<SUBMISSION>
<ACCESSION-NUMBER>0001005477-00-008244
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20001130
<EFFECTIVENESS-DATE>20001130
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CHEMFIRST INC
<CIK>0001026601
<ASSIGNED-SIC>2870
<IRS-NUMBER>640679456
<STATE-OF-INCORPORATION>MS
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-51002
<FILM-NUMBER>781554
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 1249
<CITY>JACKSON
<STATE>MS
<ZIP>39202
<PHONE>6019487550
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>P O BOX 1249
<CITY>JACKSON
<STATE>MS
<ZIP>39202
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8
<TEXT>


                                                 File No. 333-_________

     As filed with the Securities and Exchange Commission on November , 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                 CHEMFIRST INC.
               (Exact name of issuer as specified in its charter)

                 Mississippi                               64-0354930
         (State of Incorporation)                  (I.R.S. Employer ID Number)

    700 North Street, Jackson, MS                            39202
(Address of Principal Executive Offices)                   (Zip Code)

                        CHEMFIRST INC. 401(k) SAVINGS AND
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            (Full Title of the Plan)

                          James L. McArthur, Secretary
                                 ChemFirst Inc.
                                 P. O. Box 1249
                         Jackson, Mississippi 39215-1249
                                 (601) 948-7550
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                      Proposed Maximum
Title of Securities               Amount to be          Proposed Maximum Offering     Aggregate Offering       Amount of
to be Registered                  Registered            Price per Share (1)           Price                    Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                           <C>                             <C>
Common Stock, par value $1.00     1,000,000 shares (2)  $20.72 (3)                    $20,718,750.00 (3)              $6,474.61
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated solely for calculation of the registration fee pursuant to Rule
      457(h), based on the average of the high and low sale prices reported on
      the New York Stock Exchange on November 28, 2000.
(2)   Pursuant to Rule 416, this Registration Statement shall include, in
      addition to the number of shares of Common Stock stated above, such
      indeterminate number of additional shares of Common Stock as may be issued
      under such plan as a result of adjustment provisions thereunder.
(3)   Does not include an additional 1,000,000 shares of Common Stock being
      carried forward pursuant to Rule 429 from the Registration Statement on
      Form S-8 (File No. 333-18691). A registration fee of $6,611.42 was paid in
      connection with the filing of such Registration Statement.

<PAGE>

                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 is filed by ChemFirst Inc.
("ChemFirst") and relates to an additional 1,000,000 shares of ChemFirst common
stock, par value $1.00 per share (the "Common Stock"), issuable to participants
in the ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and Trust
(the "Plan").

      ChemFirst previously registered an aggregate of 1,000,000 shares of Common
Stock for issuance under the Plan under a Registration Statement on Form S-8, as
filed with the Securities and Exchange Commission on December 23, 1996 (File No.
333-18691) (the "Initial Registration Statement").

      Pursuant to General Instruction E to Form S-8, this Registration Statement
incorporates by reference the contents of the Initial Registration Statement,
except as otherwise set forth herein.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of ChemFirst's Common
Stock covered by this Registration Statement has been omitted in accordance with
the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents filed with the Commission by ChemFirst are
incorporated herein by reference: (1) ChemFirst's Annual Report on Form 10-K for
the year ended December 31, 1999; (2) Proxy Statement for the Annual Meeting of
Stockholders of ChemFirst held on May 23, 2000; (3) ChemFirst's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000, and
September 30, 2000; and (4) the description of ChemFirst's Common Stock, par
value $1.00, contained in Item 1 of ChemFirst's Registration Statement on Form
8-A filed on December 9, 1996 (File No. 001-12547), including any amendment or
report filed for the purpose of updating such description.

      All documents filed by ChemFirst pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the filing hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents.


                                       2
<PAGE>

      For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. Exhibits

4.1   Amended and Restated Articles of Incorporation of ChemFirst Inc. are
      incorporated by reference to Exhibit 3.1 to Amendment No. 1 to ChemFirst's
      Form S-1 (File No. 333-15789) filed on November 18, 1996.

4.2   Bylaws of ChemFirst Inc., as amended, are incorporated by reference to
      Exhibit 4.3 to ChemFirst's Registration Statement on Form S-8 (File No.
      333-69965) filed on December 30, 1998.

4.3   Rights Agreement, dated as of October 30, 1996, between ChemFirst and
      KeyCorp Shareholder Services, Inc. is incorporated by reference to Exhibit
      4 to Amendment No. 1 to ChemFirst's Form S-1 (File No. 333-15789) filed on
      November 18, 1996.

4.4   First Amendment to Rights Agreement dated effective May 1, 1997 by and
      among ChemFirst, KeyCorp Shareholder Services, Inc. and The Bank of New
      York, is incorporated by reference to Exhibit 4.5 to ChemFirst's Form S-8
      (File No. 333-69965) filed on December 30, 1998.

4.5   Note Purchase Agreement between ChemFirst, State Farm Life Insurance
      Company and Nationwide Life Insurance Company is incorporated by reference
      to Exhibit 4(j) of ChemFirst's Annual Report on Form 10-K for fiscal year
      ended December 31, 1998.

4.6   ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and Trust
      (as amended and restated effective January 1, 1997, and which supersedes
      ChemFirst's 401(k) Savings Plan) is incorporated by reference to Exhibit
      4.6 of ChemFirst's Post-Effective Amendment No. 2 to S-8 Registration
      Statement (file no. 333-18691) filed July 27, 1999.

4.7   First Amendment to ChemFirst Inc. 401(k) and Employee Stock Ownership Plan
      and Trust is incorporated by reference to Exhibit 4.6 of ChemFirst's
      Post-Effective Amendment No. 2 to S-8 Registration Statement (file no.
      333-18691) filed July 27, 1999.

4.8   Second Amendment to ChemFirst Inc. 401(k) Savings and Employee Stock
      Ownership Plan and Trust is incorporated by reference to Exhibit 4.10 of
      ChemFirst's Post-Effective Amendment No. 2 to S-8 Registration Statement
      (file no. 333-18691) filed July 27, 1999.


                                       3
<PAGE>

4.9   Third Amendment to ChemFirst 401(k) Savings and Employee Stock Ownership
      Plan and Trust.

4.10  Fourth Amendment to ChemFirst 401(k) Savings and Employee Stock Ownership
      Plan and Trust.

5.1   Determination letter dated June 23, 2000 from the IRS regarding the
      ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and Trust.

23.1  Consent of KPMG LLP.

24.1  Power of Attorney by each of the directors of ChemFirst appointing J.
      Kelley Williams and R. Michael Summerford as attorney-in-fact is located
      at page 5 of this Registration Statement.


                                       4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Mississippi, on the 30th day of
November, 2000.

                                 CHEMFIRST INC.


                                 BY: /s/ J. Kelley Williams
                                    -----------------------
                                    J. Kelley Williams, Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Kelley Williams and R. Michael Summerford and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

    SIGNATURE                        TITLE                       DATE
    ---------                        -----                       ----

/s/ J. Kelley Williams           Chairman of the Board         November 30, 2000
---------------------------      of Directors, Chief
J. Kelley Williams               Executive Officer
                                 (Principal Executive
                                 Officer) and Director


/s/ R. Michael Summerford        President and Chief           November 30, 2000
---------------------------      Operating Officer
R. Michael Summerford


/s/ Max P. Bowman                Vice President,               November 30, 2000
---------------------------      Finance and Treasurer
Max P. Bowman                    (Principal Financial
                                 Officer)


/s/ Troy B. Browning             Controller (Principal         November 30, 2000
---------------------------      Accounting Officer)
Troy B. Browning


                                       5
<PAGE>

    SIGNATURE                        TITLE                       DATE
    ---------                        -----                       ----

/s/ Richard P. Anderson          Director                      November 30, 2000
---------------------------
Richard P. Anderson


/s/ Paul A. Becker               Director                      November 30, 2000
---------------------------
Paul A. Becker


/s/ Michael J. Ferris            Director                      November 30, 2000
---------------------------
Michael J. Ferris


/s/ James E. Fligg               Director                      November 30, 2000
---------------------------
James E. Fligg


/s/ Robert P. Guyton             Director                      November 30, 2000
---------------------------
Robert P. Guyton


/s/ Paul  W. Murrill             Director                      November 30, 2000
---------------------------
Paul W. Murrill


/s/ John F. Osborne              Director                      November 30, 2000
---------------------------
John F. Osborne


/s/ William A. Percy, II         Director                      November 30, 2000
---------------------------
William A. Percy, II


/s/ Dan F. Smith                 Director                      November 30, 2000
---------------------------
Dan F. Smith


/s/ Leland R. Speed              Director                      November 30, 2000
---------------------------
Leland R. Speed


/s/ R. Gerald Turner             Director                      November 30, 2000
---------------------------
R. Gerald Turner


                                       6
<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jackson, State of
Mississippi, on the 30th day of November, 2000.

                                      CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE
                                      STOCK OWNERSHIP PLAN AND TRUST

                                      By: /s/ J. Steve Chustz
                                          --------------------------------------
                                              J. Steve Chustz
                                              Employee Benefits Committee


                                      By: /s/ William B. Kemp, Jr.
                                          --------------------------------------
                                              William B. Kemp, Jr.
                                              Employee Benefits Committee


                                      By: /s/ George M. Simmons
                                          --------------------------------------
                                              George M. Simmons
                                              Employee Benefits Committee


                                      By: /s/ R. Michael Summerford
                                          --------------------------------------
                                              R. Michael Summerford
                                              Employee Benefits Committee


                                       7
<PAGE>

Index to Exhibits

Exhibit No.       Description

4.1               Amended and Restated Articles of Incorporation of ChemFirst
                  Inc. are incorporated by reference to Exhibit 3.1 to Amendment
                  No. 1 to ChemFirst's Form S-1 (File No. 333-15789) filed on
                  November 18, 1996.

4.2               Bylaws of ChemFirst Inc., as amended, are incorporated by
                  reference to Exhibit 4.3 to ChemFirst's Registration Statement
                  on Form S-8 (File No. 333-69965) filed on December 30, 1998.

4.3               Rights Agreement, dated as of October 30, 1996, between
                  ChemFirst and KeyCorp Shareholder Services, Inc. is
                  incorporated by reference to Exhibit 4 to Amendment No. 1 to
                  ChemFirst' s Form S-1 (File No. 333-15789) filed on November
                  18, 1996.

4.4               First Amendment to Rights Agreement dated effective May 1,
                  1997 by and among ChemFirst, KeyCorp Shareholder Services,
                  Inc. and The Bank of New York, is incorporated by reference to
                  Exhibit 4.5 to ChemFirst's Form S-8 (File No. 333-69965) filed
                  on December 30, 1998.

4.5               Note Purchase Agreement between ChemFirst, State Farm Life
                  Insurance Company and Nationwide Life Insurance Company is
                  incorporated by reference to Exhibit 4(j) of ChemFirst's
                  Annual Report on Form 10-K for fiscal year ended December 31,
                  1998.

4.6               ChemFirst Inc. 401(k) Savings and Employee Stock Ownership
                  Plan and Trust (as amended and restated effective January 1,
                  1997, and which supersedes ChemFirst's 401(k) Savings Plan) is
                  incorporated by reference to Exhibit 4.6 of ChemFirst's
                  Post-Effective Amendment No. 2 to S-8 Registration Statement
                  (file no. 333-18691) filed July 27, 1999.

4.7               First Amendment to ChemFirst Inc. 401(k) and Employee Stock
                  Ownership Plan and Trust is incorporated by reference to
                  Exhibit 4.6 of ChemFirst's Post-Effective Amendment No. 2 to
                  S-8 Registration Statement (file no. 333-18691) filed July 27,
                  1999.

4.8               Second Amendment to ChemFirst Inc. 401(k) Savings and Employee
                  Stock Ownership Plan and Trust is incorporated by reference to
                  Exhibit 4.10 of ChemFirst's Post-Effective Amendment No. 2 to
                  S-8 Registration Statement (file no. 333-18691) filed July 27,
                  1999.

4.9               Third Amendment to ChemFirst 401(k) Savings and Employee Stock
                  Ownership Plan and Trust.


                                       8
<PAGE>

4.10              Fourth Amendment to ChemFirst 401(k) Savings and Employee
                  Stock Ownership Plan and Trust.

5.1               Determination letter dated June 23, 2000 from the IRS
                  regarding the ChemFirst Inc. 401(k) Savings and Employee Stock
                  Ownership Plan and Trust.

23.1              Consent of KPMG LLP.

24.1              Power of Attorney by each of the directors of ChemFirst
                  appointing J. Kelley Williams and R. Michael Summerford as
                  attorney-in-fact is located at page 5 of this Registration
                  Statement.


                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>THIRD AMENDMENT TO CHEMFIRST 401(K)
<TEXT>


EXHIBIT 4.9

                               THIRD AMENDMENT TO
                                 CHEMFIRST INC.
           401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

      THIS AMENDMENT, effective as specifically stated herein, by and between
CHEMFIRST INC., a Business Corporation, having its principal office in Jackson,
Mississippi (hereinafter referred to as "Employer"), and CHARLES SCHWAB TRUST
COMPANY (hereinafter sometimes referred to as "Trustee");

                                R E C I T A L S:

      A. WHEREAS, the Employer has previously established the ChemFirst Inc.
401(k) Savings and Employee Stock Ownership Plan and Trust ("Plan and Trust")
for the benefit of those employees who qualify thereunder and for their
beneficiaries; and

      B. WHEREAS, the Employer desires to amend the Plan and Trust to
incorporate certain changes requested by the Internal Revenue Service in order
to obtain an updated determination letter concerning the Plan's qualified status
under Sections 401(a), 401(k) and 4975(e)(7) of the Internal Revenue Code of
1986, as amended;

      NOW, THEREFORE, pursuant to Section 10.01 of the Plan and Trust, the
following amendment is hereby made and shall be effective as specifically stated
herein:

1.    Effective January 1, 1997, Section 1.05 is amended, as underlined, to read
      as follows:

"1.05 Acquisition Loan

      A loan (or extension of credit) used by the trustee to finance the
      acquisition of Company Stock, which loan will constitute an extension of
      credit to the Trust from a party-in-interest (ad defined in ERISA)."

2.    Effective January 1, 1997, Section 1.15 of the Plan is amended as
      underlined to read as follows:

"1.15 Employee

      (a)   In General

            An Employee is any person who is employed by the Employer or a
            Participating Employer.

      (b)   Leased Employee

            A Leased Employee means any person who, pursuant to an agreement
            between the Employer or any Related Employer ("Recipient Employer")
            and any other person ("leasing organization"), has performed
            services for the Recipient Employer on a


                                       10
<PAGE>

            substantially full-time basis for a period of at least one year and
            such services are performed under the primary direction or control
            of the Recipient Employer.

            Any Leased Employee will be treated as an Employee of the Recipient
            Employer; however, contributions or benefits provided by the leasing
            organization which are attributable to the services performed for
            the Recipient Employer will be treated as provided by the Recipient
            Employer. If all Leased Employees constitute less than 20% of the
            Employer's non-highly-compensated work force within the meaning of
            Code Section 414(n)(1)(C)(ii), then the preceding sentence will not
            apply to any Leased Employee if such Employee is covered by a money
            purchase pension plan ("Safe Harbor Plan") which provides: (1) a
            nonintegrated employer contribution rate of at least 10% of
            compensation, (2) immediate participation, and (3) full and
            immediate vesting.

            Years of Eligibility Service for purposes of eligibility to
            participate in the Plan and Years of Vesting Service for purposes of
            determining a Participant's Vested Percentage include service by an
            Employee as a Leased Employee.

      (c)   Regular Employee

            A Regular Employee is an Employee (whether full time or part time)
            hired to fill a specific position on an indefinite basis and whose
            position is reflected in the Employer's written annual budget as
            being a permanent position that is eligible for participation in the
            Plan."

3.    Effective January 1, 1997, Section 1.21(a) is amended, as underlined, to
      read as follows:

      "(a)  Compensation

            For purposes of this Section, Compensation means Compensation
            defined in Section 1.11, excluding only the exclusions described in
            paragraphs (i) through (iv), and including deferrals under (a) Code
            Section 402(e)(3) relating to a Code Section 401(k) arrangement; (b)
            Code Section 125 relating to a cafeteria plan; (c) Code Section
            403(b) relating to a tax sheltered annuity plan; (d) Code Section
            408(h) relating to a simplified employee pension; and (e) Effective
            January 1, 1998, Code Section 402(k) relating to a simple retirement
            account. Compensation in excess of the Statutory Compensation Limit
            will be disregarded. The definition of Compensation shall be limited
            to Compensation earned during (i) the Determination Year for
            purposes of Section 1.21(d)(2)(i) and (ii) the Lookback Year for
            purposes of Sections 1.21(d)(2)(ii) and 1.21(j)."

4.    Effective January 1, 1997, Section 3.04(a)(7) is amended, as underlined,
      to read as follows:

      "(7)  Application of Forfeitures


                                       11
<PAGE>

            Forfeitures from a Participant's Employee Stock Ownership Account
            will be used to reduce Employee Stock Ownership Contributions in the
            Plan Year in which the Forfeitures are determined to occur. To the
            extent that a Participant's Employee Stock Ownership Account holds
            more than one class of Employer Securities, Forfeitures shall be
            made equally from each class of Employer Securities.

            Notwithstanding the foregoing, the portion of a Participant's
            account attributable to assets other than Company Stock acquired
            with the proceeds of an Acquisition Loan shall be forfeited first."

5.    Effective January 1, 1997, Section 4.05(a)(5) is amended, as underlined,
      to read as follows:

      "(5)  Contribution Percentage Test

            The Contribution Percentage Test is a test applied on a Plan Year
            basis to determine whether a plan meets the requirements of Code
            Section 401(m).

            In each of the following tests, the Contribution Percentage for the
            Highly Compensated Group for a Plan Year is compared with the
            Contribution Percentage for the Non-highly Compensated Group for the
            preceding Plan Year (or the current Plan Year if elected by the
            Employer; provided, however, that if such an election is made, it
            may not be changed except as provided by the Secretary of the
            Treasury.)"

            In the case of the first Plan Year of the Plan (if this is not a
            successor plan within the meaning of Treasury Regulation
            1.401(k)-1(d)(3)), the Contribution Percentage for the Non-highly
            Compensated Group will be the Contribution Percentage for the
            Non-highly Compensated Group for the first Plan Year or, if the
            Employer elects to use 3% as the Deferral Percentage for the first
            Plan Year, the Contribution Percentage that would result if the
            Deferral Percentage for each Non-highly Compensated Participant were
            3%.

            The Contribution Percentage Test may be met by either satisfying the
            General Contribution Percentage Test or the Alternative Contribution
            Percentage Test.

            The General Contribution Percentage Test is satisfied if the
            Contribution Percentage for the Highly Compensated Group does not
            exceed 125% of the Contribution Percentage for the Non-highly
            Compensated Group.

            The Alternative Contribution Percentage Test is satisfied if the
            Contribution Percentage for the Highly Compensated Group does not
            exceed the lesser of:

            o     The Contribution Percentage for the Non-highly Compensated
                  Group plus 2 percentage points, or

            o     The Contribution Percentage for the Non-highly Compensated
                  Group multiplied by 2.0.


                                       12
<PAGE>

            If (i) one or more Highly Compensated Employees of the Employer or
            any Related Employer are eligible to participate in both a Cash or
            Deferred Arrangement and a plan which provides for Employee
            After-tax Contributions or Matching Contributions, (ii) the Deferral
            Percentage for all of the Highly Compensated Group does not satisfy
            the General Deferral Percentage Test, and (iii) the Contribution
            Percentage for all of the Highly Compensated Group does not satisfy
            the General Contribution Percentage Test, then the Contribution
            Percentage Test will be deemed to be satisfied only if the sum of
            the Deferral Percentage and the Contribution Percentage for all of
            the Highly Compensated Group does not exceed the Aggregate Limit. If
            the Aggregate Limit is exceeded, the Plan shall satisfy the test for
            multiple use of the alternative limitation as provided in Treas.
            Reg. ss. 1.401(m)-2(c) in accordance with Section 4.05(a)(7).

            The Plan will not fail to satisfy the Contribution Percentage test
            merely because all of the Eligible Employees under the Plan for a
            Plan Year are Highly Compensated Employees."

6.    Effective January 1, 1997, Section 4.05(a)(7) of the Plan is amended, as
      underlined, to read as follows:

      "(7)  Deferral Percentage Test

            The Deferral Percentage Test is a test applied on a Plan Year basis
            to determine whether a plan meets the requirements of Code Section
            401(k).

            In each of the following tests, the Deferral Percentage for the
            Highly Compensated Group for a Plan Year is compared with the
            Deferral Percentage for the Non-highly Compensated Group for the
            preceding Plan Year (or the current Plan year if elected by the
            Employer; provided, however, that if such an election is made, it
            may not be changed except as provided by the Secretary of the
            Treasury).

            In the case of the first Plan Year of the Plan (if this is not a
            successor plan within the meaning of Treasury Regulation
            1.401(k)-1(d)(3)), the Deferral Percentage for the Non-highly
            Compensated Group will be 3%, or, if elected by the Employer, the
            actual Deferral Percentage for the Non-highly Compensated Group for
            the first Plan Year.

            The Deferral Percentage Test may be met by either satisfying the
            General Deferral Percentage Test of the Alternative Deferral
            Percentage Test.

            The General Deferral Percentage Test is satisfied if the Deferral
            Percentage for the Highly Compensated Group does not exceed 125% of
            the Deferral Percentage for the Non-highly Compensated Group.

            The Alternative Deferral Percentage Test is satisfied if the
            Deferral Percentage for the Highly Compensated Group does not exceed
            the lesser of:


                                       13
<PAGE>

            o     the Deferral Percentage for the Non-highly Compensated Group
                  plus 2 percentage points, or

            o     the Deferral Percentage for the Non-highly Compensated Group
                  multiplied by 2.0.

            If (i) one or more Highly Compensated Employees of the Employer or
            any Related Employer are eligible to participate in both a Cash or
            Deferred Arrangement and a plan which provides for Employee
            After-tax Contributions or Matching Contributions, (ii) the Deferral
            Percentage for the Highly Compensated Group does not satisfy the
            General Deferral Percentage Test, and (iii) the Contribution
            Percentage for the Highly Compensated Group does not satisfy the
            General Contribution Percentage Test, then the Deferral Percentage
            Test will be deemed to be satisfied only if the sum of the Deferral
            Percentage and the Contribution Percentage for the Highly
            Compensated Group does not exceed the Aggregate Limit. If the
            Aggregate Limit is exceeded, the Plan shall satisfy the test for
            multiple use of the alternative limitation as provided in Treas.
            Reg. ss. 1.401(m)-2(c)(3) by reducing the Deferral Percentage of
            those Highly Compensated employees who also participate in an
            arrangement that provides for After-tax Contributions or Matching
            Contributions so that the limit is not exceeded, beginning with the
            Highly Compensated Employee whose Deferral Percentage is the
            highest. The amount by which each Highly Compensated Employee's
            Deferral Percentage amount is reduced shall be treated as an Excess
            Contribution. The Deferral Percentage and Contribution Percentage of
            the Highly Compensated Employees are determined after:

            o     use of any Qualified Nonelective Contributions and Qualified
                  Matching Contributions to meet the Deferral Percentage Test;

            o     use of any Qualified Nonelective Contributions and Elective
                  Contributions to meet the Deferral Percentage Test;

            o     any corrective distribution or forfeiture of Excess Deferrals,
                  Excess Contributions or Excess Aggregate Contributions; and

            o     after any recharacterization of Excess Contributions required
                  without regard to multiple use of the alternative limitation.

            The Plan will not fail to satisfy the Deferral Percentage test
            merely because all of the Eligible Employees under the Plan for a
            Plan Year are Highly Compensated Employees.


                                       14
<PAGE>

7.    Effective January 1, 1997, Section 4.05(i) of the Plan is amended, as
      underlined, to read as follows:

      "(i)  Aggregation of Plans

            If the Employer or a Related Employer sponsors one or more other
            plans which include a Cash or Deferred Arrangement, the Employer may
            elect to treat any two or more of such plans as an aggregated single
            plan for purposes of satisfying Code Sections 401(a)(4), 401(k) and
            410(b). The Cash or Deferred Arrangements included in such
            aggregated plans will be treated as a single Arrangement for
            purposes of this Section. However, only those plans that have the
            same plan year may be so aggregated.

            If the Employer or a Related Employer sponsors one or more other
            plans to which Employee After-tax Contributions or Matching
            Contributions are made, the Employer may elect to treat any two or
            more of such plans as an aggregated single plan for purposes of
            satisfying Code Sections 401(a)(4), 401(m) and 410(b). However, only
            those plans that have the same plan year may be so aggregated.

            Any such aggregation must be made in accordance with Treasury
            Regulation 1.401(k)-1(b)(3). For example, contributions and
            allocations under the portion of a plan described in Code Section
            4975(e)(7) (an ESOP) may not be aggregated with the portion of a
            plan not described in Code Section 4975(e)(7) (a non-ESOP) for
            purposes of determining whether the ESOP or non-ESOP satisfies the
            requirements of Code Sections 401(a)(4), 401(k), 401(m) and 410(b).

            To the extent that any Participant who is a Highly Compensated
            Employee for the Plan Year is eligible to have Employer Elective
            Contributions (or Qualified Non-Elective Contributions or Qualified
            Matching Contributions, or both, if treated as Employer Elective
            Contributions for the Actual Deferral Percentage Test) allocated to
            his or her account under two (2) or more Cash or Deferred
            Arrangements that are maintained by the Employer or a Related
            Employer, such plans shall be aggregated for purposes of Code
            Sections 401(a)(4), 401(k), 401(m) and 410(b). If a Highly
            Compensated Employee participates in two (2) or more Cash or
            Deferred Arrangements that have different plan years, all Cash or
            Deferred Arrangements ending with or within the same calendar year
            shall be treated as a single plan. Notwithstanding the foregoing,
            certain plans shall be treated as separate if mandatorily
            disaggregated under applicable Treasury regulations pursuant to Code
            Section 401(k).

            To the extent that this Plan is required to be aggregated with
            another plan for purposes of satisfying Code Sections 401(k)(3) or
            401(m)(2), then such plans shall be aggregated for all purposes
            under Code Sections 401(a)(4) and 410(b). To the extent that this
            Plan is permissively aggregated with another plan for purposes of
            satisfying Code Sections 401(k)(3) or 401(m)(2), then such plans
            shall be aggregated for all purposes under Code Sections 401(a)(4)
            and 410(b). Plans that could be aggregated under Code Section 410(b)
            but that are not actually aggregated


                                       15
<PAGE>

            for a Plan Year for purposes of Code Section 410(b) may not be
            aggregated for purposes of Code Sections 401(k) and 401(m)."

8.    Effective January 1, 1997, Section 6.02 of the Plan is amended as
      underlined to read as follows:

      "6.02 Death Benefit

      (a)   Pre-Retirement Death Benefit

            In the event of the death of a Participant prior to the date that he
            begins to receive a retirement benefit under the Plan, if the
            Participant has a Surviving Spouse and if a Beneficiary other than
            the Participant's Surviving Spouse has not been designated pursuant
            to a Qualified Election, the Participant's Surviving Spouse will be
            entitled to receive a Qualified Survivor Annuity.

            If a Surviving Spouse does not exist or if a Beneficiary other than
            the Participant's Surviving Spouse has been designated pursuant to a
            Qualified Election, the Participant's designated Beneficiary will be
            entitled to receive the value of the Participant's Accrued Benefit.

      (b)   Post-Retirement Death Benefit

            In the event of the death of a Retired Participant or a Disabled
            Participant receiving a benefit, a benefit will be paid to the
            Participant's Beneficiary or Surviving Spouse in accordance with the
            form of benefit payment elected under the Plan.

      (c)   Commencement of Benefits.

            Payments to a Participant's Beneficiary or Surviving Spouse shall
            begin sixty days following the close of the Plan Year in which the
            Participant dies. The Committee shall charge each payment to the
            Participant's or Former Participant's Individual Account. Payments
            shall continue until the death of the last survivor of the
            Beneficiaries or until the Individual Account is paid in full,
            whichever event shall occur first.

            Notwithstanding any contrary provision, unless other Plan
            distribution provisions require earlier distribution of the
            Participant's Individual Account, if the Participant's Beneficiary
            or Surviving Spouse elects, the Committee shall direct the Trustee
            to commence distribution of the Participant's Account Balance
            attributable to Employer Securities in the Participant's Employer
            Stock Ownership Account no later than one (1) year after the close
            of the Plan Year in which the Participant separates from Service
            because of death. For purposes of this paragraph, Employer
            Securities do not include any Employer Securities acquired with the
            proceeds of an Exempt Loan until the close of the Plan Year in which
            the borrower repays the Exempt Loan in full.

            If the Participant dies after his distributions have commenced, the
            Trustee shall continue to distribute the remaining portion of the
            Participant's Account Balance at


                                       16
<PAGE>

            least as rapidly as under the method of distribution used prior to
            the Participant's death. If the Participant dies before distribution
            commences, the Trustee shall complete distribution of the
            Participant's or Former Participant's Account Balance by December 31
            of the calendar year containing the fifth (5th) anniversary of the
            Participant's death, except to the extent that the Beneficiary
            elects to receive distributions under paragraphs (1) or (2) below:

            (1)   If any portion of the Participant's or Former Participant's
                  Nonforfeitable Account Balance is payable to a Beneficiary,
                  the Beneficiary may elect distributions over the life or over
                  a period certain not greater than the life expectancy of the
                  Designated Beneficiary commencing on or before December 31 of
                  the calendar year immediately following the calendar year in
                  which the Participant or Former Participant died;

            (2)   If the Beneficiary is the Participant's Surviving Spouse, the
                  date distributions must begin under paragraph (1) above shall
                  not be earlier than the later of: (i) December 31 of the
                  calendar year immediately following the calendar year in which
                  the Participant died; and (ii) December 31 of the calendar
                  year in which the Participant would have attained age seventy
                  and one-half (70 1/2) years. If the Participant has not made
                  an election pursuant to this Section by the time of death, the
                  Beneficiary must elect the method of distribution no later
                  than the earlier of: (i) December 31 of the calendar year in
                  which distributions must begin under this Section; or (ii)
                  December 31 of the calendar year which contains the fifth
                  (5th) anniversary of the date of death of the Participant. If
                  the Participant has no Beneficiary, or if the Beneficiary does
                  not elect a method of distribution, distribution of the
                  Account Balance of the Participant must be completed by
                  December 31 of the calendar year containing the fifth (5th)
                  anniversary of the Participant's death.

            (3)   If the Surviving Spouse is the Beneficiary of any portion of a
                  deceased Participant's benefits under the Plan, the Surviving
                  Spouse shall be permitted to direct that this distribution of
                  benefits commence at a reasonable time following the death of
                  the Participant or Former Participant under applicable
                  Treasury regulations.

            (4)   If the Surviving Spouse dies after the Participant, but before
                  payments to the Spouse begin, the preceding provisions of this
                  Section, with the exception of paragraph (2), shall be applied
                  as if the Surviving Spouse had been the Participant."

9.    Effective January 1, 1997, Section 7.01 is amended, as underlined, to read
      as follows:

"7.01 Limitation on Annual Additions

      The amount of the Annual Addition which may be allocated under this Plan
      to any Participant's Account as of any Allocation Date will not exceed the
      Defined Contribution


                                       17
<PAGE>

      Limit (based upon his Aggregate Compensation up to such Valuation Date)
      reduced by the sum of any allocations of annual additions made to
      Participant's Accounts under this Plan as of any preceding Allocation Date
      within the Limitation Year. Such reductions shall be made in the event
      that an excess annual addition arises from contributions to the Plan based
      on estimated annual compensation, the allocation of forfeitures, a
      reasonable error occurs in determining the amount of elective deferrals
      under Code Section 402(g)(3) or under other facts and circumstances that
      the Commissioner finds justify the availability of relief under Treas.
      Reg. ss. 1.415-6(b)(6).

      If the Annual Addition under this Plan on behalf of a Participant is to be
      reduced as of any Allocation Date as a result of the next preceding
      paragraph, the reduction will be, to the extent required, effected by
      first reducing Participant contributions (which increase the annual
      addition), then Forfeitures (if any), and then Employer contributions to
      be allocated under this Plan on behalf of the Participant as of the
      Allocation Date.

      Any necessary reduction will be made as follows:

      (a)   The amount of the reduction consisting of nondeductible Participant
            contributions will be paid to the Participant as soon as
            administratively feasible.

      (b)   The amount of the reduction consisting of any other Participant
            contributions will be paid to the Participant as soon as
            administratively feasible.

      (c)   The amount of the reduction consisting of Forfeitures will be
            allocated and reallocated to other Accounts in accordance with the
            Plan formula for allocating Forfeitures to the extent that such
            allocations do not cause the additions to any other Participant's
            Accounts to exceed the lesser of the Defined Contribution Limit or
            any other limitation provided in the Plan.

      (d)   The amount of the reduction consisting of Employer contributions
            will be allocated and reallocated to other Accounts in accordance
            with the Plan formula for Employer Contributions to the extent that
            such allocations do not cause the additions to any other
            Participant's Accounts to exceed the lesser of the Defined
            Contribution Limit or any other limitation provided in the Plan.

      (e)   To the extent that the reductions described in paragraph (d) cannot
            be allocated to other Participant's Accounts, the reductions will be
            allocated to a suspense account as Forfeitures and held therein
            until the next succeeding Allocation Date on which Forfeitures could
            be applied under the provisions of the Plan. All amounts held in a
            suspense account must be applied as Forfeitures before any
            additional contributions, which would constitute annual additions,
            may be made to the Plan. If the Plan terminates, the suspense
            account will revert to the Employer to the extent it may not be
            allocated to any Participant's Accounts.


                                       18
<PAGE>

      (f)   If a suspense account is in existence at any time during a
            Limitation Year pursuant to this Section, it will not participate in
            the allocation of the Trust Fund's investment gains and losses.

      (g)   If no more than one-third of the employer contributions to the Plan
            are allocated to Participants who are Highly Compensated Employees,
            the limitations under this Section shall not apply to (i)
            forfeitures of Employer Securities under such Plan if the Employer
            Securities were acquired with the proceeds of an Exempt Loan, or
            (ii) employer contributions to the Plan which are deductible under
            Code Section 404(a)(9)(B) and charged against the Participant's
            Account."

10.   Effective January 1, 1997, Section 7.04 is amended, as underlined, to read
      as follows:

"7.04 Effect of Top-Heavy Status

      (a)   General

            Notwithstanding the provisions of Section 7.03, "1.0" will be
            substituted for "1.25" wherever it appears in Sections 7.03(h) and
            7.03(k) for any Limitation Year in which the Plan is found to be
            Top-Heavy for the Plan Year which coincides with or ends within such
            Limitation Year.

      (b)   Non-application

            If the Plan is not determined to be Super Top-Heavy, then for the
            Plan Year which coincides with or ends within a Limitation Year, the
            following will apply:

            (1)   Any Non-Key Employee who is a Participant in both this Plan
                  and a defined benefit plan maintained by the Employer or a
                  Related Employer will be entitled to a minimum accrued benefit
                  under the defined benefit plan equal to the greater of the
                  accrued benefit provided under the defined benefit plan or a
                  monthly benefit in the form of a straight life annuity (with
                  no ancillary benefits) commencing at normal retirement date
                  equal to the Participant's average monthly compensation (which
                  means the average rate of Aggregate Compensation during the
                  five consecutive years, as defined for purposes of determining
                  average monthly compensation, in which the Participant had the
                  highest Aggregate Compensation) multiplied by the lesser of
                  (A) 3% for each year of benefit service performed while
                  actually participating in the plan during a Plan Year in which
                  the plan is determined to be Top-Heavy, or (B) 30%.

                  A Participant will not be required to be employed on the last
                  day of a Plan Year in order to be entitled to the benefit
                  provided by this Section 7.04(b). The defined benefit plan may
                  not satisfy the requirements of this Section 7.04(b) through
                  Employer contributions to Social Security.

            (2)   Section 7.04(a) will not apply for such Limitation Year.


                                       19
<PAGE>

      (c)   Minimum Allocations.

            If a defined benefit plan maintained by the Employer which benefits
            a Key Employee depends on this Plan to satisfy the nondiscrimination
            rules of Code Section 401(a)(4) or the coverage rules of Code
            Section 410 (or another plan benefiting the Key Employee so depends
            on the defined benefit plan), each Non-Key Employee shall receive a
            top heavy minimum allocation of five percent (5%) of the Non-Key
            Employee's Compensation regardless of the contribution rate for the
            Key Employee. The minimum allocation under this Section shall be
            provided to each Non-Key Employee who is a Participant and is
            employed by the Employer on the last day of the Plan Year, whether
            or not the Participant has been credited with one thousand (1,000)
            Hours of Service for the Plan Year. The minimum allocation under
            this Section shall not be provided to any Participant who was not
            employed by the Employer on the last day of the Plan Year. The
            provisions of this Section shall not apply to any Participant to the
            extent the Participant is covered under any other plan or plans of
            the Employer under which the minimum allocation or benefit
            requirements under Code Section 416(c)(1) or (c)(2) are met for the
            Participant."

11.   Effective January 1, 1997, Section 12.01(c) is amended, as underlined, to
      read as follows:

      "(c)  Acquisition Loan. The Trustee is expressly authorized to enter into
            an Acquisition Loan transaction; provided, however, that the loan
            shall be primarily for the benefit of the Plan Participants. The
            following terms and conditions apply to any Acquisition Loan.

            (i)   The Trustee shall, within a reasonable period of time, use the
                  proceeds of any Acquisition Loan:

                  (A)   to acquire Company Stock described in Section 1.10(b)
                        (i), (ii) or (iii);

                  (B)   to repay the Acquisition Loan; or

                  (C)   to repay a prior Acquisition Loan.

            (ii)  Any Acquisition Loan shall provide that the creditor is
                  without recourse against the Plan and Trust. The Acquisition
                  Loan shall further provide that no person entitled to payment
                  under the Acquisition Loan shall have any rights to the assets
                  of the Plan and Trust other than:

                  (A)   the collateral given under the Acquisition Loan;

                  (B)   contributions (other than contributions of Company
                        Stock) made by the Employer to meet the repayment
                        requirements of the Acquisition Loan; or


                                       20
<PAGE>

                  (C)   earnings attributable to:

                        (1)   the Company Stock pledged as collateral for such
                              loan; or

                        (2)   the Employer contributions described in the
                              preceding paragraph (B).

            (iii) Any Acquisition Loan shall provide that payments made on the
                  loan by the Plan shall not exceed for any Plan Year an amount
                  equal to the sum of Employer Contributions and Plan earnings
                  for the current Plan Year, plus the amounts in prior years,
                  less the sum of the note payment for prior years. The Plan
                  Administrator shall maintain separate accounting for such
                  contributions and earnings.

            (iv)  Collateral for the Acquisition Loan shall be restricted to
                  Company Stock acquired with the proceeds of the Acquisition
                  Loan or Company Stock acquired with a prior Acquisition Loan
                  which prior Acquisition Loan is repaid with the proceeds of
                  the Acquisition Loan.

            (v)   Any Acquisition Loan shall provide that in the event of
                  default, the value of the Plan assets transferred in
                  satisfaction of the Acquisition Loan must not exceed the
                  amount of the default. If the lender is a Disqualified Person,
                  the Acquisition Loan shall provide for the transfer of Plan
                  assets upon default only upon and to the extent of the failure
                  of the Plan to meet the repayment schedule of the loan.

            (vi)  Any Acquisition Loan shall provide for a reasonable rate of
                  interest, taking into account all relevant factors.

            (vii) Any Acquisition Loan shall provide for a release from
                  encumbrance of shares of Company Stock held as collateral as
                  of each Anniversary Date equal to the number of encumbered
                  shares of Company Stock held immediately before the release,
                  multiplied by a fraction. The numerator of the fraction is the
                  amount of principal and interest paid during the Plan Year.
                  The denominator of the fraction is the sum of the principal
                  and interest to be paid in all future years without taking
                  into account any possible extensions of the loan. If a
                  variable rate of interest is used, the calculation of the
                  denominator shall be based upon the rate applicable as of the
                  end of the Plan Year in question. Release of shares of more
                  than one class shall be made on a pro rata basis applying such
                  fraction.

            (viii)Any Acquisition Loan shall call for a definitely determinable
                  period of repayment and may not be payable at the demand of
                  any person except in the case of default.


                                       21
<PAGE>

            (ix)  The Trustee shall comply with all requirements under Code
                  Section 4975 and the applicable Treasury regulations to assure
                  that the loan qualifies as an Acquisition Loan.

            (x)   Notwithstanding that this Plan ceases to be an employee stock
                  ownership plan, Company Stock acquired with the proceeds of an
                  Acquisition Loan will continue, after the Trustee repays the
                  loan, to be subject to the provisions of Treasury Regulations
                  Sections 54.4975-7(b)(4), (10), (11) and (12) relating to put,
                  call or other options and to buy-sell or similar arrangements,
                  except to the extent those regulations are inconsistent with
                  Code Section 409(h)."


      IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized and empowered officer of the Employer, this 3rd day of May, 2000.

                                    EMPLOYER:

                                    CHEMFIRST INC.

                                    By: /s/ William B. Kemp, Jr.
                                        ------------------------


                                    TRUSTEE:

                                    CHARLES SCHWAB TRUST COMPANY

                                    By: /s/ Lisa DeMattei
                                        ------------------------


                                       22
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FOURTH AMENDMENT TO CHEMFIRST 401(K)
<TEXT>


EXHIBIT 4.10

                               FOURTH AMENDMENT TO
                                 CHEMFIRST INC.
           401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

      THIS AMENDMENT, effective as specifically stated herein, is made by
CHEMFIRST INC., a Business Corporation, having its principal office in Jackson,
Mississippi (hereinafter referred to as "Employer").

                                R E C I T A L S:

      A. WHEREAS, the Employer has previously established the ChemFirst Inc.
401(k) Savings and Employee Stock Ownership Plan and Trust ("Plan and Trust")
for the benefit of those employees who qualify thereunder and for their
beneficiaries; and

      B. WHEREAS, the accounts of certain Participants consist in part of shares
of stock in Placer Dome Corporation and/or Mississippi Chemical Corporation,
which were acquired at a time when such corporations and/or their affiliates
within merger, Getchell Gold Corporation and First Mississippi Corporation,
respectively, were members of the same Controlled Group (within the meaning of
Code Section 414(b) as the Employer; and

      C. WHEREAS, the Employer has appointed Fidelity Trust Company as successor
trustee to Charles Schwab Trust Company; and

      D. WHEREAS, shares of stock in Placer Dome Corporation and Mississippi
Chemical Corporation will no longer be permissible investments upon Fidelity
Trust Company succeeding as Trustee; and

      E. WHEREAS, the Employer desires to amend the Plan and Trust, prior to the
transfer of Plan assets to Fidelity Trust Company, to permit Participants who
meet the requirements set forth below, and who wish to retain ownership of
shares in Placer Dome Corporation and/or Mississippi Chemical Corporation, to
elect to withdraw such shares in a manner that is consistent with the
requirements under the Internal Revenue Code of 1986, as amended, and the
regulations and rulings promulgated thereunder;

      NOW, THEREFORE, pursuant to Section 10.01 of the Plan and Trust, the
following amendment is hereby made and shall be effective as specifically stated
herein:

      1. Effective as of the execution date specified below, Section 3.03(b) of
the Plan is amended by the addition of the following provision:

      For the period commencing with the date of execution of this amendment and
continuing until September 5, 2000, a Participant may elect, subject to the
limitations below, an in-service withdrawal of the shares of stock in Placer
Dome Corporation and/or Mississippi Chemical


                                       23
<PAGE>

Corporation held for the Participant's benefit in the Plan. Such election shall
be subject to the following:

            (1) The amount of shares which shall be withdrawn pursuant to such
      election shall be equal to the least of (i) such Participant's vested
      interest in his Company Matching Contributions Account, (ii) the amount
      attributable to Company Matching Contributions made prior to July 31,
      1998, or (iii) the number of shares in Placer Dome Corporation and/or
      Mississippi Chemical Corporation held for the benefit of such Participant;

            (2) The Participant must complete a written election to withdraw
      and/or elect a Direct Rollover (as herein defined) no later than September
      5, 2000. Any election for less than the entire amount described in (1)
      above shall be invalid.

            (3) A Participant shall be limited to electing either an in-kind
      lump sum distribution and/or a direct rollover of such shares subject,
      however, to the limitations otherwise applicable herein.

            (4) The Trustee shall effect the timely and valid election of a
      Participant as soon as administratively feasible following September 5,
      2000.

      2. Section 11.04 of the Plan and Trust shall be amended by the addition of
the following provision:

            (o) Effective September 5, 2000, shares of stock in Placer Dome
      Corporation and Mississippi Chemical Corporation will no longer be
      permissible investments. Notwithstanding any Participant investment
      direction, as soon as administratively feasible after September 5, 2000,
      any shares of stock in Placer Dome Corporation and Mississippi Chemical
      Corporation held in the Trust Fund which are not subject to an in-service
      withdrawal election under Section 3.03(b) above shall be sold by the
      Trustee. The Trustee shall reinvest the proceeds from the sale of such
      shares as directed by the Plan Administrator, pending investment direction
      of the Participant.

      IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized and empowered officer of the Employer, this 5th day of September,
2000.

                                    EMPLOYER:

                                    CHEMFIRST INC.


                                    By: /s/ William B. Kemp, Jr.
                                        ------------------------


                                       24
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>DETERMINATION LETTER FROM THE IRS
<TEXT>


EXHIBIT 5.1

INTERNAL REVENUE SERVICE                        DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201

                                          Employer Identification Number:
Date:  June 23, 2000                       64-0679456
                                          DLN:
ChemFirst Inc.                             17007266007039
C/O E. Phillip Bush, Esq.                 Person to Contact:
LOCKE, LIDDELL & SAPP, L.L.P.              RUDOLPH A. BOLDREGHINI      ID# 31070
2200 ROSS AVENUE, SUITE 2200              Contact Telephone Number:
DALLAS, TX 75202-6776                      (877) 829-5500
                                          Plan Name:
                                           CHEMFIRST INC. 401(K) SAVINGS AND
                                           ESOP
                                          Plan Number:  002

Dear Applicant:

      We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

      Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

      The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

      This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statues.

      This determination is subject to your adoption of the proposed amendments
submitted in your letter dated April 7, 2000. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).

      This determination letter is applicable for the amendment(s) executed on
December 2, 1997.

      This determination letter is applicable for the amendment(s) dated on
December 31, 1998.

      This plan satisfies the requirements of Code section 4975(e) (7).


                                       25
<PAGE>

      This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.

      This plan satisfies the nondiscrimination in amount requirement of section
1.401(a) (4)-1(b) (2) of the regulations on the basis of a design-based safe
harbor described in the regulations.

      This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a) (4)-4 (b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410 (b) of the Code.

      This letter considers the changes in the qualifications requirements made
by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, and the Taxpayer
Relief Act of 1997 Pub. L. 105-34, and the changes in the qualifications
requirements made by the Small Business Job Protection Act of 1996, Pub. L.
104-188, that are effective before the first day of the first plan year
beginning after December 31, 1998.

      The information on the enclosed Publication 794 is an integral part of
this determination. Please be sure to read and keep it with this letter.

      The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

      The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

      We have sent a copy of this letter to your representative as indicated in
the power of attorney.

      If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                          Sincerely yours,


                                          Carol D. Gold
                                          Director, Employee Plans

Enclosures:
Publication 794
Addendum

ChemFirst Inc.

This letter supersedes our letter dated on or about April 19, 2000. This
determination letter is also applicable to the amendment dated July 1, 1999.


                                       26
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>


EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
ChemFirst Inc.

We consent to the use of our report incorporated herein by reference.


Jackson, Mississippi                            KPMG LLP
November 28, 2000

                                       27
</TEXT>
</DOCUMENT>
</SUBMISSION>
