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

                                   FORM 10-K
                                        
                 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
                          SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended June 30, 1997
                                      OR
[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ____________ to ____________

                        Commission File Number 0-20411

                       MISSISSIPPI CHEMICAL CORPORATION
================================================================================
            (Exact name of registrant as specified in its charter)


          MISSISSIPPI                                   64-0292638
-------------------------------            ------------------------------------
(State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)            
 
Highway 49 East, P.O. Box 388, Yazoo City, MS               39194
---------------------------------------------            ----------
  (Address of principal executive offices)               (Zip Code)
 
Registrant's telephone number, including area code:      (601) 746-4131


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


      Title of each class              Name of each exchange on which registered
      -------------------              -----------------------------------------
  Common Stock, par value $.01                 New York Stock Exchange
Preferred Stock Purchase Rights                New York Stock Exchange

       Securities registered pursuant to Section 12(g) of the Act:  None
================================================================================
Indicate by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes  [X]  No  [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

At August 31, 1997, Mississippi Chemical Corporation had 27,410,656 shares of
common stock, par value $0.01, outstanding.  The Company estimates that the
aggregate market value of the common stock on August 31, 1997 (based upon the
closing price of these shares on the New York Stock Exchange), held by
nonaffiliates was approximately $582,884,306.
================================================================================
                      DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for fiscal year ended June 30, 1997 (Items 5, 6, 7
and 8 in Part II, and Item 14 in Part IV).

Proxy Statement for Annual Meeting of Shareholders to be held on November 11,
1997 (Items 10, 11, 12 and 13 in Part III).

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                                    PART I

ITEM 1.   BUSINESS

    Mississippi Chemical Corporation (the "Company") was incorporated in
Mississippi on May 23, 1994, and is the successor by merger, effective July 1,
1994, to a business which was formed in 1948 as the first fertilizer cooperative
in the United States (the "Cooperative").  The address of the Company's
principal executive office is Owen Cooper Administration Building, Highway 49
East, Yazoo City, Mississippi 39194, and its telephone number is (601) 746-4131.
The Company maintains a site on the World Wide Web.  The address of the
Company's web site is www.misschem.com.  The term "Company" includes Mississippi
Chemical Corporation and its wholly owned subsidiaries, Mississippi Phosphates
Corporation, Triad Nitrogen, Inc., and Mississippi Potash, Inc.  References to
the Company's operations prior to July 1, 1994, refer to the Cooperative's
operations.

    The Cooperative was incorporated in Mississippi in September 1948 and
operated as a cooperative in accordance with the applicable provisions of the
Internal Revenue Code. The principal business of the Cooperative was to provide
fertilizer products to its shareholders pursuant to preferred patronage rights
that gave the shareholders the right to purchase fertilizer products and receive
a patronage refund on fertilizer purchases. On June 28, 1994, the shareholders
of the Cooperative approved a plan of reorganization (the "Reorganization"),
pursuant to which the Cooperative was merged into the Company. Pursuant to the
Reorganization, the capital stock of the Cooperative was converted into common
stock and/or cash. As a result of the Reorganization, the Company no longer
operates as a cooperative, but as a regular business corporation.

    In August 1996, the Company entered into an agreement to acquire the
fertilizer businesses of First Mississippi Corporation ("First Mississippi") in
an all-stock merger transaction. The transaction was completed on December 24,
1996. According to the terms of the merger, the Company issued approximately
6,902,000 shares of its common stock to former First Mississippi shareholders.
Additionally, at closing, First Mississippi's fertilizer businesses had
approximately $150 million in outstanding debt which was assumed by the Company.
The fertilizer operations primarily included AMPRO Fertilizer, Inc. ("AMPRO"),
and a 50 percent interest in Triad Chemical, both located on contiguous property
at Donaldsonville, Louisiana. The Company already held the remaining 50 percent
interest in Triad Chemical. Prior to this acquisition, the Company had the right
to withdraw, at cost, approximately one-half of the production of Triad Chemical
and was obligated to withdraw certain minimum quantities. Since closing of the
transaction, the Company has merged AMPRO into, and has contributed its 50
percent interest in Triad Chemical to, First Mississippi and has changed the
name of First Mississippi to Triad Nitrogen, Inc. ("Triad Nitrogen").

    In August 1996, the Company, through two subsidiaries of its wholly owned
subsidiary Mississippi Potash, Inc., acquired substantially all of the assets
(including the right to use the corporate names) of New Mexico Potash
Corporation and Eddy Potash, Inc., from Trans-Resources, Inc.  Since the
acquisition, New Mexico Potash Corporation has been merged into Mississippi
Potash, Inc.  Eddy Potash, Inc. ("Eddy Potash"), operates as a wholly owned
subsidiary of Mississippi Potash, Inc.  The original mine and refinery owned by
Mississippi Potash, Inc., is now known as the "West Facility," and the former
New Mexico Potash Corporation mine is known as the "East Facility."

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NITROGEN FERTILIZER

  PRODUCTS

    The Company produces nitrogen fertilizers at its production facilities in
Yazoo City, Mississippi, and Donaldsonville, Louisiana.  In fiscal 1997, the
Company sold approximately 2.0 million tons of nitrogen fertilizers to farmers,
fertilizer dealers, and distributors located primarily in the southern United
States.  Sales of nitrogen fertilizer products by the Company in fiscal 1997
were $308.4 million, which represented approximately 59 percent of net sales.

    The Company's principal nitrogen products include ammonia; fertilizer-grade
ammonium nitrate, which is sold under the Company's trade name Amtrate(R); 
UAN solutions, which are sold under the Company's trade name N-Sol; and urea.

    Although, to some extent, the various nitrogen fertilizers are
interchangeable, each has its own distinct characteristics that produce
agronomic preferences among end-users.  Farmers determine which type of nitrogen
fertilizer to apply based on the crop planted, soil and weather conditions,
regional farming practices, and relative nitrogen fertilizer prices.

    AMMONIA.  The basic nitrogen product is anhydrous ammonia, which is the
simplest form of nitrogen fertilizer.  Anhydrous ammonia, which is 82 percent
nitrogen, is the most concentrated form of nitrogen fertilizer available.  It is
synthesized as a gas under high temperature and pressure.  The raw materials
used to produce anhydrous ammonia are natural gas, atmospheric nitrogen, and
steam.

    In fiscal 1997, the Company produced approximately 1,151,000 tons of
anhydrous ammonia at its Yazoo City and Donaldsonville facilities and purchased
approximately 59,000 tons.  The Company sold approximately 379,000 tons of
anhydrous ammonia for direct-application fertilizer and industrial sales and
used the balance as a raw material to manufacture its other nitrogen fertilizer
products.  The Company's subsidiary Mississippi Phosphates Corporation also
purchased 116,000 tons of ammonia for use in its phosphate operations.  See
"Phosphate Fertilizer."

    In the Company's markets, ammonia is used primarily as a pre-emergent
fertilizer for most row crops and for industrial uses.  Although anhydrous
ammonia is the least expensive form of nitrogen, its use as a primary fertilizer
has remained constant in recent years.

    AMMONIUM NITRATE.  The Company is the largest manufacturer and marketer of
high-density ammonium nitrate fertilizer in the United States.  Ammonium
nitrate, which is 34 percent nitrogen, is produced by reacting anhydrous ammonia
and nitric acid.  Ammonium nitrate is less subject to volatilization
(evaporation) losses than other nitrogen fertilizer forms.  Due to its stable
nature, ammonium nitrate is the product of choice for such uses as pastures and
no-till row crops where fertilizer is spread upon the surface and is subject to
volatilization losses.  Although the consumption of ammonium nitrate in the
United States has been stable in recent years, the use of conservation tillage,
which reduces soil erosion, is increasing in the United States and should have a
positive impact on ammonium nitrate demand.

    In fiscal 1997, the Company sold approximately 725,000 tons of solid
ammonium nitrate fertilizer, substantially all of which was produced at the
Company's Yazoo City facility. The ammonium nitrate produced at the Company's
Yazoo City facility is sold under the registered trade name Amtrate(R). Due to

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its superior shipping and storage characteristics, Amtrate(R) has established
excellent brand name recognition and a reputation as a high-quality product.

    UAN SOLUTIONS.  In fiscal 1997, the Company sold approximately 457,000 tons
of UAN solutions, which it produced at its Yazoo City facility and sold under
the trade name N-Sol.  N-Sol is a 32 percent nitrogen product that is made by
mixing urea liquor and ammonium nitrate liquor.  N-Sol is used in direct
application to cotton, corn, grains, and pastures, as well as for use in liquid
fertilizer blends.  Over the past 20 years, there has been a substantial
increase in the use of UAN solutions as a part of the overall growth in the
consumption of nitrogen fertilizers.

    UREA.  In fiscal 1997, the Company sold approximately 297,000 tons of
prilled urea and approximately 127,000 tons of urea melt, which it produces at
its Donaldsonville facility. Under a long-term contract with Melamine Chemicals,
Inc. ("Melamine"), the Company is obligated to sell up to 150,000 tons per year
of urea melt at prevailing market prices to Melamine's facility located adjacent
to the Triad Nitrogen facility. Urea is synthesized by the reaction of ammonia
and carbon dioxide and then solidified in prill form. At 46 percent nitrogen by
weight, urea is the most concentrated form of dry nitrogen. Because urea
undergoes a complex series of changes within the soil before the nitrogen it
contains is ultimately converted into a form that can be used by plants, it is
considered a long-lasting form of nitrogen. As a fertilizer product, urea is
acceptable as both a direct-application material and as an ingredient in
fertilizer blends. Urea consumption has increased modestly in recent years. Most
of the Company's prilled urea is broadcast on rice and winter wheat crops in
Arkansas, Louisiana, Mississippi, Oklahoma, and Texas. Approximately 35 percent
of the Company's urea sales are to industrial users and manufacturers of animal
feeds.

  PRODUCTION AND PROPERTIES

    YAZOO CITY, MISSISSIPPI.  The Yazoo City facility is a closely integrated,
multiplant nitrogen fertilizer production complex located on approximately 1,180
acres.  The complex includes an anhydrous ammonia plant, four nitric acid
plants, an ammonium nitrate plant, two urea plants, and a UAN solutions plant.
In 1996, the Company announced an expansion project at its Yazoo City facility.
This project will include a 500-ton-per-day anhydrous ammonia plant and a 
650-ton-per-day nitric acid plant, as well as modifications to its ammonium
nitrate plant to increase production from approximately 750,000 tons per year to
approximately 950,000 tons per year. The project is estimated to cost
approximately $130 million and is scheduled for a phased completion, with the
nitric acid, anhydrous ammonia, and a portion of the ammonium nitrate capacity
being added in the first half of 1998. Total project completion is anticipated
in early 1999.

    The Yazoo City facility includes a 20.5 megawatt cogeneration facility that
produces significant savings by the sequential generation of electricity and
process steam.  The Yazoo City plant has direct access to water, rail, and truck
transportation and is strategically located for the purchase of competitively
priced natural gas.  See "Raw Materials--Natural Gas."

    DONALDSONVILLE, LOUISIANA.  The Triad Nitrogen facility is a closely
integrated, multiplant nitrogen fertilizer complex located on approximately 740
acres fronting the Mississippi River at Donaldsonville, Louisiana, which
produces anhydrous ammonia and urea.  The facility consists of two anhydrous
ammonia plants with a combined annual production of 1,080,000 tons, which
includes a capacity expansion of approximately 125,000 tons per year that was
completed during fiscal 1997.  In addition, the facility consists of a urea
plant with an annual production of approximately 560,000 tons.  In the
transaction with First Mississippi, the Company also acquired a 50 percent
interest in an ammonia

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storage terminal in Pasadena, Texas, and a 50 percent interest in a company that
owns and operates 11 ammonia barges. In March 1997, the Company purchased the
other 50 percent interest in the barge company for approximately $3.8 million.

    Triad Nitrogen has ready access to rail, truck, and pipeline transportation.
The plant also is equipped with a deep-water port facility on the Mississippi
River, allowing access to economical ship and barge transportation for its urea
and ammonia products.  The Triad Nitrogen facility is well-positioned for the
purchase of competitively priced natural gas.  See "Raw Materials--Natural Gas."

    TRINIDAD.  The Company has entered into a 50-50 joint venture with Farmland
Industries, Inc., known as Farmland MissChem Limited to construct and operate a
2,040-short-ton-per-day ammonia plant to be located near Point Lisas, 
The Republic of Trinidad and Tobago. The project is expected to cost
approximately $330 million. Construction of the facility is underway with
completion and start-up scheduled for late spring 1998. The Company has entered
into a contract to purchase one-half of the ammonia (approximately 350,000 short
tons per year) produced by the plant at a purchase price that approximates
market price, but is subject to an agreed-upon floor price. The Company intends
to use its portion of the production from the new facility as a raw material for
upgrading into finished fertilizer products at its existing facilities and for
sales into world markets.

  MARKETING AND DISTRIBUTION

    The Company sells its nitrogen fertilizer products to farmers, dealers, and
distributors, as well as industrial users, located primarily in the southern
farming regions of the United States where its facilities are located.  In the
fertilizer distribution chain, distributors operate as wholesalers supplying
dealers who, in turn, sell directly to farmers.  Larger customers (distributors
and large multilocation dealers) arrange for distribution, storage, and
financing of nitrogen fertilizer.  The majority of the Company's sales are made
to distributors and large dealers.  The ten states that make up the Company's
primary trade area are Mississippi, Texas, Alabama, Louisiana, Tennessee,
Georgia, Kentucky, Arkansas, Oklahoma, and Florida.  However, dealers and
distributors located in this region re-market a substantial quantity of these
nitrogen products to end-users outside of the southern United States.

    The Company maintains an experienced field sales force strategically located
throughout the southern United States.  This sales force maintains close
communications with the customer base and plays an important role in the
marketing and distribution of the Company's products.  Through regular, personal
contact with its customers, the Company is able to ascertain local demand for
fertilizer products and arrange to have those products available from the most
cost-effective source.  The Company's sales force is also able to identify
specific customer service needs that the Company can meet.  Customer service
helps differentiate the Company's products and enhance its position as a
preferred supplier.

    The Company transports its nitrogen products by barge, rail, pipeline, and
truck.  The Company's distribution network is complemented by owned or leased
warehouses and terminals strategically placed in high-consumption areas.

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PHOSPHATE FERTILIZER

  PRODUCTS

    The Company produces diammonium phosphate fertilizer ("DAP") at its facility
in Pascagoula, Mississippi.  In fiscal 1997, the Company sold approximately
723,000 tons of DAP, primarily into international markets.  Sales of DAP by the
Company in fiscal 1997 were $128 million, which represented approximately 
25 percent of net sales.

    DAP is the most common form of phosphate fertilizer.  DAP is produced by
reacting phosphate rock with sulfuric acid to produce phosphoric acid, which is
then combined with ammonia.  DAP contains 18 percent nitrogen and 46 percent
phosphate (P205) by weight.  DAP is an important fertilizer product for both
direct application and for use in blended fertilizers applied to all major types
of row crops.

  PRODUCTION AND PROPERTIES

    The Company's phosphate production complex in Pascagoula, Mississippi, is
located on approximately 1,500 acres.  The Pascagoula facility is a closely
integrated, multiplant phosphatic fertilizer complex where the primary
facilities are a phosphoric acid plant, two sulfuric acid plants, and a DAP
granulation plant.  The plant has storage facilities for finished product
(40,000 tons), as well as for the primary raw materials, phosphate rock (100,000
tons), sulfur (10,000 tons), and ammonia (25,000 tons).  All of the phosphate
rock used by the Company is purchased pursuant to a single supply contract with
Office Cherifien des Phosphates ("OCP"), the national phosphate company of
Morocco.  See "Raw Materials--Phosphate Rock."

    The plant site fronts a deep-water channel that provides direct access to
the Gulf of Mexico. The complex contains docks and off-loading facilities for
receiving shipload quantities of phosphate rock, sulfur, and ammonia and for 
out-loading DAP. The plant's location on deep water provides the Company with an
outbound freight cost advantage over central Florida DAP producers with respect
to international shipments and domestic shipments along the Mississippi River
system.

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

  MARKETING AND DISTRIBUTION

    In fiscal 1997, the Company sold substantially all of its DAP to Atlantic
Fertilizer & Chemical Corporation ("Atlantic").  Atlantic maintains a network of
sales agents in the major phosphate fertilizer-consuming nations around the
world.  Sales to Atlantic are made on an FOB Pascagoula basis at a price that
reflects the price that Atlantic charges its customers, adjusted to reflect
Atlantic's discount.  Sales to Atlantic for the export market are backed by
standby letters of credit.

    In July 1997, the Company announced that it is ending its exclusive DAP
marketing agreement with Atlantic.  The Company has agreed to become a member of
the Phosphate Chemicals Export 

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Association, Inc., a Webb-Pomerene corporation known as PhosChem, effective
October 1, 1997. All of the Company's export sales of DAP will be made through
PhosChem. Also effective October 1, 1997, all domestic sales of DAP will be made
through the Company's sales staff.

    In fiscal 1997, over 80 percent of the Company's DAP was sold into
international markets.  The largest export markets in fiscal 1997 were China,
India and countries in Central and South America.  Most domestic sales are made
in barge-lot quantities to major fertilizer distributors and dealers located on
the Mississippi River system.  The vast majority of the Company's DAP is
transported by ship and barge, although truck and rail access is also available.

POTASH FERTILIZER

  PRODUCTS

    The Company produces potash at three mines and related facilities near
Carlsbad, New Mexico.  In fiscal 1997, the Company sold approximately 1,020,000
tons of potash, primarily in granular form.  These sales were primarily to
customers located west of the Mississippi River.  Sales of potash fertilizer by
the Company in fiscal 1997 were $82 million, which represented approximately 
16 percent of net sales.

    The Company's potash is mined from subterranean salt deposits containing a
mixture of potassium chloride and sodium chloride.  The Carlsbad, New Mexico,
potash deposits are located from 800 to 1,200 feet below the surface.  Potash is
produced in a refining process by which the potassium chloride is separated from
the sodium chloride.

    The three principal grades of potash fertilizer are granular, coarse, and
standard, with granular being the largest particle size.  Granular potash is
used as a direct-application fertilizer and, among the various grades, is
particularly well suited for use in fertilizer blends.  Potash is an important
fertilizer product for both direct application and for use in blended fertilizer
applied to all major types of row crops.  In addition, the Company produces
several grades of potash that are purchased by industrial users.

  PRODUCTION AND PROPERTIES

    Prior to the August 1996 acquisition, the Company operated only the West
Facility, consisting of a potash mine and refinery located approximately 
25 miles east of Carlsbad, New Mexico. This mine supplies ore to an above-ground
refinery that separates the potassium chloride from the ore. The run-of-mine
refined product is then transported to the Company's nearby compaction plant for
conversion to granular form. Located contiguous to the compaction facility are
storage and shipping facilities from which the finished product is transported
by rail and truck into domestic and export markets.

    The West Facility is currently producing approximately 420,000 short tons
per year of red potash, primarily in granular form. The Company's potash
reserves are controlled under long-term federal and state potassium leases on
approximately 60,000 acres. In addition, the Company holds mineral title to
approximately 4,400 acres and fee title to approximately 10,000 acres. Revised
estimates of potash ore reserves underlying the Carlsbad properties were
compiled in 1981 and 1983. According to these estimates, the Company's reserves
were estimated to contain 346.2 million tons of in situ ore with an average
grade of 15.25 percent K20 or 297.9 million tons of recoverable ore with an
average grade of 14.88 percent K20. Since these estimates were made, ore
extracted would indicate remaining reserves of 330 million tons of in situ ore
with an average grade of 15.26 percent K2O or 281 million tons of

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recoverable ore with an average grade of 14.88 percent K2O. This reserve base is
estimated to be equivalent to 55 million tons of muriate of potash.

    The East Facility and Eddy Potash, located near Carlsbad, New Mexico, have a
combined annual production capacity of approximately 850,000 tons.  The East
Facility produces white potash for use by both agriculture and industry in
standard, coarse, and granular forms.  The Eddy Potash mine produces red potash
for agriculture in standard form and white soluble grade for industrial users.

    On September 24, 1997, the Company announced that Eddy Potash intends to
suspend operations on December 3, 1997.  The higher-grade ore zone that Eddy
Potash has been mining is nearly depleted and other ore zones are not presently
economical.  The Eddy Potash facilities will be maintained while the Company
proceeds with ongoing evaluations of alternate mining methods for the Eddy
Potash reserves.

    At current production rates, the Company's combined reserves at the East and
West Facilities have a remaining life of several decades.

  MARKETING AND DISTRIBUTION

    The majority of the Company's agricultural potash sales are in domestic
markets in the states west of the Mississippi River where it and other Carlsbad
potash producers enjoy freight cost advantages over Canadian and overseas potash
producers.  Consistent with the Company's strategy to maximize "net backs"
(sales less distribution and delivery expense) and increase profit margins,
domestic sales are targeted for locations along the freight route of the
Burlington Northern Santa Fe Railroad.  Domestic potash marketing is performed
by a separate sales group solely responsible for marketing potash products.  The
Company's export sales are made through Potash Corporation of Saskatchewan Sales
Limited.  While the typical primary export market for the Company's potash is
Latin America, the majority of fiscal 1997 export sales were to Mexico, Brazil,
and Japan.  Potash for export is transported by rail to terminal facilities in
Houston, Texas, where it is loaded onto ocean-going vessels for shipment to
export markets.

RAW MATERIALS

  NATURAL GAS

    Natural gas is the primary raw material used by the Company in the
manufacture of nitrogen fertilizer products.  Natural gas is used both as a
chemical feedstock and as a fuel to produce anhydrous ammonia that is then
upgraded into other nitrogen fertilizer products.  During fiscal 1997, the cost
of natural gas represented approximately 79 percent of the Company's cost of
producing ammonia.  Because there are no commercially feasible alternatives for
natural gas in the production of ammonia, the economic success of the Company's
nitrogen business depends upon the availability of competitively priced natural
gas.

    In today's natural gas market, the Company's total natural gas cost
generally consists of two components--the market price of the natural gas in the
producing area at the point of delivery into a pipeline and the fee charged by
the pipeline for transporting the natural gas to the Company's plants. The cost
of the transportation component can vary substantially depending on whether or
not the pipeline has to compete for the business. Therefore, it is extremely
important to the Company's competitiveness that it have access to multiple
natural gas sources and transportation services. In addition to the impact on
transmission costs, access alternatives enable the Company to benefit from
natural gas price

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differences that may exist from time to time in the various natural gas-
producing areas. In recent years, the Company has improved the natural gas-
purchasing logistics of its nitrogen facilities.

    The majority of the 54,000 Mcf per day natural gas requirements of the 
Yazoo City facility is currently being furnished by Sonat Marketing Company
("Sonat"), an affiliate of Southern Natural Gas Company ("Southern"). Sonat
deliveries are secured via a long-term natural gas purchase agreement that
commenced on January 1, 1996. The Sonat agreement provides for market-sensitive
pricing and a firm-delivery supply commitment. Another major supplier for the
Yazoo City facility is Pursue Energy Corporation ("Pursue") from its natural gas
reserves located in Rankin County, Mississippi. It is anticipated that the
Pursue purchase arrangement will continue for the foreseeable future. The Yazoo
City facility is directly connected to the interstate pipeline system operated
by Southern. In addition, the Company's 60-mile, 12-inch-diameter natural gas
pipeline provides the plant with direct access to the Pursue reserves, an
additional interstate pipeline, and a large intrastate gathering and
transmission system in southern Mississippi. Currently, plans are being
implemented to establish an additional pipeline interconnect with another major
interstate pipeline to provide further gas supply flexibility to the Yazoo City
facility. As a result of this multiple-source access, the Company benefits from
competition for the transportation and supply of natural gas.

    Natural gas requirements for the Triad Nitrogen facility are approximately
105,000 Mcf per day. The Triad Nitrogen facility is located in one of the
primary gas-producing regions of the United States. The facility is currently
connected to five intrastate pipeline systems and benefits from intense
competition among the many suppliers that have transport capabilities on the
intrastate lines. Current natural gas requirements are being supplied by all
five intrastate lines under various pricing arrangements. The remaining
requirements continue to be supplied via spot market 30-day or 90-day fixed-
price contracts. As a result of Triad Nitrogen's favorable access to natural gas
supplies, the Company believes that the loss of any particular supplier would
not have a material impact on plant operations. There have been no significant
supply interruptions at the Triad Nitrogen facility .

    Relative to fiscal 1996 levels, the Company's delivered cost of natural gas
increased approximately 11 percent.  The inability of gas suppliers to replenish
depleted natural gas storage inventories after the harsh winter of 1995-1996 is
responsible for much of this increase.  Although long-term natural gas supplies
appear adequate to meet projected demand, gas prices can be influenced
significantly by short-term fundamentals such as weather, storage levels, gas
transportation interruptions, and competing fuel prices.  The Company uses
natural gas futures contracts to hedge against the risk of short-term market
fluctuations in the cost of natural gas.

  PHOSPHATE ROCK

    Phosphate rock is one of the primary raw materials used in the manufacture
of DAP. The Pascagoula facility's requirements for phosphate rock are
approximately 1.2 million tons per year. On September 15, 1991, the Company
entered into a ten-year contract with OCP to supply all of the phosphate rock
requirements of the Pascagoula facility, including the additional phosphate rock
attributable to the announced capacity expansion. This contract has been amended
and its term extended to June 30, 2016. OCP, the national phosphate company of
Morocco, is the world's largest producer and exporter of phosphate rock and
upgraded phosphates as a company. The contract price for phosphate rock is based
on phosphate rock costs incurred by certain domestic competitors of the Company
and on

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the operating performance of the Company's phosphate operations. Under this
formula, the Company realizes favorable phosphate rock prices and is afforded
significant protection during periods when market conditions are depressed and
its DAP operations are not profitable. As a result, the Company has been able to
sustain its operations since resuming production at the Pascagoula facility in
December 1991, despite a sustained period of low prices for phosphate products
during fiscal 1993 and 1992. Conversely, in favorable markets, when the
Company's DAP operations are profitable, the contract price of phosphate rock
will escalate based on the profitability of its DAP operations. Pursuant to this
contract, the Company and OCP are required to negotiate further adjustments as
needed to maintain the viability and economic competitiveness of the Pascagoula
plant. The strategic alliance with OCP has functioned effectively since
inception, and the Company considers its relations with OCP to be good.

  SULFUR

    Sulfur is used in the manufacture of sulfuric acid at the Pascagoula plant.
Sulfur is in adequate supply and is available on the open market in quantities
sufficient to satisfy the Company's current requirements of 290,000 tons per
year.  The location of the Company's plant at Pascagoula, Mississippi, near
major oil and gas fields that supply substantial amounts of sulfur, provides the
Company with a strategic advantage in the purchase of sulfur over its Florida
competitors.

  AMMONIA

    Demand for ammonia during fiscal 1997 was very heavy, and U.S. inventories
declined from the prior year.  However, prices are expected to come under some
pressure later in the year as new production starts up at the various locations
around the world.  Prices are still at relatively high levels and demand is
expected to remain strong.

COMPETITION

    Since fertilizers are global commodities that are available from multiple
sources, the primary competitive factor is delivered price.  Other competitive
factors include product quality, customer service, and availability of product.
In each product category, the Company competes with a broad range of domestic
producers, including farmer cooperatives, subsidiaries of larger companies,
integrated energy companies, and independent fertilizer companies.  Many of the
Company's domestic competitors have larger financial resources and sales than
the Company.  The Company also competes with foreign producers.  Foreign
competitors are often owned or subsidized by their governments and, as a result,
may have cost advantages over domestic companies.  Additionally, foreign
competitors are frequently motivated by nonmarket factors such as the need for
hard currency.

    The Company produces and sells nitrogen fertilizer products primarily in the
southern United States.  However, dealers and distributors located in this
region re-market a substantial quantity of these nitrogen products to end-users
outside of the southern United States.  Because competition is based largely on
the delivered price, maintaining low production costs is critical to
competitiveness.  The Company believes it is a low-cost producer of nitrogen
fertilizers in the United States.  Natural gas comprises the vast majority of
the raw materials cost of nitrogen fertilizers.  Competitive natural gas
purchasing is essential to maintaining the Company's low-cost position.  Equally
important is efficient use of this gas because of the energy-intensive nature of
the nitrogen fertilizer business.  Therefore, cost-competitive production
facilities that allow flexible upgrading of ammonia to other finished products
are critical to a low-cost competitive position.  In the highly fragmented
nitrogen fertilizer market, product quality and customer service also can be
sources of product differentiation.

                                       10
<PAGE>
 
    The Company sells over two-thirds of its DAP in international markets.  The
U.S. phosphate industry has become more concentrated as a result of recent
consolidations and joint ventures, and the Company is significantly smaller than
most of its competitors in terms of resources and sales.  Most of the Company's
principal competitors have captive sources of some or all of the raw materials,
and this may provide them with cost advantages.  The Company's long-term
phosphate rock contract with its flexible pricing mechanism is a key element to
the Company's ability to compete.

    Most potash consumed in the United States is provided by large Canadian
producers who have economies of scale and lower variable costs than their U.S.
counterparts. Over 80 percent of U.S. potash production capacity is located in
the Carlsbad, New Mexico, area. While the Carlsbad producers have higher mining
costs than the Canadian producers, this disadvantage may be offset by logistical
and freight advantages in certain markets in the southwestern United States and
the lower United States corn belt.

RESEARCH AND DEVELOPMENT

    The Company has a research and development staff of 12 full-time
professional employees whose activities relate primarily to the improvement of
existing products. The expenditures on research activities sponsored by the
Company during fiscal 1997, 1996, and 1995 were approximately $1.3 million, 
$1.2 million, and $1.3 million, respectively.

EMPLOYEES

    As of June 30, 1997, the Company employed approximately 1,700 persons
throughout all of its locations.  The Company considers its employee relations
to be satisfactory.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

    The Company's operations are subject to federal, state, and local laws and
regulations pertaining to the environment, among which are the Clean Air Act,
the Clean Water Act, the Resource Conservation and Recovery Act, the
Comprehensive Emergency Response Compensation and Liability Act, the Toxic
Substances Control Act, and various state statutes.  The Company's facilities
require operating permits that are subject to review by governmental agencies.
The Company believes that its policies and procedures now in effect are
generally in compliance with applicable laws and with the permits relating to
the facilities.

    Since 1967, the Company has spent in excess of $50 million on its fertilizer
production facilities in order to meet applicable federal and state pollution
standards.  The majority of the Company's environmental capital expenditures
have been in response to the requirements of the Clean Air Act and the Clean
Water Act. Capital expenditures related to environmental obligations for the
past three fiscal years were approximately as follows:  1997--$8,400,000; 
1996--$920,000; and 1995--$7,750,000.

    Environmental capital expenditures are expected to be approximately 
$13.2 million for fiscal 1998. These funds relate in large part to the
development of a new gypsum disposal facility at Pascagoula. The estimated cost
of this facility is $17.0 million, which amount will be expended until
completion in early 1998. The Company has recently secured the necessary permits
for its development.

    The Company is currently accruing costs for the future closure of the
current gypsum disposal facility located at Pascagoula, Mississippi. These costs
are reflected in "Cost of Products Sold" during the appropriate periods. The
balance of the accrual at June 30, 1997, of $8.1 million relates to the

                                       11
<PAGE>
 
portion of the disposal facility utilized to date. In future years, the Company
expects to record additional charges of approximately $1.9 million related to
the future closure of the facility. These charges will be recorded over the
estimated two-year remaining life of the facility.

    In the normal course of its business, the Company is exposed to risks
relating to possible releases of hazardous substances into the environment. Such
releases could cause substantial damage or injuries. Environmental expenditures
have been and will continue to be significant. It is impossible to predict or
quantify the impact of future environmental laws and regulations.

OUTLOOK AND UNCERTAINTIES

    Certain information in this report may contain "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended.  In some cases, forward-looking statements can be identified by the use
of terminology such as "may," "will," "expects," "plans," "anticipates,"
"estimates," "potential," or "continue," the negatives thereof or other
comparable terminology.  Such statements are subject to inherent risks and
uncertainties, including the following risk factors:

    Factors Affecting Fertilizer Demand and Prices.  With virtually all of its
nitrogen fertilizer net sales and approximately 94 percent of its total net
sales in fiscal 1997 derived from domestic markets, the Company's operating
results are highly dependent upon conditions in the U.S. agricultural industry.
A variety of factors beyond the Company's control can materially affect domestic
fertilizer demand and pricing.  These factors include, but are not limited to,
U.S. planted acreage, government agricultural policies, projected grain stocks,
crop failure, weather and changes in agricultural production methods.  Since
fertilizers, particularly anhydrous ammonia, are also used for industrial
applications, industrial markets and the general economy can also affect
fertilizer demand and prices.

    International market conditions also significantly influence the Company's
operating results.  The market for fertilizers is influenced by such factors as
the relative value of the U.S. dollar and its impact upon the cost of importing
fertilizers; foreign agricultural policies; the existence of, or changes in,
import or foreign currency exchange barriers in certain foreign markets; changes
in the hard currency demands of certain countries; and other regulatory policies
of foreign governments, as well as the laws and policies of the United States
affecting foreign trade and investment.  The Company is also subject to general
risks of doing business abroad, including risks associated with economic or
political instability and potential import restrictions or quotas.

    In the past, fertilizer prices have been extremely volatile, with
significant price changes from one growing season to the next. Fertilizers are
global commodities and can be subject to intense price competition from domestic
and foreign sources. No assurance can be given that average realized prices paid
for the Company's fertilizer products will continue at current levels.

    Seasonality.  The usage of fertilizer is highly seasonal, and the Company's
quarterly results reflect the fact that, in its markets, significantly more
fertilizer is purchased in the spring.  Significant portions of the Company's
net sales and operating income are generated in the last four months of its
fiscal years (March through June).  Quarterly results can vary significantly
from one year to the next due primarily to weather-related shifts in planting
schedules and purchase patterns.  The Company incurs substantial expenditures
for fixed costs throughout the year and substantial expenditures for inventory
in advance of the spring planting season.

                                       12
<PAGE>
 
    Dependence on Natural Gas.  Natural gas is the primary raw material used in
the manufacture of nitrogen fertilizer products.  Natural gas is used as both a
chemical feedstock and a fuel to produce anhydrous ammonia, which is then used
in the production of all other nitrogen fertilizers.  Anhydrous ammonia is also
a raw material in the production of DAP.  Accordingly, the Company's
profitability is dependent upon the price and availability of natural gas.  A
significant increase in the price of natural gas that is not recovered through
an increase in the price of the Company's fertilizer products, or an extended
interruption in the supply of natural gas to its production facilities, could
have a material adverse effect on its results of operations and financial
condition.

    Environmental Regulations.  The Company is subject to various environmental
laws and regulations of federal, state and local governments.  Significant
capital expenditures and operating costs have been incurred and will continue to
be incurred as a result of these laws and regulations.  The Company cannot
predict or quantify the impact of new or changed laws or regulations.  In the
normal course of business, the Company is exposed to risks such as possible
release of hazardous substances into the environment.  Such releases could cause
substantial damage or injuries and result in material costs to the Company.

    Competition.  Fertilizer products are global commodities and customers base
their purchasing decisions principally on the delivered price of the product.
As a result, markets for the Company's products are highly competitive.  A
number of U.S. producers compete with the Company in domestic and export
markets, and producers in other countries, including state-owned and government-
subsidized entities, compete with the Company in the Untied States and in
foreign markets to which the Company exports.  Many of the Company's competitors
are significantly larger and have greater financial resources that the Company.

ITEM 2.   PROPERTIES

    The Company owns an administration building in Yazoo City that contains
approximately 65,000 square feet of office space.

    The Company's plants are complete with necessary support facilities, such as
roads, railroad tracks, storage, offices, laboratories, warehouses, machine
shops, and loading facilities.  Adequate supplies of water and electric power
are available at all locations.  In addition to the fertilizer storage
facilities at Yazoo City and Pascagoula, Mississippi; Carlsbad, New Mexico; and
Donaldsonville, Louisiana, the Company also owns or leases 25 major fertilizer
storage and distribution facilities at other locations in Alabama, Arkansas,
California, Florida, Georgia, Louisiana, Mississippi, Missouri, Tennessee, and
Texas, with a total system-wide storage capacity of approximately 264,000 tons.

    During 1990, the Company entered into an agreement granting a third party
the exclusive option, for a period of four years, to purchase the Company's
undeveloped phosphate rock property, consisting of approximately 12,000 acres,
in Hardee County, Florida. As of July 12, 1994, the Company and the option
holder entered into new agreements with respect to this property whereby the
Company conveyed a portion of the property to the third party and granted to the
third party the exclusive option to purchase the remaining portion of the
property. In addition, the Company was granted a put option whereby the Company
has the right and option to sell the remaining portion of the property to the
third party if the third party does not exercise its option to purchase the
remaining property; and was granted an exclusive option to repurchase the
previously conveyed portion in the event the third party does not exercise its
option and the Company does not exercise its put option. The third party's
option will expire on January 16, 1998. The Company's put option will expire six
months after the third party's option expires, and its repurchase option will
expire one year after the Company's put option expires.

                                       13
<PAGE>
 
ITEM 3.   LEGAL PROCEEDINGS

    Cleve Reber CERCLA Site. Triad Chemical has received and responded to
letters issued by the U.S. Environmental Protection Agency ("EPA") under 
Section 104 of the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") relative to the possible disposition of Triad waste at
the disposal site identified as the Cleve Reber site in Ascension Parish,
Louisiana. It is Triad's position that, based upon available information and
records, Triad did not utilize the Cleve Reber site for the disposition of
hazardous material, and it does not appear that Triad has any responsibility for
investigation and cleanup on this site. The EPA is contemplating an action under
the Resource Conservation and Recovery Act, Section 7003, as well as the CERCLA
action mentioned above. The EPA has issued Section 106 orders against the major
contributors at the site for cleanup. They are now engaged in negotiations for
cleanup. In 1994, Triad received a supplemental 104(e) request for information
from the EPA, indicating the EPA's renewed interest in pursuing Potential
Responsible Persons at the site. Triad filed a Freedom of Information Act
request to investigate allegations that some plant trash from Triad may have
been disposed of at the Cleve Reber site. In the opinion of management, the
likelihood of the CERCLA investigation resulting in a loss in a material amount
is remote.

    Bayou Sorrel.  In early 1996, a class action suit was brought in the U.S.
District Court for the Middle District of Louisiana against Triad Chemical and
other companies alleged to have resulted from the presence of contaminants at
the Bayou Sorrel CERCLA site in Iberville Parish, Louisiana.  Triad has not been
served with process in this case.  Triad is monitoring the case while awaiting
service of process.  In the opinion of management, based upon available
information, the likelihood that these proceedings will result in a loss in a
material amount is remote.

    Terra International, Inc. On August 31, 1995, the Company filed suit in
federal court in Mississippi against Terra International, Inc. ("Terra"),
seeking a declaratory judgment and other relief, establishing that certain
technology relating to the design of an ammonium nitrate neutralizer which the
Company licensed to Terra is not defective and was not the cause of an explosion
which occurred in 1994 at Terra's Port Neal, Iowa, fertilizer facility. The
Company is also seeking damages for defamation based on Terra's public statement
related to the Company's alleged role in the explosion. Also, on August 31,
1995, Terra filed suit in federal court in Iowa against the Company seeking
damages caused by the explosion. Terra alleges that the ammonium nitrate
neutralizer technology licensed to Terra was defectively designed by the Company
and that the design defect caused the Port Neal explosion. Both the Mississippi
and Iowa federal district courts and the U.S. Eighth Circuit Court of Appeals
have determined that the Mississippi federal district court is the proper venue
to resolve all issues between the parties relating to the Port Neal explosion.
It is expected that extensive discovery will be conducted by both parties to
these proceedings.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.

                                       14
<PAGE>
 
                                    PART II
                                        
ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    The information required by this item is set forth in the Company's 1997
Annual Report to Shareholders under the caption "Quarterly Results," contained
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations," which information is incorporated herein by reference.

ITEM 6.   SELECTED FINANCIAL DATA

    The information required by this item is set forth in the Company's 1997
Annual Report to Shareholders under the caption "Financial Highlights," which
information is incorporated herein by reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

    The information required by this item is set forth in the Company's 1997
Annual Report to Shareholders under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," which information is
incorporated herein by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The consolidated financial statements, together with the report thereon of
Arthur Andersen LLP dated July 25, 1997, appearing in the Company's 1997 Annual
Report to Shareholders, are incorporated herein by reference.

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

    None.

                                       15
<PAGE>
 
                                   PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    (a)  The information required by this item regarding directors is set forth
in the Company's Proxy Statement for the 1997 Annual Meeting of Shareholders
under the captions "Nominees for Election to Serve Until 2000," "Directors
Continuing to Serve Until 1999," and "Directors Continuing to Serve Until 1998,"
which information is incorporated herein by reference.

    (b)  Executive officers are elected for a one-year term by the Board of
Directors.  The Company's executive officers are as follows:


                                   OFFICE AND EMPLOYMENT DURING THE
NAME OF OFFICER       Age               LAST FIVE FISCAL YEARS
---------------       ---  -----------------------------------------------------
 
Charles O. Dunn        49  President and Chief Executive Officer since 
                           April 1, 1993; Executive Vice President (1988-1993)

David W. Arnold        60  Senior Vice President-Technical Group since
                           July 1, 1991

C. E. McCraw           49  Senior Vice President-Operations since July 12, 1994;
                           Senior Vice President-Fertilizer Group (1991-1994)

Robert E. Jones        49  Senior Vice President-Corporate Development  
                           effective October 1, 1997; Senior Vice President and
                           General Counsel (1996-1997); Vice President and
                           General Counsel (1989-1996)

John J. Duffy          63  Vice President-Marketing and Distribution since 
                           November 1, 1996; Vice President-Marketing  
                           (1995-1996); Vice President-Sales and Marketing 
                           (1994-1995); Director of Sales and Marketing 
                           (1991-1994)

Timothy A. Dawson      43  Vice President-Finance and Chief Financial Officer
                           since January 18, 1996; Director of Finance
                           (1987-1996); Assistant to Senior Vice  
                           President-Finance (1984-1987)
 
Ethel Truly            47  Vice President-Administration since
                           January 18, 1996; Director of Administrative 
                           Services (1995-1996); Assistant General Counsel
                           (1985-1995)
 
Larry Holley           49  Vice President-Nitrogen Production since 
                           July 17, 1997; Director of Nitrogen Production
                           (1997); Director of Energy (1991-1997); Manager
                           of Energy (1987-1991)
 
William L. Smith       47  General Counsel effective October 1, 1997; partner 
                           in the law firm of Brunini, Grantham, Grower &
                           Hewes, PLLC (1982-1997)
 
Rosalyn B. Glascoe     53  Corporate Secretary since June 24, 1986

    (c)  The information called for with respect to the identification of
certain significant employees is not applicable to the Registrant.

                                       16
<PAGE>
 
    (d)  There are no family relationships between the directors and executive
officers listed above.  There are no arrangements or understandings between any
named officer and any other person pursuant to which such person was selected as
an officer.

    The information required by this item regarding compliance with Section
16(a) of the Exchange Act is set forth in the Company's Proxy Statement for the
1997 Annual Meeting of Shareholders under the caption "Compliance with Section
16(a) of the Exchange Act," which information is incorporated herein by
reference.

ITEM 11.   EXECUTIVE COMPENSATION

    The information required by this item is set forth in the Company's Proxy
Statement for the 1997 Annual Meeting of Shareholders under the captions
"Compensation of Named Executive Officers," "Annual Bonuses," "Stock Incentive
Plan," and "Retirement Program," which information is incorporated herein by
reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by this item is set forth in the Company's Proxy
Statement for the 1997 Annual Meeting of Shareholders under the captions
"Security Ownership of Certain Beneficial Owners" and "Management Ownership of
the Company's Stock," which information is incorporated herein by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required by this item is set forth in the Company's Proxy
Statement for the 1997 Annual Meeting of Shareholders under the caption
"Compensation Committee Interlocks and Insider Participation," which information
is incorporated herein by reference.

                                       17
<PAGE>
 
                                    PART IV
                                        
ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

  (A)  FINANCIAL STATEMENTS AND SCHEDULES

    The consolidated financial statements, together with the report thereon of
Arthur Andersen LLP dated July 25, 1997, appearing in the 1997 Annual Report to
Shareholders, are incorporated by reference in this Form 10-K.  With the
exception of the aforementioned information and information incorporated by
reference in Items 5, 6, 7, and 8, the 1997 Annual Report to Shareholders is not
to be deemed filed as part of this Form 10-K.  The following financial statement
schedule also should be read in conjunction with the financial statements in
such 1997 Annual Report to Shareholders.  Financial statement schedules not
included in this Form 10-K have been omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
Separate financial statements of 50 percent or less owned persons accounted for
by the equity method that are not shown herein have been omitted because, if
considered in the aggregate, they would not constitute a significant subsidiary.

       (i)   Financial Statements:

             Report of Independent Public Accountants

             Consolidated Balance Sheets, June 30, 1997 and 1996

             Consolidated Statements of Income, Years Ended June 30, 1997,
             1996 and 1995

             Consolidated Statements of Shareholders' Equity, Years Ended
             June 30, 1997, 1996 and 1995

             Consolidated Statements of Cash Flows, Years Ended June 30, 1997,
             1996 and 1995

             Notes to Consolidated Financial Statements

  (B)  EXHIBITS:

       Exhibits filed as part of this report are listed below.  Certain
       exhibits have been filed previously with the Commission and are
       incorporated herein by reference.

                                       18
<PAGE>
 
SEC EXHIBIT
REFERENCE NO.                            DESCRIPTION
-------------                            -----------

     2.1       Asset Purchase Agreement, dated as of May 21, 1996, by and among
               the Company, Mississippi Acquisition I, Inc., Mississippi
               Acquisition II, Inc., Eddy Potash, Inc., and New Mexico Potash
               Corporation; filed as Exhibit 2.1 to the Company's Current Report
               on Form 8-K filed September 3, 1996, SEC File No. 0-20411, and
               incorporated herein by reference.

     2.2       Agreement and Plan of Merger and Reorganization, dated as of
               August 27, 1996, by and among the Company, MISS SUB, INC., and
               First Mississippi Corporation; filed as Exhibit 2.2 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1996, SEC File No. 0-20411, and incorporated herein by
               reference.

     3.1       Articles of Incorporation of the Company; filed as Exhibit 3.1 to
               the Company's Amendment No. 1 to Form S-1 Registration Statement
               filed August 2, 1994, SEC File No. 33-53119, and incorporated
               herein by reference.

     3.2       Bylaws of the Company, as amended to date.

     4.1       Mississippi Phosphates Corporation 401(k) Retirement Plan; filed
               as Exhibit 4.3(a) to the Company's Post-Effective Amendment No. 1
               to Form S-8 Registration Statement filed June 6, 1995, SEC File
               No. 33-59577, and incorporated herein by reference.

     4.2       Mississippi Chemical Corporation Thrift Plan Plus; filed as
               Exhibit 4.3(b) to the Company's Post-Effective Amendment No. 1 to
               Form S-8 Registration Statement filed June 6, 1995, SEC File 
               No. 33-59577, and incorporated herein by reference.

     4.3       Mississippi Chemical Corporation 1994 Stock Incentive Plan; filed
               as Exhibit 4.2 to the Company's Form S-8 Registration Statement
               filed December 21, 1995, SEC File No. 33-65209, and incorporated
               herein by reference.

     4.4       Mississippi Chemical Corporation 1995 Stock Option Plan for
               Nonemployee Directors; filed as Exhibit 4.3 to the Company's Form
               S-8 Registration Statement filed December 21, 1995, SEC File 
               No. 33-65209, and incorporated herein by reference.

     4.5       Mississippi Chemical Corporation 1995 Restricted Stock Purchase
               Plan for Nonemployee Directors; filed as Exhibit 4.4 to the
               Company's Form S-8 Registration Statement filed December 21,
               1995, SEC File No. 33-65209, and incorporated herein by
               reference.

     4.6       Shareholder Rights Plan; filed as Exhibit 1 to the Company's 
               Form 8-A Registration Statement dated August 15, 1994, SEC File
               No. 2-7803, and incorporated herein by reference.

     10.1      Agreement effective as of October 1, 1991, entered into by the
               Company's subsidiary Mississippi Phosphates Corporation for the
               exclusive distribution of diammonium phosphate produced by
               Mississippi Phosphates Corporation; filed as Exhibit 10.1 to
               Amendment No. 1 to the Company's Report on Form 8 dated 
               January 7, 1993, SEC File No. 2-7803, and incorporated herein by
               reference.

                                       19
<PAGE>
 
     10.2      Amendment of Agreement, effective as of July 1, 1993, to the
               Agreement entered into as of October 1, 1991, by the Company's
               subsidiary Mississippi Phosphates Corporation for the exclusive
               distribution of diammonium phosphate produced by Mississippi
               Phosphates Corporation; filed as Exhibit 10.3 to the Company's
               Annual Report on Form 10-K for the fiscal year ended June 30,
               1993, SEC File No. 2-7803, and incorporated herein by reference.

     10.3      Amendment of Agreement, effective as of August 1, 1994, to the
               Agreement entered into as of October 1, 1991, by the Company's
               subsidiary Mississippi Phosphates Corporation for the exclusive
               distribution of diammonium phosphate produced by Mississippi
               Phosphates Corporation; filed as Exhibit 10.7 to the Company's
               Annual Report on Form 10-K for the fiscal year ended June 30,
               1995, SEC File No. 2-7803, and incorporated herein by reference.
    
     10.4      Agreement made and entered into as of September 15, 1991, between
               Office Cherifien des Phosphates and the Company's subsidiary
               Mississippi Phosphates Corporation for the sale and purchase of
               phosphate rock; filed as Exhibit 10.1 to the Company's Annual
               Report on Form 10-K for the fiscal year ended June 30, 1991, File
               No. 2-7803, and incorporated herein by reference.

     10.5      Amendment No. 1, effective as of July 1, 1992, to the Agreement
               effective as of September 15, 1991, between Office Cherifien des
               Phosphates and the Company's subsidiary Mississippi Phosphates
               Corporation for the sale and purchase of phosphate rock; filed as
               Exhibit 10.12 to the Company's Annual Report on Form 10-K for the
               fiscal year ended June 30, 1995, SEC File No. 2-7803, and
               incorporated herein by reference.(1)

     10.6      Amendment No. 2, effective as of July 1, 1993, to the Agreement
               effective as of September 15, 1991, between Office Cherifien des
               Phosphates and the Company's subsidiary Mississippi Phosphates
               Corporation for the sale and purchase of phosphate rock; filed as
               Exhibit 10.11 to the Company's Annual Report on Form 10-K for the
               fiscal year ended June 30, 1995, SEC File No. 2-7803, and
               incorporated herein by reference.(2)


     10.7      Amendment No. 3, effective as of January 1, 1995, to the
               Agreement effective as of September 15, 1991, between Office
               Cherifien des Phosphates and the Company's subsidiary Mississippi
               Phosphates Corporation for the sale and purchase of phosphate
               rock; filed as Exhibit 10.10 to the Company's Annual Report on
               Form 10-K for the fiscal year ended June 30, 1995, SEC File 
               No. 2-7803, and incorporated herein by reference.(3)

-----------------------
     (1) Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from the first and second
paragraphs of paragraph numbered 1 of Amendment No. 1 and an application for
confidential treatment has been filed separately with the Commission.

     (2) Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from paragraphs numbered 5
and 8 of Amendment No. 2; from the first paragraph, paragraph numbered 1,
paragraph numbered 2, and paragraph numbered 3 of Schedule 1, Exhibit A; from
Schedule 2, Exhibit B; from Schedule 3, Exhibit C, and from Schedule 4, 
Exhibit D; and an application for confidential treatment has been filed
separately with the Commission.

     (3) Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from Schedule 1 to Amendment
No. 3, Exhibit B, and an application for confidential treatment has been filed
separately with the Commission.

                                       20
<PAGE>
 
     10.8      Amendment No. 4, effective as of January 1, 1997, to the
               Agreement effective as of September 15, 1991, between Office
               Cherifien des Phosphates and the Company's subsidiary Mississippi
               Phosphates Corporation for the sale and purchase of phosphate
               rock.

     10.9      Gas Sales Agreement entered into by the Company and Sonat
               Marketing Company as of July 13, 1995, for the sale and purchase
               of natural gas; filed as Exhibit 10.13 to the Company's Annual
               Report on Form 10-K for the fiscal year ended June 30, 1995, SEC
               File No. 2-7803, and incorporated herein by reference.(4)

     10.10     Agreement for Real Estate Purchase Option dated July 16, 1990,
               for the sale of the Company's Hardee County, Florida, property
               and underlying phosphate reserves; filed as an exhibit to 
               Exhibit 4.2 to the Company's Annual Report on Form 10-K for the
               fiscal year ended June 30, 1990, SEC File No. 2-7803, and
               incorporated herein by reference.

     10.11     Form of Severance Agreement dated July 29, 1996, by and between
               the Company and each of its Executive Officers; filed as Exhibit
               10.14 to the Company's Annual Report on Form 10-K for the fiscal
               year ended June 30, 1996, SEC File No. 2-7803, and incorporated
               herein by reference.

     10.12     Credit Agreement dated as of December 23, 1996, by and among
               First Mississippi Corporation; AMPRO Fertilizer, Inc.; Harris
               Trust and Savings Bank, as Administrative Agent; Bank of
               Montreal, Chicago Branch, as Syndication Agent; Caisse Nationale
               de Credit Agricole and CIBC Inc. as Co-Agents; and the other
               lenders party thereto; filed as Exhibit 10.1 to the Company's
               Current Report on Form 8-K filed January 6, 1997, SEC File 
               No. 0-20411, and incorporated herein by reference.

     10.13     Credit Agreement dated as of December 23, 1996, by and among
               Mississippi Chemical Corporation; Mississippi Phosphates
               Corporation; Mississippi Potash, Inc.; Harris Trust and Savings
               Bank, as Administrative Agent; Bank of Montreal, Chicago Branch,
               as Syndication Agent; Caisse Nationale de Credit Agricole and
               CIBC Inc. as Co-Agents; and the other lenders party thereto;
               filed as Exhibit 10.2 to the Company's Current Report on Form 8-K
               filed January 6, 1997, SEC File No. 0-20411, and incorporated
               herein by reference.

     13.1      Annual Report to Shareholders for fiscal year ended
               June 30, 1997.

     21        List of subsidiaries of the Company.

     23        Consent of Arthur Andersen LLP.

     27        Financial Data Schedule.

  (C)  REPORTS ON FORM 8-K:

       No reports were filed on Form 8-K during the three months ended
       June 30, 1997.

-------------------------
    (4) Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from Article IV, Price, and
an application for confidential treatment has been filed separately with the
Commission.

                                       21
<PAGE>
 
                                  SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                       MISSISSIPPI CHEMICAL CORPORATION

                       By:  /s/ Charles O. Dunn
                            -------------------
                            Charles O. Dunn
                            President
                            Principal Executive Officer

                       By:  /s/ Timothy A. Dawson
                            ---------------------
                            Timothy A. Dawson
                            Vice President-Finance
                            Principal Financial Officer and Chief Accounting
                            Officer
Date:  September 29, 1997

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE> 
<CAPTION> 
<S>                                       <C>                                     <C>
SIGNATURE                                           Title                              DATE

/s/ Charles O. Dunn                       Director,                               September 29, 1997
--------------------------                President and Chief Executive Officer                 
Charles O. Dunn                           (principal executive officer)                         
                                                                                                   
                                                                                                   
/s/ Coley L. Bailey                       Director, Chairman of the Board         September 29, 1997 
--------------------------                
Coley L. Bailey                                                                                    
                                                                                                   
/s/ John Sharp Howie                      Director, Vice Chairman of the Board    September 29, 1997 
--------------------------                                                                         
John Sharp Howie                                                                                   
                                                                                                   
/s/ John W. Anderson                      Director                                September 29, 1997 
--------------------------                                                                         
John W. Anderson                                                                                   
                                                                                                   
/s/ Haley Barbour                         Director                                September 29, 1997 
--------------------------                                                                         
Haley Barbour                                                                                      
                                                                                                   
/s/ Frank R. Burnside, Jr.                Director                                September 29, 1997 
--------------------------                                                                         
Frank R. Burnside, Jr.                                                                             
                                                                                                   
/s/ Robert P. Dixon                       Director                                September 29, 1997 
--------------------------                
Robert P. Dixon                                                                                    
                                                                                                   
/s/ W. R. Dyess                           Director                                September 29, 1997 
--------------------------                                                                         
W. R. Dyess                                                                                        
                                                                                                   
/s/ Woods E. Eastland                     Director                                September 29, 1997 
--------------------------                                                                         
Woods E. Eastland                                                                                  
                                                                                                   
/s/ George D. Penick, Jr.                 Director                                September 29, 1997 
--------------------------                                                                         
George D. Penick, Jr.                                                                              

/s/ David M. Ratcliffe                    Director                                September 29, 1997 
--------------------------                                                                         
David M. Ratcliffe                                                                                 
                                                                                                   
/s/ Wayne Thames                          Director                                September 29, 1997  
--------------------------
Wayne Thames
</TABLE>

                                       22
<PAGE>
 
                       MISSISSIPPI CHEMICAL CORPORATION

                                 EXHIBIT INDEX
                                      TO
                                   FORM 10-K




EXHIBIT                                                                    
NUMBER                          DESCRIPTION                               
-------                         -----------                               
 

2.1      Asset Purchase Agreement, dated as of May 21, 1996, by and among
         the Company, Mississippi Acquisition I, Inc., Mississippi 
         Acquisition II, Inc., Eddy Potash, Inc., and New Mexico Potash 
         Corporation; filed as Exhibit 2.1 to the Company's Current Report
         on Form 8-K filed September 3, 1996, SEC File No. 0-20411, and 
         incorporated herein by reference.
 
2.2      Agreement and Plan of Merger and Reorganization, dated as of
         August 27, 1996, by and among the Company, MISS SUB, INC., and
         First Mississippi Corporation; filed as Exhibit 2.2 to the
         Company's Annual Report on Form 10-K for the fiscal year ended 
         June 30, 1996, SEC File No. 0-20411, and incorporated herein by
         reference.
 
3.1      Articles of Incorporation of the Company; filed as Exhibit 3.1 to
         the Company's Amendment No. 1 to Form S-1 Registration Statement
         filed August 2, 1994, SEC File No. 33-53119, and incorporated 
         herein by reference.
 
3.2      Bylaws of the Company, as amended to date.                          
 
4.1      Mississippi Phosphates Corporation 401(k) Retirement Plan; filed
         as Exhibit 4.3(a) to the Company's Post-Effective Amendment No. 1
         to Form S-8 Registration Statement filed June 6, 1995, SEC File
         No. 33-59577, and incorporated herein by reference.
 
4.2      Mississippi Chemical Corporation Thrift Plan Plus; filed as 
         Exhibit 4.3(b) to the Company's Post-Effective Amendment No. 1
         to Form S-8 Registration Statement filed June 6, 1995, SEC
         File No. 33-59577, and incorporated herein by reference.
 
4.3      Mississippi Chemical Corporation 1994 Stock Incentive Plan;
         filed as Exhibit 4.2 to the Company's Form S-8 Registration
         Statement filed December 21, 1995, SEC File No. 33-65209, and
         incorporated herein by reference.

                                       23
<PAGE>
 
4.4      Mississippi Chemical Corporation 1995 Stock Option Plan for
         Nonemployee Directors; filed as Exhibit 4.3 to the Company's
         Form S-8 Registration Statement filed December 21, 1995, SEC
         File No. 33-65209, and incorporated herein by reference.

4.5      Mississippi Chemical Corporation 1995 Restricted Stock Purchase
         Plan for Nonemployee Directors; filed as Exhibit 4.4 to the
         Company's Form S-8 Registration Statement filed December 21, 1995,
         SEC File No. 33-65209, and incorporated herein by reference.
 
4.6      Shareholder Rights Plan; filed as Exhibit 1 to the Company's 
         Form 8-A Registration Statement dated August 15, 1994, SEC 
         File No. 2-7803, and incorporated herein by reference.
 
10.1     Agreement effective as of October 1, 1991, entered into by the
         Company's subsidiary Mississippi Phosphates Corporation for the
         exclusive distribution of diammonium phosphate produced by 
         Mississippi Phosphates Corporation; filed as Exhibit 10.1 to 
         Amendment No. 1 to the Company's Report on Form 8 dated 
         January 7, 1993, SEC File No. 2-7803, and incorporated herein 
         by reference.
 
10.2     Amendment of Agreement, effective as of July 1, 1993, to the 
         Agreement entered into as of October 1, 1991, by the Company's 
         subsidiary Mississippi Phosphates Corporation for the exclusive 
         distribution of diammonium phosphate produced by Mississippi 
         Phosphates Corporation; filed as Exhibit 10.3 to the Company's
         Annual Report on Form 10-K for the fiscal year ended 
         June 30, 1993, SEC File No. 2-7803, and incorporated herein by 
         reference.
 
10.3     Amendment of Agreement, effective as of August 1, 1994, to the
         Agreement entered into as of October 1, 1991, by the Company's
         subsidiary Mississippi Phosphates Corporation for the exclusive
         distribution of diammonium phosphate produced by Mississippi  
         Phosphates Corporation; filed as Exhibit 10.7 to the Company's
         Annual Report on Form 10-K for the fiscal year ended 
         June 30, 1995, SEC File No. 2-7803, and incorporated herein by
         reference.
 
10.4     Agreement made and entered into as of September 15, 1991, 
         between Office Cherifien des Phosphates and the Company's 
         subsidiary Mississippi Phosphates Corporation for the sale and
         purchase of phosphate rock; filed as Exhibit 10.1 to the 
         Company's Annual Report on Form 10-K for the fiscal year ended 
         June 30, 1991, File No. 2-7803, and incorporated herein by
         reference.

                                       24
<PAGE>
 
10.5     Amendment No. 1, effective as of July 1, 1992, to the Agreement
         effective as of September 15, 1991, between Office Cherifien 
         des Phosphates and the Company's subsidiary Mississippi 
         Phosphates Corporation for the sale and purchase of phosphate 
         rock; filed as Exhibit 10.12 to the Company's Annual Report on
         Form 10-K for the fiscal year ended June 30, 1995, SEC File  
         No. 2-7803, and incorporated herein by reference(5)
 
10.6     Amendment No. 2, effective as of July 1, 1993, to the Agreement
         effective as of September 15, 1991, between Office Cherifien
         des Phosphates and the Company's subsidiary Mississippi 
         Phosphates Corporation for the sale and purchase of phosphate 
         rock; filed as Exhibit 10.11 to the Company's Annual Report on 
         Form 10-K for the fiscal year ended June 30, 1995, SEC File 
         No. 2-7803, and incorporated herein by reference.(6)
 
10.7     Amendment No. 3, effective as of January 1, 1995, to the 
         Agreement effective as of September 15, 1991, between Office 
         Cherifien des Phosphates and the Company's subsidiary 
         Mississippi Phosphates Corporation for the sale and purchase 
         of phosphate rock; filed as Exhibit 10.10 to the Company's 
         Annual Report on Form 10-K for the fiscal year ended 
         June 30, 1995, SEC File No. 2-7803, and incorporated herein by
         reference.(7)
 
10.8     Amendment No. 4, effective as of January 1, 1997, to the            
         Agreement effective as of September 15, 1991, between Office
         Cherifien des Phosphates and the Company's subsidiary 
         Mississippi Phosphates Corporation for the sale and purchase
         of phosphate rock.

10.9     Gas Sales Agreement entered into by the Company and Sonat 
         Marketing Company as of July 13, 1995, for the sale and 
         purchase of natural gas; filed as Exhibit 10.13 to the Company's
         Annual Report on Form 10-K for the fiscal year ended 
         June 30, 1995, SEC File No. 2-7803, and incorporated herein by
         reference.(8)
--------------
    (5) Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from the first and second
paragraphs of paragraph numbered 1 of Amendment No. 1 and an application for
confidential treatment has been filed separately with the Commission.

    (6) Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from paragraphs numbered 5
and 8 of Amendment No. 2; from the first paragraph, paragraph numbered 1,
paragraph numbered 2, and paragraph numbered 3 of Schedule 1, Exhibit A; from
Schedule 2, Exhibit B; from Schedule 3, Exhibit C, and from Schedule 4, 
Exhibit D; and an application for confidential treatment has been filed
separately with the Commission.

    (7)  Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from Schedule 1 to Amendment
No. 3, Exhibit B, and an application for confidential treatment has been filed
separately with the Commission.

    (8) Pursuant to the Securities Exchange Act of 1934, Rule 24b-2,
confidential business information has been deleted from Article IV, Price, and
an application for confidential treatment has been filed separately with the
Commission.

                                       25
<PAGE>
 
10.10    Agreement for Real Estate Purchase Option dated July 16, 1990, 
         for the sale of the Company's Hardee County, Florida, property
         and underlying phosphate reserves; filed as an exhibit to 
         Exhibit 4.2 to the Company's Annual Report on Form 10-K for the 
         fiscal year ended June 30, 1990, SEC File No. 2-7803, and  
         incorporated herein by reference.
 
10.11    Form of Severance Agreement dated July 29, 1996, by and between
         the Company and each of its Executive Officers; filed as 
         Exhibit 10.14 to the Company's Annual Report on Form 10-K for 
         the fiscal year ended June 30, 1996, SEC File No. 2-7803, 
         and incorporated herein by reference.
 
10.12    Credit Agreement dated as of December 23, 1996, by and among First
         Mississippi Corporation; AMPRO Fertilizer, Inc.; Harris Trust and 
         Savings Bank, as Administrative Agent; Bank of Montreal, Chicago 
         Branch, as Syndication Agent; Caisse Nationale de Credit Agricole
         and CIBC Inc. as Co-Agents; and the other lenders party thereto; 
         filed as Exhibit 10.1 to the Company's Current Report on Form 8-K 
         filed January 6, 1997, SEC File No. 0-20411, and incorporated 
         herein by reference.
 
10.13    Credit Agreement dated as of December 23, 1996, by and among 
         Mississippi Chemical Corporation; Mississippi Phosphates 
         Corporation; Mississippi Potash, Inc.; Harris Trust and Savings
         Bank, as Administrative Agent; Bank of Montreal, Chicago Branch,
         as Syndication Agent; Caisse Nationale de Credit Agricole and 
         CIBC Inc. as Co-Agents; and the other lenders party thereto; 
         filed as Exhibit 10.2 to the Company's Current Report on 
         Form 8-K filed January 6, 1997, SEC File No. 0-20411, and 
         incorporated herein by reference.
 
13.1     Annual Report to Shareholders for fiscal year ended 
         June 30, 1997.                                                      
 
21       List of subsidiaries of the Company.                               
 
23       Consent of Arthur Andersen LLP.                                   
 
27       Financial Data Schedule.                                            

                                       26