##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


Amendment
No. 1


|                                             |  |                                                                                             
|-------------------------------------------- |  | --------------------------------------------------------------------------------------------
|þ                                            |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 
|                                            
|For the Quarterly Period Ended June 30, 2005
|                                            
|OR                                          
|                                            
|o                                            |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-10351


POTASH CORPORATION OF SASKATCHEWAN INC.


(Exact name of registrant as specified in its charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Canada                                                             |  | N/A                                     
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|122  1st Avenue South                   |  |           
|Saskatoon, Saskatchewan, Canada          |  | S7K 7G3   
|(Address of principal executive offices) |  | (Zip Code)

306-933-8500


(Registrants telephone number, including area code)




þ o




þ o


APPLICABLE ONLY TO CORPORATE ISSUERS:














---



##### Table of Contents



EXPLANATORY NOTE




---

TABLE OF CONTENTS



|                                                                      |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I.FINANCIAL INFORMATION                                         
|ITEM 1.FINANCIAL STATEMENTS                                          
|Condensed Consolidated Statements of Financial Position              
|Condensed Consolidated Statements of Operations and Retained Earnings
|Condensed Consolidated Statements of Cash Flow                       
|Notes to the Condensed Consolidated Financial Statements             
|PART II. OTHER INFORMATION                                           
|ITEM 6. EXHIBITS                                                     
|SIGNATURES                                                           
|Statement re Computation of Per Share Earnings                       
|Certification Pursuant to Section 302                                
|Certification Pursuant to Section 302                                
|Certification Pursuant to Section 906                                



---



##### Table of Contents






PART I.       FINANCIAL
INFORMATION





ITEM 1.       FINANCIAL
STATEMENTS


Potash Corporation of Saskatchewan Inc.







Condensed Consolidated Statements of Financial Position


(in millions of US dollars except share amounts)


(unaudited)


|                                                                |                                                                                                                                                                             |          |         |              |  |   |         |       | 
|--------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ------- | ------------ |  | - | ------- | ----- | 
|                                                                |                                                                                                                                                                             | June 30, |         | December 31,
|                                                                |                                                                                                                                                                             | 2005     |         | 2004        
|                                                               
|Assets                                                          |                                                                                                                                                                             |          |         |              |  |   |         |      
|Current assets                                                  |                                                                                                                                                                             |          |         |              |  |   |         |      
|                                                                | Cash and cash equivalents                                                                                                                                                   |          | $       | 423.3        |  |   | $       | 458.9 | 
|                                                                | Accounts receivable                                                                                                                                                         |          |         | 373.7        |  |   |         | 352.6 | 
|                                                                | Inventories (Note 3)                                                                                                                                                        |          |         | 390.1        |  |   |         | 396.8 | 
|                                                                | Prepaid expenses and other current assets                                                                                                                                   |          |         | 34.6         |  |   |         | 35.3  | 
|                                                               
|                                                                |                                                                                                                                                                             |          | 1,221.7 |              |  |   | 1,243.6 |      
|                                                               
|Property, plant and equipment                                   |                                                                                                                                                                             |          | 3,107.2 |              |  |   | 3,098.9 |      
|Other assets (Note 4)                                           |                                                                                                                                                                             |          | 745.0   |              |  |   | 650.2   |      
|Intangible assets                                               |                                                                                                                                                                             |          | 36.4    |              |  |   | 37.1    |      
|Goodwill                                                        |                                                                                                                                                                             |          | 97.0    |              |  |   | 97.0    |      
|                                                               
|                                                                |                                                                                                                                                                             | $        | 5,207.3 |              |  | $ | 5,126.8 |      
|                                                               
|                                                               
|Liabilities                                                    
|Current liabilities                                             |                                                                                                                                                                             |          |         |              |  |   |         |      
|                                                                | Short-term debt                                                                                                                                                             |          | $       | 93.3         |  |   | $       | 93.5  | 
|                                                                | Accounts payable and accrued charges                                                                                                                                        |          |         | 586.3        |  |   |         | 599.9 | 
|                                                                | Current portion of long-term debt                                                                                                                                           |          |         | 10.2         |  |   |         | 10.3  | 
|                                                               
|                                                                |                                                                                                                                                                             |          | 689.8   |              |  |   | 703.7   |      
|                                                               
|Long-term debt                                                  |                                                                                                                                                                             |          | 1,258.1 |              |  |   | 1,258.6 |      
|Future income tax liability                                     |                                                                                                                                                                             |          | 527.5   |              |  |   | 499.4   |      
|Accrued post-retirement/post-employment benefits                |                                                                                                                                                                             |          | 211.9   |              |  |   | 193.4   |      
|Accrued environmental costs and asset retirement obligations    |                                                                                                                                                                             |          | 83.0    |              |  |   | 81.2    |      
|Other non-current liabilities and deferred credits              |                                                                                                                                                                             |          | 19.6    |              |  |   | 4.9     |      
|                                                               
|                                                                |                                                                                                                                                                             |          | 2,789.9 |              |  |   | 2,741.2 |      
|                                                               
|                                                               
|Contingencies and Guarantees(Notes 15 and 16,
    respectively) |                                                                                                                                                                             |          |         |              |  |   |         |      
|Shareholders Equity                                            |                                                                                                                                                                             |          |         |              |  |   |         |      
|Share capital (Note 5)                                          |                                                                                                                                                                             |          | 1,425.3 |              |  |   | 1,408.4 |      
|                                                                | Unlimited authorization of common shares without par value;
    issued and outstanding 108,642,994 and 110,630,503 at
    June 30, 2005 and December 31, 2004, respectively |          |         |              |  |   |         |       | 
|                                                                | Unlimited authorization of first preferred shares; none
    outstanding                                                                                                     |          |         |              |  |   |         |       | 
|Contributed surplus                                             |                                                                                                                                                                             |          | 28.6    |              |  |   | 275.7   |      
|Retained earnings                                               |                                                                                                                                                                             |          | 963.5   |              |  |   | 701.5   |      
|                                                               
|                                                                |                                                                                                                                                                             |          | 2,417.4 |              |  |   | 2,385.6 |      
|                                                               
|                                                                |                                                                                                                                                                             | $        | 5,207.3 |              |  | $ | 5,126.8 |      
|                                                               



2



---



##### Table of Contents



Potash Corporation of Saskatchewan Inc.







Condensed Consolidated Statements of Operations and Retained
Earnings


(in millions of US dollars except per-share amounts)


(unaudited)


|                                         |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |      | 
|---------------------------------------- | ------- | ------------------ | ------- | ---------------- |  | ---- | ----- | ---- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                                         |         | Three Months Ended |         | Six Months Ended
|                                         |         | June 30            |         | June 30         
|                                         |         | 2005               |         | 2004             |  | 2005 |       | 2004
|                                        
|Sales(Note 10)                           |         | $                  | 1,057.3 |                  |  | $    | 833.7 |      |  | $ | 1,978.7 |      |  | $ | 1,562.1 |     
|Less: Freight                            |         |                    | 67.4    |                  |  |      | 68.9  |      |  |   | 134.6   |      |  |   | 127.0   |     
|Transportation
    and distribution      |         |                    | 32.1    |                  |  |      | 31.3  |      |  |   | 61.0    |      |  |   | 54.3    |     
|Cost of
    goods sold                   |         |                    | 613.0   |                  |  |      | 562.8 |      |  |   | 1,179.8 |      |  |   | 1,086.1 |     
|                                        
|Gross Margin                             |         |                    | 344.8   |                  |  |      | 170.7 |      |  |   | 603.3   |      |  |   | 294.7   |     
|                                        
|Selling and administrative               |         |                    | 54.9    |                  |  |      | 25.4  |      |  |   | 84.2    |      |  |   | 51.6    |     
|Provincial mining and other taxes        |         |                    | 44.2    |                  |  |      | 29.3  |      |  |   | 82.6    |      |  |   | 44.4    |     
|Provision for PCS Yumbes S.C.M. (Note 7) |         |                    |        |                  |  |      | 5.9   |      |  |   |        |      |  |   | 5.9     |     
|Foreign exchange gain                    |         |                    | (6.1    | )                |  |      | (9.9  | )    |  |   | (12.0   | )    |  |   | (18.1   | )   
|Other income (Note 13)                   |         |                    | (13.9   | )                |  |      | (9.2  | )    |  |   | (33.9   | )    |  |   | (16.1   | )   
|                                        
|                                         |         |                    | 79.1    |                  |  |      | 41.5  |      |  |   | 120.9   |      |  |   | 67.7    |     
|                                        
|Operating Income                         |         |                    | 265.7   |                  |  |      | 129.2 |      |  |   | 482.4   |      |  |   | 227.0   |     
|Interest Expense                         |         |                    | 20.6    |                  |  |      | 20.9  |      |  |   | 41.3    |      |  |   | 43.0    |     
|                                        
|Income Before Income Taxes               |         |                    | 245.1   |                  |  |      | 108.3 |      |  |   | 441.1   |      |  |   | 184.0   |     
|Income Taxes(Note 8)                     |         |                    | 80.9    |                  |  |      | 35.7  |      |  |   | 145.6   |      |  |   | 60.7    |     
|                                        
|Net Income                               |         | $                  | 164.2   |                  |  | $    | 72.6  |      |  |   | 295.5   |      |  |   | 123.3   |     
|                                         |         |                    |         |                  |  |      |       |      |  |  
|Retained Earnings, Beginning of Period   |         |                    |         |                  |  |      |       |      |  |   | 701.5   |      |  |   | 462.8   |     
|Dividends                                |         |                    |         |                  |  |      |       |      |  |   | (33.5   | )    |  |   | (27.0   | )   
|                                        
|Retained Earnings, End of Period         |         |                    |         |                  |  |      |       |      |  | $ | 963.5   |      |  | $ | 559.1   |     
|                                        
|Net Income Per Share(Note 9)             |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|                                         | Basic   |                    | $       | 1.50             |  |      | $     | 0.68 |  |   | $       | 2.68 |  |   | $       | 1.15 | 
|                                         | Diluted |                    | $       | 1.46             |  |      | $     | 0.67 |  |   | $       | 2.61 |  |   | $       | 1.14 | 
|                                        
|Dividends Per Share                      |         | $                  | 0.15    |                  |  | $    | 0.13  |      |  | $ | 0.30    |      |  | $ | 0.25    |     
|                                        



3



---



##### Table of Contents



Potash Corporation of Saskatchewan Inc.







Condensed Consolidated Statements of Cash Flow


(in millions of US dollars)


(unaudited)


|                                                                                 |                                                           |                    |        |                  |   |      |       |       |   |   |        |       |   |   |       |       |  
|-------------------------------------------------------------------------------- | --------------------------------------------------------- | ------------------ | ------ | ---------------- | - | ---- | ----- | ----- | - | - | ------ | ----- | - | - | ----- | ----- | -
|                                                                                 |                                                           | Three Months Ended |        | Six Months Ended
|                                                                                 |                                                           | June 30            |        | June 30         
|                                                                                 |                                                           | 2005               |        | 2004             |   | 2005 |       | 2004 
|                                                                                
|Operating Activities                                                             |                                                           |                    |        |                  |   |      |       |       |   |   |        |       |   |   |       |      
|Net income                                                                       |                                                           | $                  | 164.2  |                  |   | $    | 72.6  |       |   | $ | 295.5  |       |   | $ | 123.3 |      
|                                                                                
|Adjustments to reconcile net income to cash provided by
    operating activities |                                                           |                    |        |                  |   |      |       |       |   |   |        |       |   |   |       |      
|                                                                                 | Depreciation and amortization                             |                    |        | 62.4             |   |      |       | 63.9  |   |   |        | 122.0 |   |   |       | 123.6 |  
|                                                                                 | Stock-based compensation                                  |                    |        | 23.0             |   |      |       | 2.8   |   |   |        | 24.0  |   |   |       | 5.6   |  
|                                                                                 | Loss (gain) on disposal of long-term assets               |                    |        | 3.5              |   |      |       | (0.3  | ) |   |        | 5.5   |   |   |       | (0.3  | )
|                                                                                 | Foreign exchange on future income tax                     |                    |        | (2.8             | ) |      |       | (4.9  | ) |   |        | (4.0  | ) |   |       | (7.8  | )
|                                                                                 | Provision for future income tax                           |                    |        | 8.1              |   |      |       | 9.3   |   |   |        | 14.6  |   |   |       | 24.3  |  
|                                                                                 | Share of earnings of equity investees                     |                    |        | (13.4            | ) |      |       | (3.9  | ) |   |        | (26.5 | ) |   |       | (7.7  | )
|                                                                                 | Dividends received from equity investees                  |                    |        | 12.1             |   |      |       | 4.6   |   |   |        | 12.1  |   |   |       | 4.6   |  
|                                                                                 | Provision for PCS Yumbes S.C.M.                           |                    |        |                 |   |      |       | 5.9   |   |   |        |      |   |   |       | 5.9   |  
|                                                                                 | Other long-term liabilities                               |                    |        | 13.8             |   |      |       | 0.5   |   |   |        | 19.0  |   |   |       | 5.9   |  
|                                                                                
|                                                                                 | Subtotal of adjustments                                   |                    |        | 106.7            |   |      |       | 77.9  |   |   |        | 166.7 |   |   |       | 154.1 |  
|                                                                                
|                                                                                 | Changes in non-cash operating working capital             |                    |        |                  |   |      |       |       |   |   |        |       |   |   |       |       |  
|                                                                                 | Accounts receivable                                       |                    |        | 35.5             |   |      |       | (23.3 | ) |   |        | (28.0 | ) |   |       | 9.6   |  
|                                                                                 | Inventories                                               |                    |        | 11.3             |   |      |       | 29.7  |   |   |        | 9.6   |   |   |       | 3.1   |  
|                                                                                 | Prepaid expenses and other current assets                 |                    |        | 6.7              |   |      |       | 18.2  |   |   |        | 0.5   |   |   |       | 6.9   |  
|                                                                                 | Accounts payable and accrued charges                      |                    |        | 24.0             |   |      |       | 7.7   |   |   |        | 19.6  |   |   |       | 20.1  |  
|                                                                                
|                                                                                 | Subtotal of changes in non-cash operating working capital |                    |        | 77.5             |   |      |       | 32.3  |   |   |        | 1.7   |   |   |       | 39.7  |  
|                                                                                
|Cash provided by operating activities                                            |                                                           |                    | 348.4  |                  |   |      | 182.8 |       |   |   | 463.9  |       |   |   | 317.1 |      
|                                                                                
|Investing Activities                                                             |                                                           |                    |        |                  |   |      |       |       |   |   |        |       |   |   |       |      
|Additions to property, plant and equipment                                       |                                                           |                    | (74.5  | )                |   |      | (33.0 | )     |   |   | (131.3 | )     |   |   | (49.4 | )    
|Investment in Arab Potash Company (APC)                                        |                                                           |                    | (18.6  | )                |   |      |      |       |   |   | (18.6  | )     |   |   |      |      
|Investment in Israel Chemicals Ltd. (ICL)                                      |                                                           |                    | (74.9  | )                |   |      |      |       |   |   | (74.9  | )     |   |   |      |      
|Proceeds from disposal of long-term assets                                       |                                                           |                    | 0.9    |                  |   |      | 0.7   |       |   |   | 8.4    |       |   |   | 0.7   |      
|Proceeds from sale of shares of PCS Yumbes S.C.M.                                |                                                           |                    |       |                  |   |      |      |       |   |   | 5.2    |       |   |   |      |      
|Other assets and intangible assets                                               |                                                           |                    |       |                  |   |      | 3.5   |       |   |   | (0.1   | )     |   |   | 4.3   |      
|                                                                                
|Cash used in investing activities                                                |                                                           |                    | (167.1 | )                |   |      | (28.8 | )     |   |   | (211.3 | )     |   |   | (44.4 | )    
|                                                                                
|Cash before financing activities                                                 |                                                           |                    | 181.3  |                  |   |      | 154.0 |       |   |   | 252.6  |       |   |   | 272.7 |      
|                                                                                
|Financing Activities                                                             |                                                           |                    |        |                  |   |      |       |       |   |   |        |       |   |   |       |      
|Repayment of long-term debt obligations                                          |                                                           |                    | (0.4   | )                |   |      | (0.3  | )     |   |   | (0.6   | )     |   |   | (0.5  | )    
|(Repayment of) proceeds from short-term debt obligations                         |                                                           |                    | (1.0   | )                |   |      | 33.5  |       |   |   | (0.2   | )     |   |   | (84.8 | )    
|Dividends                                                                        |                                                           |                    | (16.7  | )                |   |      | (13.5 | )     |   |   | (33.2  | )     |   |   | (27.0 | )    
|Repurchase of common shares                                                      |                                                           |                    | (235.1 | )                |   |      |      |       |   |   | (317.4 | )     |   |   |      |      
|Issuance of common shares                                                        |                                                           |                    | 16.2   |                  |   |      | 21.6  |       |   |   | 63.2   |       |   |   | 41.4  |      
|                                                                                
|Cash (used in) provided by financing activities                                  |                                                           |                    | (237.0 | )                |   |      | 41.3  |       |   |   | (288.2 | )     |   |   | (70.9 | )    
|                                                                                
|(Decrease) Increase in Cash and Cash Equivalents                                 |                                                           |                    | (55.7  | )                |   |      | 195.3 |       |   |   | (35.6  | )     |   |   | 201.8 |      
|Cash and Cash Equivalents, Beginning of Period                                   |                                                           |                    | 479.0  |                  |   |      | 11.2  |       |   |   | 458.9  |       |   |   | 4.7   |      
|                                                                                
|Cash and Cash Equivalents, End of Period                                         |                                                           | $                  | 423.3  |                  |   | $    | 206.5 |       |   | $ | 423.3  |       |   | $ | 206.5 |      
|                                                                                
|Supplemental cash flow disclosure                                                |                                                           |                    |        |                  |   |      |       |       |   |   |        |       |   |   |       |      
|                                                                                 | Interest paid                                             |                    | $      | 29.5             |   |      | $     | 30.2  |   |   | $      | 40.7  |   |   | $     | 43.6  |  
|                                                                                 | Income taxes paid                                         |                    | $      | 31.9             |   |      | $     | 9.0   |   |   | $      | 107.4 |   |   | $     | 15.2  |  
|                                                                                



4



---



##### Table of Contents



Potash Corporation of Saskatchewan Inc.







Notes to the Condensed Consolidated Financial Statements


For the Three and Six Months Ended June 30, 2005


(in millions of US dollars except share and per-share
amounts)


(unaudited)




|   |                                
|-- | -------------------------------
|1. | Significant Accounting Policies

Basis of Presentation






Principles
of Consolidation




























Recent Accounting Pronouncements


Comprehensive Income, Equity, Financial Instruments and
    Hedges






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Financial assets will be classified as either held-to-maturity,
    held-for-trading or available-for-sale. Held-to-maturity
    classification will be restricted to fixed maturity instruments
    that the company intends and is able to hold to maturity and
    will be accounted for at amortized cost. Held-for-trading
    instruments will be recorded at fair value with realized and
    unrealized gains and

5



---



##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | losses reported in net income. The remaining financial assets
    will be classified as available-for-sale. These will be recorded
    at fair value with unrealized gains and losses reported in a new
    category in shareholders equity called other comprehensive
    income (OCI).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Derivatives will be classified as held-for-trading unless
    designated as hedging instruments. All derivatives, including
    embedded derivatives that must be separately accounted for, will
    be recorded at fair value on the Consolidated Statement of
    Financial Position. For derivatives that hedge the changes in
    fair value of an asset or liability, changes in the
    derivatives fair value will be reported in net income and
    be substantially offset by changes in the fair value of the
    hedged asset or liability attributable to the risk being hedged.
    For derivatives that hedge variability in cash flows, the
    effective portion of the changes in the derivatives fair
    value will be initially recognized in OCI and the ineffective
    portion will be recorded in net income. The amounts temporarily
    recorded in OCI will subsequently be reclassified to net income
    in the periods when net income is affected by the variability in
    the cash flows of the hedged item.



2.   Change in Accounting Policy


Consolidation of Variable Interest Entities




3.   Inventories


|                       |  |          |       |              |  |   |       | 
|---------------------- |  | -------- | ----- | ------------ |  | - | ----- | 
|                       |  | June 30, |       | December 31,
|                       |  | 2005     |       | 2004        
|                      
|Finished product       |  | $        | 172.1 |              |  | $ | 181.8 | 
|Materials and supplies |  |          | 95.2  |              |  |   | 97.7  | 
|Raw materials          |  |          | 44.1  |              |  |   | 50.3  | 
|Work in process        |  |          | 78.7  |              |  |   | 67.0  | 
|                      
|                       |  | $        | 390.1 |              |  | $ | 396.8 | 
|                      

4.   Other Assets




6



---



##### Table of Contents



5.   Share Capital






6.   Plant Shutdowns  2003








|                                          |  |             |       |             |  |   |       | 
|----------------------------------------- |  | ----------- | ----- | ----------- |  | - | ----- | 
|                                          |  | Cumulative  |       | Total Costs
|                                          |  | Costs       |       | Expected   
|                                          |  | Incurred to |       | to be      
|                                          |  | Date        |       | Incurred   
|                                         
|Nitrogen Segment                          |  |             |       |             |  |   |       | 
|Employee termination and related benefits |  | $           | 4.8   |             |  | $ | 4.8   | 
|Writedown of parts inventory              |  |             | 12.4  |             |  |   | 12.4  | 
|Asset impairment charges                  |  |             | 101.6 |             |  |   | 101.6 | 
|Other related exit costs                  |  |             |      |             |  |   | 12.1  | 
|                                         
|                                          |  |             | 118.8 |             |  |   | 130.9 | 
|                                         
|Phosphate Segment                         |  |             |       |             |  |   |       | 
|Employee termination and related benefits |  |             | 0.6   |             |  |   | 0.6   | 
|Writedown of parts inventory              |  |             | 0.3   |             |  |   | 0.3   | 
|Asset impairment charges                  |  |             | 4.0   |             |  |   | 4.0   | 
|                                         
|                                          |  |             | 4.9   |             |  |   | 4.9   | 
|                                         
|                                          |  | $           | 123.7 |             |  | $ | 135.8 | 
|                                         

7



---



##### Table of Contents



7.   Provision for PCS Yumbes
S.C.M.  2004




8.   Income Taxes




9.   Net Income Per Share






|    |                    
|--- | -------------------
|10. | Segment Information



|                                |  |                                  |       |           |  |          |       |            |  |              |       |  |  |   |     |  |  |   |         | 
|------------------------------- |  | -------------------------------- | ----- | --------- |  | -------- | ----- | ---------- |  | ------------ | ----- |  |  | - | --- |  |  | - | ------- | 
|                                |  | Three Months Ended June 30, 2005
|                                |  | Potash                           |       | Phosphate |  | Nitrogen |       | All Others |  | Consolidated
|                               
|Sales                           |  | $                                | 401.6 |           |  | $        | 291.3 |            |  | $            | 364.4 |  |  | $ |    |  |  | $ | 1,057.3 | 
|Freight                         |  |                                  | 37.5  |           |  |          | 20.0  |            |  |              | 9.9   |  |  |   |    |  |  |   | 67.4    | 
|Transportation and distribution |  |                                  | 9.5   |           |  |          | 8.8   |            |  |              | 13.8  |  |  |   |    |  |  |   | 32.1    | 
|Net sales  third party         |  |                                  | 354.6 |           |  |          | 262.5 |            |  |              | 340.7 |  |  |   |    |  |  |   |         | 
|Cost of goods sold              |  |                                  | 131.3 |           |  |          | 240.4 |            |  |              | 241.3 |  |  |   |    |  |  |   | 613.0   | 
|Gross margin                    |  |                                  | 223.3 |           |  |          | 22.1  |            |  |              | 99.4  |  |  |   |    |  |  |   | 344.8   | 
|Depreciation and amortization   |  |                                  | 18.3  |           |  |          | 24.0  |            |  |              | 17.5  |  |  |   | 2.6 |  |  |   | 62.4    | 
|Inter-segment sales             |  |                                  | 2.4   |           |  |          | 4.7   |            |  |              | 28.7  |  |  |   |    |  |  |   |        | 

8



---



##### Table of Contents



|                                |  |                                  |       |           |  |          |       |            |  |              |       |  |  |   |     |  |  |   |       | 
|------------------------------- |  | -------------------------------- | ----- | --------- |  | -------- | ----- | ---------- |  | ------------ | ----- |  |  | - | --- |  |  | - | ----- | 
|                                |  | Three Months Ended June 30, 2004
|                                |  | Potash                           |       | Phosphate |  | Nitrogen |       | All Others |  | Consolidated
|                               
|Sales                           |  | $                                | 316.4 |           |  | $        | 236.9 |            |  | $            | 280.4 |  |  | $ |    |  |  | $ | 833.7 | 
|Freight                         |  |                                  | 41.2  |           |  |          | 16.1  |            |  |              | 11.6  |  |  |   |    |  |  |   | 68.9  | 
|Transportation and distribution |  |                                  | 12.5  |           |  |          | 7.4   |            |  |              | 11.4  |  |  |   |    |  |  |   | 31.3  | 
|Net sales  third party         |  |                                  | 262.7 |           |  |          | 213.4 |            |  |              | 257.4 |  |  |   |    |  |  |   |       | 
|Cost of goods sold              |  |                                  | 141.3 |           |  |          | 207.7 |            |  |              | 213.8 |  |  |   |    |  |  |   | 562.8 | 
|Gross margin                    |  |                                  | 121.4 |           |  |          | 5.7   |            |  |              | 43.6  |  |  |   |    |  |  |   | 170.7 | 
|Depreciation and amortization   |  |                                  | 19.9  |           |  |          | 21.4  |            |  |              | 20.3  |  |  |   | 2.3 |  |  |   | 63.9  | 
|Inter-segment sales             |  |                                  | 0.7   |           |  |          | 3.4   |            |  |              | 22.3  |  |  |   |    |  |  |   |      | 

|                                |  |                                |       |           |  |          |       |            |  |              |       |  |  |   |     |  |  |   |         | 
|------------------------------- |  | ------------------------------ | ----- | --------- |  | -------- | ----- | ---------- |  | ------------ | ----- |  |  | - | --- |  |  | - | ------- | 
|                                |  | Six Months Ended June 30, 2005
|                                |  | Potash                         |       | Phosphate |  | Nitrogen |       | All Others |  | Consolidated
|                               
|Sales                           |  | $                              | 753.7 |           |  | $        | 555.8 |            |  | $            | 669.2 |  |  | $ |    |  |  | $ | 1,978.7 | 
|Freight                         |  |                                | 74.7  |           |  |          | 39.8  |            |  |              | 20.1  |  |  |   |    |  |  |   | 134.6   | 
|Transportation and distribution |  |                                | 18.6  |           |  |          | 16.9  |            |  |              | 25.5  |  |  |   |    |  |  |   | 61.0    | 
|Net sales  third party         |  |                                | 660.4 |           |  |          | 499.1 |            |  |              | 623.6 |  |  |   |    |  |  |   |         | 
|Cost of goods sold              |  |                                | 260.9 |           |  |          | 460.0 |            |  |              | 458.9 |  |  |   |    |  |  |   | 1,179.8 | 
|Gross margin                    |  |                                | 399.5 |           |  |          | 39.1  |            |  |              | 164.7 |  |  |   |    |  |  |   | 603.3   | 
|Depreciation and amortization   |  |                                | 36.4  |           |  |          | 46.1  |            |  |              | 34.6  |  |  |   | 4.9 |  |  |   | 122.0   | 
|Inter-segment sales             |  |                                | 4.4   |           |  |          | 8.9   |            |  |              | 48.5  |  |  |   |    |  |  |   |        | 

|                                |  |                                |       |           |  |          |       |            |  |              |       |  |  |   |     |  |  |   |         | 
|------------------------------- |  | ------------------------------ | ----- | --------- |  | -------- | ----- | ---------- |  | ------------ | ----- |  |  | - | --- |  |  | - | ------- | 
|                                |  | Six Months Ended June 30, 2004
|                                |  | Potash                         |       | Phosphate |  | Nitrogen |       | All Others |  | Consolidated
|                               
|Sales                           |  | $                              | 540.1 |           |  | $        | 454.5 |            |  | $            | 567.5 |  |  | $ |    |  |  | $ | 1,562.1 | 
|Freight                         |  |                                | 74.7  |           |  |          | 31.8  |            |  |              | 20.5  |  |  |   |    |  |  |   | 127.0   | 
|Transportation and distribution |  |                                | 21.2  |           |  |          | 12.7  |            |  |              | 20.4  |  |  |   |    |  |  |   | 54.3    | 
|Net sales  third party         |  |                                | 444.2 |           |  |          | 410.0 |            |  |              | 526.6 |  |  |   |    |  |  |   |         | 
|Cost of goods sold              |  |                                | 256.1 |           |  |          | 405.2 |            |  |              | 424.8 |  |  |   |    |  |  |   | 1,086.1 | 
|Gross margin                    |  |                                | 188.1 |           |  |          | 4.8   |            |  |              | 101.8 |  |  |   |    |  |  |   | 294.7   | 
|Depreciation and amortization   |  |                                | 36.8  |           |  |          | 41.9  |            |  |              | 40.2  |  |  |   | 4.7 |  |  |   | 123.6   | 
|Inter-segment sales             |  |                                | 3.6   |           |  |          | 6.5   |            |  |              | 44.1  |  |  |   |    |  |  |   |        | 



|    |                         
|--- | ------------------------
|11. | Stock-based Compensation



9



---



##### Table of Contents





|                                                                                                                                                            |  |               |       |               |  |      |      |      |  |   |       |   |  |   |       |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----- | ------------- |  | ---- | ---- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                                                                                                            |  | Three Months  |       | Six Months   
|                                                                                                                                                            |  | Ended June 30 |       | Ended June 30
|                                                                                                                                                            |  | 2005          |       | 2004          |  | 2005 |      | 2004
|                                                                                                                                                           
|Net income  as reported                                                                                                                                    |  | $             | 164.2 |               |  | $    | 72.6 |      |  | $ | 295.5 |   |  | $ | 123.3 |  
|Add: Stock-based employee compensation expense included in
    reported net       income, net of related tax effects                                        |  |               | 15.4  |               |  |      | 2.2  |      |  |   | 16.1  |   |  |   | 4.4   |  
|Less: Total stock-based employee compensation expense
 determined under       fair value based method for all option awards,
    net of related tax effects |  |               | (15.4 | )             |  |      | (3.2 | )    |  |   | (16.1 | ) |  |   | (6.4  | )
|                                                                                                                                                           
|Net income  pro
    forma(1)                                                                                                                               |  | $             | 164.2 |               |  | $    | 71.6 |      |  | $ | 295.5 |   |  | $ | 121.3 |  
|                                                                                                                                                           



|    |                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Compensation expense under the fair value method is recognized
    over the vesting period of the related stock options.
    Accordingly, the pro forma results of applying this method may
    not be indicative of future results.

|                             |             |  |   |      |  |  |   |      |  |  |   |      |  |  |   |      | 
|---------------------------- | ----------- |  | - | ---- |  |  | - | ---- |  |  | - | ---- |  |  | - | ---- | 
|Basic net income per share   |             |  |   |      |  |  |   |      |  |  |   |      |  |  |   |     
|                             | As reported |  | $ | 1.50 |  |  | $ | 0.68 |  |  | $ | 2.68 |  |  | $ | 1.15 | 
|                             | Pro forma   |  | $ | 1.50 |  |  | $ | 0.67 |  |  | $ | 2.68 |  |  | $ | 1.14 | 
|                            
|Diluted net income per share |             |  |   |      |  |  |   |      |  |  |   |      |  |  |   |     
|                             | As reported |  | $ | 1.46 |  |  | $ | 0.67 |  |  | $ | 2.61 |  |  | $ | 1.14 | 
|                             | Pro forma   |  | $ | 1.46 |  |  | $ | 0.66 |  |  | $ | 2.61 |  |  | $ | 1.12 | 



|                         |  |               |           |      |  |      |         |  |  |   |         | 
|------------------------ |  | ------------- | --------- | ---- |  | ---- | ------- |  |  | - | ------- | 
|                         |  | Year of Grant
|                         |  | 2005          |           | 2003 |  | 2002
|                        
|Expected dividend        |  | $             | 0.60      |      |  | $    | 0.50    |  |  | $ | 0.50    | 
|Expected volatility      |  |               | 28%       |      |  |      | 27%     |  |  |   | 32%     | 
|Risk-free interest rate  |  |               | 3.86%     |      |  |      | 4.06%   |  |  |   | 4.13%   | 
|Expected life of options |  |               | 6.5 years |      |  |      | 8 years |  |  |   | 8 years | 





|    |                                         
|--- | ----------------------------------------
|12. | Post-Retirement/Post-Employment Expenses

|                               |  |               |      |               |  |      |      |      |  |   |       |   |  |   |       |  
|------------------------------ |  | ------------- | ---- | ------------- |  | ---- | ---- | ---- |  | - | ----- | - |  | - | ----- | -
|Defined Benefit Pension
Plans  |  | Three Months  |      | Six Months   
|                               |  | Ended June 30 |      | Ended June 30
|                               |  | 2005          |      | 2004          |  | 2005 |      | 2004
|                              
|Service cost                   |  | $             | 3.4  |               |  | $    | 3.5  |      |  | $ | 7.0   |   |  | $ | 7.0   |  
|Interest cost                  |  |               | 7.8  |               |  |      | 7.5  |      |  |   | 15.6  |   |  |   | 15.0  |  
|Expected return on plan assets |  |               | (9.5 | )             |  |      | (8.4 | )    |  |   | (18.4 | ) |  |   | (16.8 | )
|Net amortization               |  |               | 1.3  |               |  |      | 1.1  |      |  |   | 3.0   |   |  |   | 2.2   |  
|                              
|Net expense                    |  | $             | 3.0  |               |  | $    | 3.7  |      |  | $ | 7.2   |   |  | $ | 7.4   |  
|                              

10



---



##### Table of Contents



|                            |  |               |     |               |  |      |     |      |  |   |      |  |  |   |      | 
|--------------------------- |  | ------------- | --- | ------------- |  | ---- | --- | ---- |  | - | ---- |  |  | - | ---- | 
|Other
Post-Retirement Plans |  | Three Months  |     | Six Months   
|                            |  | Ended June 30 |     | Ended June 30
|                            |  | 2005          |     | 2004          |  | 2005 |     | 2004
|                           
|Service cost                |  | $             | 1.4 |               |  | $    | 1.4 |      |  | $ | 2.8  |  |  | $ | 2.8  | 
|Interest cost               |  |               | 3.3 |               |  |      | 3.5 |      |  |   | 6.6  |  |  |   | 7.0  | 
|Net amortization            |  |               | 0.4 |               |  |      | 0.4 |      |  |   | 0.8  |  |  |   | 0.8  | 
|                           
|Net expense                 |  | $             | 5.1 |               |  | $    | 5.3 |      |  | $ | 10.2 |  |  | $ | 10.6 | 
|                           





|    |             
|--- | ------------
|13. | Other Income

|                                      |  |               |      |               |  |      |     |      |  |   |      |  |  |   |      | 
|------------------------------------- |  | ------------- | ---- | ------------- |  | ---- | --- | ---- |  | - | ---- |  |  | - | ---- | 
|                                      |  | Three Months  |      | Six Months   
|                                      |  | Ended June 30 |      | Ended June 30
|                                      |  | 2005          |      | 2004          |  | 2005 |     | 2004
|                                     
|Share of earnings of equity investees |  | $             | 13.4 |               |  | $    | 3.9 |      |  | $ | 26.5 |  |  | $ | 7.7  | 
|Dividend income                       |  |               |     |               |  |      | 2.2 |      |  |   | 3.1  |  |  |   | 2.2  | 
|Other                                 |  |               | 0.5  |               |  |      | 3.1 |      |  |   | 4.3  |  |  |   | 6.2  | 
|                                     
|                                      |  | $             | 13.9 |               |  | $    | 9.2 |      |  | $ | 33.9 |  |  | $ | 16.1 | 
|                                     



|    |            
|--- | -----------
|14. | Seasonality





|    |              
|--- | -------------
|15. | Contingencies

Canpotex




Mining
Risk




Investment
in APC




11



---



##### Table of Contents





|                        | 
|----------------------- | 
|Legal and Other Matters













|    |           
|--- | ----------
|16. | Guarantees



12



---



##### Table of Contents



17.
    Reconciliation of Canadian and United States Generally Accepted Accounting Principles  (a) Long-term investments:
 (b) Property, plant and equipment and goodwill:
 13




---



##### Table of Contents



(c) Depreciation and amortization:
 (d) Asset retirement obligations:
 (e) Post-retirement and post-employment benefits:
  (f) Foreign currency translation adjustment:
 (g) Derivative instruments and hedging activities:
 (h) Comprehensive income:
 14




---



##### Table of Contents



(i) Income taxes related to the above adjustments:
 (j) Income tax consequences of stock-based employee compensation:
 Three Months
    
    Six MonthsEnded June 30
    
    Ended June 302005
    
    2004
    
    2005
    
    2004Net income as previously reported  US GAAP
    
    $
    166.1
    
    
    $
    74.0
    
    
    $
    299.0
    
    
    $
    128.1Net income as restated  US GAAP
    
    
    164.6
    
    
    
    72.8
    
    
    
    286.7
    
    
    
    125.5Diluted net income per share as previously
reported  US GAAP
    
    
    1.48
    
    
    
    0.68
    
    
    
    2.64
    
    
    
    1.18Diluted net income per share as restated  US
GAAP
    
    
    1.46
    
    
    
    0.67
    
    
    
    2.53
    
    
    
    1.16
  (k) Cash flow statements:
 The application of US GAAP, as described above, would have had the following effects on net
income, net income per share, total assets, shareholders equity and comprehensive income. All
share and per-share data have been retroactively adjusted to reflect the stock split described in
Note 18.
 Three Months
    
    Six MonthsEnded June 30
    
    Ended June 302005(1)
    
    2004(1)
    
    2005(1)
    
    2004(1)Net income as reported  Canadian GAAP
    
    $
    164.2
    
    
    $
    72.6
    
    
    $
    295.5
    
    
    $
    123.3Items increasing or decreasing reported net incomeCash flow hedge ineffectiveness
    
    
    0.8
    
    
    
    
    
    
    
    1.0
    
    
    
    Depreciation and amortization
    
    
    2.1
    
    
    
    2.1
    
    
    
    4.2
    
    
    
    4.2Accretion of asset retirement obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.3Deferred income taxes related to the above adjustments
    
    
    (1.0
    )
    
    
    (0.7
    )
    
    
    (1.7
    )
    
    
    (2.7
    )Income taxes related to stock-based compensation
    
    
    (1.5
    )
    
    
    (1.2
    )
    
    
    (12.3
    )
    
    
    (2.6
    )Net income  US GAAP
    
    $
    164.6
    
    
    $
    72.8
    
    
    $
    286.7
    
    
    $
    125.5Basic weighted average shares outstanding  US GAAP
    
    
    109,636,000
    
    
    
    107,046,000
    
    
    
    110,365,000
    
    
    
    106,866,000Diluted weighted average shares outstanding  US GAAP
    
    
    112,436,000
    
    
    
    108,642,000
    
    
    
    113,406,000
    
    
    
    108,230,000Basic net income per share  US GAAP
    
    $
    1.50
    
    
    $
    0.68
    
    
    $
    2.60
    
    
    $
    1.17Diluted net income per share  US GAAP
    
    $
    1.46
    
    
    $
    0.67
    
    
    $
    2.53
    
    
    $
    1.16
 (1)
    
    Restated as per Note 17(j).
 15




---



##### Table of Contents



June 30,
    
    December 31,2005
    
    2004Total assets as reported  Canadian GAAP
    
    $
    5,207.3
    
    
    $
    5,126.8Items increasing (decreasing) reported total assetsInventory
    
    
    3.1
    
    
    
    (3.0
    )Other current assets
    
    
    3.6
    
    
    
    2.6Available-for-sale securities (unrealized holding gain)
    
    
    240.8
    
    
    
    161.7Fair value of derivative instruments
    
    
    168.5
    
    
    
    66.5Property, plant and equipment
    
    
    (122.3
    )
    
    
    (126.5
    )Post-retirement and post-employment benefits
    
    
    11.7
    
    
    
    11.7Intangible asset relating to additional minimum pension liability
    
    
    9.6
    
    
    
    9.6Goodwill
    
    
    (46.7
    )
    
    
    (46.7
    )Total assets  US GAAP
    
    $
    5,475.6
    
    
    $
    5,202.7
 June 30,
    
    December 31,2005
    
    2004Total shareholders equity as reported  Canadian GAAP
    
    $
    2,417.4
    
    
    $
    2,385.6Items increasing (decreasing) reported shareholders equityAccumulated other comprehensive income, net of related income taxes
    
    
    222.2
    
    
    
    96.8Foreign currency translation adjustment
    
    
    20.9
    
    
    
    20.9Provision for asset impairment
    
    
    (218.0
    )
    
    
    (218.0
    )Depreciation and amortization
    
    
    49.0
    
    
    
    44.8Cash flow hedge ineffectiveness
    
    
    3.6
    
    
    
    2.6Post-retirement and post-employment benefits
    
    
    11.7
    
    
    
    11.7Deferred income taxes relating to the above adjustments
    
    
    28.7
    
    
    
    30.4Shareholders equity  US GAAP
    
    $
    2,535.5
    
    
    $
    2,374.8
 Six Months EndedJune 302005(1)
    
    2004(1)Net income  US GAAP
    
    $
    286.7
    
    
    $
    125.5Other comprehensive incomeChange in unrealized holding gain on available-for-sale securities
    
    
    79.1
    
    
    
    55.5Change in gains and losses on derivatives designated as cash flow hedges
    
    
    131.0
    
    
    
    43.5Reclassification to income of gains and losses on cash flow hedges
    
    
    (22.9
    )
    
    
    (25.8
    )Deferred income taxes related to other comprehensive income
    
    
    (61.8
    )
    
    
    (24.2
    )Other comprehensive income, net of related income taxes
    
    
    125.4
    
    
    
    49.0Comprehensive income  US GAAP
    
    $
    412.1
    
    
    $
    174.5
 (1)
    
    Restated as per Note 17(j).  June 30,
    
    December 31,2005
    
    2004Unrealized gains and losses on available-for-sale securities
    
    $
    159.7
    
    
    $
    106.7Gains and losses on derivatives designated as cash flow hedges
    
    
    119.8
    
    
    
    47.4Additional minimum pension liability
    
    
    (36.4
    )
    
    
    (36.4
    )Foreign currency translation adjustment
    
    
    (20.9
    )
    
    
    (20.9
    )Accumulated other comprehensive income  US GAAP
    
    $
    222.2
    
    
    $
    96.8
 16




---



##### Table of Contents



Supplemental US GAAP Disclosures
 Recent Accounting Pronouncements
     17




---



##### Table of Contents



Available-for-Sale Security
  18




---



##### Table of Contents



Stock-based Compensation
  Three Months
    
    Six MonthsEnded June 30
    
    Ended June 302005(2)
    
    2004(2)
    
    2005(2)
    
    2004(2)Net income  as reported under US GAAP
    
    $
    164.6
    
    
    $
    72.8
    
    
    $
    286.7
    
    
    $
    125.5Add: Stock-based employee compensation expense included
in           reported net income, net of related tax effects
    
    
    15.4
    
    
    
    2.2
    
    
    
    16.1
    
    
    
    4.4Less: Total stock-based employee compensation expense
determined           under fair value based method for all option
awards,           net of related tax effects
    
    
    (15.4
    )
    
    
    (3.2
    )
    
    
    (16.1
    )
    
    
    (6.4
    )Net income  pro forma under US GAAP(1)
    
    $
    164.6
    
    
    $
    71.8
    
    
    $
    286.7
    
    
    $
    123.5
 (1)
    
    Compensation expense under the fair value method is recognized over the vesting period of the related stock options.
Accordingly, the pro forma results of applying this method may not be indicative of future results.(2)
    
    Restated as per Note 17(j). Basic net income per share under US GAAPAs reported
    
    $
    1.50
    
    
    $
    0.68
    
    
    $
    2.60
    
    
    $
    1.17Pro forma
    
    $
    1.50
    
    
    $
    0.67
    
    
    $
    2.60
    
    
    $
    1.16Diluted net income per share under US GAAPAs reported
    
    $
    1.46
    
    
    $
    0.67
    
    
    $
    2.53
    
    
    $
    1.16Pro forma
    
    $
    1.46
    
    
    $
    0.66
    
    
    $
    2.53
    
    
    $
    1.14
 Derivative Instruments and Hedging Activities
 Cash Flow Hedges
  Fair Value Hedges
  19




---



##### Table of Contents





|    |                    
|--- | -------------------
|18. | Comparative Figures







|    |                 
|--- | ----------------
|19. | Subsequent Event



20



---



##### Table of Contents

















|         |                  
|-------- | -----------------
|        
|PART II. | OTHER INFORMATION
|        
|        
|ITEM 6.  | EXHIBITS         

|        |  |                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                         
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                         
|       
|3(a)    |  | Articles of Continuance of the registrant dated May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2002 (the Second Quarter 2002
    Form 10-Q).                                                                                                                     
|       
|3(b)    |  | Bylaws of the registrant effective May 15, 2002,
    incorporated by reference to Exhibit 3(a) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                
|       
|4(a)    |  | Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.                                                                            
|       
|4(b)    |  | Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003, incorporated by
    reference to Exhibit 4(b) to the registrants report
    on Form 10-Q for the quarterly period ended
    September 30, 2003 (the Third Quarter 2003
    Form 10-Q).
|       
|4(c)    |  | Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004,
    incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 8-K dated
    September 21, 2004.                                                            
|       
|4(d)    |  | Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York,
    incorporated by reference to Exhibit 4(a) to the
    registrants report on Form 8-K dated June 18,
    1997 (the 1997 Form 8-K).                                                                                                          
|       
|4(e)    |  | Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York, incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 10-K for the year ended
    December 31, 2002 (the 2002 Form 10-K).                                                                                   
|       
|4(f)    |  | Form of Notes relating to the registrants offering of
    $400,000,000 principal amount of 7.125% Notes due June 15,
    2007, incorporated by reference to Exhibit 4(b) to the 1997
    Form 8-K.                                                                                                                                                                     
|       
|4(g)    |  | Form of Notes relating to the registrants offering of
    $600,000,000 principal amount of 7.75% Notes due May 31,
    2011, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated May 17,
    2001.                                                                                                                                 
|       
|4(h)    |  | Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due March 1,
    2013, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated
    February 28, 2003.                                                                                                                           



21



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|10(a)   |  | Sixth Voting Agreement dated April 22, 1978, between
    Central Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales and Texasgulf Inc., incorporated by reference
    to Exhibit 10(f) to the registrants registration
    statement on Form F-1 (File No. 33-31303) (the
    F-1 Registration Statement).                                                         
|       
|10(b)   |  | Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International Minerals
    and Chemical Corporation (Canada) Limited, PCS Sales, Texasgulf
    Inc. and Canpotex Limited as amended by Canpotex S&P
    amending agreement dated November 4, 1987, incorporated by
    reference to Exhibit 10(g) to the F-1 Registration
    Statement.
|       
|10(c)   |  | Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales, incorporated by reference to
    Exhibit 10(h) to the F-1 Registration Statement.                                                                                                                                                                                                                                                                                         
|       
|10(d)   |  | Canpotex/PCS Amending Agreement, dated as of October 1,
    1992, incorporated by reference to Exhibit 10(f) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                                                                                                                                                                                                                                      
|       
|10(e)   |  | Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993, incorporated by reference to
    Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                             
|       
|10(f)   |  | Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                    
|       
|10(g)   |  | Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002, incorporated by reference to
    Exhibit 10(g) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2004
    (the Second Quarter 2004 Form 10-Q).                                                                                                                                                                                                
|       
|10(h)   |  | Form of Agreement of Limited Partnership of Arcadian
    Fertilizer, L.P. dated as of March 3, 1992, and the
    related Certificate of Limited Partnership of Arcadian
    Fertilizer, L.P., filed with the Secretary of State of the
    State of Delaware on March 3, 1992, incorporated by
    reference to Exhibits 3.1 and 3.2 to Arcadian
    Partners L.P.s Registration Statement on
    Form S-1 (File No. 33-45828).                               
|       
|10(i)   |  | Amendment to Agreement of Limited Partnership of Arcadian
    Fertilizer, L.P. and related Certificates of Limited
    Partnership of Arcadian Fertilizer, L.P. filed with the
    Secretary of State of the State of Delaware on March 6,
    1997 and November 26, 1997, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 1998 (the
    1998 Form 10-K).                         
|       
|10(j)   |  | Second amendment to Agreement of Limited Partnership of PCS
    Nitrogen Fertilizer, L.P. dated December 15, 2002,
    incorporated by reference to Exhibit 10(i) to the 2002
    Form 10-K.                                                                                                                                                                                                                                                                   
|       
|10(k)   |  | Third amendment to Agreement of Limited Partnership of PCS
    Nitrogen Fertilizer, L.P. dated December 15, 2003,
    incorporated by reference to Exhibit 10(k) to the Second
    Quarter 2004 Form 10-Q.                                                                                                                                                                                                                                                     
|       
|10(l)   |  | Geismar Complex Services Agreement dated June 4, 1984,
    between Honeywell International, Inc. and Arcadian
    Corporation, incorporated by reference to Exhibit 10.4 to
    Arcadian Corporations Registration Statement on
    Form S-1 (File No. 33-34357).                                                                                                                                                                                             
|       
|10(m)   |  | Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International Minerals &
    Chemical Corporation (Canada) Limited and the registrants
    predecessor, incorporated by reference to Exhibit 10(e) to the
    F-1 Registration Statement.                                                                                                                                                                              

22



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|10(n)   |  | Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978, incorporated
    by reference to Exhibit 10(p) to the registrants
    report on Form 10-K for the year ended December 31,
    1990.                                                                                                                                                                                                                                   
|       
|10(o)   |  | Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended),
    incorporated by reference to Exhibit 10(l) to the 1998
    Form 10-K.                                                                                                                                                                                                                                                                                    
|       
|10(p)   |  | Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited,
    International Minerals & Chemical (Canada) Limited
    Partnership and the registrant assigning the interest in the
    Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.                                                  
|       
|10(q)   |  | Operating Agreement dated May 11, 1993, between BP
    Chemicals Inc. and Arcadian Ohio, L.P., as amended by
    the First Amendment to the Operating Agreement dated as of
    November 20, 1995, between BP Chemicals Inc. and
    Arcadian Ohio, L.P. (the First Amendment),
    incorporated by reference to Exhibit 10.2 to Arcadian
    Partners L.P.s current report on Form 8-K for
    the report event dated May 11, 1993, except for the First
    Amendment which is incorporated by reference to Arcadian
    Corporations report on Form 10-K for the year ended
    December 31, 1995.
|       
|10(r)   |  | Second Amendment to Operating Agreement between BP
    Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
    November 25, 1996, incorporated by reference to
    Exhibit 10(k) of the registrants report on
    Form 10-K for the year ended December 31, 1997 (the
    1997 Form 10-K).                                                                                                                                                                                                                                                                                                           
|       
|10(s)   |  | Manufacturing Support Agreement dated May 11, 1993, between
    BP Chemicals Inc. and Arcadian Ohio, L.P.,
    incorporated by reference to Exhibit 10.3 to Arcadian
    Partners L.P.s current report on Form 8-K for
    the report event dated May 11, 1993.                                                                                                                                                                                                                                                                                                                                         
|       
|10(t)   |  | First Amendment to Manufacturing Support Agreement dated as of
    November 25, 1996, between BP Chemicals, Inc. and
    Arcadian Ohio, L.P., incorporated by reference to
    Exhibit 10(l) to the 1997 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                      
|       
|10(u)   |  | Letter of amendment to the Manufacturing Support Agreement and
    Operating Agreement dated September 8, 2003, between BP
    Chemicals Inc. and PCS Nitrogen Ohio, L.P.,
    incorporated by reference to Exhibit 10(s) to the Third
    Quarter 2003 Form 10-Q.                                                                                                                                                                                                                                                                                                                                       
|       
|10(v)   |  | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended January 23, 2001,
    incorporated by reference to Exhibit 10(bb) to the Second
    Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|10(w)   |  | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended
    January 23, 2001, incorporated by reference to
    Exhibit 10(aa) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|10(x)   |  | Short-Term Incentive Plan of the registrant effective January
    2000, as amended March 10, 2005, incorporated by reference
    to Exhibit 10(x) to the registrants report on
    Form 10-K for the year ended December 31, 2004 (the
    2004 Form 10-K).                                                                                                                                                                                                                                                                                                                                           
|       
|10(y)   |  | Long-Term Incentive Plan of the registrant effective January
    2000, incorporated by reference to Exhibit 10(aa) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2000 (the Second Quarter 2000
    Form 10-Q).                                                                                                                                                                                                                                                                                                                                               
|       
|10(z)   |  | Long-Term Incentive Plan of the registrant effective January
    2003, incorporated by reference to Exhibit 10(y) to the
    2002 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|10(aa)  |  | Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant,
    incorporated by reference to Exhibit 10(o) to the 1995
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                               

23



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                  
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                  
|       
|10(bb)  |  | Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant,
    incorporated by reference to Exhibit 10(x) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                             
|       
|10(cc)  |  | Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements, incorporated by reference to
    Exhibit 10(mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).
|       
|10(dd)  |  | Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant dated November 4, 2002,
    incorporated by reference to Exhibit 10(cc) to the 2002
    Form 10-K.                                                                                                                                             
|       
|10(ee)  |  | Supplemental Retirement Benefits Plan for U.S. Executives
    dated effective January 1, 1999, incorporated by reference
    to Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.                                                                                                                                                             
|       
|10(ff)  |  | Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant, concerning a
    change in control of the registrant, incorporated by reference
    to Exhibit 10(p) to the 1995 Form 10-K.                                                                                                       
|       
|10(gg)  |  | Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant, incorporated by reference to Exhibit 10(q) to
    the 1995 Form 10-K.                                                                                                                            
|       
|10(hh)  |  | Resolution and Form of Agreement of Indemnification dated
    January 24, 2001, incorporated by reference to
    Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                           
|       
|10(ii)  |  | Resolution and Form of Agreement of Indemnification 
    July 21, 2004, incorporated by reference to
    Exhibit 10(ii) to the Second Quarter 2004 Form 10-Q.                                                                                                                                                                                   
|       
|10(jj)  |  | Chief Executive Officer Medical and Dental Benefits,
    incorporated by reference to Exhibit 10(jj) to the 2004
    Form 10-K.                                                                                                                                                                                                                  
|       
|10(kk)  |  | Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association,
    including Texasgulf Inc., incorporated by reference to
    Exhibit 10(t) to the 1995 Form 10-K.                                                                          
|       
|10(ll)  |  | International Agency Agreement dated January 1, 1995,
    between Phosphate Chemicals Export Association, Inc. and
    Texasgulf Inc. establishing Texasgulf Inc. as
    exclusive marketing agent for such associations wet
    phosphatic materials, incorporated by reference to
    Exhibit 10(u) to the 1995 Form 10-K.                    
|       
|10(mm)  |  | Deferred Share Unit Plan for Non-Employee Directors,
    incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                             
|       
|10(nn)  |  | Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, incorporated by reference to
    Exhibit 10(nn) to the registrants report on
    Form 10-Q for the quarterly period ended March 31,
    2005 (the First Quarter 2005 Form 10-Q).                                                       
|       
|11      |  | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                                  
|       
|31(a)   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                                     
|       
|31(b)   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                                     
|       
|32      |  | Certification pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                                     

24



---



##### Table of Contents






SIGNATURES






| |                      
| | ---------------------
| | POTASH CORPORATION OF
| | SASKATCHEWAN INC.    



| |     |                   
| | --- | ------------------
| | By: | /s/ JOSEPH PODWIKA

| |                                              
| | ---------------------------------------------
| |                                              
| | Joseph Podwika                               
| | Vice President, General Counsel and Secretary



| |     |                      
| | --- | ---------------------
| | By: | /s/ WAYNE R. BROWNLEE

| |                                             
| | --------------------------------------------
| |                                             
| | Wayne R. Brownlee                           
| | Senior Vice President, Treasurer and        
| | Chief Financial Officer                     
| | (Principal Financial and Accounting Officer)

25



---



##### Table of Contents



EXHIBIT INDEX


|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                         
|------- | ---- | ----------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Document
|        |      |                        
|       
|        | 3(a) |                         |  | Articles of Continuance of the registrant dated May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2002 (the Second Quarter 2002
    Form 10-Q).                                                                                                                     
|       
|        | 3(b) |                         |  | Bylaws of the registrant effective May 15, 2002,
    incorporated by reference to Exhibit 3(a) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                
|       
|        | 4(a) |                         |  | Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.                                                                            
|       
|        | 4(b) |                         |  | Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003, incorporated by
    reference to Exhibit 4(b) to the registrants report
    on Form 10-Q for the quarterly period ended
    September 30, 2003 (the Third Quarter 2003
    Form 10-Q).
|       
|        | 4(c) |                         |  | Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004,
    incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 8-K dated
    September 21, 2004.                                                            
|       
|        | 4(d) |                         |  | Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York,
    incorporated by reference to Exhibit 4(a) to the
    registrants report on Form 8-K dated June 18,
    1997 (the 1997 Form 8-K).                                                                                                          
|       
|        | 4(e) |                         |  | Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York, incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 10-K for the year ended
    December 31, 2002 (the 2002 Form 10-K).                                                                                   
|       
|        | 4(f) |                         |  | Form of Notes relating to the registrants offering of
    $400,000,000 principal amount of 7.125% Notes due June 15,
    2007, incorporated by reference to Exhibit 4(b) to the 1997
    Form 8-K.                                                                                                                                                                     
|       
|        | 4(g) |                         |  | Form of Notes relating to the registrants offering of
    $600,000,000 principal amount of 7.75% Notes due May 31,
    2011, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated May 17,
    2001.                                                                                                                                 
|       
|        | 4(h) |                         |  | Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due March 1,
    2013, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated
    February 28, 2003.                                                                                                                           







---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|10(a)   |  | Sixth Voting Agreement dated April 22, 1978, between
    Central Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales and Texasgulf Inc., incorporated by reference
    to Exhibit 10(f) to the registrants registration
    statement on Form F-1 (File No. 33-31303) (the
    F-1 Registration Statement).                                                         
|       
|10(b)   |  | Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International Minerals
    and Chemical Corporation (Canada) Limited, PCS Sales, Texasgulf
    Inc. and Canpotex Limited as amended by Canpotex S&P
    amending agreement dated November 4, 1987, incorporated by
    reference to Exhibit 10(g) to the F-1 Registration
    Statement.
|       
|10(c)   |  | Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales, incorporated by reference to
    Exhibit 10(h) to the F-1 Registration Statement.                                                                                                                                                                                                                                                                                         
|       
|10(d)   |  | Canpotex/PCS Amending Agreement, dated as of October 1,
    1992, incorporated by reference to Exhibit 10(f) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                                                                                                                                                                                                                                      
|       
|10(e)   |  | Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993, incorporated by reference to
    Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                             
|       
|10(f)   |  | Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                    
|       
|10(g)   |  | Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002, incorporated by reference to
    Exhibit 10(g) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2004
    (the Second Quarter 2004 Form 10-Q).                                                                                                                                                                                                
|       
|10(h)   |  | Form of Agreement of Limited Partnership of Arcadian
    Fertilizer, L.P. dated as of March 3, 1992, and the
    related Certificate of Limited Partnership of Arcadian
    Fertilizer, L.P., filed with the Secretary of State of the
    State of Delaware on March 3, 1992, incorporated by
    reference to Exhibits 3.1 and 3.2 to Arcadian
    Partners L.P.s Registration Statement on
    Form S-1 (File No. 33-45828).                               
|       
|10(i)   |  | Amendment to Agreement of Limited Partnership of Arcadian
    Fertilizer, L.P. and related Certificates of Limited
    Partnership of Arcadian Fertilizer, L.P. filed with the
    Secretary of State of the State of Delaware on March 6,
    1997 and November 26, 1997, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 1998 (the
    1998 Form 10-K).                         
|       
|10(j)   |  | Second amendment to Agreement of Limited Partnership of PCS
    Nitrogen Fertilizer, L.P. dated December 15, 2002,
    incorporated by reference to Exhibit 10(i) to the 2002
    Form 10-K.                                                                                                                                                                                                                                                                   
|       
|10(k)   |  | Third amendment to Agreement of Limited Partnership of PCS
    Nitrogen Fertilizer, L.P. dated December 15, 2003,
    incorporated by reference to Exhibit 10(k) to the Second
    Quarter 2004 Form 10-Q.                                                                                                                                                                                                                                                     
|       
|10(l)   |  | Geismar Complex Services Agreement dated June 4, 1984,
    between Honeywell International, Inc. and Arcadian
    Corporation, incorporated by reference to Exhibit 10.4 to
    Arcadian Corporations Registration Statement on
    Form S-1 (File No. 33-34357).                                                                                                                                                                                             
|       
|10(m)   |  | Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International Minerals &
    Chemical Corporation (Canada) Limited and the registrants
    predecessor, incorporated by reference to Exhibit 10(e) to the
    F-1 Registration Statement.                                                                                                                                                                              



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|10(n)   |  | Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978, incorporated
    by reference to Exhibit 10(p) to the registrants
    report on Form 10-K for the year ended December 31,
    1990.                                                                                                                                                                                                                                   
|       
|10(o)   |  | Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended),
    incorporated by reference to Exhibit 10(l) to the 1998
    Form 10-K.                                                                                                                                                                                                                                                                                    
|       
|10(p)   |  | Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited,
    International Minerals & Chemical (Canada) Limited
    Partnership and the registrant assigning the interest in the
    Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.                                                  
|       
|10(q)   |  | Operating Agreement dated May 11, 1993, between BP
    Chemicals Inc. and Arcadian Ohio, L.P., as amended by
    the First Amendment to the Operating Agreement dated as of
    November 20, 1995, between BP Chemicals Inc. and
    Arcadian Ohio, L.P. (the First Amendment),
    incorporated by reference to Exhibit 10.2 to Arcadian
    Partners L.P.s current report on Form 8-K for
    the report event dated May 11, 1993, except for the First
    Amendment which is incorporated by reference to Arcadian
    Corporations report on Form 10-K for the year ended
    December 31, 1995.
|       
|10(r)   |  | Second Amendment to Operating Agreement between BP
    Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
    November 25, 1996, incorporated by reference to
    Exhibit 10(k) of the registrants report on
    Form 10-K for the year ended December 31, 1997 (the
    1997 Form 10-K).                                                                                                                                                                                                                                                                                                           
|       
|10(s)   |  | Manufacturing Support Agreement dated May 11, 1993, between
    BP Chemicals Inc. and Arcadian Ohio, L.P.,
    incorporated by reference to Exhibit 10.3 to Arcadian
    Partners L.P.s current report on Form 8-K for
    the report event dated May 11, 1993.                                                                                                                                                                                                                                                                                                                                         
|       
|10(t)   |  | First Amendment to Manufacturing Support Agreement dated as of
    November 25, 1996, between BP Chemicals, Inc. and
    Arcadian Ohio, L.P., incorporated by reference to
    Exhibit 10(l) to the 1997 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                      
|       
|10(u)   |  | Letter of amendment to the Manufacturing Support Agreement and
    Operating Agreement dated September 8, 2003, between BP
    Chemicals Inc. and PCS Nitrogen Ohio, L.P.,
    incorporated by reference to Exhibit 10(s) to the Third
    Quarter 2003 Form 10-Q.                                                                                                                                                                                                                                                                                                                                       
|       
|10(v)   |  | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended January 23, 2001,
    incorporated by reference to Exhibit 10(bb) to the Second
    Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|10(w)   |  | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended
    January 23, 2001, incorporated by reference to
    Exhibit 10(aa) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|10(x)   |  | Short-Term Incentive Plan of the registrant effective January
    2000, as amended March 10, 2005, incorporated by reference
    to Exhibit 10(x) to the registrants report on
    Form 10-K for the year ended December 31, 2004 (the
    2004 Form 10-K).                                                                                                                                                                                                                                                                                                                                           
|       
|10(y)   |  | Long-Term Incentive Plan of the registrant effective January
    2000, incorporated by reference to Exhibit 10(aa) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2000 (the Second Quarter 2000
    Form 10-Q).                                                                                                                                                                                                                                                                                                                                               
|       
|10(z)   |  | Long-Term Incentive Plan of the registrant effective January
    2003, incorporated by reference to Exhibit 10(y) to the
    2002 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|10(aa)  |  | Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant,
    incorporated by reference to Exhibit 10(o) to the 1995
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                               



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                  
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                  
|       
|10(bb)  |  | Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant,
    incorporated by reference to Exhibit 10(x) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                             
|       
|10(cc)  |  | Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements, incorporated by reference to
    Exhibit 10(mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).
|       
|10(dd)  |  | Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant dated November 4, 2002,
    incorporated by reference to Exhibit 10(cc) to the 2002
    Form 10-K.                                                                                                                                             
|       
|10(ee)  |  | Supplemental Retirement Benefits Plan for U.S. Executives
    dated effective January 1, 1999, incorporated by reference
    to Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.                                                                                                                                                             
|       
|10(ff)  |  | Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant, concerning a
    change in control of the registrant, incorporated by reference
    to Exhibit 10(p) to the 1995 Form 10-K.                                                                                                       
|       
|10(gg)  |  | Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant, incorporated by reference to Exhibit 10(q) to
    the 1995 Form 10-K.                                                                                                                            
|       
|10(hh)  |  | Resolution and Form of Agreement of Indemnification dated
    January 24, 2001, incorporated by reference to
    Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                           
|       
|10(ii)  |  | Resolution and Form of Agreement of Indemnification 
    July 21, 2004, incorporated by reference to
    Exhibit 10(ii) to the Second Quarter 2004 Form 10-Q.                                                                                                                                                                                   
|       
|10(jj)  |  | Chief Executive Officer Medical and Dental Benefits,
    incorporated by reference to Exhibit 10(jj) to the 2004
    Form 10-K.                                                                                                                                                                                                                  
|       
|10(kk)  |  | Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association,
    including Texasgulf Inc., incorporated by reference to
    Exhibit 10(t) to the 1995 Form 10-K.                                                                          
|       
|10(ll)  |  | International Agency Agreement dated January 1, 1995,
    between Phosphate Chemicals Export Association, Inc. and
    Texasgulf Inc. establishing Texasgulf Inc. as
    exclusive marketing agent for such associations wet
    phosphatic materials, incorporated by reference to
    Exhibit 10(u) to the 1995 Form 10-K.                    
|       
|10(mm)  |  | Deferred Share Unit Plan for Non-Employee Directors,
    incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                             
|       
|10(nn)  |  | Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, incorporated by reference to
    Exhibit 10(nn) to the registrants report on
    Form 10-Q for the quarterly period ended March 31,
    2005 (the First Quarter 2005 Form 10-Q).                                                       
|       
|11      |  | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                                  
|       
|31(a)   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                                     
|       
|31(b)   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                                     
|       
|32      |  | Certification pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.