##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A  Amendment No. 1


|  |  |                                                                                            
|- |  | -------------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended March 31,
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 |  | (I.R.S. Employer   
|incorporation or organization)  |  | 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)


Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days.

YES x              NO o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2).

YES x              NO o

APPLICABLE ONLY TO CORPORATE
ISSUERS:

Indicate the number
of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

As at
April 30, 2005, Potash Corporation of Saskatchewan Inc. had
110,564,048 Common Shares outstanding.





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##### Table of Contents



EXPLANATORY NOTE




---



TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSConsolidated Statements of Financial PositionConsolidated Statements of Operations and Retained EarningsConsolidated Statements of Cash FlowNotes to the Consolidated Financial StatementsPART II. OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESStatement Re Computation of Per Share EarningsCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906    Table of Contents




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##### Table of Contents









PART I.     FINANCIAL
INFORMATION









|        |                     
|------- | --------------------
|ITEM 1. | FINANCIAL STATEMENTS

Potash Corporation of Saskatchewan
Inc.







Consolidated Statements of Financial
Position

(in millions of US dollars except share
amounts)


(unaudited)


|                                                                 |                                                                                                                                                                              |           |         |              |  |   |         |       | 
|---------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ------- | ------------ |  | - | ------- | ----- | 
|                                                                 |                                                                                                                                                                              | March 31, |         | December 31,
|                                                                 |                                                                                                                                                                              | 2005      |         | 2004        
|                                                                
|                                                                
|Assets                                                           |                                                                                                                                                                              |           |         |              |  |   |         |      
|Current assets                                                   |                                                                                                                                                                              |           |         |              |  |   |         |      
|                                                                 | Cash and cash equivalents                                                                                                                                                    |           | $       | 479.0        |  |   | $       | 458.9 | 
|                                                                 | Accounts receivable                                                                                                                                                          |           |         | 409.2        |  |   |         | 352.6 | 
|                                                                 | Inventories (Note 3)                                                                                                                                                         |           |         | 402.9        |  |   |         | 396.8 | 
|                                                                 | Prepaid expenses and other current assets                                                                                                                                    |           |         | 41.5         |  |   |         | 35.3  | 
|                                                                
|                                                                 |                                                                                                                                                                              |           | 1,332.6 |              |  |   | 1,243.6 |      
|                                                                
|Property, plant and equipment                                    |                                                                                                                                                                              |           | 3,094.5 |              |  |   | 3,098.9 |      
|Other assets                                                     |                                                                                                                                                                              |           | 652.0   |              |  |   | 650.2   |      
|Intangible assets                                                |                                                                                                                                                                              |           | 36.1    |              |  |   | 37.1    |      
|Goodwill                                                         |                                                                                                                                                                              |           | 97.0    |              |  |   | 97.0    |      
|                                                                
|                                                                 |                                                                                                                                                                              | $         | 5,212.2 |              |  | $ | 5,126.8 |      
|                                                                
|                                                                
|Liabilities                                                      |                                                                                                                                                                              |           |         |              |  |   |         |      
|Current liabilities                                              |                                                                                                                                                                              |           |         |              |  |   |         |      
|                                                                 | Short-term debt                                                                                                                                                              |           | $       | 94.3         |  |   | $       | 93.5  | 
|                                                                 | Accounts payable and accrued charges                                                                                                                                         |           |         | 593.7        |  |   |         | 599.9 | 
|                                                                 | Current portion of long-term debt                                                                                                                                            |           |         | 10.2         |  |   |         | 10.3  | 
|                                                                
|                                                                 |                                                                                                                                                                              |           | 698.2   |              |  |   | 703.7   |      
|                                                                
|Long-term debt                                                   |                                                                                                                                                                              |           | 1,258.5 |              |  |   | 1,258.6 |      
|Future income tax liability                                      |                                                                                                                                                                              |           | 504.6   |              |  |   | 499.4   |      
|Accrued post-retirement/post-employment benefits                 |                                                                                                                                                                              |           | 212.1   |              |  |   | 193.4   |      
|Accrued environmental costs and asset retirement
    obligations |                                                                                                                                                                              |           | 82.0    |              |  |   | 81.2    |      
|Other non-current liabilities and deferred credits               |                                                                                                                                                                              |           | 6.6     |              |  |   | 4.9     |      
|                                                                
|                                                                 |                                                                                                                                                                              |           | 2,762.0 |              |  |   | 2,741.2 |      
|                                                                
|Contingencies and Guarantees(Notes 13 and 14,
    respectively)  |                                                                                                                                                                              |           |         |              |  |   |         |      
|Shareholders Equity                                             |                                                                                                                                                                              |           |         |              |  |   |         |      
|Share capital (Note 4)                                           |                                                                                                                                                                              |           | 1,441.6 |              |  |   | 1,408.4 |      
|                                                                 | Unlimited authorization of common shares without
    par value; issued and outstanding 110,748,102 and 110,630,503 at
    March 31, 2005 and December 31, 2004, respectively |           |         |              |  |   |         |       | 
|                                                                 | Unlimited authorization of first preferred
    shares; none outstanding                                                                                                      |           |         |              |  |   |         |       | 
|Contributed surplus                                              |                                                                                                                                                                              |           | 192.6   |              |  |   | 275.7   |      
|Retained earnings                                                |                                                                                                                                                                              |           | 816.0   |              |  |   | 701.5   |      
|                                                                
|                                                                 |                                                                                                                                                                              |           | 2,450.2 |              |  |   | 2,385.6 |      
|                                                                
|                                                                 |                                                                                                                                                                              | $         | 5,212.2 |              |  | $ | 5,126.8 |      
|                                                                

(See Notes to the Consolidated Financial
Statements)

2



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##### Table of Contents



Potash Corporation of Saskatchewan
Inc.







Consolidated Statements of Operations and
Retained Earnings

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


(unaudited)


|                                           |         |                    |       |      |  |   |       |      | 
|------------------------------------------ | ------- | ------------------ | ----- | ---- |  | - | ----- | ---- | 
|                                           |         |                   
|                                           |         | Three Months Ended
|                                           |         | March 31          
|                                           |         | 2005               |       | 2004
|                                          
|                                          
|Sales(Note 8)                              |         | $                  | 921.4 |      |  | $ | 728.4 |     
|Less: Freight                              |         |                    | 67.2  |      |  |   | 58.1  |     
|Transportation
    and distribution        |         |                    | 28.9  |      |  |   | 23.0  |     
|Cost of
    goods sold                     |         |                    | 566.8 |      |  |   | 523.3 |     
|                                          
|Gross Margin                               |         |                    | 258.5 |      |  |   | 124.0 |     
|                                          
|Selling and administrative                 |         |                    | 29.3  |      |  |   | 26.2  |     
|Provincial mining and other taxes          |         |                    | 38.4  |      |  |   | 15.1  |     
|Foreign exchange gain                      |         |                    | (5.9  | )    |  |   | (8.2  | )   
|Other income (Note 11)                     |         |                    | (20.0 | )    |  |   | (6.9  | )   
|                                          
|                                           |         |                    | 41.8  |      |  |   | 26.2  |     
|                                          
|Operating Income                           |         |                    | 216.7 |      |  |   | 97.8  |     
|Interest Expense                           |         |                    | 20.7  |      |  |   | 22.1  |     
|                                          
|Income Before Income Taxes                 |         |                    | 196.0 |      |  |   | 75.7  |     
|Income Taxes(Note 6)                       |         |                    | 64.7  |      |  |   | 25.0  |     
|                                          
|Net Income                                 |         |                    | 131.3 |      |  |   | 50.7  |     
|Retained Earnings, Beginning of
    Period |         |                    | 701.5 |      |  |   | 462.8 |     
|Dividends                                  |         |                    | (16.8 | )    |  |   | (13.5 | )   
|                                          
|Retained Earnings, End of Period           |         | $                  | 816.0 |      |  | $ | 500.0 |     
|                                          
|Net Income Per Share(Note 7)               |         |                    |       |      |  |   |       |     
|                                           | Basic   |                    | $     | 1.18 |  |   | $     | 0.48 | 
|                                           | Diluted |                    | $     | 1.15 |  |   | $     | 0.47 | 
|                                          
|Dividends Per Share                        |         | $                  | 0.15  |      |  | $ | 0.12  |     
|                                          

(See Notes to the Consolidated Financial
Statements)

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Potash Corporation of Saskatchewan
Inc.







Consolidated Statements of Cash Flow

(in millions of US dollars)


(unaudited)


|                                                             |                                                               |                    |       |       |   |   |        |       |  
|------------------------------------------------------------ | ------------------------------------------------------------- | ------------------ | ----- | ----- | - | - | ------ | ----- | -
|                                                             |                                                               |                   
|                                                             |                                                               | Three Months Ended
|                                                             |                                                               | March 31          
|                                                             |                                                               | 2005               |       | 2004 
|                                                            
|                                                            
|Operating Activities                                         |                                                               |                    |       |       |   |   |        |      
|Net income                                                   |                                                               | $                  | 131.3 |       |   | $ | 50.7   |      
|                                                            
|Items not affecting cash                                     |                                                               |                    |       |       |   |   |        |      
|                                                             | Depreciation and amortization                                 |                    |       | 59.6  |   |   |        | 59.7  |  
|                                                             | Stock-based compensation                                      |                    |       | 1.0   |   |   |        | 2.8   |  
|                                                             | Loss on disposal of long-term assets                          |                    |       | 2.0   |   |   |        |      |  
|                                                             | Foreign exchange on future income tax                         |                    |       | (1.2  | ) |   |        | (2.9  | )
|                                                             | Provision for future income tax                               |                    |       | 6.5   |   |   |        | 15.0  |  
|                                                             | Share of earnings of equity investees                         |                    |       | (13.1 | ) |   |        | (3.8  | )
|                                                             | Other long-term liabilities                                   |                    |       | 5.2   |   |   |        | 5.4   |  
|                                                            
|                                                             | Subtotal of items not affecting cash                          |                    |       | 60.0  |   |   |        | 76.2  |  
|                                                            
|                                                             | Changes in non-cash operating working
    capital             |                    |       |       |   |   |        |      
|                                                             | Accounts receivable                                           |                    |       | (63.5 | ) |   |        | 32.9  |  
|                                                             | Inventories                                                   |                    |       | (1.7  | ) |   |        | (26.6 | )
|                                                             | Prepaid expenses and other current assets                     |                    |       | (6.2  | ) |   |        | (11.3 | )
|                                                             | Accounts payable and accrued charges                          |                    |       | 7.4   |   |   |        | 9.5   |  
|                                                             | Current income taxes                                          |                    |       | (11.8 | ) |   |        | 2.9   |  
|                                                            
|                                                             | Subtotal of changes in non-cash operating
    working capital |                    |       | (75.8 | ) |   |        | 7.4   |  
|                                                            
|Cash provided by operating
    activities                    |                                                               |                    | 115.5 |       |   |   | 134.3  |      
|                                                            
|Investing Activities                                         |                                                               |                    |       |       |   |   |        |      
|Additions to property, plant and equipment                   |                                                               |                    | (56.8 | )     |   |   | (16.4  | )    
|Proceeds from disposal of long-term assets                   |                                                               |                    | 7.5   |       |   |   |       |      
|Proceeds from sale of shares of PCS Yumbes
    S.C.M.        |                                                               |                    | 5.2   |       |   |   |       |      
|Other assets and intangible assets                           |                                                               |                    | (0.1  | )     |   |   | 0.8    |      
|                                                            
|Cash used in investing activities                            |                                                               |                    | (44.2 | )     |   |   | (15.6  | )    
|                                                            
|Cash before financing activities                             |                                                               |                    | 71.3  |       |   |   | 118.7  |      
|                                                            
|Financing Activities                                         |                                                               |                    |       |       |   |   |        |      
|Repayment of long-term debt obligations                      |                                                               |                    | (0.2  | )     |   |   | (0.2   | )    
|Proceeds from (repayment of) short-term debt
    obligations |                                                               |                    | 0.8   |       |   |   | (118.3 | )    
|Dividends                                                    |                                                               |                    | (16.5 | )     |   |   | (13.5  | )    
|Repurchase of common shares                                  |                                                               |                    | (82.3 | )     |   |   |       |      
|Issuance of common shares                                    |                                                               |                    | 47.0  |       |   |   | 19.8   |      
|                                                            
|Cash used in financing activities                            |                                                               |                    | (51.2 | )     |   |   | (112.2 | )    
|                                                            
|Increase in Cash and Cash
    Equivalents                    |                                                               |                    | 20.1  |       |   |   | 6.5    |      
|Cash and Cash Equivalents, Beginning of
    Period           |                                                               |                    | 458.9 |       |   |   | 4.7    |      
|                                                            
|Cash and Cash Equivalents, End of
    Period                 |                                                               | $                  | 479.0 |       |   | $ | 11.2   |      
|                                                            
|Supplemental cash flow disclosure                            |                                                               |                    |       |       |   |   |        |      
|                                                             | Interest paid                                                 |                    | $     | 11.2  |   |   | $      | 13.4  |  
|                                                             | Income taxes paid                                             |                    | $     | 75.5  |   |   | $      | 6.2   |  
|                                                            

(See Notes to the Consolidated Financial
Statements)

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Potash Corporation of Saskatchewan
Inc.







Notes to the Consolidated Financial
Statements

For the Three Months Ended March 31,
2005


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


(unaudited)




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

Basis of Presentation

With its subsidiaries, Potash Corporation of
Saskatchewan Inc. (PCS)  together known
as PotashCorp or the company except to
the extent the context otherwise requires  forms an
integrated fertilizer and related industrial and feed products
company. The companys accounting policies are in
accordance with accounting principles generally accepted in
Canada (Canadian GAAP). These policies are
consistent with accounting principles generally accepted in the
United States (US GAAP) except as outlined in
Note 15. The accounting policies used in preparing these
interim consolidated financial statements are consistent with
those used in the preparation of the 2004 annual consolidated
financial statements, except as disclosed in Note 2.

These interim consolidated financial statements
include the accounts of PCS and its subsidiaries; however, they
do not include all disclosures normally provided in annual
consolidated financial statements and should be read in
conjunction with the 2004 annual consolidated financial
statements. In managements opinion, the unaudited
financial statements include all adjustments (consisting solely
of normal recurring adjustments) necessary to present fairly
such information. Interim results are not necessarily indicative
of the results expected for the fiscal year.

Principles of Consolidation

The consolidated financial statements include the
accounts of the company and its principal operating subsidiaries:

 PCS
Sales (Canada) Inc.

 PCS
Joint Venture, L.P.


 PCS
Sales (USA), Inc.


 PCS
Phosphate Company, Inc.


 PCS
Purified Phosphates


 White
Springs Agricultural Chemicals, Inc. (White Springs)


 PCS
Nitrogen, Inc. (PCS Nitrogen)


 PCS
Nitrogen Fertilizer, L.P.


 PCS
Nitrogen Ohio, L.P.


 PCS
Nitrogen Trinidad Limited


 PCS
Cassidy Lake Company


 PCS
Fosfatos do Brasil Ltda.


Recent Accounting
Pronouncements

In January 2005, the CICA issued
Section 1530, Comprehensive Income,
Section 3251, Equity, Section 3855,
Financial Instruments  Recognition and
Measurement and Section 3865, Hedges. The
new standards increase harmonization with US GAAP and will
require the following:

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 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).

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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 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
ineffectiveness will be recorded in net income. The amounts
temporarily recorded in OCI will subsequently be reclassified to
net income in the periods net income is affected by the
variability in the cash flows of the hedged item.

The guidance will apply for interim and annual
financial statements relating to fiscal years beginning on or
after October 1, 2006. Earlier adoption will be permitted
only as of the beginning of a fiscal year. The impact of
implementing these new standards is not yet determinable as it
is highly dependent on fair values, outstanding positions and
hedging strategies at the time of adoption.



|   |                            
|-- | ---------------------------
|2. | Change in Accounting Policy

Consolidation of Variable Interest
Entities

Effective January 1, 2005, the company
adopted revised CICA Accounting Guideline 15
(AcG-15), Consolidation of Variable Interest
Entities. AcG-15 is harmonized in all material respects
with US GAAP and provides guidance for applying consolidation
principles to certain entities (defined as VIEs) that are
subject to control on a basis other than ownership of voting
interests. An entity is a VIE when, by design, one or both of
the following conditions exist: (a) total equity investment
at risk is insufficient to permit that entity to finance its
activities without additional subordinated support from other
parties; (b) as a group, the holders of the equity
investment at risk lack certain essential characteristics of a
controlling financial interest. AcG-15 requires consolidation by
a business of VIEs in which it is the primary beneficiary. The
primary beneficiary is defined as the party that has exposure to
the majority of the expected losses and/or expected residual
returns of the VIE. The adoption of this guideline did not have
a material impact on the consolidated financial statements.



|   |            
|-- | -----------
|3. | Inventories

|                       |  |           |       |              |  |   |       | 
|---------------------- |  | --------- | ----- | ------------ |  | - | ----- | 
|                       |  | March 31, |       | December 31,
|                       |  | 2005      |       | 2004        
|                      
|                      
|Finished product       |  | $         | 196.3 |              |  | $ | 181.8 | 
|Materials and supplies |  |           | 94.5  |              |  |   | 97.7  | 
|Raw materials          |  |           | 41.3  |              |  |   | 50.3  | 
|Work in process        |  |           | 70.8  |              |  |   | 67.0  | 
|                      
|                       |  | $         | 402.9 |              |  | $ | 396.8 | 
|                      



|   |              
|-- | -------------
|4. | Share Capital

On January 25, 2005, the Board of Directors
of PCS authorized a share repurchase program of up to
5.5 million common shares (approximately 5 percent of
the companys issued and outstanding common shares) through
a normal course issuer bid. Shares may be repurchased from time
to time on the open market through February 14, 2006 at
prevailing market prices. The timing and amount of purchases, if
any, under the program will be dependent upon the availability
and alternative uses of capital, market conditions and other
factors.

During the quarter, the company repurchased for
cancellation 1,134,200 common shares under the program, at a net
cost of $97.8 and an average price per share of $86.28. The
repurchases resulted in a reduction of share capital of $14.7,
and the excess net cost over the average book value of the
shares of $83.1 has been recorded as a reduction of contributed
surplus.

6



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|   |                       
|-- | ----------------------
|5. | Plant Shutdowns  2003

In June 2003, the company indefinitely shut down
its Memphis, Tennessee plant and suspended production of ammonia
and nitrogen solutions at its Geismar, Louisiana facilities due
to high US natural gas costs and low product margins. The
operations have not been restarted. The company determined that
all employee positions pertaining to the affected operations
would be eliminated, and recorded $4.8 in connection with costs
of special termination benefits in 2003. No significant payments
relating to the terminations remain to be made. Management
expects to incur other shutdown-related costs of approximately
$12.1 and nominal annual expenditures for site security and
other maintenance costs in relation to these nitrogen
facilities. The other shutdown-related costs have not been
recorded in the consolidated financial statements as of
March 31, 2005. Such costs will be recognized and recorded
in the period in which they are incurred.

The company also ceased operations at its
phosphate feed plant at Kinston, North Carolina in 2003. The
Kinston property was sold in 2004 for nominal proceeds.

No additional significant costs were incurred in
connection with the plant shutdowns in the first three months of
2005. The following table summarizes, by reportable segment, the
total costs incurred to date and the total costs expected to be
incurred in connection with the plant shutdowns described above:

|                                          |  |             |       |             |  |   |       | 
|----------------------------------------- |  | ----------- | ----- | ----------- |  | - | ----- | 
|                                          |  | 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 | 
|                                         



|   |             
|-- | ------------
|6. | Income Taxes

The companys consolidated income tax rate
for the three month period ended March 31, 2005
approximates 33 percent (2004  33 percent).



|   |                     
|-- | --------------------
|7. | Net Income Per Share

Basic net income per share for the quarter is
calculated on the weighted average number of shares issued and
outstanding for the three months ended March 31, 2005 of
111,110,000 (2004  106,686,000). Diluted net income
per share is calculated based on the weighted average number of
shares issued and outstanding during the period. The denominator
is: (i) increased by the total of the additional common
shares that would have been issued assuming exercise of all
stock options with exercise prices at or below the average
market price for the period; and (ii) decreased by the
number of shares that the company could have repurchased if it
had used the assumed proceeds from the exercise of stock options
to repurchase them on the open market at the average share price
for the period. The weighted average number of shares
outstanding for the diluted net income per share calculation for
the three months ended March 31, 2005 was 114,265,000
(2004  108,046,000).

7



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##### Table of Contents





|   |                    
|-- | -------------------
|8. | Segment Information

The company has three reportable business
segments: potash, phosphate and nitrogen. These business
segments are differentiated by the chemical nutrient contained
in the product that each produces. Inter-segment sales are made
under terms which approximate market value. The accounting
policies of the segments are the same as those described in
Note 1.

|                                |  |                                   |       |           |  |          |       |            |  |              |       |  |  |   |     |  |  |   |       | 
|------------------------------- |  | --------------------------------- | ----- | --------- |  | -------- | ----- | ---------- |  | ------------ | ----- |  |  | - | --- |  |  | - | ----- | 
|                                |  |                                  
|                                |  | Three Months Ended March 31, 2005
|                                |  | Potash                            |       | Phosphate |  | Nitrogen |       | All Others |  | Consolidated
|                               
|                               
|Sales                           |  | $                                 | 352.1 |           |  | $        | 264.5 |            |  | $            | 304.8 |  |  | $ |    |  |  | $ | 921.4 | 
|Freight                         |  |                                   | 37.2  |           |  |          | 19.8  |            |  |              | 10.2  |  |  |   |    |  |  |   | 67.2  | 
|Transportation and distribution |  |                                   | 9.1   |           |  |          | 8.1   |            |  |              | 11.7  |  |  |   |    |  |  |   | 28.9  | 
|Net sales  third party         |  |                                   | 305.8 |           |  |          | 236.6 |            |  |              | 282.9 |  |  |   |    |  |  |   |       | 
|Cost of goods sold              |  |                                   | 129.6 |           |  |          | 219.6 |            |  |              | 217.6 |  |  |   |    |  |  |   | 566.8 | 
|Gross margin                    |  |                                   | 176.2 |           |  |          | 17.0  |            |  |              | 65.3  |  |  |   |    |  |  |   | 258.5 | 
|Depreciation and amortization   |  |                                   | 18.1  |           |  |          | 22.1  |            |  |              | 17.1  |  |  |   | 2.3 |  |  |   | 59.6  | 
|Inter-segment sales             |  |                                   | 2.0   |           |  |          | 4.2   |            |  |              | 19.8  |  |  |   |    |  |  |   |      | 

|                                |  |                                   |       |           |  |          |       |            |  |              |       |  |  |   |     |  |  |   |       | 
|------------------------------- |  | --------------------------------- | ----- | --------- |  | -------- | ----- | ---------- |  | ------------ | ----- |  |  | - | --- |  |  | - | ----- | 
|                                |  |                                  
|                                |  | Three Months Ended March 31, 2004
|                                |  | Potash                            |       | Phosphate |  | Nitrogen |       | All Others |  | Consolidated
|                               
|                               
|Sales                           |  | $                                 | 223.7 |           |  | $        | 217.6 |            |  | $            | 287.1 |  |  | $ |    |  |  | $ | 728.4 | 
|Freight                         |  |                                   | 33.5  |           |  |          | 15.7  |            |  |              | 8.9   |  |  |   |    |  |  |   | 58.1  | 
|Transportation and distribution |  |                                   | 8.7   |           |  |          | 5.3   |            |  |              | 9.0   |  |  |   |    |  |  |   | 23.0  | 
|Net sales  third party         |  |                                   | 181.5 |           |  |          | 196.6 |            |  |              | 269.2 |  |  |   |    |  |  |   |       | 
|Cost of goods sold              |  |                                   | 114.8 |           |  |          | 197.5 |            |  |              | 211.0 |  |  |   |    |  |  |   | 523.3 | 
|Gross margin                    |  |                                   | 66.7  |           |  |          | (0.9  | )          |  |              | 58.2  |  |  |   |    |  |  |   | 124.0 | 
|Depreciation and amortization   |  |                                   | 16.9  |           |  |          | 20.5  |            |  |              | 19.9  |  |  |   | 2.4 |  |  |   | 59.7  | 
|Inter-segment sales             |  |                                   | 2.9   |           |  |          | 3.1   |            |  |              | 21.8  |  |  |   |    |  |  |   |      | 



|   |                         
|-- | ------------------------
|9. | Stock-based Compensation

The company has two stock option plans. Prior to
2003, the company applied the intrinsic value based method of
accounting for the plans.

Effective December 15, 2003, the company
adopted the fair value based method of accounting for stock
options prospectively to all employee awards granted, modified
or settled after January 1, 2003. Since the companys
stock option awards vest over two years, the compensation cost
included in the determination of net income for the first
quarter of 2004 is less than that which would have been
recognized if the fair value based method had been applied to
all awards since the original effective date of CICA
Section 3870, Stock-based Compensation and Other
Stock-based Payments. The following table illustrates the
effect on net income and the related per-share amount if the
fair value based method had been applied to all outstanding and
unvested awards in each period.

|                          |  |                                                                                                                                                    |       |                    |      |      |      |  |      |  
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ------------------ | ---- | ---- | ---- |  | ---- | -
|                          |  |                                                                                                                                                    |       |                   
|                          |  |                                                                                                                                                    |       | Three Months Ended
|                          |  |                                                                                                                                                    |       | March 31          
|                          |  |                                                                                                                                                    |       | 2005               |      | 2004
|                         
|                         
|Net income  as reported  |  | $                                                                                                                                                  | 131.3 |                    |      | $    | 50.7 | 
|Add:                      |  | Stock-based employee compensation expense
    included in reported net income, net of related tax effects                                          |       |                    | 0.7  |      |      |  | 2.2  |  
|Less:                     |  | Total stock-based employee compensation expense
    determined under fair value based method for all option awards,
    net of related tax effects |       |                    | (0.7 | )    |      |  | (3.2 | )
|                         
|Net income  pro forma(1) |  | $                                                                                                                                                  | 131.3 |                    |      | $    | 49.7 | 
|                         

|    |                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.

8



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##### Table of Contents



|                             |             |                    |   |      |  |  |   |      | 
|---------------------------- | ----------- | ------------------ | - | ---- |  |  | - | ---- | 
|                             |             |                   
|                             |             | Three Months Ended
|                             |             | March 31          
|                             |             | 2005               |   | 2004
|                            
|                            
|Basic net income per share   |             |                    |   |      |  |  |   |     
|                             | As reported |                    | $ | 1.18 |  |  | $ | 0.48 | 
|                             | Pro forma   |                    | $ | 1.18 |  |  | $ | 0.47 | 
|                            
|Diluted net income per share |             |                    |   |      |  |  |   |     
|                             | As reported |                    | $ | 1.15 |  |  | $ | 0.47 | 
|                             | Pro forma   |                    | $ | 1.15 |  |  | $ | 0.46 | 

In calculating the foregoing pro forma amounts,
the fair value of each option grant was estimated as of the date
of grant using the Modified Black-Scholes option-pricing model
with the following weighted average assumptions:

|                         |  |               |          |      |  |   |          | 
|------------------------ |  | ------------- | -------- | ---- |  | - | -------- | 
|                         |  |              
|                         |  | Year of Grant
|                         |  | 2003          |          | 2002
|                        
|                        
|Expected dividend        |  | $             | 0.50     |      |  | $ | 0.50     | 
|Expected volatility      |  |               | 27%      |      |  |   | 32%      | 
|Risk-free interest rate  |  |               | 4.06%    |      |  |   | 4.13%    | 
|Expected life of options |  |               | 8  years |      |  |   | 8  years | 
|Expected forfeitures     |  |               | 16%      |      |  |   | 10%      | 

The company did not grant any stock options
during 2004 or in the first quarter of 2005.



|    |                                              
|--- | ---------------------------------------------
|10. | Post-Retirement/ Post-Employment
    Expenses

|                               |  |                    |      |      |  |   |      |  
|------------------------------ |  | ------------------ | ---- | ---- |  | - | ---- | -
|                               |  |                   
|Defined Benefit Pension Plans  |  | Three Months Ended
|                               |  | March 31          
|                               |  | 2005               |      | 2004
|                              
|                              
|Service cost                   |  | $                  | 3.6  |      |  | $ | 3.5  |  
|Interest cost                  |  |                    | 7.8  |      |  |   | 7.5  |  
|Expected return on plan assets |  |                    | (8.9 | )    |  |   | (8.4 | )
|Net amortization               |  |                    | 1.7  |      |  |   | 1.1  |  
|                              
|Net expense                    |  | $                  | 4.2  |      |  | $ | 3.7  |  
|                              

|                            |  |                    |     |      |  |   |     | 
|--------------------------- |  | ------------------ | --- | ---- |  | - | --- | 
|                            |  |                   
|Other Post-Retirement Plans |  | Three Months Ended
|                            |  | March 31          
|                            |  | 2005               |     | 2004
|                           
|                           
|Service cost                |  | $                  | 1.4 |      |  | $ | 1.4 | 
|Interest cost               |  |                    | 3.3 |      |  |   | 3.5 | 
|Net amortization            |  |                    | 0.4 |      |  |   | 0.4 | 
|                           
|Net expense                 |  | $                  | 5.1 |      |  | $ | 5.3 | 
|                           

For the three months ended March 31, 2005,
the company contributed $2.8 to its defined benefit pension
plans and $2.3 to its other post-retirement plans. Total 2005
contributions to these and the companys defined
contribution savings plans are not expected to differ
significantly from the amounts previously disclosed in the
consolidated financial statements for the year ended
December 31, 2004.

9



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##### Table of Contents





|    |             
|--- | ------------
|11. | Other Income

|                                      |  |                    |      |      |  |   |     | 
|------------------------------------- |  | ------------------ | ---- | ---- |  | - | --- | 
|                                      |  |                   
|                                      |  | Three Months Ended
|                                      |  | March 31          
|                                      |  | 2005               |      | 2004
|                                     
|                                     
|Share of earnings of equity investees |  | $                  | 13.1 |      |  | $ | 3.8 | 
|Dividend income                       |  |                    | 3.1  |      |  |   |    | 
|Other                                 |  |                    | 3.8  |      |  |   | 3.1 | 
|                                     
|                                      |  | $                  | 20.0 |      |  | $ | 6.9 | 
|                                     



|    |            
|--- | -----------
|12. | Seasonality

The companys sales of fertilizer can be
seasonal. Typically, the second quarter of the year is when
fertilizer sales will be highest, due to the North American
spring planting season. However, planting conditions and the
timing of customer purchases will vary each year and sales can
be expected to shift from one quarter to another.



|    |              
|--- | -------------
|13. | Contingencies

Canpotex

PotashCorp is a shareholder in Canpotex which
markets potash offshore. Should any operating losses or other
liabilities be incurred by Canpotex, the shareholders have
contractually agreed to reimburse Canpotex for such losses or
liabilities in proportion to their productive capacity. There
were no such operating losses or other liabilities during the
first three months of 2005.

Mining Risk

In common with other companies in the industry,
the company is unable to acquire insurance for underground
assets.

Investment in APC

The terms of a shareholders agreement with Jordan
Investment Company (JIC) provide that, from
October 17, 2006 to October 16, 2009, JIC may seek to
exercise a put option (the Put) to require the
company to purchase JICs remaining common shares in Arab
Potash Company (APC). If the Put were exercised, the
companys purchase price would be calculated in accordance
with a specified formula based, in part, on future earnings of
APC. The amount, if any, which the company may have to pay for
JICs remaining common shares if there was to be a valid
exercise of the Put is not presently determinable.

Legal and Other Matters

In 1998, the company, along with other parties,
was notified by the US Environmental Protection Agency
(USEPA) of potential liability under the US federal
Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (CERCLA) with respect to certain soil
and groundwater conditions at a PCS Joint Venture blending
facility in Lakeland, Florida and certain adjoining property. In
1999, PCS Joint Venture signed an Administrative Order on
Consent with USEPA pursuant to which PCS Joint Venture agreed to
conduct a Remedial Investigation and Feasibility Study
(RI/FS) of these conditions. PCS Joint Venture and
another party are sharing the costs of the RI/FS. The draft
feasibility study has been submitted for review and approval,
and selection of a remedy is projected to occur some time in
2005. No final determination has yet been made of the nature,
timing or cost of remedial action that may be needed, nor to
what extent costs incurred may be recoverable from third parties.

In 1994, PCS Joint Venture responded to
information requests from the USEPA and the Georgia Department
of Natural Resources, Environmental Protection Division
(GEPD), regarding conditions at its Moultrie,
Georgia location. PCS Joint Venture believes that the
lead-contaminated soil and groundwater found at the site is
attributable to former operations at the site prior to PCS Joint
Ventures ownership. PCS Joint Venture initially

10



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##### Table of Contents



submitted a proposed Corrective Action Plan to
GEPD in 1999, which has now been revised several times in
response to GEPD comments. PCS Joint Venture has also conducted
and submitted an assessment of the site. Based on its review of
the assessment and the Corrective Action Plan, GEPD has
expressed its opinion that remediation of the site will require
some excavation and off-site disposal of impacted soil and
installation of a groundwater recovery and treatment system. The
company has continued discussions with GEPD regarding a remedial
plan for the site.


In March 2005, the USEPA released for public
comment a range of remedial alternatives and a proposed remedy
for the Columbia Nitrogen site in Charleston, South Carolina.
PCS Nitrogen will continue to monitor these and other
developments with respect to the Columbia Nitrogen site. In
2003, USEPA notified PCS Nitrogen that it considers PCS Nitrogen
to be a potentially responsible party with respect to this site.
PCS Nitrogen will continue to assert to USEPA and others its
position that it is not a responsible party and to work to
identify former site owners and operators who would be
responsible parties with respect to the site. The company is
also engaged in ongoing site assessment and/or remediation
activities at a number of other facilities and sites. Based on
current information, it believes that its future obligations
with respect to these facilities and sites will not have a
material adverse effect on the companys consolidated
financial position or results of operations.

The breadth of the companys operations and
the global complexity of tax regulations require assessments of
uncertainties and judgments in estimating the ultimate taxes the
company will pay. The final taxes paid are dependent upon many
factors, including negotiations with taxing authorities in
various jurisdictions, outcomes of tax litigation and resolution
of disputes arising from federal, provincial, state and local
tax audits. The resolution of these uncertainties and the
associated final taxes may result in adjustments to the
companys tax assets and tax liabilities.

Various other claims and lawsuits are pending
against the company in the ordinary course of business. While it
is not possible to determine the ultimate outcome of such
actions at this time, and there exist inherent uncertainties in
predicting such outcomes, it is managements belief that
the ultimate resolution of such actions will not have a material
adverse effect on the companys consolidated financial
position or results of operations.



|    |           
|--- | ----------
|14. | Guarantees

In the normal course of operations, the company
provides indemnifications that are often standard contractual
terms to counterparties in transactions such as purchase and
sale contracts, service agreements, director/officer contracts
and leasing transactions. These indemnification agreements may
require the company to compensate the counterparties for costs
incurred as a result of various events, including environmental
liabilities and changes in (or in the interpretation of) laws
and regulations, or as a result of litigation claims or
statutory sanctions that may be suffered by the counterparty as
a consequence of the transaction. The terms of these
indemnification agreements will vary based upon the contract,
the nature of which prevents the company from making a
reasonable estimate of the maximum potential amount that it
could be required to pay to counterparties. Historically, the
company has not made any significant payments under such
indemnifications and no amounts have been accrued in the
accompanying consolidated financial statements with respect to
these indemnification guarantees.

The company enters into agreements in the normal
course of business that may contain features which meet the
definition of a guarantee. Various debt obligations (such as
overdrafts, lines of credit with counterparties for derivatives,
and back-to-back loan arrangements) and other commitments (such
as railcar leases) related to certain subsidiaries have been
directly guaranteed by the company under such agreements with
third parties. The company would be required to perform on these
guarantees in the event of default by the guaranteed parties. No
material loss is anticipated by reason of such agreements and
guarantees. At March 31, 2005, the maximum potential amount
of future (undiscounted) payments under significant guarantees
provided to third parties approximated $208.2, representing the
maximum risk of loss if there were a total default by the
guaranteed parties, without consideration of possible recoveries
under recourse provisions or from collateral held or pledged. At
March 31, 2005, no subsidiary balances subject to
guarantees were outstanding in connection with the
companys cash management facilities, and the company had
no liabilities recorded for other obligations other than
subsidiary bank borrowings of approximately $5.9, which are
reflected in other long-term debt and cash

11



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##### Table of Contents



margins held of approximately $52.7 to maintain
derivatives, which are included in accounts payable and accrued
charges.


The company has guaranteed the gypsum stack
capping, closure and post-closure obligations of White Springs
and PCS Nitrogen, in Florida and Louisiana, respectively,
pursuant to the financial assurance regulatory requirements in
those states. The State of Florida is presently reviewing, and
is expected to revise, its financial assurance requirements to
ensure that responsible parties have sufficient resources to
cover all closure and post-closure costs and liabilities
associated with gypsum stacks. This review may result in the
imposition of more stringent requirements to demonstrate
financial responsibility and/or inclusion of a greater scope of
closure and post-closure costs than under current law.

The environmental regulations of the Province of
Saskatchewan require each potash mine to have decommissioning
and reclamation (D&R) plans. In 2001, agreement
was reached with the provincial government on the financial
assurances for the D&R plan to cover an interim period to
July 1, 2005. In October 2004, this interim period was
extended to July 1, 2006. A government/industry task force
has been established to assess decommissioning options for all
Saskatchewan potash producers and to produce mutually acceptable
revisions to the plan schedules. The company has posted a
Cdn $2.0 letter of credit as collateral that will remain in
effect until the revised plans are accepted.

During the period, the company entered into
various other commercial letters of credit in the normal course
of operations.

The company expects that it will be able to
satisfy all applicable credit support requirements without
disrupting normal business operations.



15.
    
    Reconciliation of Canadian and United States Generally Accepted Accounting Principles




(a) Long-term investments:


(b) Property, plant and equipment and goodwill:


(c) Depreciation and amortization:


(d) Asset retirement obligations:


(e) Post-retirement and post-employment benefits:




12



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##### Table of Contents



(f) Foreign currency translation adjustment:
 (g) Derivative instruments and hedging activities:
 (h) Comprehensive income:
 (i) Income taxes related to the above adjustments:
 (j) Income tax consequences of stock-based employee compensation:
 13




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##### Table of Contents



(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 and shareholders equity. All share and per-share data
have been retroactively adjusted to reflect the stock split described in Note 16.
 Three Months EndedMarch 312005(1)
    
    2004(1)Net income as reported  Canadian GAAP
    
    $
    131.3
    
    
    $
    50.7Items increasing or decreasing reported net incomeCash flow hedge ineffectiveness
    
    
    0.2
    
    
    
    Depreciation and amortization
    
    
    2.1
    
    
    
    2.1Accretion of asset retirement obligations
    
    
    
    
    
    
    3.3Deferred income taxes relating to the above adjustments
    
    
    (0.7
    )
    
    
    (2.0
    )Income taxes related to stock-based compensation
    
    
    (10.8
    )
    
    
    (1.4
    )Net income  US GAAP
    
    $
    122.1
    
    
    $
    52.7Basic weighted average shares outstanding  US GAAP
    
    
    111,110,000
    
    
    
    106,686,000Diluted weighted average shares outstanding  US GAAP
    
    
    114,265,000
    
    
    
    108,046,000Basic net income per share  US GAAP
    
    $
    1.10
    
    
    $
    0.49Diluted net income per share  US GAAP
    
    $
    1.07
    
    
    $
    0.49
 (1)
    
    Restated as per Note 15(j).
 March 31,
    
    December 31,2005
    
    2004Total assets as reported  Canadian GAAP
    
    $
    5,212.2
    
    
    $
    5,126.8Items increasing (decreasing) reported total assetsInventory
    
    
    4.0
    
    
    
    (3.0
    )Other current assets
    
    
    2.8
    
    
    
    2.6Available-for-sale securities (unrealized holding gain)
    
    
    204.2
    
    
    
    161.7Fair value of derivative instruments
    
    
    143.5
    
    
    
    66.5Property, plant and equipment
    
    
    (124.4
    )
    
    
    (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
    
    $
    5,416.9
    
    
    $
    5,202.7
 March 31,
    
    December 31,2005
    
    2004Total shareholders equity as reported  Canadian GAAP
    
    $
    2,450.2
    
    
    $
    2,385.6Items increasing (decreasing) reported shareholders equityAccumulated other comprehensive income, net of related income taxes
    
    
    182.4
    
    
    
    96.8Foreign currency translation adjustment
    
    
    20.9
    
    
    
    20.9Provision for asset impairment
    
    
    (218.0
    )
    
    
    (218.0
    )Depreciation and amortization
    
    
    46.9
    
    
    
    44.8Cash flow hedge ineffectiveness
    
    
    2.8
    
    
    
    2.6Post-retirement and post-employment benefits
    
    
    11.7
    
    
    
    11.7Deferred income taxes relating to the above adjustments
    
    
    29.7
    
    
    
    30.4Shareholders equity  US GAAP
    
    $
    2,526.6
    
    
    $
    2,374.8
 14




---



##### Table of Contents



Three Months EndedMarch 312005(1)
    
    2004(1)Net income  US GAAP
    
    $
    122.1
    
    
    $
    52.7Other comprehensive incomeChange in unrealized holding gain on available-for-sale securities
    
    
    42.4
    
    
    
    26.1Change in gains and losses on derivatives designated as cash flow hedges
    
    
    94.0
    
    
    
    23.2Reclassification to income of gains and losses on cash flow hedges
    
    
    (8.6
    )
    
    
    (10.5
    )Deferred income taxes related to other comprehensive income
    
    
    (42.2
    )
    
    
    (12.8
    )Other comprehensive income, net of related income taxes
    
    
    85.6
    
    
    
    26.0Comprehensive income  US GAAP
    
    $
    207.7
    
    
    $
    78.7
 (1)
    
    Restated as per Note 15(j).
   March 31,
    
    December 31,2005
    
    2004Unrealized gains and losses on available-for-sale securities
    
    $
    135.1
    
    
    $
    106.7Gains and losses on derivatives designated as cash flow hedges
    
    
    104.6
    
    
    
    47.4Additional minimum pension liability
    
    
    (36.4
    )
    
    
    (36.4
    )Foreign currency translation adjustment
    
    
    (20.9
    )
    
    
    (20.9
    )Accumulated other comprehensive income  US GAAP
    
    $
    182.4
    
    
    $
    96.8
 Supplemental US GAAP Disclosures
 Recent Accounting Pronouncements
   15




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##### Table of Contents



Available-for-Sale Security
  16




---



##### Table of Contents



Stock-based Compensation




Three MonthsEnded March 312005(2)
    
    2004(2)Net income  as reported under US GAAP
    
    $
    122.1
    
    
    $
    52.7Add:      Stock-based
employee compensation expense included in
reported net income, net of related tax effects
    
    
    0.7
    
    
    
    2.2Less:     Total
stock-based employee compensation expense determined under
fair value based method for all option awards, net of related tax effects
    
    
    (0.7
    )
    
    
    (3.2
    )Net income  pro forma under US GAAP (1)
    
    $
    122.1
    
    
    $
    51.7


(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 15(j).


Basic net income per share under US GAAPAs reported
    
    $
    1.10
    
    
    $
    0.49Pro forma
    
    $
    1.10
    
    
    $
    0.48Diluted net income per share under US GAAPAs reported
    
    $
    1.07
    
    
    $
    0.49Pro forma
    
    $
    1.07
    
    
    $
    0.48


Derivative Instruments and Hedging Activities


Cash Flow Hedges




Fair Value Hedges




|    |  |                    
|--- |  | -------------------
|   
|16. |  | Comparative Figures

In the third quarter of 2004, the Board of
Directors of PCS approved a split of the companys
outstanding common shares on a two-for-one basis in the form of
a stock dividend. All comparative share and per-share data have
been retroactively adjusted to reflect the stock split.

Certain of the prior periods figures have
been reclassified to conform with the current periods
presentation.

17



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##### 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).

18



---



##### Table of Contents



|        |      |                         |  |                                                                                                                                                                                                                                                                                                             
|------- | ---- | ----------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Document
|        |      |                        
|       
|        | 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.                                                               

The registrant hereby undertakes to file with the
Securities and Exchange Commission, upon request, copies of any
constituent instruments defining the rights of holders of
long-term debt of the registrant or its subsidiaries that have
not been filed herewith because the amounts represented thereby
are less than 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis.

|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ----- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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).                                                                                                                                                                                                

19



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##### Table of Contents



|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ----- | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|       
|        | 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.                                                                                                                                                                                                                                                                                                                    
|       
|        | 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.                                                                                                                                                                                                                                                                                                                                                                              

20



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|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                                  
|------- | ------ | ----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 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.                                                                                                                                       
|       
|        | 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.                                                                          

21



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##### Table of Contents



|        |        |                         |  |                                                                                                                                                                                                                                                                                                                              
|------- | ------ | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 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, filed with the Commission on May 6, 2005.                                          
|       
|        | 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.                                                                                                                                                                                                                                                 

22



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##### Table of Contents









SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.



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

November 18, 2005



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

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

November 18, 2005



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

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

23



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##### 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



The registrant hereby undertakes to file with the
Securities and Exchange Commission, upon request, copies of any
constituent instruments defining the rights of holders of
long-term debt of the registrant or its subsidiaries that have
not been filed herewith because the amounts represented thereby
are less than 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis.

|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ----- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                                              



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##### 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.                                                                                                                                                                                                                                                                                                                                                                                           



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##### 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 (nn) to the registrants report on
Form 10-Q for the quarterly period ended March 31, 2005,
filed with the Commission on May 6, 2005.                                                                
|       
|        | 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.