EXHIBIT 3.2

                                    BYLAWS

                                      OF

                       MISSISSIPPI CHEMICAL CORPORATION

                          (a Mississippi corporation)

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                                  ARTICLE I.

                                IDENTIFICATION

                                --------------

                                       

    Section 1.01.  NAME.  The name of this corporation is Mississippi Chemical

Corporation.  The corporation may conduct operations under such other names as

the Board of Directors may designate.

 

    SECTION 1.02.  SEAL.  The corporation shall be authorized, but not required,

to use a corporate seal, which if used shall be circular in form and contain the

name of the corporation and the words "Corporate Seal, Mississippi." The

corporate seal shall be affixed by the Secretary upon such instruments or

documents as may be deemed necessary. The presence or absence of such seal on

any instrument shall not, however, affect its character or validity or legal

effect in any respect.

 

    Section 1.03.  OFFICES.  The address of the principal office of the

corporation shall be Highway 49 East, P. O. Box 388, Yazoo City, Mississippi

39194-0388. The corporation may also have offices at such other places as the

Board of Directors may from time to time determine or the business of the

corporation may require.

 

                                  ARTICLE II.

                                 CAPITAL STOCK

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    Section 2.01.  CONSIDERATION FOR SHARES.  Except as otherwise permitted by

law, capital stock of the corporation may be issued for such consideration as

shall be fixed from time to time by the Board of Directors.

 

    SECTION 2.02.  PAYMENT FOR SHARES.  The consideration for the issuance of

shares may be paid, in whole or in part, in money, in other property, tangible

or intangible, or in other benefit to the corporation, including promissory

notes, labor or services already performed, contracts for services to be

performed or other securities of the corporation. Before the corporation issues

shares, the Board of Directors shall determine that the consideration is

adequate, which determination is conclusive insofar as the adequacy of

consideration for the issuance of shares relates to whether the shares are

validly issued, fully paid and nonassessable. When the corporation receives the

consideration for which the Board authorized the issuance of shares, the shares

issued therefor are fully paid and nonassessable. The corporation may place in

escrow shares issued for a contract for future services or benefits or a

promissory note, or make other arrangements to restrict

 

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transfer of the shares, and may credit distributions in respect of the shares

against their purchase price until the services are performed, the note is paid

or the benefits received. Such escrow arrangements may provide that if the

services are not performed, the note is not paid or the benefits are not

received, then the shares escrowed or restricted and the distributions credited

may be cancelled in whole or in part.

 

    SECTION 2.03.  CERTIFICATES REPRESENTING SHARES.  The certificates of stock

of the corporation shall be numbered consecutively and entered in the books of

the corporation as they are issued. The Board of Directors may authorize the

issuance of some or all of the shares without certificates. Such authorization

shall not affect shares already represented by certificates. Each certificate

issued shall be signed, either manually or by facsimile, by two officers of the

corporation and may bear the corporate seal or its facsimile. If the corporation

is authorized to issue different classes of shares or different series within a

class, then each certificate shall have noted thereon a summary of the

designations, relative rights, preferences, rights and limitations applicable to

each class and the variations in rights, preferences and limitations determined

for each series. Certificates evidencing shares of the corporation shall set

forth thereon the statements prescribed by Section 79-4-6.25 of the Mississippi

Business Corporation Act and by any other applicable provision of law. If a

person who signed, either manually or in facsimile, a share certificate no

longer holds office when the certificate is issued, the certificate is

nevertheless valid.

 

    SECTION 2.04.  SHARE TRANSFERS.   Upon compliance with any provisions

restricting the transferability of shares that may be set forth in the Articles

of Incorporation, these Bylaws, or any written agreement in respect thereof,

transfers of shares of the corporation shall be made only on the books of the

corporation by the registered holder thereof, or by his or her attorney

thereunto authorized by power of attorney duly executed and filed with the

Secretary of the corporation, or with a transfer agent or a registrar and on

surrender of the certificate or certificates for such shares properly endorsed

and the payment of all taxes thereon, if any. Except as may be otherwise

provided by law or these Bylaws, the person in whose name shares stand on the

books of the corporation shall be deemed the owner thereof for all purposes as

regards the corporation; provided that whenever any transfer of shares shall be

made for collateral security, and not absolutely, such fact, if known to the

Secretary of the corporation, shall be so expressed in the entry of transfer.

 

                                 ARTICLE III.

                           MEETINGS OF SHAREHOLDERS

                           ------------------------

                                       

    Section 3.01.  PLACE OF MEETINGS.  Meetings of the shareholders of the

corporation shall be held at the principal office of the corporation or at such

other place in or out of the state of Mississippi as shall be determined by the

Board of Directors.

 

    SECTION 3.02.  ANNUAL MEETINGS.  The annual meeting of the shareholders

shall be held at such time and place as the Board of Directors shall designate,

at which annual meeting the shareholders shall elect a number of members of the

Board of

 

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Directors equal to the number of directors whose terms expire at such meeting,

and transact such other business as may properly come before the meeting.

Failure to hold the annual meeting at the designated time shall not affect the

validity of any corporate action.

 

    SECTION 3.03.  SPECIAL MEETINGS.  Special meetings of the shareholders shall

be held on such call as may be specified in the Articles of Incorporation, on

call of the Board of Directors or on call of the holders of at least twenty-five

percent (25%) of all the votes entitled to be cast on any issue proposed to be

considered at the proposed special meeting if such holders sign, date and

deliver to the Secretary one or more written demand(s) for the meeting. Any

written demand for a meeting shall state the purpose(s) of the proposed meeting

and only business within such purpose(s) described in the notice may be

conducted at such meeting.

 

    SECTION 3.04.  NOTICE OF MEETINGS - WAIVER.  Written notice stating the

place, date and time of the meeting, and in case of a special meeting, the

purpose(s) for which the meeting is called, shall be delivered not less than ten

(10) days or more than sixty (60) days before the date of the meeting, either

personally or by mail, to each shareholder entitled to vote at such meeting.

Only the shareholders whose names appear on the stock transfer books at the

close of business the day before the first notice is delivered to shareholders

shall be entitled to notice of and to vote at such meeting, notwithstanding the

transfer of shares thereafter.

 

    The corporation shall give notice to shareholders not entitled to vote in

any instance where such notice is required by the provisions of the Mississippi

Business Corporation Act. A shareholder may waive notice before or after the

date and time stated in the notice. The waiver must be in writing, must be

signed by the shareholder entitled to notice and must be delivered to the

corporation for inclusion in the minutes or filing with the corporate records. A

shareholder's attendance at a meeting waives objection to lack of notice or

defective notice of the meeting unless at the beginning of the meeting (or

promptly upon arrival) the shareholder objects to holding the meeting or

transacting business at the meeting. A shareholder's attendance at a meeting

also waives objection to consideration of a particular matter which is not

within the purpose(s) described in the notice unless the shareholder objects

when the matter is presented.

 

    SECTION 3.05.  RECORD DATE.  The Board of Directors may fix a record date

for one (1) or more voting groups in order to determine the shareholders

entitled to notice of a shareholders' meeting, to demand a special meeting, to

vote, or to take any other action; provided, that a record date fixed under this

sentence may not be more than seventy (70) days before the meeting or action

requiring a determination of shareholders. The stock transfer books of the

corporation need not be closed. The record date may precede the date on which

the record date is established. A determination of shareholders entitled to

notice of or to vote at a shareholders' meeting is effective for any adjournment

of the meeting unless the Board of Directors fixes a new record date, which it

must do if the meeting is adjourned to a date more than one hundred twenty (120)

days after the date fixed for the original meeting.

 

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    SECTION 3.06.  SHARES HELD BY NOMINEES.  The corporation may establish a

procedure by which the beneficial owner of shares that are registered in the

name of a nominee is recognized by the corporation as the shareholder. The

extent of this recognition may be determined in the procedure.

 

    SECTION 3.07.  SHAREHOLDERS' LIST.  After fixing a record date for a

meeting, the corporation shall prepare an alphabetical list of the names of all

its shareholders who are entitled to notice of shareholders' meeting. The list

shall be arranged by voting group, and within each voting group by class or

series of shares, and show the address of and number of shares held by each

shareholder. The shareholders' list must be available for inspection by any

shareholder, beginning two (2) business days after notice of the meeting is

given for which the list was prepared and continuing through the meeting, at the

corporation's principal office or at a place identified in the meeting notice in

the city where the meeting will be held. A shareholder, his or her agent or

attorney is entitled on written demand to inspect and, subject to the

requirements of Section 79-4-16.02(c) of the Mississippi Business Corporation

Act, to copy the list during regular business hours and at his or her expense,

during the period it is available for inspection. The corporation shall make the

shareholders' list available at the meeting, and any shareholder, his or her

agent or attorney, is entitled to inspect the list at any time during the

meeting or any adjournment.

 

    SECTION 3.08.  QUORUM.  Unless otherwise required by law or the Articles of

Incorporation, a majority of the votes entitled to be cast on the matter by a

voting group, represented in person or by proxy, shall constitute a quorum at a

meeting of shareholders for action on that matter. Holders of shares entitled to

vote as a separate voting group may take action on a matter at a meeting only if

a quorum of those shares exists with respect to that matter. Once a share is

represented for any purpose at a meeting, it is deemed present for quorum

purposes for the remainder of the meeting and any adjournment thereof unless a

new record date is or must be set for the adjourned meeting of shareholders for

action on that matter. The shareholders present at a duly organized meeting may

continue to do business until adjournment, notwithstanding the withdrawal of a

number of shareholders so that less than a quorum remains. A meeting may be

adjourned despite the absence of a quorum.

 

    SECTION 3.09.  MEANING OF CERTAIN TERMS.  As used herein in respect to the

right to notice of a meeting of shareholders or a waiver thereof or to

participate or vote thereat or to consent or dissent in writing in lieu of a

meeting, as the case may be, the term "share" or "shares" or "shareholder" or

"shareholders" refers to an outstanding share or shares and to a holder or

holders of record of outstanding shares when the corporation is authorized to

issue only one (1) class of shares, and said reference is also intended to

include any outstanding share or shares and any holder or holders of record of

outstanding shares of any class upon which or upon whom the Articles of

Incorporation confer such rights where there are two (2) or more classes or

series of shares or upon which or upon whom the Mississippi Business Corporation

Act confers such rights

 

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notwithstanding that the Articles of Incorporation may provide for more than one

(1) class or series of shares, one (1) or more of which are limited or denied

such rights thereunder.

 

    SECTION 3.10.  PROXIES AND VOTING.  Except as otherwise provided by law or

the Articles of Incorporation, each outstanding share, regardless of class, is

entitled to one (1) vote on each matter voted on at a shareholders' meeting. A

shareholder may vote either in person or by proxy. A shareholder may appoint a

proxy by signing an appointment form, either personally or by his attorney-in-

fact, and delivering it to the Secretary or other officer of the corporation who

is authorized to tabulate votes. An appointment of a proxy is revocable unless

the appointment form conspicuously states that it is irrevocable and the

appointment is coupled with an interest. Such an appointment becomes revocable

when the interest is extinguished. No proxy shall be valid after eleven (11)

months from the date of its execution, unless otherwise provided in the proxy.

Unless the Articles of Incorporation provide otherwise, directors shall be

elected by a plurality of the votes cast by the shares entitled to vote in the

election at a meeting in which a quorum is present.

 

    SECTION 3.11  CONDUCT OF MEETING.  Meetings of the shareholders shall be

presided over by one of the following in the order of seniority and if present

and acting; the Chairman of the Board, if any; the Vice Chairman of the Board,

if any; the President, a Vice President, if any; or, if none of the foregoing is

in office and present and acting, by a chairman to be chosen by the

shareholders.  The Secretary of the corporation, or in his or her absence, an

Assistant Secretary, shall act as secretary of every meeting, but, if neither

the Secretary nor an Assistant Secretary is present, the chairman of the meeting

shall appoint a secretary of the meeting.

 

    SECTION 3.12.  ACTION WITHOUT A MEETING.   Action required or permitted by

the Mississippi Business Corporation Act to be taken at a shareholders' meeting

may be taken without a meeting if the action is taken by all the shareholders

entitled to vote on the action. The action must be evidenced by one (1) or more

written consents describing the action taken, signed by all the shareholders

entitled to vote on the action, and delivered to the corporation for inclusion

in the minutes or filing with the corporate records. The corporation must give

any required notice to nonvoting shareholders, if any.

 

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                                  ARTICLE IV.

                              BOARD OF DIRECTORS

                              ------------------

                                       

    Section 4.01.  NUMBER AND QUALIFICATIONS.  A director need not be a

shareholder, a citizen of the United States, or a resident of the state of

Mississippi. The business and affairs of the corporation shall be managed under

the direction of, and all corporate powers shall be exercised by or under the

authority of, its Board of Directors. The Board of Directors of the corporation

shall, effective as of the date of adoption of these Bylaws, consist of twelve

(12) members and thereafter shall consist of such number of members not less

than nine (9) or more than fifteen (15) as determined from time to time by

resolution of a majority of the Board of Directors.

 

    As long as the size of the Board of Directors shall be fixed at twelve (12)

members, the Board shall be divided in three (3) classes of four (4) directors

each, with the Board of Directors designating nominees for each class and the

shareholders of the Company electing the initial directors serving in such

classes to initial terms expiring in the three (3) successive years following

such initial election (Class I-1995, Class II-1996 and Class III-1997).  In the

event a different number of directors is established but is nine (9) or more,

the Board of Directors shall be divided into three (3) classes consisting of

equal numbers of directors to the extent possible.  The Board of Directors may

fill any vacancies on the Board of Directors, pursuant to Section 4.06 hereof,

designating new directors to one (1) of the three (3) classes of directors.  At

each annual meeting of the shareholders following such initial election, the

number of directors equal to the number of the class whose term expires at the

time of such meeting shall be elected to hold office until the third succeeding

annual meeting after their election or until their earlier retirement from the

Board.  Any vacancy arising from the earlier retirement of a director shall be

filled by vote of the Board, and the term of any such director shall be for the

balance of the term of the retiring director.

 

    SECTION 4.02.  ELECTION.  At each annual meeting at which directors are

elected, directors shall be elected by a plurality of the votes cast by the

shares entitled to vote in the election. Each director shall hold office for the

term for which he or she is elected and until his or her successor shall be

elected and qualified.

 

    SECTION 4.03.  ELECTION OF OFFICERS OF BOARD OF DIRECTORS.  At the first

meeting or at any subsequent meeting called for the purpose, the directors shall

elect a Chairman of the Board of Directors and a Vice Chairman of the Board of

Directors. Such officers shall hold office until the next annual election of

officers, and until their successors are elected and qualify.

 

    SECTION 4.04.  THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS. 

The Chairman of the Board shall preside at all meetings of the Board of

Directors. The Vice Chairman shall act as Chairman in the absence of the

Chairman.

 

    SECTION 4.05.  REMOVAL OF DIRECTORS.  The directors or the shareholders may

remove one (1) or more director(s) only for cause, as defined in the Articles of

 

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Incorporation.  A director may be removed only if the number of votes cast to

remove the director exceeds the number of votes cast not to remove the director.

A director may be removed by the shareholders or directors only at a meeting

called for the purpose of removing the director, and the meeting notice must

state that the purpose or one of the purposes of the meeting is the removal of

directors.

 

    SECTION 4.06.  VACANCIES.  Unless the Articles of Incorporation provide

otherwise, if a vacancy occurs in the Board of Directors, including a vacancy

resulting from an increase in the number of directors:

 

    (a)  the Board of Directors may fill the vacancy; or

 

    (b)  if the directors remaining in office constitute fewer than a

         quorum of the Board, they may fill the vacancy by the affirmative

         vote of a majority of all the directors remaining in office.

 

A decrease in the number of directors does not shorten an incumbent director's

term.  A vacancy that will occur at a specified later date may be filled before

the vacancy occurs, but the new director may not take office until the vacancy

occurs.

 

    SECTION 4.07.  PLACE OF MEETING.  Meetings of the Board of Directors,

regular or special, may be held either in or out of the state of Mississippi.

 

    SECTION 4.08.  REGULAR MEETINGS.  Regular meetings of the Board of Directors

may be held without notice of the date, time, place or purpose of the meeting.

 

    SECTION 4.09.  SPECIAL MEETINGS.  Special meetings of the Board of Directors

may be held upon notice. Unless the Articles of Incorporation provide for a

longer or shorter period, special meetings of the Board of Directors must be

preceded by at least two (2) days' notice of the date, time and place of the

meeting. The notice need not describe the purpose of the special meeting unless

required by the Articles of Incorporation. Attendance in person at or

participation in a special meeting waives any required notice of the meeting

unless at the beginning of the meeting (or promptly upon arrival) the director

objects to holding the meeting or transacting business at the meeting and does

not thereafter vote for or assent to action taken at the meeting. Notice of any

meeting of the Board of Directors may be waived before or after the date and

time stated in the notice if in writing, signed by the director entitled to the

notice, and filed with the minutes or corporate records.

 

    SECTION 4.10.  QUORUM AND VOTING.  A quorum of the Board shall consist of a

majority of the directors in office immediately before the meeting begins.  If a

quorum is present when a vote is taken, the affirmative vote of a majority of

directors present is the act of the Board.  A director who is present at a

meeting of the Board when corporate action is taken is deemed to have assented

to the action taken unless:

 

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    (a)  he or she objects at the beginning of the meeting (or promptly upon

         arrival) to holding the meeting or transacting business at the meeting;

 

    (b)  his or her dissent or abstention from the action taken is entered in

         the minutes of the meeting; or

 

    (c)  he or she delivers written notice of dissent or abstention to the

         presiding officer of the meeting before its adjournment or to the

         corporation immediately after adjournment of the meeting.

 

The right of dissent or abstention is not available to a director who votes in

favor of the action taken.

 

    SECTION 4.11.  CONDUCT OF MEETINGS.  The Board of Directors may permit any

or all directors to participate in a regular or special meeting by, or conduct

the meeting through use of, any means of communication by which all directors

participating may simultaneously hear each other during the meeting. A director

who so participates in a meeting is deemed to be present in person at the

meeting.

 

    SECTION 4.12.  COMMITTEES OF THE BOARD.  Unless the Articles of

Incorporation provide otherwise, the Board of Directors may create one or more

committees and appoint members of the Board of Directors to serve on them. Each

committee must have two (2) or more members, who shall serve at the pleasure of

the Board of Directors. The creation of a committee and appointment of members

to it must be approved by a majority of all the directors in office when the

action is taken. The requirements applicable to the Board of Directors with

regard to meetings, action without meetings, notice and waiver of notice, and

quorum and voting requirements apply to committees and their members as well.

The Board of Directors may delegate to such committee(s) all such authority of

the Board that it deems desirable except the authority to:

 

    (a)  authorize distributions;

 

    (b)  approve or propose to the shareholders action required to be approved

         by shareholders;

 

    (c)  fill vacancies on the Board of Directors or on any of its committees;

        

    (d)  amend the Articles of Incorporation;

 

    (e)  adopt, amend or repeal Bylaws;

 

    (f)  approve a plan of merger not requiring shareholder approval;

 

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    (g)  authorize or approve reacquisition of shares, except according to a

         formula or method prescribed by the Board of Directors; or

 

    (h)  authorize or approve the issuance or sale or contract for sale of

         shares, or determine the designation and relative rights, preferences

         and limitations of a class or series of shares, except that the Board

         of Directors may authorize a committee to do so within limits

         specifically prescribed by the Board of Directors.

 

    SECTION 4.13.  ACTION WITHOUT MEETING.  Action required or permitted by the

Mississippi Business Corporation Act to be taken at a Board of Directors'

meeting may be taken without a meeting if the action is taken by all members of

the Board. The action must be evidenced by one (1) or more written consents

describing the action taken, signed by each director, and included in the

minutes or filed with the corporate records reflecting the action taken.  Action

taken under this paragraph is effective when the last director signs the

consent, unless the consent specifies a different prior or subsequent effective

date.

 

                                  ARTICLE V.

                                   OFFICERS

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    Section 5.01.  OFFICERS.  The officers of the corporation shall consist of a

President and Secretary and, as deemed appropriate by the Board of Directors, a

Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,

General Counsel, Treasurer, one (1) or more Vice Presidents, Assistant

Secretaries, Assistant Treasurers and such other officers and assistant officers

and agents as may be deemed necessary by the Board of Directors.  Any two (2) or

more offices may be held by the same person.  The Board of Directors shall

delegate to one (1) of the officers the responsibility of preparing minutes of

directors' and shareholders' meetings and of authenticating records of the

corporation.  Officers need not be directors or shareholders of the corporation.

 

    SECTION 5.02.  VACANCIES.  Vacancies occurring in any office shall be filled

by the Board of Directors at any regular or special meeting.

 

    SECTION 5.03.  THE PRESIDENT.  The President shall be responsible for the

active, executive management and supervision of the operations of the

corporation and shall perform such duties as the Board of Directors may

prescribe or his or her capacity as President by custom may provide.

 

    SECTION 5.04.  THE VICE PRESIDENT.  Vice Presidents shall perform such

duties as the Board of Directors may prescribe. Each Vice President shall report

to the President or his or her delegate who shall be responsible for the Vice

President's actions.

 

    SECTION 5.05.  THE SECRETARY.  The Secretary shall attend all meetings of

the shareholders and of the Board of Directors, and shall keep a true and

complete record of the proceedings of these meetings. The Secretary shall be

custodian of the

 

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records of the corporation and shall attend to the giving of all notices,

attest, when requested, to the authority of the President or other officers, as

revealed by the minutes or these Bylaws, to execute legal documents binding the

corporation, and shall perform such other duties as these Bylaws may provide or

the Board of Directors may prescribe.

 

    SECTION 5.06.  THE CHIEF FINANCIAL OFFICER.  The Chief Financial Officer

shall keep correct and complete records of account, showing accurately at all

times the financial condition and results of operations of the corporation. The

Chief Financial Officer shall be the legal custodian of all moneys, notes,

securities and other valuables that may from time to time come into the

possession of the corporation. The Chief Financial Officer shall immediately

deposit all funds of the corporation coming into his or her hands in some

reliable bank or other depository to be designated by the Board of Directors,

and shall keep this bank account in the name of the corporation. The Chief

Financial Officer shall furnish at meetings of the Board of Directors, or

whenever requested, a statement of the financial condition and results of

operations of the corporation, and shall perform such other duties as these

Bylaws may provide or the Board of Directors may prescribe. The Chief Financial

Officer may be required to furnish bond in such amount as shall be determined by

the Board of Directors.

 

    SECTION 5.07.  OTHER OFFICERS.  The duties of other officers elected by the

Board of Directors shall be such as are customary to their respective offices

and as shall be assigned to them by the President.

 

    SECTION 5.08.  RESIGNATION AND REMOVAL.  An officer may resign at any time

by delivering notice to the corporation. A resignation is effective when the

notice is delivered unless the notice specifies a later effective date. If a

resignation is made effective at a later date and the corporation accepts the

future effective date, the Board of Directors may fill the pending vacancy

before the effective date provided the successor does not take office until the

effective date. The Board of Directors may remove any officer at any time with

or without cause and any officer or assistant officer, if appointed by another

officer, may likewise be removed by such officer.

 

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                                  ARTICLE VI.

                          REGISTERED OFFICE AND AGENT

                          ---------------------------

 

    The address of the initial registered office of the corporation and the name

of the initial registered agent of the corporation are set forth in the original

Articles of Incorporation.

 

                                 ARTICLE VII.

                                  FISCAL YEAR

                                  -----------

 

    The fiscal year of the corporation shall be fixed, and shall be subject to

change, by the Board of Directors.

 

                                 ARTICLE VIII.

                                  AMENDMENTS

                                  ----------

 

    These Bylaws may be altered, amended or repealed and new Bylaws adopted by

the affirmative vote of the holders of a majority of the outstanding stock at

any regular meeting of the shareholders or special meeting called for the

purpose, or by the affirmative vote of a majority of the entire Board of

Directors at any regular or special meeting of the Board, unless the

shareholders in amending or repealing a particular Bylaw provide expressly that

the Board of Directors may not amend or repeal that Bylaw; provided, however,

that the Board of Directors may not amend these Bylaws to take any action which

is reserved exclusively by the shareholders pursuant to the Mississippi Business

Corporation Act. If any shareholder or director, as the case may be, should

object to the consideration of any proposed amendment, the proposal may not be

voted upon unless notice of the proposed amendment was given at least ten (10)

days prior to the meeting at which such objecting shareholder or director is

entitled to vote. Any amendment, modification, repeal or addition to these

Bylaws adopted by the Board of Directors may be amended or repealed by the

shareholders.

 

    A Bylaw that fixes a greater quorum or voting requirement for the Board of

Directors may be amended or repealed:

 

    (a)  if originally adopted by the shareholders, only by the shareholders; or

 

    (b)  if originally adopted by the Board of Directors, either by the

         shareholders or the Board of Directors.

 

    Action by the Board of Directors to adopt or amend a Bylaw originally

adopted by the Board of Directors fixing a greater quorum or voting requirement

must meet the same quorum requirement and be adopted by the same vote required

to take action under the quorum and voting requirement then in effect or

proposed to be adopted, whichever is greater. The Board is without authority to

amend this Article VIII.

 

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</TEXT>

</DOCUMENT>

<DOCUMENT>

<TYPE>EX-10.8

<SEQUENCE>3

<DESCRIPTION>AMEND. NO. 4 OF AGREEMENT

<TEXT>

 

<PAGE>

 

                                                                    EXHIBIT 10.8

 

                         AMENDMENT NO. 4 OF AGREEMENT

 

 

    This Amendment No. 4 of Agreement ("Amendment No. 4") is effective as

of January 1, 1997, between Office Cherifien des Phosphates ("OCP") and

Mississippi Phosphates Corporation ("MPC").

 

    WHEREAS, MPC and OCP are parties to that certain Agreement with an effective

date of September 15, 1991, for the sale and purchase of all MPC's requirements

of phosphate rock at its Pascagoula, plant ("Agreement"); and

 

    WHEREAS, the Agreement has been amended by Amendment No. 1 effective as of

July 1, 1992, Amendment No. 2 effective as of July 1, 1993, and Amendment No. 3

effective as of January 1, 1995; and

 

    WHEREAS, MPC and OCP desire to further amend the Agreement as hereinafter

set forth; and

 

    WHEREAS, MISSISSIPPI CHEMICAL CORPORATION, the parent company of MPC, agrees

to be substituted to MPC in taking responsibility of the latest with respect to

the environmental problems linked to the gypsum stacks; and

 

    NOW, THEREFORE, MPC and OCP hereby agree as follows:

 

    1.   Article I of the Agreement is hereby amended by changing the second

sentence of the first paragraph thereof to read in its entirety as follows:

 

         The term of this Agreement shall commence on the Effective Date and

         shall continue until June 30, 2016.

 

    2.   The Agreement is hereby amended by adding thereto a new Article XIII,

which shall read in its entirety as follows:

 

                                 ARTICLE XIII

 

         Subject to its timely receipt of all required governmental permits,

         authorizations and approvals in acceptable form, MPC intends to

         construct a new phosphogypsum disposal facility (the "New Gypsum

         Facility"), at an estimated cost of $16.2 million, which will

         ultimately replace the phosphogypsum disposal facility currently being

         utilized by MPC (the "Old Gypsum Facility").  With respect to the New

         Gypsum Facility and the Old Gypsum Facility, MPC and OCP agree as

         follows:

 

             (a)  Cost of Products Sold, as defined in Article IV hereof, shall

         include depreciation expense related to the actual cost of the New

         Gypsum Facility. As each ton of phosphogypsum is placed in the New

         Gypsum Facility, Cost of Products Sold shall be increased by a "units-

         of-production" depreciation charge equal to the quotient of (i) the

         undepreciated cost of the New Gypsum Facility divided by (ii) the

         estimated number of tons of unused capacity

<PAGE>

 

         remaining in the New Gypsum Facility. It is expected that this capacity

         will be utilized at reasonably uniform rates over its estimated useful

         life of 18 years.

 

             (b)  Cost of Products Sold, as defined in Article IV hereof, shall

         include charges related to the estimated cost of closing the New Gypsum

         Facility. As each ton of phosphogypsum is placed in the New Gypsum

         Facility, Cost of Products Sold shall be increased by a closure charge

         equal to the quotient of (i) the unamortized estimated cost of closing

         the New Gypsum Facility divided by (ii) the estimated number of tons of

         unused capacity remaining in the New Gypsum Facility. The estimated

         cost of closing the New Gypsum Facility is $13.5 million. Closure

         charges related to the Old Gypsum Facility will continue to be

         recognized as its remaining capacity is utilized. The estimated closure

         cost of the Old Gypsum Facility is $9.4 million, out of which an amount

         of $2.24 million has to be amortized as from July 1, 1996, till

         saturation of the Old Gypsum storage.

 

             (c)  If, prior to the actual closure of either the New Gypsum

         Facility or the Old Gypsum Facility, a third party assumes

         responsibility for the cost of closing either the New Gypsum Facility

         or the Old Gypsum Facility, then MPC agrees to pay to OCP an amount

         equal to fifty percent (50%) of the unspent portion of all closure

         charges which have been recognized and reflected in all previous

         calculations of Additional Price pursuant to Article IV of this

         Agreement and which relate to the facility for which the third party

         has assumed responsibility to close. MPC further agrees that OCP shall

         have no responsibility for effecting the actual closure of either the

         New Gypsum Facility or the Old Gypsum Facility.

 

    3.   The Agreement is hereby amended by adding thereto a new Article XIV,

which shall read in its entirety as follows:

 

                                  ARTICLE XIV

 

         Subject to its timely receipt of all required governmental permits,

         authorizations and approvals in acceptable form, MPC intends to

         construct an expansion of the Pascagoula Plant (the "Pascagoula Plant

         Expansion"), which is expected to increase the Pascagoula Plant's

         annual production rate to approximately 900,000 short tons, at an

         estimated cost of $10.45 million. Cost of Products Sold, as defined in

         Article IV hereof, shall include depreciation expense related to the

         actual cost of the assets comprising the Pascagoula Plant Expansion.

         The assets comprising the Pascagoula Plant Expansion will be

         depreciated on a "straight-line" basis over their estimated useful

         lives, which range from five (5) to eighteen (18) years and set forth

         in the table hereto as Schedule 1 to this Amendment No. 4.

 

 

                                       2

<PAGE>

 

    4.   The Agreement is hereby amended by adding thereto a new Article XV,

which shall read in its entirety as follows:

 

                                  ARTICLE XV

 

         MPC agrees to indemnify, hold harmless and defend OCP from and against

         any and all losses, costs, damages, injuries, liabilities, claims,

         demands, penalties, or causes of action arising out of or in connection

         with the environmental conditions at the Old Gypsum Facility and the

         New Gypsum Facility.

 

         In any case including MPC failure, MISSISSIPPI CHEMICAL CORPORATION,

         the parent company of MPC, will be sole responsible and will pay for

         all losses, costs, damages, injuries, liabilities, claims, demands,

         penalties, or causes of action arising out of or in connection with the

         environmental conditions at the Old Gypsum Facility and the New Gypsum

         Facility.

 

    5.   The Agreement is amended by attaching thereto Exhibit F which is

attached as Schedule 1 to this Amendment No. 4.

 

    6.   Except as specifically set forth in this Amendment No. 4, all of the

terms and conditions of the Agreement, as heretofore amended, shall continue in

full force and effect.

 

    7.   All capitalized terms used in this Amendment No. 4 and not otherwise

defined herein shall have the meanings set forth in the Agreement.

 

    IN WITNESS WHEREOF, MPC and OCP have caused this Amendment No. 4 to be duly

executed as of the 1st day of January, 1997.

 

    MADE OUT IN DUPLICATE ON FEBRUARY 20, 1997.

 

 

MISSISSIPPI PHOSPHATES CORPORATION        OFFICE CHERIFIEN DES PHOSPHATES

AND MISSISSIPPI CHEMICAL CORPORATION

 

By: /s/ Charles O. Dunn                  By: /s/ Mourad Cherif

    -------------------                      -----------------

    Charles O. Dunn                          Mourad Cherif

    President                                General Manager