FORM 4[ ] Check this box if no ~~longer~~longersubject ~~subject~~ to Section 16. Form 4 or ~~Form~~Form5 5 obligations may continue. See Instruction 1(b). ~~(Print or Type Responses)~~ UNITED STATES SECURITIES AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, D.C. ~~20549~~20549STATEMENT ~~STATEMENT~~ OF CHANGES IN BENEFICIAL ~~OWNERSHIP~~OWNERSHIPFiled ~~Filed~~ pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public ~~Utility~~UtilityHolding ~~Holding~~ Company Act of 1935 or Section 30(hf) of the Investment Company Act of 1940 OMB ~~APPROVAL~~APPROVALOMB ~~OMB~~ Number: 3235-~~0287 Expires~~0287Expires: ~~January~~December 31, ~~2005~~2001Estimated ~~Estimated~~ average ~~burden~~burdenhours ~~hours~~ per response. . . . . 0.5

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol GRO

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)

Eastland, Woods E.

3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

4. Statement for Month/Day/Year June 31, 2002

(Last) (First) (Middle)

1304 Bayou Drive

5. If Amendment, Date of Original (Month/Day/Year)

7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

(Street) Indianola, MS 38751

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transactions(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Common Stock

06/01/2002

M4(1)

5,749

$1.44

27,729

(1) This Form 4 reports a conversation of phantom stock units to common stock, pursuant to a deferred compensation plan, that should have been reported on the reporting person's June 2002 Form 4 by July 10, 2002.

1. Name and Address of Reporting Person^*
WALLACE, CARL R

(Last) (First) (Middle)2190 RENSHAW ROAD

(Street)YAZOO CITY, MS 39194-8696

(City) (State) (Zip)USA

2. Issuer Name and Ticker
or Trading Symbol

MISSISSIPPI CHEMICAL CORPORATION GRO

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Year)

November 2002

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer Other

Officer/Other
Description VICE PRESIDENT-TECHNICAL GROUP

7. Individual or Joint/Group
Filing (Check Applicable Line)

X Individual Filing
Joint/Group Filing

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr.3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exerciseable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units

1 for 1

06/01/02

Common Stock

5,749

$1.44

24,383

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Explanation of Responses:
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8)Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
	Rosalyn B. Glascoe, Attorney in Fact **Signature of Reporting Person	October 1, 2002 Date
Common Stock	11/25/2002	P \|	1,000.00 \| A \| $0.53	4,000.00	D
Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
Common Stock	11/25/2002	I \|	3,636.00 \| A \| $0.55	7,383.67	I	By 401(k)
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

(over)
SEC 1474 (3-99)

WALLACE, CARL R - November 2002

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

________________________________ __________________
** Signature of Reporting Person Date

Rosalyn B. Glascoe, Attorney in Fact
CARL R WALLACE

Page 2
SEC 1474 (3-99)

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