382       2,626
                            --------    --------     --------    --------
                             145,327     117,911      280,098     222,508
                            --------    --------     --------    --------
Operating loss                (9,013)    (10,599)     (23,730)    (18,198)

Other (expense) income:
  Interest, net               (7,111)     (6,629)     (14,269)    (12,656)
  Other                          922         646        2,380       1,281
                            --------    --------     --------    --------
Loss before income taxes     (15,202)    (16,582)     (35,619)    (29,573)

Income tax benefit            (5,991)     (6,573)     (14,162)    (14,012)
                            --------    --------     --------    --------
Net loss                    $ (9,211)   $(10,009)    $(21,457)   $(15,561)
                            ========    ========     ========    ========

Loss per share - basic and
   diluted (see Note 2)     $ (0.35)    $ (0.38)     $ (0.82)    $ (0.60)
                             =======     =======      =======     =======

</TABLE>

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

<PAGE>

                       MISSISSIPPI CHEMICAL CORPORATION
                                AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                    ASSETS


<TABLE>
                                            December 31,         June 30,
                                               2000                2000
                                            ------------        ---------
                                        (In thousands, except per share data)
<S>                                           <C>              <C>
Current assets:
  Cash and cash equivalents                    $   2,278        $   2,190
  Accounts receivable, net                        50,510           62,080

  Inventories:
    Finished products                             56,113           28,015
    Raw materials and supplies                     7,786            7,180
    Replacement parts                             36,221           37,322
                                               ---------        ---------
          Total inventories                      100,120           72,517

  Income tax receivable                            3,635           10,080
  Insurance receivable                              -               3,094
  Prepaid expenses and other current assets        6,519            9,526
  Deferred income taxes                             -                 922
                                               ---------        ---------
          Total current assets                   163,062          160,409

Investments in affiliates                         93,855           89,508

Other assets                                       8,648           11,888

Property, plant and equipment, at cost           844,096          846,868
  less accumulated depreciation, depletion
  and amortization                              (416,597)        (401,014)
                                               ---------        ---------
          Net property, plant and equipment      427,499          445,854

Goodwill, net of accumulated amortization        164,888          167,179
                                               ---------        ---------
                                               $ 857,952        $ 874,838
                                               =========        =========

</TABLE>


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



                        MISSISSIPPI CHEMICAL CORPORATION
                                AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (Continued)
<TABLE>

                      LIABILITIES AND SHAREHOLDERS' EQUITY


                                            December 31,          June 30,
                                                2000                2000
                                            ------------         ---------
                                        (In thousands, except per share data)
<S>                                            <C>               <C>
Current liabilities:
  Accounts payable                              $ 69,784          $ 54,661
  Accrued liabilities                              8,955            10,893
  Deferred income taxes                            3,037              -
                                                --------          --------
          Total current liabilities               81,776            65,554

Long-term debt                                   325,524           330,307

Other long-term liabilities and
  deferred credits                                10,688             9,995

Deferred income taxes                             59,373            73,235

Shareholders' equity:
  Common stock ($.01 par; authorized 100,000
    shares; issued 27,976)                           280               280
  Additional paid-in capital                     305,901           305,901
  Retained earnings                               92,755           114,996
  Accumulated other comprehensive income          11,234             4,149
  Treasury stock, at cost (1,844 shares)         (29,579)          (29,579)
                                                --------          --------
                                                 380,591           395,747
                                                --------          --------
                                                $857,952          $874,838
                                                ========          ========

</TABLE>

[FN]

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

<PAGE>

                        MISSISSIPPI CHEMICAL CORPORATION
                                AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                               DECEMBER 31, 2000
                                  (Unaudited)

<TABLE>
                                                 Accumulated
                            Additional              Other
                     Common  Paid-In   Retained Comprehensive Treasury
                     Stock   Capital   Earnings     Income     Stock    Total
                    -------  --------  -------- ------------- -------- --------
(In thousands, except per share data)
<S>                <C>      <C>       <C>         <C>       <C>       <C>
Balances,
  July 1, 1999      $   280  $305,901  $143,626    $ 1,857   $(29,579) $422,085
    Comprehensive
      loss:
        Net loss        -        -      (23,664)      -          -      (23,664)

    Net unrealized
      gain on
      hedges, net
      of tax            -        -         -         2,292       -        2,292
                    -------  --------  --------    -------   --------  --------
      Comprehensive
        loss            -        -      (23,664)     2,292       -      (21,372)

    Cash dividends
      paid ($0.19
      per share)        -        -       (4,966)      -          -       (4,966)
                    -------  --------  --------    -------   --------  --------

Balances,
  June 30, 2000         280   305,901   114,996      4,149    (29,579)  395,747
    Comprehensive
      loss:
        Net loss        -        -      (21,457)      -          -      (21,457)
        Net unrealized
          gain on
          hedges, net
          of tax        -        -         -         7,085       -        7,085
                    -------  --------  --------  ---------  ---------  --------
     Comprehensive
       loss             -        -      (21,457)     7,085       -      (14,372)

     Cash dividends
       paid ($0.03
       per share)       -        -         (784)      -          -         (784)
                    -------  --------  --------   --------  ---------  --------

Balances,
  December 31, 2000 $   280  $305,901  $ 92,755   $ 11,234   $(29,579) $380,591
                    =======  ========  ========   ========   ========  ========

</TABLE>


[FN]

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



                        MISSISSIPPI CHEMICAL CORPORATION
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
                                               Six months ended December 31,
                                                  2000              1999
                                               ----------         ---------
                                                     (In thousands)
<S>                                            <C>               <C>
Cash flows from operating activities:
  Net loss                                      $(21,457)         $(15,561)
  Reconciliation of net loss to net cash
    provided by (used in) operating
    activities:
      Net change in operating assets and
        liabilities                                2,643           (31,051)
      Depreciation, depletion and
        amortization                              23,702            23,358
      Deferred gain on futures contracts,
        net of tax                                11,234              -
      Deferred income taxes                       (7,422)           (5,544)
      Equity earnings in unconsolidated
        affiliates                                (5,277)           (8,184)
      Other                                          (76)             (442)
                                                --------          --------
Net cash provided by (used in)
  operating activities                             3,347           (37,424)
                                                --------          --------
Cash flows from investing activities:
  Purchases of property, plant and equipment     (10,997)           (9,188)
  Proceeds from sale of assets                    12,581                87
  Other                                              750             6,809
                                                --------          --------
Net cash provided by (used in)
  investing activities                             2,334            (2,292)
                                                --------          --------
Cash flows from financing activities:
  Debt proceeds                                  198,342           212,400
  Debt payments                                 (203,151)         (169,200)
  Cash dividends paid                               (784)           (3,398)
                                                --------          --------
Net cash (used in) provided by
  financing activities                            (5,593)           39,802
                                                --------          --------
Net increase in cash and cash equivalents             88                86

Cash and cash equivalents -
  beginning of period                              2,190             1,648
                                                --------          --------
Cash and cash equivalents - end of period       $  2,278          $  1,734
                                                ========          ========
</TABLE>

[FN]

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


                       MISSISSIPPI CHEMICAL CORPORATION
                               AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - INTERIM FINANCIAL STATEMENTS

     The accompanying consolidated financial statements have been prepared by
us without audit, and include Mississippi Chemical Corporation, its subsidiaries
and affiliates.  In our opinion, the financial statements reflect all
adjustments necessary to present fairly our results of operations for the
three-month and the six-month periods ended December 31, 2000 and 1999, our
financial position at December 31, 2000 and June 30, 2000, our consolidated
statements of shareholders' equity for the six months ended December 31, 2000
and the year ended June 30, 2000, and our cash flows for the six months ended
December 31, 2000 and 1999.  In our opinion, these adjustments are of a normal
recurring nature which are necessary for a fair presentation of our financial
position and results of operations for the interim periods.  We have
reclassified certain prior-year information to conform with the current year's
presentation.

     Certain notes and other information have been condensed or omitted in our
interim financial statements presented in this quarterly report on Form 10-Q.
Therefore, these financial statements should be read in conjunction with our
2000 annual report on Form 10-K and our consolidated financial statements and
notes thereto included in our June 30, 2000, audited financial statements.

     Our business is seasonal; therefore, the results of operations for the
periods ended December 31, 2000, are not necessarily indicative of the
operating results for the full fiscal year.


NOTE 2 - EARNINGS PER SHARE

     The number of shares used in our basic and diluted earnings per share
computation are as follows:
<TABLE>
                                     Three months ended     Six months ended
                                        December 31,          December 31,
                                    -------------------    -------------------
                                      2000       1999        2000        1999
                                    --------   --------    --------   --------
                                                  (In thousands)
<S>                                  <C>        <C>         <C>       <C>
Weighted average common shares
  outstanding, net of treasury
  shares, for basic earnings
  per share                           26,132     26,132      26,132    26,132
Common stock equivalents for
  employee stock options                -          -           -         -
                                      ------     ------      ------    ------
Weighted average common shares
  outstanding for diluted
  earnings per share                  26,132     26,132      26,132    26,132
                                      ======     ======      ======    ======

</TABLE>

      Options outstanding were not included in our computations of diluted
earnings per share for the three-month or six-month periods ended December 31,
2000 and 1999, because they were antidilutive.

NOTE 3 - SEGMENT INFORMATION

      Our reportable operating segments, nitrogen, phosphate and potash, are
strategic business units that offer different products.  They are managed
separately because each business unit requires different technology and
marketing strategies.  Our nitrogen segment produces ammonia, ammonium nitrate,
urea, nitrogen solutions and nitric acid.  We distribute these products to
fertilizer dealers and distributors, and industrial users. Our phosphate
segment produces diammonium phosphate fertilizer (commonly referred to as
"DAP") that is marketed to agricultural users primarily in international
markets through a separate export association.  Our potash segment mines and
produces granular and standard potash products and distributes them to
agricultural and industrial users.  Below is our segment information for the
three-month and six-month periods ended December 31, 2000 and 1999.  The Other
caption includes corporate and consolidating eliminations.

<TABLE>

                                 Three months ended December 31, 2000
------------------------------------------------------------------------------
(In thousands)             Nitrogen    Phosphate   Potash    Other     Total
------------------------------------------------------------------------------
<S>                        <C>         <C>       <C>       <C>       <C>
Net sales - external
  customers                 $ 98,222    $ 22,862  $ 15,230  $   -     $136,314
Net sales - intersegment       7,111          17      -       (7,128)     -
Operating (loss) income       (6,236)     (3,893)      180       936    (9,013)
Depreciation, depletion
  and amortization             7,719       1,350     1,682       913    11,664
Capital expenditures           3,797       1,556     1,121        28     6,502


                                    Three months ended December 31, 1999
--------------------------------------------------------------------------------
(In thousands)              Nitrogen   Phosphate   Potash     Other      Total
--------------------------------------------------------------------------------
<S>                        <C>         <C>       <C>        <C>      <C>
Net sales - external
  customers                 $ 65,557    $ 19,578  $ 22,177   $  -     $107,312
Net sales - intersegment       3,079          29      -       (3,108)     -
Operating (loss) income       (8,847)     (2,161)      822      (413)  (10,599)
Depreciation, depletion
  and amortization             7,666       1,526     1,549       968    11,709
Capital expenditures           3,456         642       427        59     4,584


                                    Six months ended December 31, 2000
-------------------------------------------------------------------------------
(In thousands)              Nitrogen   Phosphate  Potash    Other       Total
-------------------------------------------------------------------------------
<S>                        <C>         <C>       <C>       <C>       <C>
Net sales - external
  customers                 $169,548    $ 52,685  $ 34,135  $   -     $256,368
Net sales - intersegment      14,681          32      -      (14,713)     -
Operating (loss) income      (16,099)     (5,800)   (2,245)      414  (23,730)
Depreciation, depletion
  and amortization            15,666       2,855     3,289     1,892   23,702
Capital expenditures           5,674       1,849     3,441        33   10,997


                                      Six months ended December 31, 1999
--------------------------------------------------------------------------------
(In thousands)               Nitrogen  Phosphate   Potash    Other       Total
--------------------------------------------------------------------------------
<S>                        <C>         <C>       <C>       <C>        <C>
Net sales - external
  customers                 $107,833    $ 55,361  $ 41,116  $   -      $204,310
Net sales - intersegment       8,787          45      -       (8,832)      -
Operating (loss) income      (18,058)        146       867    (1,153)  (18,198)
Depreciation, depletion
  and amortization            15,359       3,026     3,068     1,905    23,358
Capital expenditures           4,877       1,506     2,355       450     9,188

</TABLE>

NOTE 4 - ACCUMULATED OTHER COMPREHENSIVE INCOME

      On July 1, 1998, we adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income," which establishes standards
for reporting comprehensive income and its components (revenues, expenses,
gains and losses) in a full set of general-purpose financial statements.
Comprehensive income is the total of net income and all other non-owner changes
in equity.  The components of comprehensive income that relate to us are net
income or loss and unrealized gains or losses on our natural gas futures
contracts, and, as permitted under the provisions of SFAS No. 130, are
presented in the Consolidated Statements of Shareholders' Equity.  The changes
in the components of accumulated other comprehensive income during the six
months ended December 31, 2000, are included below.

      In December 2000, we liquidated our natural gas futures contracts earlier
than normal.  Pursuant to hedge accounting rules, the gain on the sale of these
contracts has been deferred and recorded as a component of accumulated other
comprehensive income, net of taxes.  This gain will be recognized in future
periods, primarily the third fiscal quarter, based on the months for which the
contracts were purchased and the amount of gas actually bought in those months.

<TABLE>
                                                        Tax
                                        Before-Tax   (Expense)  Net-of-Tax
                                          Amount      Benefit     Amount
                                        ----------------------------------
<S>                                    <C>         <C>         <C>
Net unrealized gain on natural
  gas futures contracts:
     Balances, June 30, 2000            $  6,631    $ (2,482)   $  4,149

        Net unrealized gain arising
          during period                   24,168      (9,067)     15,101
        Less:  reclassification
                 adjustment for net
                 gains realized in
                 net income              (12,825)      4,809      (8,016)
                                        --------     -------     -------
                   Net unrealized gain    11,343      (4,258)      7,085
                                        --------    --------     -------
     Balances, December 31, 2000        $ 17,974    $ (6,740)    $11,234
                                        ========    ========     =======


NOTE 5 - GUARANTOR SUBSIDIARIES

      Payment obligations under our 7.25% Senior Notes, due November 15, 2017,
issued pursuant to that certain indenture, dated as of November 25, 1997, are
fully and unconditionally guaranteed on a joint and several basis by
Mississippi Nitrogen, Inc., and MissChem Nitrogen, L.L.C. (the "Guarantor
Subsidiaries"), our wholly owned direct subsidiary and our wholly owned
indirect subsidiary, respectively.  Condensed consolidating financial
information regarding the parent company, Guarantor Subsidiaries and non-
guarantor subsidiaries for December 31, 2000 and 1999 is presented below for
purposes of complying with the reporting requirements of the Guarantor
Subsidiaries.


</TABLE>
<TABLE>

                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

                                     Three months ended December 31, 2000
--------------------------------------------------------------------------------
                  Parent     Guarantor  Non-Guarantor
(In thousands)    Company   Subsidiaries Subsidiaries Eliminations  Consolidated
--------------------------------------------------------------------------------
<S>              <C>         <C>          <C>            <C>         <C>
Revenues:
  Net sales       $  -        $44,376      $113,224       $(21,286)   $136,314

Operating expenses:
  Cost of products
    sold             -         47,747       110,611        (23,240)    135,118
  Selling, general
    and admini-
    strative         (949)      1,490         6,723           -          7,264
  Other              -          1,083         1,862           -          2,945
                  -------     -------      --------       --------    --------
                     (949)     50,320       119,196        (23,240)    145,327
                  -------     -------      --------       --------    --------
Operating
  income (loss)       949      (5,944)       (5,972)         1,954      (9,013)

Other (expense)
  income:
    Interest, net  (7,607)     (3,723)        4,219           -         (7,111)
    Other          (3,014)      1,883            98          1,955         922
                  -------     -------      --------       --------    --------
Loss before
  income taxes     (9,672)     (7,784)       (1,655)         3,909     (15,202)

Income tax
  benefit            (461)       (185)       (5,315)           (30)     (5,991)
                  -------     -------      --------       --------    --------
Net (loss) income $(9,211)    $(7,599)     $  3,660       $  3,939    $ (9,211)
                  =======     =======      ========       ========    ========
</TABLE>


<TABLE>

                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

                                    Three months ended December 31, 1999
--------------------------------------------------------------------------------
                     Parent   Guarantor   Non-Guarantor
(In thousands)       Company Subsidiaries Subsidiaries Eliminations Consolidated
--------------------------------------------------------------------------------
<S>                 <C>          <C>         <C>         <C>        <C>
Revenues:
  Net sales          $    -       $ 34,223    $108,328    $(35,239)  $107,312

Operating expenses:
  Cost of products sold   -         40,183      98,178     (28,782)   109,579
  Selling, general and
    administrative         530         903       6,813      -           8,246
  Other                   -           -             86      -              86
                      --------   ---------    --------   ---------  ---------
                           530      41,086     105,077     (28,782)   117,911
                      --------    --------    --------   ---------  ---------
Operating (loss)
  income                  (530)     (6,863)      3,251      (6,457)   (10,599)

Other (expense)
  income:
    Interest, net       (6,039)     (2,823)      2,233        -        (6,629)
    Other               (1,812)      2,568         518        (628)       646
                      --------    --------    --------   ---------  ---------
(Loss) income
  before income
  taxes                 (8,381)     (7,118)      6,002      (7,085)   (16,582)

Income tax expense
  (benefit)              1,628         458      (6,583)     (2,076)    (6,573)
                      --------    --------    --------    --------  ---------
Net (loss) income     $(10,009)   $ (7,576)   $ 12,585    $ (5,009) $ (10,009)
                      ========    ========    ========    ========  =========
</TABLE>

<TABLE>

                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

                                    Six months ended December 31, 2000
-------------------------------------------------------------------------------
                  Parent   Guarantor    Non-Guarantor
(In thousands)    Company Subsidiaries  Subsidiaries  Eliminations Consolidated
-------------------------------------------------------------------------------
<S>             <C>         <C>           <C>            <C>         <C>
Revenues:
  Net sales      $   -       $ 78,259      $258,037       $(79,928)   $256,368

Operating expenses:
  Cost of products
    sold             -         88,884       251,154        (82,358)    257,680
  Selling, general
    and admini-
    strative         (436)      2,963        13,509           -         16,036
  Other              -          2,683         3,699           -          6,382
                  -------    --------     ---------      ---------   ---------
                     (436)     94,530       268,362        (82,358)    280,098
                  -------    --------     ---------      ---------   ---------

Operating income
  (loss)              436     (16,271)      (10,325)         2,430     (23,730)

Other (expense)
  income:
    Interest,
      net         (15,181)     (7,211)        8,123           -        (14,269)
    Other          (8,116)      5,032           306          5,158       2,380
                 --------    --------     ---------      ---------   ---------
Loss before
  income taxes    (22,861)    (18,450)       (1,896)         7,588     (35,619)

Income tax
  benefit          (1,404)     (2,245)       (9,849)          (664)    (14,162)
                 --------    --------      --------       --------    --------
Net (loss)
  income         $(21,457)   $(16,205)     $  7,953       $  8,252    $(21,457)
                 ========    ========      ========       ========    ========
</TABLE>


<TABLE>

                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

                                 Six months ended December 31, 1999
-------------------------------------------------------------------------------
                  Parent   Guarantor    Non-Guarantor
(In thousands)    Company  Subsidiaries Subsidiaries Eliminations  Consolidated
-------------------------------------------------------------------------------
<S>              <C>        <C>           <C>            <C>         <C>
Revenues:
  Net sales       $  -       $ 63,958      $206,544       $(66,192)   $204,310

Operating expenses:
  Cost of products
    sold             -         75,923       194,545        (67,444)    203,024
  Selling, general
    and admini-
    strative        1,132       1,962        13,764           -         16,858
  Other              -           -            2,626           -          2,626
                 --------    --------     ---------      ---------   ---------
                    1,132      77,885       210,935        (67,444)    222,508
                 --------    --------     ---------      ---------   ---------

Operating loss     (1,132)    (13,927)       (4,391)         1,252     (18,198)

Other (expense)
  income:
    Interest, net (11,936)     (5,457)        4,737           -        (12,656)
    Other          (1,557)       (652)          817          2,673       1,281
                 --------   ---------     ---------      ---------   ---------
(Loss) income before
  income taxes    (14,625)    (20,036)        1,163          3,925     (29,573)

Income tax expense
  (benefit)           936      (4,451)       (8,421)        (2,076)    (14,012)
                 --------    --------      --------       --------    --------
Net (loss)
  income         $(15,561)   $(15,585)     $  9,584       $  6,001    $(15,561)
                 ========    ========      ========       ========    ========

</TABLE>


<TABLE>

                     CONDENSED CONSOLIDATING BALANCE SHEET

                                       December 31, 2000
-------------------------------------------------------------------------------
                  Parent   Guarantor    Non-Guarantor
(In thousands)    Company Subsidiaries  Subsidiaries  Eliminations Consolidated
-------------------------------------------------------------------------------
<S>              <C>        <C>           <C>         <C>           <C>
Current assets:
  Cash and cash
    equivalents   $ 2,202    $     17      $     59    $     -       $   2,278
  Receivables,
    net             4,020      15,938        87,236       (53,049)      54,145
  Inventories        -         17,961        80,154         2,005      100,120
  Prepaid expenses
    and other
    current assets  3,201       1,410         9,352        (7,444)       6,519
                  -------    --------      --------    ----------    ---------
      Total current
        assets      9,423      35,326       176,801       (58,488)     163,062

Investments in
  affiliates      688,747     354,865        77,613    (1,027,370)      93,855
Other assets      148,031        -          268,366      (407,749)       8,648
PP&E, net           9,945     144,011       273,543          -         427,499
Goodwill, net        -           -          164,888          -         164,888
                 --------    --------      --------   -----------     --------
      Total
        assets   $856,146    $534,202      $961,211   $(1,493,607)    $857,952
                 ========    ========      ========   ===========     ========


Liabilities and Shareholders' Equity
--------------------------------------------------------------------------------
<S>             <C>        <C>           <C>         <C>            <C>
Current liabilities:
  Accounts
    payable      $ 35,792   $  10,885     $  86,999   $   (63,892)   $  69,784
  Accrued
    liabilities     6,535       2,642         4,691        (4,913)       8,955
  Other current
    liabilities     5,569        -             -           (2,532)       3,037
                 --------   ---------     ---------   -----------    ---------
  Total current
    liabilities    47,896      13,527        91,690       (71,337)      81,776

Long-term debt    425,932     152,804       129,513      (382,725)     325,524
Other long-term
  liabilities
  and deferred
  credits           1,727      32,909        60,515       (25,090)      70,061

Shareholders' equity:
  Common stock        280           1        58,941       (58,942)         280
  Additional
    paid-in
    capital       305,901     324,715       543,649      (868,364)     305,901
  Retained
    earnings       92,755      10,246        76,903       (87,149)      92,755
  Accumulated other
    comprehensive
    income         11,234        -             -             -          11,234
  Treasury stock,
    at cost       (29,579)       -             -             -         (29,579)
                 --------    --------      --------   -----------     --------
  Total share-
    holders'
    equity        380,591     334,962       679,493    (1,014,455)     380,591
                 --------    --------      --------   -----------     --------
Total liabil-
  ities and
  shareholders'
  equity         $856,146    $534,202      $961,211   $(1,493,607)    $857,952
                 ========    ========      ========   ===========     ========

</TABLE>


<TABLE>

                     CONDENSED CONSOLIDATING BALANCE SHEET

                                          June 30, 2000
-------------------------------------------------------------------------------
                   Parent    Guarantor  Non-Guarantor
(In thousands)     Company Subsidiaries Subsidiaries Eliminations  Consolidated
-------------------------------------------------------------------------------
<S>              <C>         <C>         <C>         <C>            <C>
Current assets:
  Cash and cash
    equivalents   $ 2,085     $     17    $      88   $     -        $   2,190
  Receivables, net  1,556       11,139       93,407      (30,848)       75,254
  Inventories        -          22,858       50,056         (397)       72,517
  Prepaid expenses
    and other
    current
    assets          6,622        1,321        6,360       (3,855)       10,448
                  -------     --------    ---------   ----------     ---------
  Total current
    assets         10,263       35,335      149,911      (35,100)      160,409

Investments in
  affiliates      700,062      350,635       72,776   (1,033,965)       89,508
Other assets      134,530            5      252,267     (374,914)       11,888
PP&E, net          12,296      148,828      284,730         -          445,854
Goodwill, net        -            -         167,179         -          167,179
                 --------     --------     --------   -----------     --------
    Total assets $857,151     $534,803     $926,863   $(1,443,979)    $874,838
                 ========     ========     ========   ===========     ========


Liabilities and Shareholders' Equity
------------------------------------------------------------------------------
<S>             <C>          <C>          <C>        <C>             <C>
Current
  liabilities:
    Accounts
      payable    $ 23,195     $ 11,404     $ 58,375   $   (38,313)    $ 54,661
    Accrued
      liabilities   7,254        3,028        5,879        (5,268)      10,893
                 --------     --------     --------   -----------     --------
  Total current
    liabilities    30,449       14,432       64,254       (43,581)      65,554

Long-term debt    429,846      137,937      127,553      (365,029)     330,307
Other long-term
  liabilities
  and deferred
  credits           1,109       31,266       62,079       (11,224)      83,230

Shareholders'
  equity:
    Common stock      280            1       58,941       (58,942)         280
    Additional
      paid-in
      capital     305,901      324,715      545,069      (869,784)     305,901
    Retained
      earnings    114,996       26,452       68,967       (95,419)     114,996
    Accumulated
      other com-
      prehensive
      income        4,149         -            -             -           4,149
    Treasury stock,
      at cost     (29,579)        -            -             -         (29,579)
                 --------    ---------    ---------   -----------    ---------
  Total share-
    holders'
    equity        395,747      351,168      672,977    (1,024,145)     395,747
                 --------    ---------    ---------   -----------    ---------
     Total lia-
       bilities
       and share-
       holders'
       equity    $857,151    $ 534,803    $ 926,863   $(1,443,979)   $ 874,838
                 ========    =========    =========   ===========    =========

</TABLE>

<TABLE>

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                                   Six months ended December 31, 2000
--------------------------------------------------------------------------------
                  Parent    Guarantor    Non-Guarantor
(In thousands)    Company  Subsidiaries  Subsidiaries  Eliminations Consolidated
--------------------------------------------------------------------------------
<S>             <C>         <C>           <C>            <C>        <C>
Cash flows from
  operating
  activities:
    Net (loss)
      income     $(21,457)   $(16,205)     $  7,953       $  8,252   $ (21,457)
    Reconcilia-
      tion of net
      (loss)income
      to net cash
      provided by
      (used in)
      operating
      activities:
        Net change
          in opera-
          ting
          assets
          and
          liabi-
          lities   11,112      (1,089)      (1,355)        (6,025)       2,643
        Deprecia-
          tion,
          depletion
          and
          amortiza-
          tion      1,891       6,436       15,375           -          23,702
        Deferred
          gain on
          futures
          contracts,
          net of
          tax      11,234        -            -              -          11,234
        Equity
          earnings
          in uncon-
          solidated
          affi-
          liates    9,698      (4,973)      (4,844)        (5,158)      (5,277)
      Deferred
        income
        taxes and
        other     (11,110)      1,771       (1,090)         2,931       (7,498)
                 --------    --------     --------       --------    ---------
Net cash provided
  by (used in)
  operating
  activities        1,368     (14,060)      16,039           -           3,347
                 --------    --------     --------       --------    ---------
Cash flows from
  investing
  activities:
    Purchases of
      property,
      plant and
      equipment       (33)     (1,549)      (9,415)          -        (10,997)
    Proceeds from
      sale of
      assets        4,733        -           7,848           -         12,581
    Other            -            742            8           -            750
                 --------   ---------    ---------      ---------    --------
Net cash provided
  by (used in)
  investing
  activities        4,700        (807)      (1,559)          -          2,334
                 --------  ----------    ---------      ---------    --------
Cash flows from
  financing
  activities:
    Debt
      proceeds    198,342        -            -              -        198,342
    Debt
      payments   (203,151)       -            -              -       (203,151)
    Cash dividends
      paid           (784)       -            -              -           (784)
  Net change in
    affiliate
    notes            (358)     14,867      (14,509)          -           -
                 --------  ----------    ---------      ---------   ---------
Net cash
  (used in)
  provided by
  financing
  activities       (5,951)     14,867      (14,509)          -         (5,593)
                 --------  ----------    ---------      ---------   ---------
Net increase
  (decrease) in
  cash and cash
  equivalents         117       -              (29)          -             88

Cash and cash
  equivalents -
  beginning of
  period            2,085          17           88           -          2,190
                 --------  ----------    ---------      ---------   ---------
Cash and cash
  equivalents -
  end of period  $  2,202  $       17    $      59      $    -      $   2,278
                 ========  ==========    =========      =========   =========

</TABLE>

<TABLE>

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                                 Six months ended December 31, 1999
-----------------------------------------------------------------------------
                 Parent    Guarantor  Non-Guarantor
(In thousands)   Company Subsidiaries Subsidiaries  Eliminations Consolidated
-----------------------------------------------------------------------------
<S>            <C>         <C>         <C>          <C>           <C>
Cash flows from
  operating
  activities:
    Net (loss)
      income    $ (15,561)  $ (15,585)  $   9,584    $   6,001     $ (15,561)
    Reconcilia-
      tion of
      net (loss)
      income to
      net cash
      used in
      operating
      activities:
        Net
          change
          in
          operating
          assets
          and lia-
          bilities  10,511     (1,805)     (40,191)        434       (31,051)
        Depreciation,
          depletion
          and amort-
          ization    1,515      6,027       15,421         395        23,358
        Equity
          earnings
          in uncon-
          solidated
          affi-
          liates    (7,237)     1,719       (8,869)      6,203        (8,184)
        Deferred
          income
          taxes
          and
          other     (2,678)     8,854          871     (13,033)       (5,986)
                  --------   --------     --------    --------     ---------
Net cash used in
  operating
  activities       (13,450)      (790)     (23,184)       -          (37,424)
                  --------   --------     --------    --------     ---------
Cash flows from
  investing
  activities:
    Purchases of
      property,
      plant and
      equipment       (450)    (1,827)      (6,911)       -           (9,188)
    Other               13          5        6,878        -            6,896
                  --------   --------     --------    --------     ---------
Net cash used in
  investing
  activities          (437)    (1,822)         (33)       -           (2,292)
                  --------   --------     --------    --------     ---------
Cash flows from
  financing
  activities:
    Debt proceeds  212,400       -            -           -          212,400
    Debt payments (169,200)      -            -           -         (169,200)
    Cash
      dividends
      paid          (3,398)      -            -           -           (3,398)
    Net change in
      affiliate
      notes        (26,025)     2,613       23,412        -             -
                 ---------   --------    ---------    ---------    ---------
Net cash provided
  by financing
  activities        13,777      2,613       23,412        -           39,802
                 ---------   --------    ---------    ---------    ---------
Net (decrease)
  increase in
  cash and cash
  equivalents         (110)         1          195        -               86

Cash and cash
  equivalents -
  beginning of
  period               244         21        1,383        -            1,648
                 ---------   --------    ---------    ---------    ---------
Cash and cash
  equivalents -
  end of period  $     134   $     22    $   1,578    $   -        $   1,734
                 =========   ========    =========    =========    =========

</TABLE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION

     Our operations are organized into three strategic business units:
nitrogen, phosphate and potash.  Our nitrogen business unit produces nitrogen
products for distribution to fertilizer dealers and distributors, and
industrial users located primarily in the southern region of the United States.
Our phosphate business unit produces diammonium phosphate fertilizer (commonly
referred to as "DAP") and exports the majority of this production through
Phosphate Chemicals Export Association, Inc., a Webb-Pomerene corporation known
as "PhosChem."  Our potash business unit mines and produces agricultural and
industrial potash products for sale to farmers, fertilizer dealers and
distributors, and industrial users for use primarily in the southern and
western regions of the United States.  The following is management's discussion
and analysis of the financial condition and results of operations, which should
be read in conjunction with our audited financial statements and related notes
for the fiscal year ended June 30, 2000.

     Consistent with the historical nature of our business, the usage of
fertilizer in our trade territory is highly seasonal, and our quarterly results
reflect the fact that significantly more fertilizer is sold during the last
four months of our fiscal year (March through June).  Since interim period
operating results reflect the seasonal nature of our 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 as detailed under "Forward Looking Statements" in this
report.  We incur substantial expenditures for fixed costs and inventory
throughout the year.

     For the quarter ended December 31, 2000, we incurred a net loss of $9.2
million (or $0.35 per diluted share) compared to a net loss of $10.0 million
(or $0.38 per diluted share) for the same quarter during the prior year.  Net
sales increased to $136.3 million for the quarter ended December 31, 2000,
from $107.3 million for the quarter ended December 31, 1999.  We incurred an
operating loss of $9.0 million for the quarter ended December 31, 2000,
compared to an operating loss of $10.6 million for the quarter ended
December 31, 1999. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the quarter ended December 31, 2000, were $3.6
million compared to $1.8 million for the quarter ended December 31, 1999.


NITROGEN

     The operating performance of our nitrogen business unit for the quarter
ended December 31, 2000, was significantly impacted by a 67% increase in the
average price of natural gas at our domestic production facilities compared to
the prior year quarter ended December 31, 1999.  Our corporate average natural
gas price increased 69% during the current year quarter as compared to the
prior year quarter.  Natural gas is the primary raw material in the production
of ammonia, which is our base nitrogen product used in the production of our
other nitrogen products (urea, ammonium nitrate, nitrogen solutions and nitric
acid). Extraordinarily high natural gas prices caused industry-wide production
curtailments during calendar 2000, which, in turn, have tightened the
availability of world supplies.  As a result of improved global fundamentals
and these production curtailments, our average sales prices increased 62% in
the current year quarter as compared to the prior year quarter.

     During the quarter ended December 31, 2000, our nitrogen costs per ton
increased 50% as compared to the prior year quarter primarily as a result of
higher natural gas prices.  In addition, we had higher per-ton fixed costs as a
result of reduced operating rates, higher maintenance costs associated with a
scheduled maintenance shutdown at our nitrogen facility in Donaldsonville,
Louisiana, as well as additional costs related to third party purchases of
ammonia.

     During the current year quarter, other operating expenses included idle
plant costs at our nitrogen facilities at Yazoo City, Mississippi, and
Donaldsonville, Louisiana, of approximately $2.9 million.  Portions of our
ammonia and nitric acid production capacities were idled for various periods
during the current year quarter primarily due to the unfavorable relationship
between product prices and natural gas prices and, to a lesser extent,
miscellaneous mechanical problems.


PHOSPHATE

     Our phosphate business unit experienced a 15% increase in sales during the
quarter ended December 31, 2000, as compared to the quarter ended December 31,
1999.  This increase included a 9% increase in sales prices and a 6% increase
in sales volumes.  Our DAP cost per ton increased 16%, primarily the result of
higher raw material costs for ammonia and sulfur.


POTASH

     During the quarter ended December 31, 2000, our potash business unit
experienced a 31% decrease in sales.  This decrease was the result of a 36%
decrease in sales volumes, partially offset by a 7% increase in sales prices.
Sales volumes were lower due to reduced export volumes and the absence of a
winter-fill program during the second fiscal quarter.  Our potash costs per ton
increased 8% in the current year quarter as compared to the prior year quarter.
This increase was primarily the result of higher natural gas and electricity
prices paid during the current year quarter, partially offset by lower spending
levels in other cost areas.


OUTLOOK

     We believe that our nitrogen segment will continue to benefit from the
improved supply/demand outlook resulting from industry-wide production
curtailments and permanent shutdowns.  However, to maximize results in the
current environment, we continue to determine operating levels for our plants
based on the relationship between nitrogen product prices and natural gas
prices and commitments to our customers.  As we move into the spring season,
these factors will continue to be a major determinant of whether our nitrogen
facilities will operate at reduced rates or at all.  Moreover, the cumulative
effect of industry production curtailments over the last six months will
significantly impact spring product availability and product prices.  Since
December 2000, we have experienced sustained strength in domestic nitrogen
product prices; however, extraordinarily high natural gas prices and the
seasonal nature of our business will make the spring season challenging.
While natural gas prices have come down since the end of December, they remain
volatile.  If current natural gas prices remain high or continue to increase,
it will have a material adverse impact on our performance if product prices do
not experience corresponding increases.  As a result of domestic production
curtailments and improving market fundamentals, we have seen some improvement
in DAP sales prices since June 30, 2000; however, we anticipate that DAP sales
prices, weak international markets and increased raw material costs for ammonia
will continue in the near-term to adversely affect our phosphate segment's
financial results.  Finally, we believe domestic potash demand will remain firm
in the near-term; however, the performance of our potash segment will depend on
maintaining improved ore grades.  Other variables can affect our results of
operations as stated elsewhere in the discussion under the headings titled
"Results of Operations" and "Forward Looking Statements."


RESULTS OF OPERATIONS
<TABLE>

     Following are summaries of our sales results by product categories:

                                   Three months ended     Six months ended
                                      December 31,          December 31,
                                   ------------------    ------------------
                                     2000      1999        2000      1999
Net Sales (in thousands):          --------  --------    --------  --------
 <S>                              <C>       <C>         <C>       <C>
  Nitrogen                         $ 98,087  $ 65,371    $169,268  $107,392
  DAP                                22,556    19,559      51,936    55,314
  Potash                             15,230    22,177      34,135    41,116
  Other                                 441       205       1,029       488
                                   --------  --------    --------  --------
      Net Sales                    $136,314  $107,312    $256,368  $204,310
                                   ========  ========    ========  ========


                                   Three months ended     Six months ended
                                      December 31,           December 31,
                                   ------------------     -----------------
                                     2000      1999         2000     1999
Tons Sold (in thousands):          --------  --------     -------   -------
 <S>                                   <C>       <C>         <C>       <C>
  Nitrogen:
    Ammonia                             219       209         434       381
    Ammonium nitrate                    204       234         308       318
    Urea                                154       129         297       263
    Nitrogen solutions                  108       173         154       260
    Nitric acid                          13        11          27        25
                                     ------    ------      ------    ------
      Total Nitrogen                    698       756       1,220     1,247

    DAP                                 163       154         386       383
    Potash                              165       256         380       472


                                   Three months ended     Six months ended
                                     December 31,           December 31,
                                   ------------------     -----------------
                                     2000       1999        2000     1999
Average Sales Price Per Ton:       --------   -------     -------   -------
 <S>                                <C>       <C>         <C>       <C>
  Nitrogen                           $  140    $   87      $  139    $   86
  DAP                                $  138    $  127      $  135    $  145
  Potash                             $   92    $   87      $   90    $   87
</TABLE>


        NET SALES.  Our net sales increased 27% to $136.3 million for the
quarter ended December 31, 2000, from $107.3 million for the quarter ended
December 31, 1999.  This increase was primarily the result of higher sales
prices for our nitrogen products partially offset by lower sales volumes for
our potash products.

     During the current year quarter, nitrogen sales increased 50% as compared
to the prior year quarter. A 62% increase in nitrogen sales prices, partially
offset by an 8% decrease in nitrogen sales volumes, brought about this
increase. Our ammonia sales prices increased 60% and sales volumes increased
5% in the current year quarter as compared to the prior year quarter.  During
calendar year 2000, unprecedented increases in the price for natural gas have
forced the nitrogen industry to curtail domestic production.  This has reduced
the availability of world supply and increased the sales prices for our
nitrogen products. Unfortunately, the sales price for ammonia has not increased
adequately to overcome this unprecedented rise in natural gas prices.  Just as
the nitrogen industry reacted to this development, we operated our domestic
ammonia plants at approximately 62% of capacity during the current year
quarter. This curtailment reduced available product for sale resulting in our
purchase of approximately 176,000 tons of ammonia from third parties to meet
demand during the quarter.  Our ammonium nitrate sales prices increased 32%,
while our ammonium nitrate sales volumes decreased 13% during the current year
quarter as compared to the prior year quarter.  Reduced domestic production
placed upward pressure on the price of ammonium nitrate. The impact of
government actions against unfairly traded imports also contributed to the
firming of prices during the current year quarter.  Our ammonium nitrate
operations ran at 75% of capacity for the current year quarter, reducing our
product available for sale. Our ammonium nitrate inventory levels entering the
spring season are substantially lower than prior-year levels.  Urea sales
prices increased 72% and sales volumes increased 19% during the current year
quarter as compared to the prior year quarter.  Improved market fundamentals
favorably increased the sales price for our urea products.  Sales volumes
increased primarily as a result of product available from our Faustina,
Louisiana, granular urea plant that we purchased in April 2000.  The
additional product produced at this facility helped to offset the market
related production curtailments of urea at our Donaldsonville, Louisiana,
facility.  Our prilled urea facilities operated at 72% of capacity during the
current year quarter and our granular urea facility operated at 69% of capacity
during the current year quarter.  Nitrogen solutions sales prices increased 78%
while sales volumes decreased 38% during the current year quarter as compared
to the prior year quarter.  Improved market conditions have favorably led to
increases in the selling price for this product.  Low beginning inventory
levels and the need to reserve inventory to meet customer commitments for the
spring season reduced our nitrogen solutions tons available for sale during the
quarter. We ran nitrogen solutions production near capacity during the current
year quarter.

     At our phosphate business unit, DAP sales increased 15% in the current
year quarter as compared to the prior year quarter.  A 9% increase in sales
prices and a 6% increase in sales volumes contributed to this increase.
Curtailments of domestic industry production continue to impact the world
supply/demand balance.

     In our potash business unit, sales decreased 31% during the current year
quarter as compared to the prior year quarter.  A 36% decrease in sales
volumes, partially offset by a 7% increase in sales prices, was the primary
factor for this change.  Sales volumes were lower due to reduced export
volumes and the absence of a winter-fill program during the current year
quarter.  During the prior year quarter, prices had been reduced as part of
a winter-fill program.  The absence of such a program this year resulted in
firm to rising prices and less product movement to the dealer level.

     For the six-month period ended December 31, 2000, our net sales increased
25% to $256.4 million, from $204.3 million for the six-month period ended
December 31, 1999.  This increase was primarily the result of higher sales
prices for our nitrogen products partially offset by lower sales prices for DAP
and lower sales volumes for our potash products.  During the current year six-
month period, nitrogen sales increased 58% as compared to the prior year.  This
increase was the result of a 61% increase in nitrogen sales prices partially
offset by a 2% decrease in nitrogen sales volumes.  Our ammonia sales prices
increased 59% and our ammonia sales volumes increased 14% over the prior year.
Industry-wide production curtailments due to the unprecedented increases in
natural gas prices have reduced world nitrogen supplies, resulting in higher
prices.  During the current year six-month period, we also curtailed production
at both our Yazoo City, Mississippi and Donaldsonville, Louisiana ammonia
facilities.  As a result of these curtailments, we purchased approximately
234,000 tons of ammonia from third parties to meet customer demand.  Our
ammonium nitrate sales prices increased 28%, while our ammonium nitrate sales
volumes decreased 3% during the current year six-month period as compared to
the prior year six-month period. Sales prices increased as a result of reduced
domestic production that placed upward pressure on prices. Urea sales prices
increased 69% and sales volumes increased 13% during the current year six-month
period as compared to the prior year six-month period. Sales prices increased
as a result of improved market fundamentals.  During the prior year period,
urea sales prices were near their low point in the cycle.  Sales volumes
increased primarily as a result of product available from our Faustina,
Louisiana, granular urea plant that we purchased in April 2000.  Nitrogen
solutions sales prices increased 82% and sales volumes decreased 41% during
the current year six-month period as compared to the prior year six-month
period.  Sales prices increased as a result of the tight supply/demand balance
caused by lower production levels and concerns about product availability.
Sales volumes decreased as a result of lower production at our Yazoo City
facility caused by scheduled maintenance shutdowns of our ammonia and urea
synthesis plants earlier in the period, a low beginning inventory level and
the need to reserve inventory to meet customer commitments for the spring
season.  In addition, low water levels in the Yazoo River for the majority
of the period limited our ability to ship by barge, further reducing sales
volumes for the period.

     During the six-month period ended December 31, 2000, our DAP sales
decreased 6% as compared to the six-month period ended December 31, 1999.  This
decrease was the result of a 7% decrease in sales prices partially offset by a
1% increase in sales volumes.  Sales prices decreased as a result of more than
sufficient quantities of product in the world marketplace.

     Our potash sales decreased 17% during the current year six-month period as
compared to the prior year six-month period.  This decrease was the result of a
20% decrease in sales volumes partially offset by a 3% increase in sales
prices.  Sales volumes were lower due to reduced export volumes and the
absence of a winter-fill program during the current year period.

     COST OF PRODUCTS SOLD.  Our cost of products sold increased to $135.1
million for the quarter ended December 31, 2000, from $109.6 million for the
quarter ended December 31, 1999.  As a percentage of net sales, cost of
products sold decreased to 99% for the current year quarter, from 102% for
the prior year quarter.  This decrease is primarily the result of higher
nitrogen sales prices in the current year quarter partially offset by higher
nitrogen and DAP costs per ton.

     During the quarter ended December 31, 2000, our nitrogen costs per ton
increased 50% primarily as a result of higher natural gas costs at our domestic
production facilities.  The average price of natural gas increased
approximately 67% during the current year quarter as compared to the prior
year quarter.  Our corporate average natural gas price increased 69% during
the current year quarter as compared to the prior year quarter.  In addition,
we had additional costs related to a maintenance shutdown of our No. 1 ammonia
plant at our Donaldsonville, Louisiana, facility.  We also had higher per-ton
fixed costs as a result of reduced operating rates and additional costs
related to third party purchases of ammonia.  During the current year quarter,
our DAP costs per ton increased 16% as compared to the prior year quarter,
primarily the result of higher raw material costs for ammonia and sulfur.
Our potash costs per ton increased 8% in the current year quarter as compared
to the prior year quarter.  This increase was primarily the result of high
natural gas and electricity prices paid during the current year quarter,
partially offset by lower spending in other cost areas.

     For the six-month period ended December 31, 2000, our cost of products
sold increased to $257.7 million, from $203.0 million for the six-month period
ended December 31, 1999.  As a percentage of net sales, cost of products sold
increased to 101% for the six-month period ended December 31, 2000, from 99%
for the six-month period ended December 31, 1999.  Cost of products sold
increased as a percentage of net sales as a result of higher costs per ton for
our nitrogen, DAP and potash products and lower sales prices for DAP.  The
increases in cost were partially offset by higher sales prices for our
nitrogen and potash products.  Our nitrogen costs per ton increased 52%
primarily as a result of higher natural gas costs at our domestic production
facilities in the current year. Natural gas prices increased 64% during the
current year six-month period as compared to the prior year six-month period.
Our corporate average natural gas price increased 66% during the current year
six-month period as compared to the prior year six-month period.  We also
incurred higher maintenance costs in the current year associated with
scheduled maintenance shutdowns at our nitrogen facilities in Yazoo City,
Mississippi and Donaldsonville, Louisiana.  In addition, we had lower equity
earnings in the current year quarter from our joint venture ammonia plant in
Trinidad, Farmland MissChem Limited ("Farmland MissChem"), primarily the
result of recording in the prior year a $3.4 million business interruption
claim for downtime that occurred in March and April of 1999.  Our portion of
the earnings from Farmland MissChem was $4.8 million in the current year as
compared to $5.5 million, without the business interruption claim, in the prior
year.  During the current year, Farmland MissChem incurred higher gas cost as
a result of its gas contract being tied to the market price of ammonia.
Additionally, Farmland MissChem's sales prices in the current year were below
market as a result of its product offtake agreements with us and Farmland
Industries, Inc., which require Farmland MissChem to make sales at prices lower
than market to recover amounts paid in excess of market price in previous
periods. DAP costs per ton increased 4% during the six-month period ended
December 31, 2000, as compared to the prior year six-month period.  This
increase was primarily the result of higher raw material costs for ammonia.
Potash costs per ton increased 13% during the current year six-month period as
compared to the prior year six-month period.  This increase was primarily the
result of higher per-ton beginning inventory values and high per-ton production
costs early in the year.  Later in the current year period, we incurred lower
per-ton production costs that offset some of the higher cost experienced
earlier in the year.  In addition, our current year costs per ton were higher
as a result of higher natural gas prices paid.  These higher costs were
partially offset by reduced spending in other areas.

     SELLING, GENERAL AND ADMINISTRATIVE.  Our selling, general and
administrative expenses decreased to $7.3 million for the quarter ended
December 31, 2000, from $8.2 million for the quarter ended December 31, 1999.
This decrease was primarily the result of lower labor costs in the current
year due to the effects of attrition, an early retirement program and
reduction in workforce.  We also had decreased advertising costs in the current
year quarter.  These reductions were partially offset by additional severance
costs incurred in the current year as a result of a reduction in force.  As a
percentage of net sales, selling, general and administrative expenses
decreased to 5% for the quarter ended December 31, 2000, from 8% for the
quarter ended December 31, 1999.

     For the six months ended December 31, 2000, our selling, general and
administrative expenses decreased to $16.0 million, from $16.9 million for the
six months ended December 31, 1999.  This decrease was primarily the result of
lower labor costs in the current year.  Also during the prior year, we incurred
costs related to the reorganization of our sales, marketing and distribution
division. These lower costs were partially offset by costs incurred in the
current year related to an early retirement program and severance costs related
to a reduction in force.  As a percentage of net sales, selling, general and
administrative expenses decreased to 6% for the six months ended December 31,
2000, from 8% for the six months ended December 31, 1999.

     OTHER. Our other operating expenses increased to $2.9 million for the
quarter ended December 31, 2000, from $86,000 for the quarter ended
December 31, 1999.  For the six months ended December 31, 2000, our other
operating expenses increased to $6.4 million, from $2.6 million for the six
months ended December 31, 1999.  These increases are the result of higher idle
plant costs at our nitrogen facilities in the current year periods.  During
both the three-month and six-month periods ended December 31, 2000, portions
of our ammonia and nitric acid production capacities were idled for various
periods primarily due to the unfavorable relationship between product prices
and natural gas prices and, to a lesser extent, miscellaneous mechanical
problems.  In August and September of the prior year, our Donaldsonville,
Louisiana, facility had idle plant costs due to our No. 2 ammonia plant being
idled.  During the current year six-month period ended December 31, 2000, our
granular urea production at our Faustina, Louisiana, facility was idled for
various periods due to IMC-Agrico's ammonia plant being down.  Since the
Faustina facility requires carbon dioxide from IMC-Agrico's ammonia process
to produce urea, we are unable to operate the Faustina facility when there
is no ammonia production at the IMC-Agrico facility.

     OPERATING LOSS.  As a result of the above factors, we incurred an
operating loss of $9.0 million for the quarter ended December 31, 2000, as
compared to an operating loss of $10.6 million for the quarter ended
December 31, 1999.  For the six months ended December 31, 2000, we incurred
an operating loss of $23.7 million as compared to an operating loss of $18.2
million for the six months ended December 31, 1999.

     INTEREST, NET.  For the quarter ended December 31, 2000, our net interest
expense increased to $7.1 million from $6.6 million for the quarter ended
December 31, 1999.  For the six months ended December 31, 2000, our net
interest expense increased to $14.3 million from $12.7 million for the six
months ended December 31, 1999.  These increases were primarily the result of
higher average interest rates during the current year periods.

     OTHER INCOME.  For the quarter ended December 31, 2000, other income
increased to $922,000 from $646,000 for the quarter ended December 31, 1999.
For the six months ended December 31, 2000, other income increased to $2.4
million from $1.3 million for the six months ended December 31, 1999. These
increases were primarily the result of gains on the sale of non-core assets
during the current year periods.

     INCOME TAX BENEFIT.  For the quarter ended December 31, 2000, our income
tax benefit decreased to $6.0 million from $6.6 million for the quarter ended
December 31, 1999.  For the six months ended December 31, 2000, our income tax
benefit increased to $14.2 million from $14.0 million for the six months ended
December 31, 1999.  These income tax benefits are the result of our net losses.
For the six months ended December 31, 1999, we also recorded a one-time benefit
in the amount of $2.0 million related to settlement agreements made with the
Internal Revenue Service for fiscal years 1994, 1995 and 1996.

     NET LOSS.  As a result of the foregoing, we incurred a net loss of $9.2
million for the quarter ended December 31, 2000, as compared to a net loss of
$10.0 million for the quarter ended December 31, 1999. For the six months ended
December 31, 2000, we incurred a net loss of $21.5 million as compared to a net
loss of $15.6 million for the six months ended December 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES

      At December 31, 2000, we had cash and cash equivalents of $2.3 million,
compared to $2.2 million at June 30, 2000, an increase of approximately
$100,000.

      OPERATING ACTIVITIES.  For the six months ended December 31, 2000, our
net cash provided by operating activities was $3.3 million compared to net
cash used in operating activities of $37.4 million for the six months ended
December 31, 1999.

      INVESTING ACTIVITIES.  Our net cash provided by investing activities was
$2.3 million for the six months ended December 31, 2000, compared to net cash
used in investing activities of $2.3 million for the six months ended December
31, 1999.  During the current year six-month period, our capital expenditures
were $11.0 million compared to $9.2 million during the prior year six-month
period. Our current year expenditures were for normal improvements and
modifications to our facilities.  During the current year six-month period, our
net cash provided by investing activities included approximately $12.6 million
in proceeds from the sale of substantially all of the assets of our barge
company, TNI Barge, Inc., as well as certain other non-core assets held by us.

      FINANCING ACTIVITIES.  Our net cash used in financing activities was $5.6
million for the six months ended December 31, 2000, compared to net cash
provided by financing activities of $39.8 million for the six months ended
December 31, 1999.  During the current year six-month period, the amounts used
in financing activities included $203.2 million in debt payments and $784,000
in cash dividends.  These payments were partially offset by debt proceeds of
$198.3 million.  During the prior year six-month period, the amounts provided
by financing activities included $212.4 million in debt proceeds partially
offset by $169.2 million in debt payments and $3.4 million in cash dividends.

      In August 1997, we issued $14.5 million in industrial revenue bonds, a
portion of which were tax-exempt, to finance the development of our new
phosphogypsum disposal facility at our Pascagoula, Mississippi, DAP
manufacturing plant.  On April 1, 1998, we issued $14.5 million in fully tax-
exempt industrial revenue bonds, the proceeds of which were used to redeem the
initial industrial revenue bonds issued in August 1997.  The bonds issued on
April 1, 1998, mature on March 1, 2022, and carry a 5.8% fixed rate.  The bonds
may be redeemed at our option at a premium from March 1, 2008, to February 28,
2010, and may be redeemed at face value at any time after February 28, 2010,
through the maturity date.

      On November 25, 1997, we issued $200.0 million of 7.25% Senior Notes (the
"Senior Notes") due November 15, 2017.  The holders may elect to have the Notes
repaid on November 15, 2007.  The Senior Notes were issued under a $300.0
million shelf registration statement filed with the Securities and Exchange
Commission in November 1997.

      We have a secured revolving credit facility (the "Facility") with Harris
Trust and Savings Bank and a syndicate of other commercial banks totaling
$200.0 million.  The Facility matures on November 25, 2002, and bears interest
at rates related to the Prime Rate, the London Interbank Offered Rate or
Federal Funds Rate.  At December 31, 2000, we had letters of credit
outstanding in the amount of $21.1 million primarily associated with purchases
of imported nitrogen products that lower our availability under the Facility,
and we had borrowings outstanding in the amount of $111.4 million.  We had
$67.5 million available under the Facility at December 31, 2000.  The facility
contains covenants that prohibit us from exceeding a threshold ratio of debt
to total capital and require us to maintain a minimum level of tangible net
worth.  In addition, we have covenants that require minimum levels of interest
coverage and restrict dividends if such interest coverages are not met.
During the quarter ended September 30, 2000, we discontinued our normal
quarterly dividends.  Dividends would have been restricted under the Facility
for the quarter ended December 31, 2000.  Amounts outstanding under the
Facility are subject to a requirement that the total amount outstanding
under the Facility not exceed a certain asset value calculation.  The facility
also prohibits the repurchase of our outstanding shares, and establishes
maximum levels of capital expenditures by year.  The Facility lenders have
security interests in substantially all of our assets, as allowed by the
Indenture governing the Senior Notes.  For our quarter ended March 31, 2001,
the Facility requires the ratio of earnings before interest, taxes,
depreciation and amortization ("EBITDA") to interest to be no less than
one to one.  Because of the current volatility of natural gas and product
prices, it is possible that this requirement will not be met.  Although there
can be no assurances, we believe that we would be able to negotiate an
amendment or waiver with our lenders.

      In December 2000, as a result of the unprecedented high prices for
natural gas, we liquidated earlier than normal all of our natural gas futures
contracts for a pre-tax gain of approximately $16 million. Although the cash
from the transaction was collected during the current year quarter, pursuant
to hedge accounting rules, income recognition will occur primarily in our
third fiscal quarter.

      Based on natural gas market prices as of the date of this filing, and the
hedge positions we have entered into since December 31, 2000, we believe that
our existing cash, cash generated from operations, available credit facilities,
and cash realized from the anticipated sale of non-core assets will be
sufficient to satisfy our financing requirements for operations and capital
projects through fiscal 2001.  There has been unprecedented volatility in
natural gas prices in recent months with our corporate natural gas costs
increasing 69% in the second quarter of the current fiscal year over the prior
fiscal year second quarter.  If natural gas prices remain at these levels, or
increase without corresponding increases in the market prices for our products,
our natural gas costs will have a material adverse impact on our liquidity.  We
estimate our capital expenditure requirements for the remainder of fiscal 2001
to be approximately $13.0 million, which includes normal improvements and
modifications to our facilities.


FORWARD-LOOKING STATEMENTS

      Except for the historical statements and discussion contained herein,
statements set forth in this report constitute "forward-looking statements."
Since these forward-looking statements rely on a number of assumptions
concerning future events, risks and other uncertainties that are beyond our
ability to control, readers are cautioned that actual results may differ
materially from such forward-looking statements. Future events, risks and
uncertainties that could cause a material difference in such results include,
but are not limited to, (i) changes in matters which affect the global supply
and demand of fertilizer products, (ii) the volatility of the natural gas
market, (iii) a variety of conditions in the agricultural industry such as
grain prices, planted acreage, projected grain stocks, U.S. government
policies, weather, and changes in agricultural production methods,
(iv) possible unscheduled plant outages and other operating difficulties,
(v) price competition and capacity expansions and reductions from both
domestic and international competitors, (vi) foreign government agricultural
policies (in particular, the policies of the governments of India and China
regarding fertilizer imports), (vii) the relative unpredictability of
international and local economic conditions, (viii) the relative value of the
U.S. dollar, (ix) environmental regulations, and (x) other important factors
affecting the fertilizer industry and us as detailed under "Outlook and
Uncertainties" and elsewhere in our most recent Annual Report on Form 10-K
which is on file with the Securities and Exchange Commission.


Item 3.     Quantitative and Qualitative Disclosure about Market Risk.

     We are exposed to market risk, including changes in natural gas prices
and interest rates.  To manage our natural gas price risks, we enter into
derivative transactions.  We do not hold or issue derivative financial
instruments for trading purposes.  We maintain formal policies with respect to
entering into and monitoring derivative transactions.  Our derivative
transactions are intended to hedge our future natural gas costs.  The volume
of natural gas hedged varies from time to time based on management's judgment
of market conditions, particularly natural gas prices and product prices.
For more information about how we manage specific risk exposures, see
Note 12 - Hedging Activities, and Note 5 - Credit Agreements and Long-Term
Debt, in our Notes to Consolidated Financial Statements contained in our
Annual Report on Form 10-K for the fiscal year ended June 30, 2000.

     We use natural gas futures contracts to reduce the impact of changes in
natural gas prices.  In December 2000, as a result of the unprecedented high
prices for natural gas, we liquidated earlier than normal all of our natural
gas futures contracts.  As a result of the sale, we realized a pre-tax gain of
approximately $16 million that will be recognized in future periods, primarily
our third fiscal quarter, based on the months for which the contracts were
purchased and the amount of gas actually bought in those months.  As of
December 31, 2000, we did not have any open futures contracts.

     The estimated fair value for our Senior Notes was computed using current
market quotes for securities similar to our Senior Notes.  The estimated fair
value for our industrial revenue bonds was computed using the effective yield
on state and local bonds.  At December 31, 2000, we believe that the fair value
of our Senior Notes had decreased from June 30, 2000, due to market quotes for
similar securities.  At December 31, 2000, we believe the fair value of our
industrial revenue bonds had not significantly changed from June 30, 2000.



PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders

     Two matters were voted on by our shareholders at the annual meeting of
shareholders held on November 7, 2000.  Shareholders reelected Coley L. Bailey,
Woods E. Eastland, John Sharp Howie, and W. A. Percy II, to serve on our Board
of Directors until 2003.  The shareholders also elected Rueben V. Anderson to
serve on our Board of Directors until 2001.  Voting tabulations for elections
of the above directors were:

<TABLE>

            Name                 For                   Against         Withheld
            ----                 ---                   -------         --------
     <S>                     <C>                        <C>            <C>
     Rueben V. Anderson       20,180,395                 -0-            246,859
     Coley L. Bailey          20,182,762                 -0-            244,492
     Woods E. Eastland        20,181,360                 -0-            245,894
     John Sharp Howie         20,175,993                 -0-            251,261
     W. A. Percy II           20,181,508                 -0-            245,746

</TABLE>

     Shareholders also approved the Amended and Restated 1995 Stock Option Plan
for Non-Employee Directors.  Voting tabulations were:

                                  For                Against          Abstained
                                  ---                -------          ---------

                              19,688,486             604,339            133,426



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

                     10.1     Amended and Restated 1995 Stock Option Plan for
                              Non-Employee Directors

                       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: February 2, 2001              /s/ Timothy A. Dawson
      ----------------              --------------------------------
                                    Timothy A. Dawson
                                    Senior Vice President and
                                    Chief Financial Officer



Date: February 2, 2001              /s/ Rosalyn B. Glascoe
      ----------------              --------------------------------
                                    Rosalyn B. Glascoe
                                    Corporate Secretary