Chemfirst Inc – ‘11-K’ for 12/31/98

On:  Tuesday, 6/29/99   ·   For:  12/31/98   ·   Accession #:  950134-99-5764   ·   File #s:  1-12547, 333-35221   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 5/1/02 by the SEC on 5/1/02. ®

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Annual Report of an Employee Stock Purchase, Savings or Similar Plan   —   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Form11-Kfor Fiscal Year End December 31, 1998         24    102K 
 2: EX-23.1     Consentofindependent Public Accountants                1      7K 

11-K   —   Form11-Kfor Fiscal Year End December 31, 1998
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549

 FORM 11-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES              
EXCHANGE ACT OF 1934 [FEE REQUIRED]                           

For the period ended December 31, 1998                        

OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES          
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]                        

      For the transition period from ________________ to _________________

ChemFirst Inc. Commission file number 333-157-89                                

CHEMFIRST INC.
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
700 North Street
Post Office Box 1249
 Jackson, Mississippi 39215-1249

CHEMFIRST INC.
700 North Street
Post Office Box 1249
 Jackson, Mississippi 39215-1249

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

Financial Statements and Schedules

 December 31, 1998, 1997, 1996 and June 30, 1996

 (With Independent Auditors' Report Thereon)

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

 Index to Financial Statements and Schedules

Independent Auditors' Report                                                    

Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997

Statements of Changes in Net Assets Available for Benefits for the years ended  
December 31, 1998 and 1997, six months ended December 31, 1996, and year ended  
June 30, 1996                                                                   

Notes to Financial Statements                                                   

Supplemental Schedules:                                                         

I.   Item 27a - Schedule of Assets Held for Investment Purposes as of December  
31, 1998                                                              

II.  Item 27d - Schedule of Reportable Transactions for the year ended December 
31, 1998                                                              

All other schedules are omitted because they are not required under Department  
of Labor Regulations.                                                           

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INDEPENDENT AUDITORS' REPORT

The Employee Benefits Committee                                                 
ChemFirst Inc.:                                                                 

We have audited the financial statements of ChemFirst Inc. 401(k) Savings and   
Employee Stock Ownership Plan (the Plan) as listed in the accompanying index.   
These financial statements are the responsibility of the Plan's management. Our 
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the net assets available for benefits of ChemFirst Inc.  
401(k) Savings and Employee Stock Ownership Plan as of December 31, 1998 and    
1997 and the changes in net assets available for benefits for the years ended   
December 31, 1998 and 1997, six months ended December 31, 1996, and year ended  
June 30, 1996 in conformity with generally accepted accounting principles.      

Our audits were performed for the purpose of forming an opinion on the basic    
financial statements taken as a whole. The supplemental schedules are not a     
required part of the basic financial statements but are supplementary           
information required by the Department of Labor's Rules and Regulations for     
Reporting and Disclosure under the Employee Retirement Income Security Act of   
1974. These supplemental schedules are the responsibility of the Plan's         
management. The supplemental schedules have been subjected to the auditing      
procedures applied in the audits of the basic financial statements and, in our  
opinion, are fairly stated in all material respects in relation to the basic    
financial statements taken as a whole.                                          

                           /s/ KPMG Peat Marwick LLP

June 18, 1999                                                                   

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

 Statements of Net Assets Available for Benefits

December 31, 1998 and 1997

                                                        [Enlarge/Download Table]

                                                                        1998         1997    
                                                                     -----------  -----------
                                                                                             
Investments:                                                                                 
    Mutual funds, at fair value (cost $35,298,195                                            
       and $30,547,600, respectively)                                $37,976,352   32,487,121
    Participant loans, at cost which approximates                                            
       fair value                                                      2,113,205    2,026,549
    ChemFirst Inc. common stock, at fair value                                               
       (cost $7,968,854 and $7,223,665, respectively)                                        
       (note 1(a))                                                     9,207,944   13,151,307
    Getchell Gold Corporation common stock,                                                  
       at fair value (cost $547,614 and $680,324,                                            
       respectively) (note 1(a))                                       2,040,317    2,299,203
    Mississippi Chemical Corporation common stock,                                           
       at fair value (cost $952,218 and $1,285,618,                                          
       respectively) (note 1(a))                                         574,518    1,000,374
                                                                     -----------  -----------
                   Total investments                                  51,912,336   50,964,554

Receivables:                                                                                 
    Employers' contributions                                             374,399      319,901
    Participants' contributions                                          273,037      239,013
                                                                     -----------  -----------
                   Total employers' and participants' contributions      647,436      558,914

    Due from participants                                                   --            770
                                                                     -----------  -----------
                   Total receivables                                     647,436      559,684
                                                                     -----------  -----------

                   Net assets available for benefits                 $52,559,772   51,524,238
                                                                     ===========  ===========

See accompanying notes to financial statements.                                 

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

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 1998 and 1997, six months ended
December 31, 1996, and year ended June 30, 1996 

                                                        [Enlarge/Download Table]

                                               YEAR ENDED     YEAR ENDED    SIX MONTHS ENDED     YEAR ENDED 
                                              DECEMBER 31,   DECEMBER 31,     DECEMBER 31,        JUNE 30,  
                                                  1998           1997             1996              1996    
                                              ------------   ------------   ----------------    ------------
                                                                                                            
Contributions (note 6):                                                                                     
    Participants                              $  3,062,823      2,538,650        1,261,378       2,411,273  
    Employers                                    1,879,664      1,582,170          698,150       1,366,279  
                                              ------------   ------------     ------------    ------------  
                Total contributions              4,942,487      4,120,820        1,959,528       3,777,552  
                                              ------------   ------------     ------------    ------------  

Net investment income:                                                                                      
    Interest income                                205,011        180,292           86,126         125,679  

    Dividend income:                                                                                        
      ChemFirst Inc. common stock                  187,617        185,331           56,836         102,070  
      Mississippi Chemical Corporation                                                                      
        common stock                                19,408         32,507             --              --    
      Mutual funds                               2,568,072      3,667,340        1,743,620       1,664,078  
                                              ------------   ------------     ------------    ------------  
                Total dividend income            2,775,097      3,885,178        1,800,456       1,766,148  

    Realized gains (losses) on investments,                                                                 
      net (note 5):                                                                                         
        Mutual funds                               414,069        609,712          789,885         578,166  
        ChemFirst Inc. common stock                440,434        916,031        1,441,326         861,525  
        Getchell Gold Corporation                                                                           
           common stock                            220,096        544,213          510,129       1,384,241  
        Mississippi Chemical Corporation                                                                    
           common stock                            (47,487)       (73,169)            --              --    
                                              ------------   ------------     ------------    ------------  
                Net realized gains               1,027,112      1,996,787        2,741,340       2,823,932  
                                              ------------   ------------     ------------    ------------  

    Unrealized appreciation (depreciation)                                                                  
      of investments, net (note 8)              (4,168,548)      (297,879)         696,374         969,120  

    Advisory fees                                  (79,692)      (133,698)         (21,489)       (109,095) 
                                              ------------   ------------     ------------    ------------  
                Net investment income (loss)      (241,020)     5,630,680        5,302,807       5,575,784  
                                              ------------   ------------     ------------    ------------  

Rollovers (note 7)                                 770,718        522,231          351,534         240,514  

Transfers of ESOP participant account                                                                       
    balances (note 1(b))                              --        3,432,074             --              --    

Transfers from PCS Phosphates, Inc.                                                                         
    Employee Savings Plan (note 7)                    --             --               --           133,944  

Withdrawals and terminations, net                                                                           
    of forfeitures                              (4,436,651)    (2,903,167)      (1,563,277)     (1,870,551) 

Transfer of Getchell Gold Corporation                                                                       
    participant account balances (note 1(a))          --             --               --        (3,084,813) 

Transfer of fertilizer business participant                                                                 
    account balances (note 1(a))                      --       (2,826,097)            --              --    
                                              ------------   ------------     ------------    ------------  
                Net increase in assets                                                                      
                available for benefits           1,035,534      7,976,541        6,050,592       4,772,430  

Net assets available for benefits:                                                                          
    Beginning of period                         51,524,238     43,547,697       37,497,105      32,724,675  
                                              ------------   ------------     ------------    ------------  

    End of period                             $ 52,559,772     51,524,238       43,547,697      37,497,105  
                                              ============   ============     ============    ============  

See accompanying notes to financial statements.                                 

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

 Notes to Financial Statements

December 31, 1998 and 1997

(1)    DESCRIPTION OF PLAN                                                      

     The following description of ChemFirst Inc. 401(k) Savings and Employee
Stock Ownership Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for more complete 
information.                                                      

(a)    CHANGE IN ORGANIZATION OF PLAN'S SPONSOR                   

              In December 1996, First Mississippi Corporation contributed all of
         its assets and subsidiaries, other than those relating to its
              fertilizer business, to ChemFirst Inc. (the Company or ChemFirst),
    which at the time was a wholly-owned subsidiary of First
             Mississippi Corporation and had engaged in no business activities
              during the previous five years. First Mississippi Corporation then
             spun off ChemFirst Inc. in a tax-free distribution of ChemFirst's
              common stock to First Mississippi Corporation's shareholders. This
           distribution occurred immediately before and in connection with
           the merger of First Mississippi Corporation with a wholly-owned
            subsidiary of Mississippi Chemical Corporation (MCC) on December
            24, 1996. The merger consideration consisted of 0.3340026 shares
        of MCC stock in exchange for each share of First Mississippi
        Corporation stock. Cash was paid in settlement of fractional
       shares. In addition, First Mississippi Corporation debt was
           refinanced and increased to approximately $150,000,000 and then
        assumed by MCC. After the refinancing and payment of certain
          expenses, cash of approximately $50,000,000 was transferred to
             ChemFirst. These transactions were accounted for as a disposal of
          the fertilizer business of First Mississippi Corporation and a
       name change to ChemFirst Inc. The name of the Plan was also
          changed and the Plan's fiscal year was changed from June 30 to
December 31.                                        

       Receipt of the MCC shares in exchange for First Mississippi
             Corporation stock resulted in a realized gain of $1,513,202 based
            on the excess of the fair value of the shares on the date of the
        exchange over their apportioned cost. In connection with the
          spin-off, some of the participant accounts of employees of the
           fertilizer business, which was acquired by Mississippi Chemical
    Corporation, were transferred from the Plan during 1997.

            On October 20, 1995, First Mississippi distributed its shares of
              Getchell Gold Corporation to the First Mississippi shareholders in
        a spin-off transaction. In connection with the spin-off, the
          participant accounts of employees of Getchell Gold Corporation
         were transferred from the Plan during the year ended June 30,
1996.                                               

(b)    GENERAL                                                    

           The ChemFirst Inc. 401(k) Savings Plan became effective July 1,
         1974. The ChemFirst Inc. Employee Stock Ownership Plan became
             effective January 1, 1978. The two plans were merged and restated
             as the ChemFirst Inc. 401(k) Savings and Employee Stock Ownership
          Plan effective January 1, 1997. The 401(k) Savings Plan is the
surviving plan.                                     

                                                                     (Continued)

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

 Notes to Financial Statements

December 31, 1998 and 1997

             The Plan is a defined contribution plan subject to the provisions
           of the Employee Retirement Income Security Act of 1974 (ERISA).
        The Plan currently covers substantially all employees of the
Company and its subsidiaries.                       

(c)    PARTICIPATION                                              

           Effective January 1, 1998, an employee becomes a participant in
              the Plan on the first day of employment. Prior to January 1, 1998,
            an employee was eligible to participate in the Plan on the first
      day of the month which coincided with or next followed the
             completion of six months of employment. Also effective January 1,
            1998, the Plan is available to all regular employees, defined as
      employees (whether full-time or part-time) hired to fill a
            specific position on a permanent basis and for whom the employer
           annually budgets compensation and benefits. Prior to January 1,
        1998, the Plan was available to all employee classifications
          except leased employees, temporary employees, and members of a
       legally recognized collective bargaining unit not expressly
           granted permission to participate. Temporary employees included
             co-op students and persons hired for a specific period of time, a
specific project, or group of assignments.          

(d)    CONTRIBUTIONS                                              

          The 401(k) provisions of the Plan allow deferral of tax by the
          participants on their contributions and earnings thereon. Plan
          participants may elect to contribute from 1% to 15% of monthly
        base pay to the Plan, subject to regulatory limitations. The
          Company matches these 401(k) contributions up to 4% of monthly
              base pay. At December 31, 1998, 1997, and 1996, and June 30, 1996,
   849, 809, 925, and 924 participants, respectively, were
participating in the Plan.                          

             Additionally, the Company may elect to make a contribution to the
           Plan under the employee stock ownership provisions of the Plan.
      The contribution, if any, will be an amount determined and
           authorized by the Board of Directors of the Company and will be
              allocated by the ratio of each eligible participant's compensation
   to the total compensation of all eligible participants.

(e)    INVESTMENT OPTIONS                                         

         Participants may elect to have their 401(k) contributions and
         allocated earnings thereon invested in any combination of the
following investment programs:                      

               (i)    Capital Preservation Fund - Seeks to provide maximum
                         current income that is consistent with the preservation
of capital.                   
                (ii)   Short-term Stability Fund - Seeks to preserve capital
               and modestly out perform inflation over time.
              (iii)  Mid-term Balanced Fund - Seeks income and long-term
                      growth of principal and income through investment in
          U.S. and international stocks and bonds.
                  (iv)   Long-term Growth Fund - Seeks growth potential over the
                 long-term by investing in stocks of larger U.S.
           corporations and international companies.

                                                                     (Continued)

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

 Notes to Financial Statements

December 31, 1998 and 1997

                 (v)    Aggressive Growth Fund - Primarily invests in small to
                    medium size companies, including emerging markets.
            (vi)   ChemFirst Inc. common stock (includes Mississippi
                 Chemical Corporation common stock subsequent to
     December 23, 1996 - see note 1(a)).
                (vii)  Getchell Gold Corporation common stock (as of October
                 20, 1995, participants could no longer elect to
                         allocate new contributions to this investment program -
see note 1(a)).               

      Any contributions for which a participant does not make an
         investment election are deposited in the Short-term Stability
Fund.                                               

              Employee Stock Ownership Plan (ESOP) contributions are invested in
ChemFirst Inc. common stock.                        

(f)    LOANS                                                      

             The Plan provides for participant loans. A participant can borrow
             up to 50% of the participant's vested 401(k) account balance, not
             to exceed $50,000 less the participant's highest outstanding loan
              balance during the previous twelve months. The minimum loan amount
      is $1,000 per loan, and three loans per participant may be
      outstanding at any time. The interest rate charged on loan
         balances is equal to the prime rate plus 1%, and the interest
       charged is credited to the borrowing participant's account.
         Maturities cannot exceed five years, except for loans made to
           purchase a primary residence, in which case the maturity cannot
            exceed 10 years. The participant must pay a $50 set-up fee and a
$2.50 monthly administrative fee for each loan.     

            In addition to the investment options listed above, the Employee
    Benefits Committee may authorize establishing additional
     investment options consisting of such other securities or
          professionally managed funds as may be determined by unanimous
      action of the Committee. Notice of any such action must be
           communicated in writing to each participant. The following is a
            summary of the number of participants whose 401(k) contributions
are invested in each investment option:             

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

 Notes to Financial Statements

December 31, 1998 and 1997

                                                        [Enlarge/Download Table]

                                                             PARTICIPANTS' CONTRIBUTIONS                                      
                         ---------------------------------------------------------------------------------------------------- 
                                                                                                                GETCHELL GOLD 
                           CAPITAL        SHORT-TERM    MID-TERM    LONG-TERM    AGGRESSIVE    CHEMFIRST INC.    CORPORATION  
                         PRESERVATION      STABILITY    BALANCED     GROWTH        GROWTH         COMMON            COMMON    
                             FUND            FUND         FUND        FUND          FUND           STOCK            STOCK     
                         -------------    ----------    --------    ---------    ----------    --------------    ------------ 
                                                                                                                              
Number of participants:                                                                                                       
    December 31, 1998               57           459         547          746           234               439              184
    December 31, 1997               34           458         487          654           164               394              207
    December 31, 1996               30           596         507          657            44               401              260
    June 30, 1996                   27           684         500          635            --               384              293

                                                        [Enlarge/Download Table]

                                                                EMPLOYERS' CONTRIBUTIONS                                      
                         ---------------------------------------------------------------------------------------------------- 
                                                                                                                GETCHELL GOLD 
                           CAPITAL        SHORT-TERM    MID-TERM    LONG-TERM    AGGRESSIVE    CHEMFIRST INC.    CORPORATION  
                         PRESERVATION      STABILITY    BALANCED     GROWTH        GROWTH         COMMON            COMMON    
                             FUND            FUND         FUND        FUND          FUND           STOCK            STOCK     
                         -------------    ----------    --------    ---------    ----------    --------------    ------------ 
                                                                                                                              
Number of participants:                                                                                                       
    December 31, 1998               57           489         550          744           235               445              201
    December 31, 1997               35           485         487          656           164               404              230
    December 31, 1996               31           622         510          666            44               414              286
    June 30, 1996                   27           695         502          640            --               411              321

(g)    PARTICIPANT ACCOUNTS                                       

              Individual accounts are maintained for each participant to reflect
           the participant's contributions, related matching contribution,
       and allocated earnings or loss thereon. The fund investment
             options selected by participants allocate income or loss based on
           participant shares held in a particular fund investment option.
              The benefit to which a participant is entitled is the benefit that
          can be provided from the participant's vested account balance.

(h)    VESTING                                                    

             Participants' 401(k) contributions and allocated earnings thereon
           are fully vested at all times and are not subject to forfeiture
         for any reason. Employers' 401(k) contributions and allocated
           earnings thereon fully vest after a participant completes three
              years of service or upon a participant's retirement, disability or
death, whichever occurs first.                      

         Prior to January 1, 1997, participants' ESOP account balances
            vested 10% after 1 year of service, 25% after 2 years of service
         and 100% after 3 years of service. Beginning January 1, 1997,
              participants' ESOP account balances fully vest after a participant
completes three years of service.                   

(i)    FORFEITURES                                                

 A participant's forfeiture of their employers' 401(k)
           contributions may be used to pay plan expenses and/or to reduce
    employers' 401(k) contributions in the year in which the
forfeitures are determined to occur.                

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

 Notes to Financial Statements

December 31, 1998 and 1997

             A participant's forfeiture of their ESOP account balances is used
           to reduce the Company's ESOP contributions in the year in which
the forfeitures are determined to occur.            

(j)    BENEFITS                                                   

             Benefits are generally payable on termination, retirement, death,
      or disability. Benefits may be paid by either (a) lump-sum
          payment, (b) deferred payment, or (c) installment payments, as
     requested by the participant. The benefit payment options
             available to participants depend on the reason for the separation
from service.                                       

(k)    ADMINISTRATIVE EXPENSES                                    

             Administrative expenses, with the exception of advisory fees, are
       generally paid by the Company, but may be paid by the Plan.
             Advisory fees are for the management of the mutual funds in which
plan assets are invested and are paid by the Plan.  

(l)    RECLASSIFICATIONS                                          

             Certain prior year amounts have been reclassified to conform with
the current year presentation.                      

(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

(a)    BASIS OF PRESENTATION                                      

       The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting.        

(b)    DIVIDENDS                                                  

       Dividend income is recorded as of the dividend record date.

(c)    INVESTMENTS                                                

         Investments in cash and participant loans are stated at cost,
         which approximates fair value. Investments in ChemFirst Inc.,
           Getchell Gold Corporation, and Mississippi Chemical Corporation
              common stocks and mutual funds are stated at quoted market values.
              Investment transactions are accounted for on the trade-date basis.

           The Plan does not require any collateral or other security from
the trustee to support the investments.             

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

 Notes to Financial Statements

December 31, 1998 and 1997

(d)    USE OF ESTIMATES                                           

      The preparation of financial statements in conformity with
           generally accepted accounting principles requires management to
              make estimates and assumptions that affect the reported amounts of
        net assets and changes therein, and disclosure of contingent
          assets and liabilities. Actual results could differ from those
estimates.                                          

(e)    INCOME TAXES                                               

        In a determination letter dated April 22, 1998, the Internal
             Revenue Service held that the Plan is exempt from income taxes in
         accordance with applicable provisions of the Internal Revenue
             Code. It also held that participant income taxes on contributions
            and earnings are deferred until such amounts are received by the
participant or a beneficiary.                       

           The Plan has been amended since the effective date of the April
          22, 1998, determination letter. The amended Plan documents are
           being submitted to the Internal Revenue Service for a letter of
           determination that the Plan continues to qualify as exempt from
             Federal taxes. In the opinion of the Plan Administrator, the Plan
          has operated within the terms of the Plan and is qualified and
            exempt under the applicable requirements of the Internal Revenue
Code.                                               

(f)    SALES OF INVESTMENTS                                       

             The cost of stock and mutual fund shares sold is determined based
            on the average cost of the shares. The cost of other investments
     is determined based on the individual cost of each issue.

(g)    PAYMENT OF BENEFITS                                        

Benefits are recorded when paid.                    

(3)    VOTING RIGHTS                                                            

       All common stock allocated to participants' accounts carries with it full
   voting privileges and any other rights that the stock might have. The
     Trustee votes such stock in accordance with the written instructions of
       the participants. Unallocated stock is voted by the Trustee as instructed
by the Employee Benefits Committee.                               

(4)    ACQUISITION LOANS                                                        

      The Trustee may incur acquisition loans from time to time to finance the
     acquisition of ChemFirst Inc. common stock (ESOP financed shares) or to
repay a prior acquisition loan. Acquisition loans are to be for a 
      specific term, bear a reasonable rate of interest and are not payable on
       demand except in the event of default. An acquisition loan may be secured
only by a pledge of the shares acquired.                          

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

 Notes to Financial Statements

December 31, 1998 and 1997

    Financed shares are allocated to the participants only as payments are
made on the acquisition loan.                                     

      As of December 31, 1998 and 1997, no acquisition loans had been incurred
by the Plan.                                                      

(5)    INVESTMENT SALES                                                         

     A summary follows of net realized gains on sales of investments for the
   years ended December 31, 1998 and 1997, six months ended December 31,
1996, and year ended June 30, 1996:                               

                                                                [Download Table]

                                    PROCEEDS                 NET REALIZED
                                  FROM SALES       COST          GAINS   
                                 ------------  ------------  ------------
                                                                         
December 31, 1998                                                        
    Common stock                 $  2,016,554     1,403,511       613,043
    Mutual funds                    9,812,895     9,398,826       414,069
                                 ------------  ------------  ------------

                                 $ 11,829,449    10,802,337     1,027,112
                                 ============  ============  ============

December 31, 1997                                                        
    Common stock                 $  3,621,693     2,234,618     1,387,075
    Mutual funds                   12,774,245    12,164,533       609,712
                                 ------------  ------------  ------------

                                 $ 16,395,938    14,399,151     1,996,787
                                 ============  ============  ============

December 31, 1996                                                        
    Common stock                 $  1,199,418       456,827       742,591
    Mutual funds                   18,779,705    17,989,820       789,885
                                 ------------  ------------  ------------

                                 $ 19,979,123    18,446,647     1,532,476
                                 ============  ============              
    Gain recognized on exchange                                          
       for MCC shares (note 1)                                  1,208,864
                                                             ------------
                                                             $  2,741,340
                                                             ============

June 30, 1996                                                            
    Common stock                 $  4,995,315     2,749,549     2,245,766
    Mutual funds                   10,885,936    10,307,770       578,166
                                 ------------  ------------  ------------

                                 $ 15,881,251    13,057,319     2,823,932
                                 ============  ============  ============

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

 Notes to Financial Statements

December 31, 1998 and 1997

(6)    PARTICIPANTS' AND EMPLOYERS' 401(k) AND ESOP CONTRIBUTIONS               

A summary follows of contributions by company for the years ended 
      December 31, 1998 and 1997, six months ended December 31, 1996, and year
ended June 30, 1996:                                              

                                                                [Download Table]

                                   PARTICIPANTS'   EMPLOYERS'  
                                   CONTRIBUTIONS  CONTRIBUTIONS
                                   -------------  -------------
                                                               
December 31, 1998                                              
    ChemFirst Inc.                 $     406,543        246,998
    First Chemical Corporation           951,337        530,221
    Plasma Energy Corporation             24,789         12,902
    Quality Chemicals, Inc.              408,413        289,504
    FirstMiss Steel Inc.                 171,030        112,591
    EKC Technology, Inc.                 347,205        195,407
    Callidus Technologies, Inc.          753,506        492,041
                                   -------------  -------------

                                   $   3,062,823      1,879,664
                                   =============  =============

December 31, 1997                                              
    ChemFirst Inc.                 $     332,091        212,204
    First Chemical Corporation           790,443        455,124
    Plasma Energy Corporation             68,653         37,961
    Quality Chemicals, Inc.              373,405        253,225
    FirstMiss Steel Inc.                 143,018        100,204
    EKC Technology, Inc.                 215,716        117,703
    Plasma Processing Corporation          9,881          6,681
    Callidus Technologies, Inc.          605,443        399,068
                                   -------------  -------------

                                   $   2,538,650      1,582,170
                                   =============  =============

December 31, 1996                                              
    ChemFirst Inc.                 $     162,212         95,460
    First Chemical Corporation           328,446        177,827
    Plasma Energy Corporation             41,900         21,893
    Quality Chemicals, Inc.              171,448        102,812
    FirstMiss Steel Inc.                  70,359         41,972
    AMPRO Fertilizer, Inc.                99,177         44,871
    EKC Technology, Inc.                  82,908         35,873
    Plasma Processing Corporation         41,056         23,678
    Callidus Technologies, Inc.          263,872        153,764
                                   -------------  -------------

                                   $   1,261,378        698,150
                                   =============  =============

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

 Notes to Financial Statements

December 31, 1998 and 1997

(6),   CONTINUED                                                                

                                                                [Download Table]

                                   PARTICIPANTS'    EMPLOYERS' 
                                   CONTRIBUTIONS  CONTRIBUTIONS
                                   -------------  -------------
                                                               
June 30, 1996                                                  
    First Mississippi Corporation  $     307,472        185,292
    First Chemical Corporation           603,108        339,862
    Getchell Gold Corporation            133,022         68,514
    Plasma Energy Corporation             82,786         42,062
    Quality Chemicals, Inc.              334,447        198,847
    FirstMiss Steel Inc.                 137,734         83,246
    AMPRO Fertilizer, Inc.               160,017         75,243
    EKC Technology, Inc.                 161,603         73,043
    Plasma Processing Corporation        103,875         63,533
    Callidus Technologies, Inc.          387,209        236,637
                                   -------------  -------------

                                   $   2,411,273      1,366,279
                                   =============  =============

(7)    ROLLOVERS AND TRANSFERS                                                  

 During the years ended December 31, 1998 and 1997, six months ended
December 31, 1996, and the year ended June 30, 1996, assets and   
       participant accounts were rolled over or transferred from other qualified
employee benefit plans to the Plan as follows:                    

                                                        [Enlarge/Download Table]

                                YEAR ENDED     YEAR ENDED   SIX MONTHS ENDED   YEAR ENDED 
                                DECEMBER 31,  DECEMBER 31,     DECEMBER 31,    JUNE 30,   
                                   1998           1997           1996              1996   
                               ------------   ------------    ------------    ------------
                                                                                          
ChemFirst Inc.                 $      2,065          2,224           4,529          76,919
First Chemical Corporation           30,113        153,165          91,626          18,926
Plasma Energy Corporation              --           39,948            --            30,813
Quality Chemicals, Inc.              27,486           --              --             5,088
FirstMiss Steel Inc.                  3,568         59,897          61,844           3,006
EKC Technology, Inc.                394,903          9,669            --            34,857
Plasma Processing Corporation          --             --              --                77
Callidus Technologies, Inc.         312,583        257,328         193,535          70,828
                               ------------   ------------    ------------    ------------

                               $    770,718        522,231         351,534         240,514
                               ============   ============    ============    ============

In April 1996, ChemFirst Inc. obtained a 50% interest in FirstMiss
     Fertilizer, LP, an ammonia storage terminal facility. As a part of this
      acquisition, seven employees were hired from the seller of the facility.
       A "plan-to-plan" transfer of these employees' account balances (including
loan balances) aggregating $133,944 was completed between the PCS 
Phosphates, Inc. Employee Savings Plan and the Plan.              

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

 Notes to Financial Statements

December 31, 1998 and 1997

(8)    UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS                    

 During the years ended December 31, 1998 and 1997, six months ended
      December 31, 1996, and year ended June 30, 1996, unrealized appreciation
(depreciation) of the Plan's investments was as follows:          

                                                        [Enlarge/Download Table]

                                   YEAR ENDED     YEAR ENDED    SIX MONTHS ENDED  YEAR ENDED   
                                  DECEMBER 31,   DECEMBER 31,      DECEMBER 31,     JUNE 30,   
                                      1998           1997             1996            1996     
                                  ------------   ------------     ------------    ------------ 
                                                                                               
Mutual funds                      $    738,636        551,628         (496,629)        768,018 
ChemFirst Inc. common stock         (4,688,552)     1,362,994          542,862      (1,328,202)
Getchell Gold Corporation common                                                               
   stock                              (126,176)    (1,869,383)         602,177       1,529,304 
Mississippi Chemical Corporation                                                               
   common stock                        (92,456)      (343,118)          47,964            --   
                                  ------------   ------------     ------------    ------------ 

                                  $ (4,168,548)      (297,879)         696,374         969,120 
                                  ============   ============     ============    ============ 

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

 Notes to Financial Statements

December 31, 1998 and 1997

(9)    INVESTMENT OPTION ALLOCATION                                             

      The allocation of net assets available for benefits to investment option
as of December 31, 1998 and 1997 follows:                         

                                                        [Enlarge/Download Table]

                                                  CAPITAL       SHORT-TERM    MID-TERM      LONG-TERM     AGGRESSIVE  
                                                PRESERVATION     STABILITY    BALANCED        GROWTH        GROWTH    
                                                    FUND           FUND          FUND          FUND          FUND     
                                                ------------   -----------   ------------  ------------  ------------ 
                                                                                                                      
December 31, 1998                                                                                                     
  Mutual funds                                  $  1,094,822     5,661,904     10,494,318    19,363,718     1,361,590 
  Participant loans                                   91,793       816,991        803,780       494,560         8,065 
  ChemFirst Inc. common stock                             --            --             --            --            -- 
  Getchell Gold Corporation                                                                                           
    common stock                                          --            --             --            --            -- 
  Mississippi Chemical Corporation                                                                                    
    common stock                                          --            --             --            --            -- 
                                                ------------   -----------   ------------  ------------  ------------ 
             Total investments                     1,186,615     6,478,895     11,298,098    19,858,278     1,369,655 

  Contributions receivable                            14,775        43,009        101,702       194,283        38,118 
                                                ------------   -----------   ------------  ------------  ------------ 
             Net assets available for benefits  $  1,201,390     6,521,904     11,399,800    20,052,561     1,407,773 
                                                ============   ===========   ============  ============  ============ 

December 31, 1997                                                                                                     
  Mutual funds                                  $  1,001,211     4,844,715      8,284,373    17,001,744     1,355,078 
  Participant loans                                   74,449       829,329        761,443       421,755       (10,560)
  ChemFirst Inc. common stock                             --            --             --            --            -- 
  Getchell Gold Corporation                                                                                           
    common stock                                          --            --             --            --            -- 
  Mississippi Chemical Corporation                                                                                    
    common stock                                          --            --             --            --            -- 
                                                ------------   -----------   ------------  ------------  ------------ 
             Total investments                     1,075,660     5,674,044      9,045,816    17,423,499     1,344,518 
                                                ------------   -----------   ------------  ------------  ------------ 

  Receivables:                                                                                                        
    Contributions                                      4,191        39,704         89,884       177,094        28,537 
    Due from participants                                770            --             --            --            -- 
                                                ------------   -----------   ------------  ------------  ------------ 
             Total receivables                         4,961        39,704         89,884       177,094        28,537 
                                                ------------   -----------   ------------  ------------  ------------ 

             Net assets available for benefits  $  1,080,621     5,713,748      9,135,700    17,600,593     1,373,055 
                                                ============   ===========   ============  ============  ============ 


                                                CHEMFIRST INC.  GETCHELL GOLD                                         
                                                   COMMON        CORPORATION                                          
                                                    STOCK        COMMON STOCK    COMBINED                             
                                                -------------   -------------   ------------                          
December 31, 1998                                                                                                     
                                                                                                                      
  Mutual funds                                             --              --     37,976,352                          
  Participant loans                                   (99,418)         (2,566)     2,113,205                          
  ChemFirst Inc. common stock                       9,207,944              --      9,207,944                          
  Getchell Gold Corporation                                                                                           
    common stock                                           --       2,040,317      2,040,317                          
  Mississippi Chemical Corporation                                                                                    
    common stock                                      574,518              --        574,518                          
                                                 ------------    ------------   ------------                          
             Total investments                      9,683,044       2,037,751     51,912,336                          

  Contributions receivable                            255,549              --        647,436                          
                                                 ------------    ------------   ------------                          

             Net assets available for benefits      9,938,593       2,037,751     52,559,772                          
                                                 ============    ============   ============                          

December 31, 1997                                                                                                     
  Mutual funds                                             --              --     32,487,121                          
  Participant loans                                   (47,303)         (2,564)     2,026,549                          
  ChemFirst Inc. common stock                      13,151,307              --     13,151,307                          
  Getchell Gold Corporation                                                                                           
    common stock                                           --       2,299,203      2,299,203                          
  Mississippi Chemical Corporation                                                                                    
    common stock                                    1,000,374              --      1,000,374                          
                                                 ------------    ------------   ------------                          
             Total investments                     14,104,378       2,296,639     50,964,554                          
                                                 ------------    ------------   ------------                          

  Receivables:                                                                                                        
    Contributions                                     219,504              --        558,914                          
    Due from participants                                  --              --            770                          
                                                 ------------    ------------   ------------                          
             Total receivables                        219,504              --        559,684                          
                                                 ------------    ------------   ------------                          

             Net assets available for benefits     14,323,882       2,296,639     51,524,238                          
                                                 ============    ============   ============                          

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

 Notes to Financial Statements

December 31, 1998 and 1997

(9),   CONTINUED                                                                

The allocation of changes in net assets available for benefits to 
   investment option for the years ended December 31, 1998 and 1997, six
   months ended December 31, 1996, and year ended June 30, 1996 follows:

                                                        [Enlarge/Download Table]

                                                      CAPITAL        SHORT-TERM     MID-TERM     LONG-TERM    AGGRESSIVE  
                                                    PRESERVATION     STABILITY      BALANCED       GROWTH        GROWTH   
                                                        FUND            FUND          FUND          FUND          FUND    
                                                    -----------     -----------   -----------   -----------   ----------- 
                                                                                                                          
Net assets available for benefits at                                                                                      
   June 30, 1995                                    $    50,236       8,152,176     6,757,395     7,844,973          --   
      Participants' contributions                        17,006         449,340       642,829     1,112,762          --   
      Employers' contributions                           10,107         246,029       376,975       619,602          --   
      Net investment income (loss)                       24,936         342,115       905,231     1,711,315          --   
      Rollovers                                          22,809          17,038        91,809        75,917          --   
      Transfers from PSC Phosphates, Inc.                                                                                 
         Employee Savings Plan                             --            54,483         1,976        76,826          --   
      Withdrawals and terminations, net                 (38,828)       (477,385)     (231,066)     (972,837)         --   
      Transfers due to participants' selection                                                                            
         of investment option                           876,729      (1,271,897)      333,714     1,741,434          --   
      Transfer of Getchell Gold Corporation                                                                               
         participant account balances                   (10,554)       (900,488)   (1,265,469)     (655,993)         --   
                                                    -----------     -----------   -----------   -----------   ----------- 
Net assets available for benefits at                                                                                      
   June 30, 1996                                        952,441       6,611,411     7,613,394    11,553,999          --   
      Participants' contributions                        10,557         171,313       311,837       632,574        13,795 
      Employers' contributions                            6,173          94,420       183,599       341,214         6,150 
      Net investment income                              30,853         156,405       524,367     1,389,452         1,634 
      Rollovers                                         176,850          21,163        23,598       125,013          --   
      Withdrawals and terminations, net                (201,484)       (546,085)     (323,320)     (293,484)         --   
      Transfers due to participants' selection                                                                            
         of investment option                           297,476        (132,834)     (163,185)      269,790       418,251 
                                                    -----------     -----------   -----------   -----------   ----------- 
Net assets available for benefits                                                                                         
   at December 31, 1996                               1,272,866       6,375,793     8,170,290    14,018,558       439,830 
      Participants' contributions                        27,535         296,112       598,227     1,194,152       176,995 
      Employers' contributions                           15,707         167,968       351,338       635,144        89,384 
      Net investment income (loss)                       43,803         309,188     1,151,391     3,291,070        81,471 
      Rollovers                                          57,265          36,916       108,041       265,937        32,422 
      Transfers of ESOP participant                                                                                       
         account balances                                  --              --            --            --            --   
      Withdrawals and terminations, net              (1,183,496)       (397,064)     (371,589)     (803,209)      (12,473)
      Transfers due to participants' selection                                                                            
         of investment option                           853,500        (465,569)     (235,715)      456,777       565,426 
      Transfer of fertilizer business participant                                                                         
         account balances                                (6,559)       (609,596)     (636,283)   (1,457,836)         --   
                                                    -----------     -----------   -----------   -----------   ----------- 
Net assets available for benefits at                                                                                      
   December 31, 1997                                  1,080,621       5,713,748     9,135,700    17,600,593     1,373,055 
      Participants' contributions                        53,841         298,347       693,491     1,437,942       296,482 
      Employers' contributions                           28,758         174,497       388,166       760,335       152,763 
      Net investment income (loss)                       39,933         335,018     1,387,388     2,097,709       (19,335)
      Rollovers                                          86,877           2,583       130,463       320,812       195,127 
      Withdrawals and terminations, net              (1,333,916)       (561,337)     (671,548)     (921,472)     (158,278)
      Transfers due to participants' selection                                                                            
         of investment option                         1,245,276         559,048       336,140    (1,243,358)     (432,041)
                                                    -----------     -----------   -----------   -----------   ----------- 
Net assets available for benefits                                                                                         
   at December 31, 1998                             $ 1,201,390       6,521,904    11,399,800    20,052,561     1,407,773 
                                                    ===========     ===========   ===========   ===========   =========== 


                                                   CHEMFIRST INC. GETCHELL GOLD                                           
                                                      COMMON       CORPORATION                                            
                                                       STOCK       COMMON STOCK     COMBINED                              
                                                    -----------    ------------   -----------                             
                                                                                                                          
Net assets available for benefits at                                                                                      
   June 30, 1995                                      8,359,098       1,560,797    32,724,675                             
      Participants' contributions                       170,566          18,770     2,411,273                             
      Employers' contributions                          103,667           9,899     1,366,279                             
      Net investment income (loss)                   (1,282,911)      3,875,098     5,575,784                             
      Rollovers                                          32,941            --         240,514                             
      Transfers from PSC Phosphates, Inc.                                                                                 
         Employee Savings Plan                              659            --         133,944                             
      Withdrawals and terminations, net                 (81,791)        (68,644)   (1,870,551)                            
      Transfers due to participants' selection                                                                            
         of investment option                        (1,031,066)       (648,914)         --                               
      Transfer of Getchell Gold Corporation                                                                               
         participant account balances                   (90,726)       (161,583)   (3,084,813)                            
                                                    -----------     -----------   -----------                             
Net assets available for benefits at                                                                                      
   June 30, 1996                                      6,180,437       4,585,423    37,497,105                             
      Participants' contributions                       121,302            --       1,261,378                             
      Employers' contributions                           66,594            --         698,150                             
      Net investment income                           2,484,282         715,814     5,302,807                             
      Rollovers                                           4,841              69       351,534                             
      Withdrawals and terminations, net                (130,623)        (68,281)   (1,563,277)                            
      Transfers due to participants' selection                                                                            
         of investment option                           244,261        (933,759)         --                               
                                                    -----------     -----------   -----------                             
Net assets available for benefits                                                                                         
   at December 31, 1996                               8,971,094       4,299,266    43,547,697                             
      Participants' contributions                       245,629            --       2,538,650                             
      Employers' contributions                          322,629            --       1,582,170                             
      Net investment income (loss)                    2,080,923      (1,327,166)    5,630,680                             
      Rollovers                                          21,650            --         522,231                             
      Transfers of ESOP participant                                                                                       
         account balances                             3,432,074            --       3,432,074                             
      Withdrawals and terminations, net                (117,301)        (18,035)   (2,903,167)                            
      Transfers due to participants' selection                                                                            
         of investment option                          (517,162)       (657,257)         --                               
      Transfer of fertilizer business participant                                                                         
         account balances                              (115,654)           (169)   (2,826,097)                            
                                                    -----------     -----------   -----------                             
Net assets available for benefits at                                                                                      
   December 31, 1997                                 14,323,882       2,296,639    51,524,238                             
      Participants' contributions                       282,720            --       3,062,823                             
      Employers' contributions                          375,145            --       1,879,664                             
      Net investment income (loss)                   (4,174,765)         93,032      (241,020)                            
      Rollovers                                          34,856            --         770,718                             
      Withdrawals and terminations, net                (731,693)        (58,407)   (4,436,651)                            
      Transfers due to participants' selection                                                                            
         of investment option                          (171,552)       (293,513)         --                               
                                                    -----------     -----------   -----------                             
Net assets available for benefits                                                                                         
   at December 31, 1998                               9,938,593       2,037,751    52,559,772                             
                                                    ===========     ===========   ===========                             

                                                                   (Continued)

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

 Notes to Financial Statements

December 31, 1998 and 1997

(10)   PLAN INVESTMENTS                                                         

The following investments exceeded 5% of net assets available for 
benefits at December 31, 1998 and 1997:                           

                                                                [Download Table]

                                                    DECEMBER 31, 1998           
                                          --------------------------------------
                                          SHARES                                
                                          OR FACE                      CARRYING 
                                          AMOUNT        COST            VALUE   
                                          -------    -----------     -----------
                                                                                
Mutual funds:                                                                   
    Frank Russell Fixed Income III        443,452    $ 4,334,304      4,532,082 
    Frank Russell Equity I                126,513      3,754,867      4,449,467 
    Frank Russell Equity II                96,080      2,848,588      2,972,709 
    Frank Russell Equity Q                329,825     11,172,110     13,265,566 
ChemFirst Inc. common stock               466,225      7,968,854      9,207,944 

                                                                [Download Table]

                                                    DECEMBER 31, 1997           
                                          --------------------------------------
                                          SHARES                                
                                          OR FACE                      CARRYING 
                                          AMOUNT        COST            VALUE   
                                          -------    -----------     -----------
                                                                                
Mutual funds:                                                                   
    Frank Russell Fixed Income III        360,401    $ 3,484,678      3,755,377 
    Frank Russell Equity I                109,715      3,151,841      3,347,410 
    Frank Russell Equity Q                320,713     10,482,126     11,513,590 
ChemFirst Inc. common stock               465,533      7,223,665     13,151,307 

(11)   PLAN TERMINATION                                                         

    Although is has not expressed any intent to do so, the Company has the
      right under the Plan to discontinue its contributions at any time and to
     terminate the Plan subject to the provisions of ERISA. However, no such
     action may deprive any participant or beneficiary under the Plan of any
vested right.                                                     

(12)   YEAR 2000 (UNAUDITED)                                                    

    Management is aware of the potentially significant implications of the
     Year 2000 issue for the Plan. Generally, such implications are in three
primary areas:                                                    

     (a)    Principal information technology hardware and software operating
systems;                                            
(b)    So-called "embedded systems" with production and similar   
equipment; and                                      
 (c)    Ability of the Company's and Plan's vendors and customers to
   effectively manage the Year 2000 issue within their own
organizations.                                      

                                                                     (Continued)

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

 Notes to Financial Statements

December 31, 1998 and 1997

     A significant portion of the Company's and Plan's vendors' hardware and
       systems is date-dependent for effective operation. Thus, the inability to
     achieve Year 2000 readiness in such systems would likely have an impact
       on the Plan's operations. To that end, management believes that, based on
   the results thus far of Year 2000 processes and vendor inquiries, the
    Company and Plan expect to achieve Year 2000 readiness in all material
respects before the arrival of the new millennium.                

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                                                                      SCHEDULE 1

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

Plan Sponsor: ChemFirst Inc.
Plan Sponsor EIN: 64-0679456
Plan Number: 002

Item 27a - Schedule of Assets Held for Investment Purposes

 December 31, 1998

                                                        [Enlarge/Download Table]

                                                        SHARES OR                            CURRENT  
                                                        FACE VALUE              COST          VALUE   
                                                 -------------------------  ------------  ------------
                                                                                                      
Mutual funds:                                                                                         
    Baron Asset                                   0.7%               6,913  $    311,105       349,407
    Managers Special Equity                       0.6%               5,412       315,954       331,301
    Morley Stable Value                           4.9%             190,089     2,321,157     2,551,153
    PBHG Growth                                   1.1%              21,694       536,030       554,076
    Charles Schwab Retirement Money               2.1%           1,094,822     1,094,822     1,094,822
    Warburg Pincus Emerging Markets               0.2%              18,703       174,242       126,805
    Frank Russell Fixed Income I                  3.0%              72,760     1,534,161     1,583,252
    Frank Russell Fixed Income II                 2.9%              82,746     1,523,056     1,527,499
    Frank Russell Fixed Income III                8.6%             443,452     4,334,304     4,532,082
    Frank Russell Equity I                        8.5%             126,513     3,754,867     4,449,467
    Frank Russell Equity II                       5.7%              96,080     2,848,588     2,972,709
    Frank Russell International                   2.9%              39,778     1,463,439     1,512,770
    Frank Russell Emerging Markets                4.3%             263,452     2,948,183     2,234,072
    Frank Russell Real Estate Securities          1.7%              36,472       966,177       891,371
    Frank Russell Equity Q                       25.2%             329,825    11,172,110    13,265,566
                                                                            ------------  ------------
                                                                              35,298,195    37,976,352
Participant loans, interest rates of 7.25% to                                                         
    10.0%, maturities from 6 months to 10 years   4.0%           2,113,205     2,113,205     2,113,205

*ChemFirst Inc. common stock                     17.5%             466,225     7,968,854     9,207,944

Getchell Gold Corporation common stock            3.9%              74,874       547,614     2,040,317

Mississippi Chemical Corporation common stock     1.1%              41,037       952,218       574,518
                                                                            ------------  ------------

                                                                            $ 46,880,086    51,912,336
                                                                            ============  ============

*   ChemFirst Inc. is a party-in-interest.                                      

See accompanying independent auditors' report.                                  

Note - Percentages are determined by dividing the fair value of investments by  
net assets available for benefits.                                              

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                                                                      SCHEDULE 2

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

Plan Sponsor: ChemFirst Inc.
Plan Sponsor EIN: 64-0679456
Plan Number: 002

Item 27d - Schedule of Reportable Transactions

Year ended December 31, 1998

                                                        [Enlarge/Download Table]

                                                                            PURCHASES                          
                                                                  --------------------------------             
                                                                             SHARES                            
IDENTITY OF PARTY INVOLVED          DESCRIPTION OF ASSET          NUMBER    OR UNITS      COST                 
--------------------------    ----------------------------------  ------    --------   -----------             
                                                                                                               
Charles Schwab Trust Company  Frank Russell Equity Q mutual fund    118      81,134    $ 3,087,306             


                                                                                    SALES                      
                                                                  ---------------------------------------------
                                                                             SHARES                   NET GAIN 
IDENTITY OF PARTY INVOLVED          DESCRIPTION OF ASSET          NUMBER    OR UNITS      COST        OR LOSS  
--------------------------    ----------------------------------  ------    --------   -----------    ---------
                                                                                                               
Charles Schwab Trust Company  Frank Russell Equity Q mutual fund    253      72,418    $ 2,410,259    $ 355,057

See accompanying independent auditors' report.                                  

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      Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly  
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.                                                                

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

Date: June 25, 1999                          /s/ J. Steve Chustz                
                                             -----------------------------------
                         J. Steve Chustz
                                             Member, Employee Benefits Committee
Date: June 25, 1999                          /s/ William Kemp                   
                                             -----------------------------------
                      William Kemp
                                             Member, Employee Benefits Committee

Date: June 25, 1999                          /s/ George Simmons                 
                                             -----------------------------------
                        George Simmons
                                             Member, Employee Benefits Committee

Date: June 25, 1999                          /s/ R. Michael Summerford          
                                             -----------------------------------
                               R. Michael Summerford
                                             Member, Employee Benefits Committee

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

 INDEX TO EXHIBITS

                                                                [Download Table]

EXHIBIT                                  
NUMBER                                   
-------                                  
                                         
   23.1     Independent Auditors' Consent

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘11-K’ Filing		Date		First		Last			Other Filings
Changed as of / Corrected on:		5/1/02
Filed on:		6/29/99
		6/25/99		23
		6/18/99		4
For Period End:		12/31/98		1		22			10-K405,  ARS
		4/22/98		12
		1/1/98		8
		12/31/97		2		20			10-K,  11-K
		1/1/97		7		10			8-K
		12/31/96		2		18			10KT405,  11-KT
		12/24/96		7					S-8
		12/23/96		9
		6/30/96		2		18			11-K
		10/20/95		7		9
		6/30/95		18
									List all Filings