Chemfirst Inc – ‘11-K’ for 12/31/97

As of:  Friday, 6/26/98   ·   For:  12/31/97   ·   Accession #:  950134-98-5522   ·   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 Period End December 31, 1997              26    105K 
 2: EX-23.1     Consentofindependent Public Accountants                1      7K 

11-K   —   Form11-Kfor Period End December 31, 1997
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, 1997                        

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, 1997 and 1996 and June 30, 1996 and 1995   

(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, 1997 and 1996

Statements of Changes in Net Assets Available for Benefits for the year ended   
December 31, 1997 the six months ended December 31, 1996 and the years
ended June 30, 1996 and 1995                                          

Notes to Financial Statements                                                   

Supplemental Schedules:                                                         

I.    Item 27a - Schedule of Assets Held for Investment Purposes as of December 
31, 1997                                                            

II.   Item 27d - Schedule of Reportable Transactions for the year ended December
31, 1997                                                            

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 and supplemental schedules of ChemFirst
Inc. 401(k) Savings and Employee Stock Ownership Plan (the Plan) as listed in   
the accompanying index. These financial statements and supplemental schedules   
are the responsibility of the Plan's management. Our responsibility is to       
express an opinion on these financial statements and supplemental schedules     
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, 1997 and    
1996 and the changes in net assets available for benefits for the year ended    
December 31, 1997, the six months ended December 31, 1996 and each of the years 
in the two-year period 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 referred to   
above are not a required part of the basic financial statements but are         
supplementary information required by Regulation S-X or by the Department of    
Labor's Rules and Regulations for Reporting and Disclosure under the Employee   
Retirement Income Security Act of 1974. The supplemental schedules have been    
subjected to the auditing procedures applied in the audit of the December 31,   
1997 basic financial statements and, in our opinion, are fairly stated in all   
material respects in relation to the December 31, 1997 basic financial          
statements taken as a whole.                                                    

                                   /s/ KPMG PEAT MARWICK LLP
                                            ----------------------------------
                               KPMG Peat Marwick LLP

May 21, 1998                                                                    

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

 Statements of Net Assets Available for Benefits

  December 31, 1997 and 1996

                                                        [Enlarge/Download Table]

                                                             1997             1996     
                                                             ----             ----     
                                                                                       
Investments:                                                                           
     Mutual funds, at fair value (cost $30,547,600                                     
        and $26,627,157, respectively)                  $   32,487,121       28,015,051
     Participant loans, at cost which approximates                                     
        fair value                                           2,026,549        1,811,942
     ChemFirst Inc. common stock, at fair value                                        
        (cost $7,223,665 and $2,987,903, respectively)                                 
        (note 1(a))                                         13,151,307        6,641,672
     Getchell Gold Corporation common stock,                                           
        at fair value (cost $680,324 and $809,816,                                     
        respectively) (note 1(a))                            2,299,203        4,299,266
     Mississippi Chemical Corporation common stock,                                    
        at fair value (cost $1,285,618 and $2,254,308,                                 
        respectively) (note 1(a))                            1,000,374        2,302,273
                                                        --------------  ---------------
                    Total investments                       50,964,554       43,070,204
                                                        --------------  ---------------

Receivables:                                                                           
     Employers' and participants' contributions                558,914          316,110
     Dividends                                                      --          158,383
     Due from participants                                         770            3,000
                                                        --------------  ---------------
                    Total receivables                          559,684          477,493
                                                        --------------  ---------------

                    Net assets available for benefits   $   51,524,238       43,547,697
                                                        ==============  ===============

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

Year ended December 31, 1997, six months ended December 31,   
1996 and years ended June 30, 1996 and 1995   

                                                        [Enlarge/Download Table]

                                                             Year ended   Six months ended       Year ended June 30,   
                                                            December 31,    December 31,       ----------------------  
                                                                1997          1996              1996            1995   
                                                            -----------   -----------------  ----------      ----------
                                                                                                                       
Contributions (note 6):                                                                                                
     Participants                                            $2,538,650      1,261,378       2,411,273       2,435,199 
     Employers                                                1,582,170        698,150       1,366,279       1,449,582 
                                                             ----------     ----------      ----------      ---------- 
               Total contributions                            4,120,820      1,959,528       3,777,552       3,884,781 
                                                             ----------     ----------      ----------      ---------- 

Investment income:                                                                                                     
     Interest income                                            180,292         86,126         125,679         117,506 

     Dividend income:                                                                                                  
        ChemFirst Inc. common stock                                                                                    
           (note 1(a))                                          185,331         56,836         102,070          89,244 
        Mississippi Chemical Corporation                                                                               
           common stock                                          32,507             --              --              -- 
        Mutual funds                                          3,667,340      1,743,620       1,664,078       1,148,652 
                                                             ----------     ----------      ----------      ---------- 
                  Total dividend income                       3,885,178      1,800,456       1,766,148       1,237,896 
                                                             ----------     ----------      ----------      ---------- 

     Realized gains (losses) on investments, net (note 5):                                                             
           Mutual funds                                         609,712        789,885         578,166          26,673 
           ChemFirst Inc. common stock                                                                                 
               (note 1(a))                                      916,031      1,441,326         861,525         599,385 
           Getchell Gold Corporation                                                                                   
               common stock (note 1(a))                         544,213        510,129       1,384,241         130,327 
           Mississippi Chemical Corporation                                                                            
               common stock                                     (73,169)            --              --              -- 
                                                             ----------     ----------      ----------      ---------- 
                  Net realized gains                          1,996,787      2,741,340       2,823,932         756,385 
                                                             ----------     ----------      ----------      ---------- 

     Unrealized appreciation (depreciation)                                                                            
        of investments, net (note 8)                           (297,879)       696,374         969,120       6,170,323 

     Advisory fees                                             (133,698)       (21,489)       (109,095)       (148,168)
                                                             ----------     ----------      ----------      ---------- 
                  Net investment income                       5,630,680      5,302,807       5,575,784       8,133,942 
                                                             ----------     ----------      ----------      ---------- 

                                                                     (Continued)

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

Statements of Changes in Net Assets Available for Benefits

                                                        [Enlarge/Download Table]

                                                  Year ended   Six months ended       Year ended June 30,     
                                                 December 31,    December 31,       ----------------------    
                                                     1997          1996              1996            1995     
                                                 -----------   -----------------  ----------      ----------  
                                                                                                              

Rollovers (note 7)                                  522,231         351,534          240,514           65,847 

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                              (2,903,167)     (1,563,277)      (1,870,551)      (1,596,682)

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        7,976,541       6,050,592        4,772,430       10,487,888 

Net assets available for benefits:                                                                            
     Beginning of period                         43,547,697      37,497,105       32,724,675       22,236,787 
                                               ------------    ------------     ------------     ------------ 

     End of period                             $ 51,524,238      43,547,697       37,497,105       32,724,675 
                                               ============    ============     ============     ============ 

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, 1997 and 1996

(1)    Description of Plan                                                      

  The following brief description of ChemFirst Inc. 401(k) Savings and
        Employee Stock Ownership Plan (the Plan) is provided for general
        information purposes only. 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.                                           

                                                                   (Continued)

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

 Notes to Financial Statements

        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.                     

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

(c)  Eligibility                                                  

            An  employee is eligible to participate in the Plan on the first day
                of the month which coincides with or next follows the completion
          of six months of employment. Beginning January 1, 1998, an
               employee will become a participant in the Plan on the first day
    of employment. The Plan is 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
              include 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, 1997 and 1996 and at June 30, 1996 and
            1995, 809, 925, 924 and 990 participants, respectively, were
participating in the Plan.                      

                                                                   (Continued)

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

 Notes to Financial Statements

         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 - This fund was established in
                      1995 and consists primarily of investments in money market
instruments.                        
       (ii)  Short-term Stability Fund - Consists primarily of
     investments in fixed income mutual funds.
                (iii) Mid-term Balanced Fund - Consists primarily of investments
    in fixed income and equity mutual funds.
               (iv)  Long-term Growth Fund - Consists primarily of investments
in equity mutual funds.             
                (v)   Aggressive Growth Fund - This fund was established in 1996
                  and consists primarily of investments in small cap and
emerging market mutual funds.       
                (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 also 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.

                                                                   (Continued)

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

 Notes to Financial Statements

 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:                             

                                                        [Enlarge/Download Table]

                                                     Participants' contributions               
                         ----------------------------------------------------------------------
                            Capital        Short-term    Mid-term       Long-term    Aggressive
                         Preservation      Stability     Balanced        Growth        Growth  
                             Fund             Fund         Fund           Fund         Fund    
                         ------------      ----------    --------       ---------    ----------
                                                                                               
Number of participants:                                                                        
     December 31, 1997          34             458          487            654           164   
                             =====          ======        =====          =====         =====   
     December 31, 1996          30             596          507            657            44   
                             =====          ======        =====          =====         =====   
     June 30, 1996              27             684          500            635             -   
                             =====          ======        =====          =====         =====   
     June 30, 1995              11             725          577            618             -   
                             =====          ======        =====          =====         =====   

                            Participants' contributions                                        
                         ---------------------------------                                     
                                             Getchell Gold                                     
                         ChemFirst Inc.       Corporation                                      
                         common stock         common stock                                     
                         -------------       -------------                                     
                                                                                               
Number of participants:                                                                        
     December 31, 1997         394                 207                                         
                            ======              ======                                         
     December 31, 1996         401                 260                                         
                            ======              ======                                         
     June 30, 1996             384                 293                                         
                            ======              ======                                         
     June 30, 1995             352                 169                                         
                            ======              ======                                         



                                                     Employers' contributions                  
                         ----------------------------------------------------------------------
                            Capital        Short-term    Mid-term       Long-term    Aggressive
                         Preservation      Stability     Balanced        Growth        Growth  
                             Fund             Fund         Fund           Fund         Fund    
                         ------------      ----------    --------       ---------    ----------
                                                                                               
Number of participants:                                                                        
     December 31, 1997          35             485          487            656           164   
                             =====          ======        =====          =====         =====   
     December 31, 1996          31             622          510            666            44   
                             =====          ======        =====          =====         =====   
     June 30, 1996              27             695          502            640             -   
                             =====          ======        =====          =====         =====   
     June 30, 1995              11             741          575            619             -   
                             =====          ======        =====          =====         =====   


                              Employer's Contributions                                         
                         ---------------------------------                                     
                                             Getchell Gold                                     
                         ChemFirst Inc.       Corporation                                      
                         common stock         common stock                                     
                         -------------       -------------                                     
                                                                                               
Number of participants:                                                                        
     December 31, 1997         404                 230                                         
                            ======              ======                                         
     December 31, 1996         414                 286                                         
                            ======              ======                                         
     June 30, 1996             411                 321                                         
                            ======              ======                                         
     June 30, 1995             392                 191                                         
                            ======              ======                                         

                                                                 (Continued)

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

 Notes to Financial Statements

(g)  Participant Accounts                                         

   Participant accounts are maintained individually and in the
                aggregate for each investment option. Each participant's account
               is credited with its investment earnings and the portion of the
              employers' contributions allocated to it. Participant benefits
               are provided solely from each individual participant's account.

(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.            

         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)  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.

                                                                 (Continued)

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

 Notes to Financial Statements

(2)    Summary of Significant Accounting Policies                               

   The following are the significant accounting policies followed by the
Plan:                                                                           

(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 value.
            Investment transactions are accounted for on the trade date.

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

(d)  Use of Estimates                                             

            The preparation of financial statements in conformity with generally
              accepted accounting principles requires the Plan administrator
          to make estimates and assumptions that affect the reported
              amounts of assets and liabilities and disclosure of contingent
              assets and liabilities at the date of the financial statements
            and the reported amounts of revenues and expenses during the
        reporting period. Actual results could differ from those
estimates.                                      

(e)  Income Taxes                                                 

           In determination letters 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.   

                                                                   (Continued)

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

 Notes to Financial Statements

           The Plan has been amended since the effective date of the April 22,
                1998 determination letters. The amended Plan documents have been
         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.

(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.

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

      As of December 31, 1997 and 1996, no acquisition loans had been incurred
by the Plan.                                                                    

                                                                   (Continued)

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

 Notes to Financial Statements

(5)    Investment Sales                                                         

 A summary follows of net realized gains on sales of investments for
             the year ended December 31, 1997, the six months ended December 31,
1996 and the years ended June 30, 1996 and 1995:      

                                                                [Download Table]


                                    Proceeds         Carrying      Net realized
                                   from sales          value           gains   
                                   -----------     -----------     ------------
                                                                               
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 
                                   ===========     ===========     =========== 
June 30, 1995                                                                  
   Common stock                    $ 2,810,662       2,080,950         729,712 
   Mutual funds                      5,636,596       5,609,923          26,673 
                                   -----------     -----------     ----------- 

                                   $ 8,447,258       7,690,873         756,385 
                                   ===========     ===========     =========== 


                                                                 (Continued)

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

 Notes to Financial Statements

(6)    Participants' and Employers' 401(k) and ESOP Contributions               

A summary follows of contributions by company:                    

                                                                [Download Table]

                                                Participants'       Employers'  
                                                contributions      contributions
                                                -------------      -------------
                                                                                
 Year ended 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 
                                                 ============     ============= 

 Six months ended 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 
                                                 ============     ============= 

 Year ended 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 

                                                                 (Continued)

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CHEMFIRST INC.
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
 Notes to Financial Statements

(6), Continued                                                                  

                                                                [Download Table]

                                                Participants'       Employers'  
                                                contributions      contributions
                                                -------------      -------------
                                                                                

 Year ended June 30, 1996, continued:                                           
     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 
                                                 ============     ============= 
 Year ended June 30, 1995:                                                      
     First Mississippi Corporation               $    231,904           152,847 
     First Chemical Corporation                       603,924           375,042 
     Getchell Gold Corporation                        402,943           206,238 
     Plasma Energy Corporation                         77,110            45,319 
     Quality Chemicals, Inc.                          328,803           198,853 
     FirstMiss Steel Inc.                             122,452            93,402 
     AMPRO Fertilizer, Inc.                           147,885            72,810 
     EKC Technology, Inc.                             135,972            60,775 
     Plasma Processing Corporation                     94,485            65,492 
     Callidus Technologies, Inc.                      289,721           178,804 
                                                 ------------     ------------- 
                                                 $  2,435,199         1,449,582 
                                                 ============     ============= 

(7)    Rollovers and Transfers                                                  

    During the year ended December 31, 1997, the six months ended December
         31, 1996 and the years ended June 30, 1996 and 1995, assets and
          participant accounts, were rolled over or transferred from other
  qualified employee benefit plans to the Plan as follows:

                                                                [Download Table]


                                                                  Year ended     
                                Year ended   Six months ended       June 30,     
                               December 31,    December 31,    ----------------  
                                  1997            1996         1996        1995  
                               ------------  ----------------  ----        ----  
                                                                                 
ChemFirst Inc. (note 1 (a))      $    2,224          4,529      76,919          -
First Chemical Corporation          153,165         91,626      18,926        805
Getchell Gold Corporation                 -              -           -     41,957
Plasma Energy Corporation            39,948              -      30,813          -
Quality Chemical, Inc.                    -              -       5,088          -
FirstMiss Steel, Inc.                59,897         61,844       3,006      3,895
EKC Technology, Inc.                  9,669              -      34,857      4,216
Plasma Processing Corporation             -              -          77          -
Callidus Technologies, Inc.         257,328        193,535      70,828     14,974
                                 ----------        -------     -------     ------
                                 $  522,231        351,534     240,514     65,847
                                 ==========        =======     =======     ======

                                                                 (Continued)

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CHEMFIRST INC.
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
 Notes to Financial Statements

In April 1996, ChemFirst Inc. obtained a 50% interest in FirstMiss
          Fertilizer, LP, an ammonia storage terminal facility. As a part of
      this acquisition, the Companies hired seven employees 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.                              

(8)    Unrealized Appreciation (Depreciation) of Investments                    

    During the year ended December 31, 1997, the six months ended December
         31, 1996 and the years ended June 30, 1996 and 1995, unrealized
      appreciation (depreciation) of the Plan's investments was as
follows:                                              

                                                        [Enlarge/Download Table]


                                   Year ended    Six months ended      Year ended June 30,   
                                  December 31,     December 31,     ------------------------ 
                                     1997             1996             1996           1995   
                                  ------------   ----------------      ----           ----   
                                                                                             
Mutual funds                      $    551,628        (496,629)       768,018       1,164,775
ChemFirst Inc. common stock                                                                  
   (note 1(a))                       1,362,994         542,862     (1,328,202)      4,206,502
Getchell Gold Corporation                                                                    
   common stock                     (1,869,383)        602,177      1,529,304         799,046
Mississippi Chemical Corporation                                                             
   common stock                       (343,118)         47,964              -               -
                                  ------------      ----------     ----------       ---------

                                  $   (297,879)        696,374        969,120       6,170,323
                                  ============      ==========     ==========       =========

                                                                 (Continued)

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

 Notes to Financial Statements

(9)    Investment Option Allocation                                             

      The allocation of net assets available for benefits to investment option
as of December 31, 1997 and 1996 follows:               

                                                        [Enlarge/Download Table]

                                                        Capital      Short-term     Mid-term       Long-term 
                                                     Preservation    Stability      Balanced        Growth   
                                                         Fund           Fund          Fund           Fund    
                                                     ------------   ------------  -----------    ----------- 
                                                                                                             
December 31, 1997:                                                                                           
    Mutual funds                                     $ 1,001,211      4,844,715     8,284,373     17,001,744 
    Participant loans                                     74,449        829,329       761,443        421,755 
    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 
                                                     -----------    -----------   -----------    ----------- 

    Receivables:                                                                                             
        Employers' and participants' contributions         4,191         39,704        89,884        177,094 
        Due from participants                                770             --            --             -- 
                                                     -----------    -----------   -----------    ----------- 
                 Total receivables                         4,961         39,704        89,884        177,094 
                                                     -----------    -----------   -----------    ----------- 

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

December 31, 1996:                                                                                           
    Mutual funds                                     $ 1,180,793      5,521,730     7,416,505     13,460,200 
    Participant loans                                     86,270        802,993       635,374        298,744 
    ChemFirst Inc. common stock                               --             --            --             -- 
    Getchell Gold Corporation common stock                    --             --            --             -- 
    Mississippi Chemical Corporation common stock             --             --            --             -- 
                                                     -----------    -----------   -----------    ----------- 
                 Total investments                     1,267,063      6,324,723     8,051,879     13,758,944 
                                                     -----------    -----------   -----------    ----------- 

    Receivables:                                                                                             
        Employers' and participants' contributions         2,803         41,776        75,712        150,033 
        Dividends                                             --          9,294        42,699        109,581 
        Due from participants                              3,000             --            --             -- 
                                                     -----------    -----------   -----------    ----------- 
                 Total receivables                         5,803         51,070       118,411        259,614 
                                                     -----------    -----------   -----------    ----------- 

                 Net assets available for benefits   $ 1,272,866      6,375,793     8,170,290     14,018,558 
                                                     ===========    ===========   ===========    =========== 


                                                    Aggressive                    Getchell Gold              
                                                     Growth        ChemFirst Inc.  Corporation               
                                                      Fund         common stock    common stock    Combined  
                                                    ----------     ------------   -------------    --------  
                                                                                                             
December 31, 1997:                                                                                           
    Mutual funds                                     1,355,078              --             --      32,487,121
    Participant loans                                  (10,560)        (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                   1,344,518      14,104,378      2,296,639      50,964,554
                                                    ----------      ----------     ----------     -----------

    Receivables:                                                                                             
        Employers' and participants' contributions      28,537         219,504             --         558,914
        Due from participants                               --              --             --             770
                                                    ----------      ----------     ----------     -----------
                 Total receivables                      28,537         219,504             --         559,684
                                                    ----------      ----------     ----------     -----------

                 Net assets available for benefits   1,373,055      14,323,882      2,296,639      51,524,238
                                                    ==========      ==========     ==========     ===========

December 31, 1996:                                                                                           
    Mutual funds                                       435,823              --             --      28,015,051
    Participant loans                                   (3,537)         (7,902)            --       1,811,942
    ChemFirst Inc. common stock                             --       6,641,672             --       6,641,672
    Getchell Gold Corporation common stock                  --              --      4,299,266       4,299,266
    Mississippi Chemical Corporation common stock           --       2,302,273             --       2,302,273
                                                    ----------      ----------     ----------     -----------
                 Total investments                     432,286       8,936,043      4,299,266      43,070,204
                                                    ----------      ----------     ----------     -----------

    Receivables:                                                                                             
        Employers' and participants' contributions      10,735          35,051             --         316,110
        Dividends                                       (3,191)             --             --         158,383
        Due from participants                               --              --             --           3,000
                                                    ----------      ----------     ----------     -----------
                 Total receivables                       7,544          35,051             --         477,493
                                                    ----------      ----------     ----------     -----------

                 Net assets available for benefits     439,830       8,971,094      4,299,266      43,547,697
                                                    ==========      ==========     ==========     ===========

                                                                 (Continued)

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

(9), continued                                                                  

The allocation of changes in net assets available for benefits to 
       investment option for the year ended December 31, 1997, the six
            months ended December 31, 1996 and the years ended June 30, 1996 and
1995 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, 1994                       $        --        7,809,427        5,396,179        3,922,601      -    
     Participants' contributions                  1,531          613,583          710,626          959,697      -    
     Employers' contributions                       984          334,753          408,253          557,478      -    
     Net investment income                          130          610,578          775,668          898,740      -    
     Rollovers                                       --           17,065            7,606            3,968      -    
     Withdrawals and terminations, net               --         (821,887)        (160,543)        (184,143)     -    
     Transfers due to participants'                                                                                  
        selection of investment option           47,591         (411,343)        (380,394)       1,686,632      -    
                                            -----------      -----------      -----------      -----------      -    
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      -    



                                                              Getchell Gold                                          
                                             ChemFirst Inc.    Corporation                                           
                                             common stock      common stock     Combined                             
                                             ------------     -------------     --------                             
                                                                                                                     
Net assets available for benefits             4,506,912          601,668       22,236,787                            
     at June 30, 1994                           107,400           42,362        2,435,199                            
     Participants' contributions                 76,328           71,786        1,449,582                            
     Employers' contributions                 4,915,803          933,023        8,133,942                            
     Net investment income                           --           37,208           65,847                            
     Rollovers                                 (410,418)         (19,691)      (1,596,682)                           
     Withdrawals and terminations, net                                                                               
     Transfers due to participants'            (836,927)        (105,559)              --                            
        selection of investment option      -----------      -----------      -----------                            

Net assets available for benefits             8,359,098        1,560,797       32,724,675                            
     at June 30, 1995                           170,566           18,770        2,411,273                            
     Participants' contributions                103,667            9,899        1,366,279                            
     Employers' contributions                (1,282,911)       3,875,098        5,575,784                            
     Net investment income (loss)                32,941               --          240,514                            
     Rollovers                                                                                                       
     Transfers from PSC Phosphates, Inc.            659               --          133,944                            
        Employee Savings Plan                   (81,791)         (68,644)      (1,870,551)                           
     Withdrawals and terminations, net                                                                               
     Transfers due to participants'          (1,031,066)        (648,914)              --                            
        selection of investment option                                                                               
     Transfer of Getchell Gold Corporation      (90,726)        (161,583)      (3,084,813)                           
        participant account balances        -----------      -----------      -----------                            

Net assets available for benefits             6,180,437        4,585,423       37,497,105                            
     at June 30, 1996                                                                                                

                                                                   (Continued)

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

(9), continued                                                                  

                                                        [Enlarge/Download Table]

                                                         Capital       Short-term       Mid-term       Long-term 
                                                      Preservation     Stability        Balanced        Growth   
                                                          Fund            Fund            Fund           Fund    
                                                      ------------    ------------    -----------    ----------- 
                                                                                                                 
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 
     Employers' contributions                               6,173          94,420         183,599        341,214 
     Net investment income                                 30,853         156,405         524,367      1,389,452 
     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 
                                                      -----------     -----------     -----------    ----------- 
Net assets available for benefits                                                                                
     at December 31, 1996                               1,272,866       6,375,793       8,170,290     14,018,558 
     Participants' contributions                           27,535         296,112         598,227      1,194,152 
     Employers' contributions                              15,707         167,968         351,338        635,144 
     Net investment income (loss)                          43,803         309,188       1,151,391      3,291,070 
     Rollovers                                             57,265          36,916         108,041        265,937 
     Transfers of ESOP participant account balances            --              --              --             -- 
     Withdrawals and terminations, net                 (1,183,496)       (397,064)       (371,589)      (803,209)
     Transfers due to participants' selection                                                                    
        of investment option                              853,500        (465,569)       (235,715)       456,777 
     Transfer of fertilizer business participant                                                                 
        account balances (note 1(a))                       (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 
                                                      ===========     ===========     ===========    =========== 



                                                       Aggressive                   Getchell Gold                
                                                        Growth      ChemFirst Inc.   Corporation                 
                                                         Fund       common stock     common stock   Combined     
                                                      -----------   ------------    -------------   --------     
                                                                                                                 
Net assets available for benefits                                                                                
     at June 30, 1996                                         --       6,180,437       4,585,423     37,497,105  
     Participants' contributions                          13,795         121,302              --      1,261,378  
     Employers' contributions                              6,150          66,594              --        698,150  
     Net investment income                                 1,634       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                   418,251         244,261        (933,759)            --  
                                                     -----------     -----------     -----------    -----------  
Net assets available for benefits                                                                                
     at December 31, 1996                                439,830       8,971,094       4,299,266     43,547,697  
     Participants' contributions                         176,995         245,629              --      2,538,650  
     Employers' contributions                             89,384         322,629              --      1,582,170  
     Net investment income (loss)                         81,471       2,080,923      (1,327,166)     5,630,680  
     Rollovers                                            32,422          21,650              --        522,231  
     Transfers of ESOP participant account balances           --       3,432,074              --      3,432,074  
     Withdrawals and terminations, net                   (12,473)       (117,301)        (18,035)    (2,903,167) 
     Transfers due to participants' selection                                                                    
        of investment option                             565,426        (517,162)       (657,257)            --  
     Transfer of fertilizer business participant                                                                 
        account balances (note 1(a))                          --        (115,654)           (169)    (2,826,097) 
                                                     -----------     -----------     -----------    -----------  
Net assets available for benefits                                                                                
     at December 31, 1997                              1,373,055      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

(10)   Plan Investments                                                         

The following investments exceeded 5% of net assets available for 
benefits at December 31, 1997 and 1996:                     

                                                        [Enlarge/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

                                                              December 31, 1996           
                                               -------------------------------------------
                                               Shares                                     
                                               or face                          Carrying  
                                               amount            Cost            value    
                                               -------           ----           --------  
                                                                                          
Mutual funds:                                                                             
   Morley Stable Fund                           207,873        $ 2,439,086       2,491,086
   Frank Russell Income III                     324,975          3,179,821       3,304,998
   Frank Russell Equity I                        99,291          2,770,706       3,012,501
   Frank Russell Equity Q                       275,650          8,417,440       9,079,908
ChemFirst Inc. common stock                     287,207          2,987,903       6,641,672
Getchell Gold Corporation common stock          112,033            809,816       4,299,266
Mississippi Chemical Corporation common stock    95,928          2,254,308       2,302,273

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                                                                  Schedule I

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

Item 27a - Schedule of Assets Held for Investment Purposes

 December 31, 1997

                                                        [Enlarge/Download Table]

                                                         Shares                               
                                                         or face                    Carrying  
                                                         amount      Cost            value    
                                                         -------     ----           --------  
                                                                                              
Mutual funds:                                                                                 
     Baron Asset                                  0.7%      7,129  $    283,034        345,825
     Managers Special Equity                      0.7%      5,502       302,565        336,572
     Morley Stable Value                          4.2%    171,519     2,035,978      2,176,302
     PBHG Growth                                  1.0%     21,116       536,632        536,138
     Charles Schwab Retirement Money              1.9%  1,001,211     1,001,211      1,001,211
     Warburg Pincus Emerging Markets              0.3%     14,253       178,517        136,543
     Frank Russell Fixed Income I                 2.6%     63,330     1,315,049      1,362,237
     Frank Russell Fixed Income II                2.5%     71,181     1,306,996      1,306,176
     Frank Russell Fixed Income III               7.3%    360,401     3,484,678      3,755,377
     Frank Russell Equity I                       6.5%    109,715     3,151,841      3,347,410
     Frank Russell Equity II                      5.0%     77,976     2,301,467      2,570,102
     Frank Russell International                  2.3%     34,150     1,255,913      1,181,586
     Frank Russell Emerging Markets               4.0%    174,003     2,180,055      2,051,498
     Frank Russell Real Estate Securities         1.7%     28,080       731,538        866,554
     Frank Russell Equity Q                      22.3%    320,713    10,482,126     11,513,590
                                                                   ------------  -------------
                                                                     30,547,600     32,487,121
Participant loans, interest rates from 7.25%                                                  
        to 10.0%; maturities from 1 to 10 years   3.9%  2,026,549     2,026,549      2,026,549

*ChemFirst Inc. common stock                     25.5%    465,533     7,223,665     13,151,307

Getchell Gold Corporation common stock            4.5%     93,845       680,324      2,299,203

Mississippi Chemical Corporation common stock     1.9%     54,815     1,285,618      1,000,374
                                                                   ------------  -------------

                                                                   $ 41,763,756     50,964,554
                                                                   ============  =============

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

See accompanying independent auditors' report.                                  

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                                                                 Schedule II

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

Item 27d - Schedule of Reportable Transactions

Year ended December 31, 1997

                                                        [Enlarge/Download Table]


                                                                                      Purchases                       
                                                                       -------------------------------------------    
                                                                                        Shares                        
Identity of party involved           Description of assets             Number          or units               Cost    
--------------------------           ---------------------             ------          --------               ----    
                                                                                                                      
      Charles Schwab Trust    Charles Schwab Retirement                                                               
        Company                 Money Fund                               119           1,393,819           $ 1,393,819

              "              Frank Russell Equity Q                                                                   
                                mutual fund                              144             136,560             4,916,563

              "              ChemFirst Inc. common stock                  90             191,656             4,526,095



                                                Sales                                                                 
                            ----------------------------------------------                                            
                                             Shares               Selling          Net gain                           
Identity of party involved  Number          or units               price           or (loss)                          
--------------------------  ------          --------             ---------         ---------                          
                                                                                                                      
      Charles Schwab Trust                                                                                            
        Company                56           2,960,941           $ 2,960,941                -                          

              "                                                                                                       
                              227              91,497             3,228,318          376,440                          

              "               127              62,981             1,594,020          916,031                          

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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  24, 1998                       /s/ J. STEVE CHUSTZ                  
                                     ---------------------------------
                     J. Steve Chustz
                                       Member, Employee Benefits Committee

Date: June  24, 1998                       /s/ WILLIAM KEMP                     
                                     ---------------------------------
                  William Kemp
                                       Member, Employee Benefits Committee

Date: June  24, 1998                       /s/ GEORGE SIMMONS                   
                                     ---------------------------------
                    George Simmons
                                       Member, Employee Benefits Committee

Date: June  24, 1998                       /s/ R. MICHAEL SUMMERFORD            
                                     ---------------------------------
                           R. Michael Summerford
                                       Member, Employee Benefits Committee

Date: June 24, 1998                        /s/ TOM TEPAS                        
                                     ---------------------------------
               Tom Tepas
                                       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                        DESCRIPTION      
-------                       -----------      
                                               
   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:		6/26/98
		6/24/98		25
		5/21/98		4
		4/22/98		13		14
		1/1/98		9
For Period End:		12/31/97		1		24			10-K
		1/1/97		9		12			8-K
		12/31/96		2		22			10KT405,  11-KT
		12/24/96		8					S-8
		12/23/96		10
		6/30/96		2		21			11-K
		10/20/95		9		10
		6/30/95		2		20
		6/30/94		20
									List all Filings