SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                    FORM 11-K


                                  ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


/x/      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.  For the fiscal year ended December 31, 2002.

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.


                        Commission file number 001-10351

A.       Full title of the plan and the address of the plan, if different from
         that of the issuer named below:

                        PCS U.S. Employees' Savings Plan

B.       Name of issuer of the securities held pursuant to the plan and the
         address of its principal executive office:

                     Potash Corporation of Saskatchewan Inc.
                             122 - 1st Avenue South
                     Saskatoon, Saskatchewan, Canada S7K 7G3


<PAGE>


     PCS U.S.
     Employees' Savings Plan

     Financial Statements as of
     December 31, 2002 and 2001 and for the
     Year Ended December 31, 2002,
     Supplemental Schedule as of December 31, 2002 and
     Independent Auditors' Report


<PAGE>


PCS U.S. EMPLOYEES' SAVINGS PLAN

TABLE OF CONTENTS
--------------------------------------------------------------------------------


                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                   1

FINANCIAL STATEMENTS:

   Statements of Net Assets Available for Benefits as of
     December 31, 2002 and 2001                                                2

   Statement of Changes in Net Assets Available for Benefits for the
     Year Ended December 31, 2002                                              3

   Notes to Financial Statements                                             4-7

SUPPLEMENTAL SCHEDULE:

   Form 5500, Schedule H, Part IV, Line 4i--
     Schedule of Assets (Held at End of Year) as of December 31, 2002          8



(All other supplemental schedules are omitted because of the absence of
conditions under which they are required.)


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Plan Administrator and Participants of the
PCS U.S. Employees' Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of the PCS U.S. Employees' Savings Plan (the "Plan") as of December 31, 2002 and
2001, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2002. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the year
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2002 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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. This schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in the audit of the basic 2002 financial statements and, in our opinion, is
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.


April 25, 2003



<PAGE>


PCS U.S. EMPLOYEES' SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------


ASSETS                                              2002                2001

PARTICIPANT-DIRECTED INVESTMENTS --
  At fair value (Note 3)                        $166,284,315        $187,129,860

RECEIVABLES:
  Employer contributions                                                  31,247
  Participant contributions                                               49,356
                                                ------------        ------------
NET ASSETS AVAILABLE FOR BENEFITS               $166,284,315        $187,210,463
                                                ============        ============


See notes to financial statements.


<PAGE>

<TABLE>

PCS U.S. EMPLOYEES' SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
---------------------------------------------------------------------------------------------


ADDITIONS:
<S>                                                                             <C>
  Interest and dividends                                                        $  4,914,667
  Employer contributions                                                           4,512,171
  Participant contributions                                                        7,904,791
  Rollover contributions                                                             496,229
                                                                                 ------------
           Total additions                                                        17,827,858
                                                                                 ------------
DEDUCTIONS:
  Net depreciation in fair value of investments (Note 3)                        (22,871,663)
  Benefits paid to participants                                                 (15,951,590)
  Administrative expenses                                                           (23,233)
                                                                                 ------------
           Total deductions                                                     (38,846,486)
                                                                                ------------

TRANSFERS FROM OTHER PLANS (Note 2):
  White Springs Agricultural Chemicals, Inc. Savings and Investment Plan for
    Collective Bargaining Employees                                                  63,817
  PCS Nitrogen 401(k) Savings Plan                                                   28,663

                                                                               ------------
NET DECREASE                                                                    (20,926,148)

NET ASSETS AVAILABLE FOR BENEFITS -- Beginning of year                          187,210,463
                                                                               ------------

NET ASSETS AVAILABLE FOR BENEFITS --End of year                                $166,284,315
                                                                               ============
</TABLE>


See notes to financial statements.


<PAGE>


PCS U.S. EMPLOYEES' SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE
YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------------------------


1.    DESCRIPTION OF PLAN

         The following brief description of the PCS U.S. Employees' Savings Plan
         (the "Plan") provides only general information. Participants should
         refer to the Plan agreement for a more complete description of the
         Plan's provisions.

         General--The Plan is a defined contribution plan sponsored by PCS
         Administration (USA), Inc. (the "Company") covering all employees of
         the Company, PCS Phosphate Company, Inc., PCS Sales (USA), Inc.,
         certain employees of White Springs Agricultural Chemicals, Inc. and
         certain employees of PCS Nitrogen. It is subject to the provisions of
         the Employee Retirement Income Security Act of 1974, as amended
         ("ERISA").

         Contributions--Participants may contribute up to 20 percent of base
         compensation each year, as defined in the Plan. Effective April 1,
         2002, the maximum employee contribution level was increased from 20
         percent to 50 percent of base compensation. The Company matches 100
         percent of the first five percent of base compensation that
         participants contribute to the Plan. Contributions are subject to
         certain limitations as described in the Plan agreement and the Internal
         Revenue Code of 1986, as amended. Participants may also contribute
         amounts representing distributions from other qualified defined benefit
         or contribution plans (rollover contributions), which are not eligible
         for the Company match.

         Participant Accounts--Individual accounts are maintained for each Plan
         participant. Each participant's account is credited with the
         participant's contribution, the Company's contribution, and allocations
         of plan earnings, and is charged with an allocation of plan losses and
         administrative expenses. Allocations are based on participant earnings
         or account balances, as defined in the Plan. The benefit to which a
         participant is entitled is the benefit that can be provided from the
         participant's vested account.

         Vesting--Participants are immediately vested in their account balances.

         Investments--Participants direct the investment of their account
         balances and contributions into various investment options offered by
         the Plan. The Plan currently offers Potash Corporation of Saskatchewan
         Inc. ("PCS") Common Stock, eleven mutual funds and one pooled
         investment stable value fund. The U.S. Government Reserves Fund is used
         to maintain dividends distributed with the ESOP option and is not
         available as a participant-directed investment option.

         Loans to Participants--Participants may borrow from their fund accounts
         up to a maximum amount equal to the lesser of $50,000 or 50 percent of
         their vested account balance. Loan terms range from one to five years
         or up to 20 years for the purchase of a primary residence. The loans
         are secured by the balance in the participant's account and bear
         interest at two percentage points above the rate for five-year U.S.
         Treasury Notes. Loans for the purchase of a primary residence bear
         interest at the standard lending rate for 20-year fixed rate home
         mortgage loans. Principal and interest are paid ratably through monthly
         payroll deductions.

         Payments of Benefits--On termination of service, a participant may
         elect to receive either a lump-sum amount equal to the value of the
         participant's vested interest in his or her account; or monthly,
         quarterly or annual installments over the participant's estimated life
         span. A participant may elect to receive payment of benefits prior to
         termination of service, as defined in the Plan. Participants may elect
         to receive their investment in the PCS Stock Fund in cash or in whole
         shares of PCS common stock. Effective April 1, 2002, the Plan was
         amended to include an ESOP feature with a dividend payout program
         whereby participants may elect to receive dividends paid on their
         vested shares of Potash Corporation of Saskatchewan common stock in the
         PCS Stock Fund.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation--The accompanying financial statements have been
         prepared using the accrual basis of accounting.

         Use of Estimates--The preparation of financial statements in conformity
         with accounting principles generally accepted in the United States of
         America requires the plan administrator to make estimates and
         assumptions that affect the reported amounts of net assets available
         for benefits and changes therein. Actual results could differ from
         those estimates. The Plan utilizes various investment instruments.
         Investment securities, in general, are exposed to various risks, such
         as interest rate, credit, and overall market volatility. Due to the
         level of risk associated with certain investment securities, it is
         reasonably possible that changes in the values of investment securities
         will occur in the near term and that such changes could materially
         affect the amounts reported in the financial statements.

         Investment Valuation and Income Recognition--The Plan's investments are
         stated at fair value. The PCS Common Stock is valued at its quoted
         market price. Shares of registered investment companies (mutual funds)
         are valued at quoted market prices which represent the net asset value
         of shares held by the Plan at year-end. The Managed Income Portfolio
         II, a commingled pool, is valued at the amount of participant and
         Company contributions plus accrued interest thereon (contract value).
         Participant loans are valued at the amount disbursed plus earned
         interest less payments received from participants.

         The Fidelity Managed Income Portfolio II is a stable value fund that is
         a commingled pool of the Fidelity Group Trust for Employee Benefit
         Plans. The portfolio may invest in fixed interest insurance investment
         contracts, money market funds, corporate and government bonds,
         mortgage-backed securities, bond funds, and other fixed income
         securities. Participants may ordinarily direct the withdrawal or
         transfer of all or a portion of their investment at contract value. The
         crediting interest rates were 4.64% and 16.24% at December 31, 2002 and
         2001, respectively, which were based on the interest rates of the
         underlying portfolio of assets. The average yield for the year ended
         December 31, 2002 was 5.05%.

         Purchases and sales of securities are recorded on a trade-date basis.
         Interest income is recorded on the accrual basis. Dividends are
         recorded on the ex-dividend date.

         Payment of Benefits--Benefit payments to participants are recorded when
         paid. There were no amounts allocated to accounts of participants who
         have elected to withdraw from the plan but had not yet been paid at
         December 31, 2002 and 2001.

         Administrative Expenses--Certain of the Plan's administrative expenses
         are paid by the Plan and charged to participants' accounts. Other
         administrative expenses are paid by the Company and are not recorded in
         these financial statements.

         Plan Transfers--During 2002, certain participants in the White Springs
         Agricultural Chemicals, Inc. Savings and Investment Plan for Collective
         Bargaining Employees and PCS Nitrogen 401(k) Savings Plan became
         participants in the Plan. Account balances of the affected participants
         were transferred from the White Springs Plan and the PCS Nitrogen Plan
         to the Plan.

3.    INVESTMENTS

         The Plan's investments are shown below. Investments that represent five
         percent or more of the Plan's net assets available for benefits as of
         December 31, 2002 and 2001 are marked with an asterisk:

<TABLE>
                                                                   2002                2001
<S>                                                            <C>                 <C>

Fixed Income and Bond Funds:
  Fidelity Managed Income Portfolio II                         $63,989,006 *       $66,550,374 *
  Fidelity Retirement Money Market Portfolio                     6,708,160           5,827,952
  Fidelity Institutional Short-Intermediate Government Fund      6,718,784           4,822,891
  Fidelity U.S. Government Reserves Fund                                 7
Equity Funds:
  Fidelity Puritan Fund                                         10,600,623 *        11,747,172 *
  Fidelity Magellan Fund                                        16,448,744 *        21,514,705 *
  Fidelity Growth and Income Portfolio                          25,102,127 *        31,550,743 *
  Fidelity Overseas Fund                                         2,756,976           3,313,415
  Fidelity Aggressive Growth Fund                                9,864,562 *        15,889,021 *
  Fidelity Mid-Cap Stock Fund                                    1,048,144             680,391
  Fidelity Small Cap Stock Fund                                  1,831,058             687,694
  Fidelity Spartan US Equity Index Fund                          9,127,110 *        11,963,358 *

PCS Stock Fund                                                   7,251,291           7,430,527
Participant Loans                                                4,837,723           5,151,617
                                                              ------------        ------------
Total                                                         $166,284,315        $187,129,860
                                                              ============        ============
</TABLE>


         During 2002, the Plan's investments (including gains and losses on
         investments bought and sold, as well as held during the period)
         appreciated (depreciated) in value as follows:

Potash Corporation of Saskatchewan Common Stock                   $  311,147
Fidelity Puritan Fund                                             (1,255,268)
Fidelity Magellan Fund                                            (5,276,157)
Fidelity Growth and Income Portfolio                              (6,091,677)
Fidelity Overseas Fund                                              (681,108)
Fidelity Aggressive Growth Fund                                   (6,559,227)
Fidelity Mid-Cap Stock Fund                                         (292,934)
Fidelity Small Cap Stock Fund                                       (410,497)
Fidelity Spartan US Equity Index Fund                             (2,829,931)
Fidelity Institutional Short-Intermediate Government Fund            213,989
                                                                ------------

Net depreciation                                                $(22,871,663)
                                                                ============

4.       RELATED-PARTY TRANSACTIONS

         Certain Plan investments are shares of mutual funds managed by Fidelity
         Management Trust Company ("Fidelity"). Fidelity is the trustee as
         defined by the Plan and, therefore, these transactions qualify as
         party-in-interest transactions. Fees paid by the Plan for the
         investment management services were included as a reduction of the
         returns of each fund.

         At December 31, 2002 and 2001, the Plan held 114,031.932 shares and
         121,057.782 shares, respectively, of common stock of Potash Corporation
         of Saskatchewan, the parent company of the Plan sponsor, with a cost
         basis of $8,303,689 and $8,865,587, respectively. During the year ended
         December 31, 2002, the Plan recorded dividend income of $118,609.

5.       PLAN TERMINATION

      Although it has not expressed any intention 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. In the event that
      the Plan is terminated, participants would remain 100 percent vested in
      their accounts.

6.       FEDERAL INCOME TAX STATUS

         The Internal Revenue Service has determined and informed the Company by
         a letter, dated November 13, 2001 that the Plan, as then designed, was
         in compliance with applicable sections of the Internal Revenue Code
         ("IRC"). The Plan has been amended since receiving the determination
         letter; however, the plan administrator and the Plan's tax counsel
         believe that the Plan is currently designed and being operated in
         compliance with the applicable requirements of the IRC, and the Plan
         and related trust continue to be tax-exempt. Therefore, no provision
         for income taxes has been included in the Plan's financial statements.

                                     ******


<PAGE>


<TABLE>
                                                                                                               SCHEDULE H - LINE 4i

PCS U.S. EMPLOYEES' SAVINGS PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
-----------------------------------------------------------------------------------------------------------------------------------

                                                           Description of Investment, Including Maturity
                                                           Date, Rate of Interest, Collateral, Par, or
Identity of Issue, Borrower, Lessor, or Similar Party      Maturity Value                                          Current Value
--------------------------------------------------------   ----------------------------------------------------    ----------------
<S>                                                        <C>                                                         <C>

SHARES OF REGISTERED INVESTMENT COMPANIES:
*  Fidelity Management Trust Company                       Puritan Fund                                                $10,600,623
*  Fidelity Management Trust Company                       Magellan Fund                                                16,448,744
*  Fidelity Management Trust Company                       Growth and Income Portfolio                                  25,102,127
*  Fidelity Management Trust Company                       Overseas Fund                                                 2,756,976
*  Fidelity Management Trust Company                       Aggressive Growth Fund                                        9,864,562
*  Fidelity Management Trust Company                       Retirement Money Market Portfolio                             6,708,160
*  Fidelity Management Trust Company                       Mid-Cap Stock Fund                                            1,048,144
*  Fidelity Management Trust Company                       Small Cap Stock Fund                                          1,831,058
*  Fidelity Management Trust Company                       Spartan US Equity Index Fund                                  9,127,110
*  Fidelity Management Trust Company                       Institutional Short-Intermediate Government Fund              6,718,784
*  Fidelity Management Trust Company                       U.S. Government Reserves Fund                                         7

COMMINGLED POOL:
*  Fidelity Management Trust Company                       Managed Income Portfolio II                                  63,989,006

* POTASH CORPORATION OF SASKATCHEWAN                       PCS, Inc. common stock                                        7,251,291

* PARTICIPANT LOANS                                        Due 2003 through 2022; interest rates ranging from
                                                           4.75% to 8.50%                                                4,837,723
                                                                                                                   ----------------

TOTAL ASSETS HELD FOR INVESTMENT                                                                                      $166,284,315
                                                                                                                   ================
</TABLE>

* Permitted party-in-interest.


<PAGE>



                                   SIGNATURES

                  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.

                                        PCS U.S. Employees Savings Plan
                                  ---------------------------------------------
                                                 (Name of plan)

Date:  June 20, 2003                        /s/ Barbara Jane Irwin
      --------------------------  ---------------------------------------------
                                               Barbara Jane Irwin
                                     Senior Vice President, Administration
                                         PCS Administration (USA), Inc.
                                             as Plan Administrator



<PAGE>


                                  EXHIBIT INDEX


Exhibit Number              Description of Exhibit
------------------------    ----------------------------------------------------

23.1                        Consent of Deloitte & Touche, L.L.P.

99.1                        Form of Certification Required Under Section 906 of
                            the Sarbanes-Oxley Act of 2002