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): January ~~November 14~~30, ~~2003~~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 5. Other Events.

On January 30, 2004, the Company issued the Press Release attached hereto as Exhibit 99 announcing the resignation of Charles O. Dunn, its President and Chief Executive Officer, effective March 1, 2004. The Press Release also announced that Coley L. Bailey, the Chairman of the Board of Directors, would assume the responsibilities of the Chief Executive Officer as well as retain his position as chairman.

     Monthly Operating Reports for September 1 through September 30, 2003, and October 1 through October 31, 2003
          On May 15, 2003, Mississippi Chemical Corporation and its domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Mississippi. In connection with such filing, the Debtors are required to file monthly operating reports with the United States Trustee and the Bankruptcy Court. Attached hereto as Exhibits 99.1 and 99.2 are the monthly operating reports for the periods from September 1 through September 30, 2003, and October 1 through October 31, 2003, respectively.

Item 7.  Financial Statements and Exhibits.

Exhibit Number	~~Description~~	Description
99.1	Monthly Operating Report for the period from September 1 through September 30, 2003
99		Press Release dated January 30, 2004.
99.2	Monthly Operating Report for the period from October 1 through October 31, 2003

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: ~~November~~February 1912, ~~2003~~2004

EXHIBIT INDEX

Exhibit Number	~~Description~~	Description
99.1	Monthly Operating Report for the period from September 1 through September 30, 2003
99		Press Release dated January 30, 2004.
99.2	Monthly Operating Report for the period from October 1 through October 20, 2003

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