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

____________________

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2004

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

Mississippi (State or other jurisdiction of incorporation)	001-12217 (Commission File Number)	64-0292638 (I.R.S. Employer Identification Number)
3622 Highway 49 East Yazoo City, Mississippi (Address of principal executive offices)		39194 (Zip code)

Registrant's telephone number, including area code: (662) 746-4131

Not Applicable
(Former name or former address, if changed since last report)

Item 1.03. Bankruptcy or Receivership.

On September 2, 2004, the Registrant issued the Press Release attached hereto as Exhibit 99.1 announcing the filing of its First Amended Joint Plan of Reorganization (the "Plan") with the U.S. Bankruptcy Court for the Southern District of Mississippi. The Plan is subject to review and approval by certain creditors of the Registrant and the bankruptcy court.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
2.1		Debtors' First Amended Joint Plan of Reorganization, dated September 2, 2004.
99.1		Press Release, dated September 2, 2004, announcing that the Company had filed its amended plan of reorganization with the U.S. Bankruptcy Court for the Southern District of Mississippi.

SIGNATURE

Pursuant to the requirements 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/ Timothy A. Dawson
Name:    Timothy A. Dawson
Title:      Senior Vice President and Chief Financial Officer

Date: September 8, 2004

EXHIBIT INDEX

Exhibit Number		Description
2.1		Debtors' First Amended Joint Plan of Reorganization, dated September 2, 2004.
99.1		Press Release, dated September 2, 2004, announcing that the Company had filed its amended plan of reorganization with the U.S. Bankruptcy Court for the Southern District of Mississippi.

MISSISSIPPI CHEMICAL CORP /MS/ 8-K