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

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): ~~April~~ June 1517, 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)

1 Item 5. Other Events.

~~Item~~ Monthly Operating 3.Report ~~Bankruptcy~~for orMay ~~Receivership~~1 through May 31, 2004.

On ~~April 16~~May 15, ~~2004~~2003, ~~the~~Mississippi ~~Registrant~~Chemical ~~issued~~Corporation and its domestic subsidiaries (collectively, the ~~Press~~"Debtors") ~~Release~~filed ~~attached~~voluntary ~~hereto~~petitions asfor relief ~~Exhibit~~under Chapter 9911 ~~announcing~~of ~~the~~Title 11 ~~filing~~ of ~~its~~the ~~Joint~~United ~~Plan~~States ofCode ~~Reorganization~~in ~~with~~ the ~~U.S.~~United States Bankruptcy Court for the Southern District of Mississippi. ~~The plan~~In isconnection ~~subject~~with tosuch ~~review~~filing, ~~and~~the ~~approval~~Debtors byare ~~certain~~required ~~creditors~~to offile monthly operating reports with the ~~Registrant~~United States Trustee and the Bankruptcy Court. Attached hereto as Exhibit 99 is the ~~bankruptcy~~monthly ~~court~~operating report for the period from May 1 through May 31, 2004.

Item 7. Financial Statements and Exhibits.

Exhibit Number	Description	~~Description~~
2.1		Debtors' Joint Plan of Reorganization, dated April 15, 2004.
99	Monthly Operating Report for the period from May 1 through May 31, 2004
2.2		Disclosure Statement for Debtor's Joint Plan of Reorganization, dated April 15, 2004.
99		Press Release, dated April 16, 2004, announcing that the Company had filed its Joint 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: ~~April~~June 1917, 2004

EXHIBIT INDEX

Exhibit Number	Description	~~Description~~
2.1		Debtors' Joint Plan of Reorganization, dated April 15, 2004.
99	Monthly Operating Report for the period from May 1 through May 31, 2004
2.2		Disclosure Statement for Debtor's Joint Plan of Reorganization, dated April 15, 2004.
99		Press Release, dated April 16, 2004, announcing that the Company had filed its Joint Plan of Reorganization with the U.S. Bankruptcy Court for the Southern District of Mississippi.

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