**EXHIBIT 31.2**

**CERTIFICATION OF CHIEF FINANCIALOFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

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

1.    Ihave reviewed this annual report on Form 10‐K/A of the Registrant for theperiod ended June 30, 2004;

2.   Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

3.   Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Registrant asof, and for, the periods presented in this annual report;

4.   TheRegistrant's other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures as defined in Exchange ActRules 13a‐15(e) and 15d‐15(e) for the Registrant and have:

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

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

c.   Disclosedin this report any change in the Registrant's internal control over financialreporting that occurred during the Registrant's fourth fiscal quarter that hasmaterially affected or is reasonably likely to materially affect theRegistrant's internal control over financial reporting; and

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

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

b.   Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Registrant's internal control over financial reporting.

October 6, 2004                                                                             /s/Timothy A. Dawson                                                                                                                                               Timothy A. Dawson                                                                                                      Senior Vice President andChief Financial Officer