##### 









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-Q



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

For the Quarterly Period Ended March 31,
2002

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)


|                                          |  |                    
|----------------------------------------- |  | -------------------
|Saskatchewan, Canada                      |  | N/A                
|(State or other jurisdiction of           |  | (I.R.S. Employer   
|incorporation or organization)            |  | Identification No.)
|                                         
|122  1st Avenue South                    |  | S7K 7G3            
|Saskatoon, Saskatchewan, Canada           |  | (Zip Code)         
|(Address of principal executive
	offices) |  |                    

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

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, 2002, Potash Corporation of Saskatchewan Inc.
(the Company) had 52,014,189 Common Shares
outstanding.



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##### 



PART I.  FINANCIAL
INFORMATION



ITEM 1.  FINANCIAL
STATEMENTS


These interim consolidated financial statements
do not include all disclosures normally provided in annual
financial statements and should be read in conjunction with the
most recent annual financial statements. In managements
opinion, the unaudited financial information includes 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.

Potash Corporation of Saskatchewan
Inc.

Consolidated Statements of Income and Retained
Earnings

(in millions of U.S. dollars except per
share amounts)


(unaudited)


|                                        |         |                    |       |      |  |   |       |      | 
|--------------------------------------- | ------- | ------------------ | ----- | ---- |  | - | ----- | ---- | 
|                                        |         |                   
|                                        |         | Three Months Ended
|                                        |         | March 31          
|                                        |         | 2002               |       | 2001
|                                       
|                                       
|Net sales                               |         | $                  | 461.0 |      |  | $ | 602.4 |     
|Cost of goods sold                      |         |                    | 383.4 |      |  |   | 466.3 |     
|                                       
|Gross Margin                            |         |                    | 77.6  |      |  |   | 136.1 |     
|                                       
|Selling and administrative              |         |                    | 22.8  |      |  |   | 25.4  |     
|Provincial mining and other taxes       |         |                    | 19.7  |      |  |   | 14.8  |     
|Foreign exchange gain                   |         |                    | (0.5  | )    |  |   | (9.1  | )   
|Other income                            |         |                    | (5.3  | )    |  |   | (11.5 | )   
|                                       
|                                        |         |                    | 36.7  |      |  |   | 19.6  |     
|                                       
|Operating Income                        |         |                    | 40.9  |      |  |   | 116.5 |     
|Interest Expense                        |         |                    | 21.0  |      |  |   | 15.8  |     
|                                       
|Income Before Income Taxes              |         |                    | 19.9  |      |  |   | 100.7 |     
|Income Taxes (Note 4)                   |         |                    | 7.1   |      |  |   | 38.3  |     
|                                       
|Net Income                              |         |                    | 12.8  |      |  |   | 62.4  |     
|Retained Earnings, Beginning of
	Period |         |                    | 639.8 |      |  |   | 570.5 |     
|Dividends                               |         |                    | (13.0 | )    |  |   | (13.0 | )   
|                                       
|Retained Earnings, End of Period        |         | $                  | 639.6 |      |  | $ | 619.9 |     
|                                       
|Net Income Per Share (Note 5)           |         |                    |       |      |  |   |       |     
|                                        | Basic   |                    | $     | 0.25 |  |   | $     | 1.20 | 
|                                        | Diluted |                    | $     | 0.24 |  |   | $     | 1.19 | 
|                                       
|Dividends Per Share                     |         | $                  | 0.25  |      |  | $ | 0.25  |     
|                                       

(See Notes to the Consolidated Financial
Statements)

2



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##### 



Potash Corporation of Saskatchewan
Inc.

Consolidated Statements of Financial
Position

(in millions of U.S. dollars)


|                                                                                                                                                                     |                                      |             |         |              |  |   |         |       | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ----------- | ------- | ------------ |  | - | ------- | ----- | 
|                                                                                                                                                                     |                                      | March 31,   |         | December 31,
|                                                                                                                                                                     |                                      | 2002        |         | 2001        
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     |                                      | (unaudited) |         |             
|Assets                                                                                                                                                               |                                      |             |         |              |  |   |         |      
|Current Assets                                                                                                                                                       |                                      |             |         |              |  |   |         |      
|                                                                                                                                                                     | Cash and cash equivalents            |             | $       | 90.8         |  |   | $       | 45.3  | 
|                                                                                                                                                                     | Accounts receivable                  |             |         | 280.3        |  |   |         | 256.7 | 
|                                                                                                                                                                     | Inventories (Note 3)                 |             |         | 474.2        |  |   |         | 481.1 | 
|                                                                                                                                                                     | Prepaid expenses                     |             |         | 44.7         |  |   |         | 36.5  | 
|                                                                                                                                                                    
|                                                                                                                                                                     |                                      |             | 890.0   |              |  |   | 819.6   |      
|Property, plant and equipment                                                                                                                                        |                                      |             | 3,228.2 |              |  |   | 3,245.6 |      
|Goodwill                                                                                                                                                             |                                      |             | 97.0    |              |  |   | 97.0    |      
|Other assets                                                                                                                                                         |                                      |             | 457.8   |              |  |   | 435.1   |      
|                                                                                                                                                                    
|                                                                                                                                                                     |                                      | $           | 4,673.0 |              |  | $ | 4,597.3 |      
|                                                                                                                                                                    
|Liabilities                                                                                                                                                          |                                      |             |         |              |  |   |         |      
|Current Liabilities                                                                                                                                                  |                                      |             |         |              |  |   |         |      
|                                                                                                                                                                     | Short-term debt                      |             | $       | 520.5        |  |   | $       | 501.1 | 
|                                                                                                                                                                     | Accounts payable and accrued charges |             |         | 312.1        |  |   |         | 271.4 | 
|                                                                                                                                                                     | Current portion of long-term debt    |             |         | 1.0          |  |   |         |      | 
|                                                                                                                                                                    
|                                                                                                                                                                     |                                      |             | 833.6   |              |  |   | 772.5   |      
|Long-term debt                                                                                                                                                       |                                      |             | 1,022.7 |              |  |   | 1,013.7 |      
|Future income tax liability                                                                                                                                          |                                      |             | 458.9   |              |  |   | 457.6   |      
|Accrued post-retirement/post-employment benefits                                                                                                                     |                                      |             | 183.1   |              |  |   | 177.3   |      
|Accrued reclamation costs                                                                                                                                            |                                      |             | 81.6    |              |  |   | 83.0    |      
|Other non-current liabilities and deferred credits                                                                                                                   |                                      |             | 6.2     |              |  |   | 6.7     |      
|                                                                                                                                                                    
|                                                                                                                                                                     |                                      |             | 2,586.1 |              |  |   | 2,510.8 |      
|                                                                                                                                                                    
|Shareholders Equity                                                                                                                                                 |                                      |             |         |              |  |   |         |      
|Share Capital                                                                                                                                                        |                                      |             | 1,183.1 |              |  |   | 1,182.5 |      
|Unlimited authorization of common shares without
	par value; issued and outstanding 51,976,339 and 51,952,482 at
	March 31, 2002 and December 31, 2001, respectively |                                      |             |         |              |  |   |         |      
|Contributed Surplus                                                                                                                                                  |                                      |             | 264.2   |              |  |   | 264.2   |      
|Retained Earnings                                                                                                                                                    |                                      |             | 639.6   |              |  |   | 639.8   |      
|                                                                                                                                                                    
|                                                                                                                                                                     |                                      |             | 2,086.9 |              |  |   | 2,086.5 |      
|                                                                                                                                                                    
|                                                                                                                                                                     |                                      | $           | 4,673.0 |              |  | $ | 4,597.3 |      
|                                                                                                                                                                    

(See Notes to the Consolidated Financial
Statements)

3



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##### 



Potash Corporation of Saskatchewan
Inc.

Consolidated Statements of Cash Flow

(in millions of U.S. dollars)


(unaudited)


|                                                   |                                                         |                    |       |       |   |   |       |       |  
|-------------------------------------------------- | ------------------------------------------------------- | ------------------ | ----- | ----- | - | - | ----- | ----- | -
|                                                   |                                                         |                   
|                                                   |                                                         | Three Months Ended
|                                                   |                                                         | March 31          
|                                                   |                                                         | 2002               |       | 2001 
|                                                  
|                                                  
|Operating Activities                               |                                                         |                    |       |       |   |   |       |      
|Net income                                         |                                                         | $                  | 12.8  |       |   | $ | 62.4  |      
|Items not affecting cash                           |                                                         |                    |       |       |   |   |       |      
|                                                   | Depreciation and amortization                           |                    |       | 53.3  |   |   |       | 45.3  |  
|                                                   | Gain on disposal of assets                              |                    |       |      |   |   |       | (1.0  | )
|                                                   | Provision for future income tax                         |                    |       | 1.5   |   |   |       | 23.0  |  
|                                                   | Provision for post-retirement/post-employment
	benefits |                    |       | 5.8   |   |   |       | (4.6  | )
|                                                  
|                                                   |                                                         |                    | 73.4  |       |   |   | 125.1 |      
|Changes in non-cash operating working
	capital     |                                                         |                    |       |       |   |   |       |      
|                                                   | Accounts receivable                                     |                    |       | (23.6 | ) |   |       | 4.1   |  
|                                                   | Inventories                                             |                    |       | 6.9   |   |   |       | (73.4 | )
|                                                   | Prepaid expenses                                        |                    |       | (8.2  | ) |   |       | (12.8 | )
|                                                   | Accounts payable and accrued charges                    |                    |       | 20.6  |   |   |       | (19.9 | )
|                                                   | Current income taxes                                    |                    |       | 1.0   |   |   |       | (18.7 | )
|Accrued reclamation costs                          |                                                         |                    | (1.4  | )     |   |   | (0.7  | )    
|Other non-current liabilities and deferred credits |                                                         |                    | (0.5  | )     |   |   | (0.4  | )    
|                                                  
|Cash provided by operating
	activities             |                                                         |                    | 68.2  |       |   |   | 3.3   |      
|                                                  
|Investing Activities                               |                                                         |                    |       |       |   |   |       |      
|Additions to property, plant and equipment         |                                                         |                    | (30.1 | )     |   |   | (15.9 | )    
|Additions to other assets                          |                                                         |                    | (9.6  | )     |   |   | (6.5  | )    
|                                                  
|Cash used in investing activities                  |                                                         |                    | (39.7 | )     |   |   | (22.4 | )    
|                                                  
|Cash (deficiency) before financing
	activities     |                                                         |                    | 28.5  |       |   |   | (19.1 | )    
|                                                  
|Financing Activities                               |                                                         |                    |       |       |   |   |       |      
|Proceeds from long-term debt                       |                                                         |                    | 10.0  |       |   |   |      |      
|Proceeds from short-term debt                      |                                                         |                    | 19.4  |       |   |   | 44.2  |      
|Dividends                                          |                                                         |                    | (13.0 | )     |   |   | (13.0 | )    
|Issuance of shares                                 |                                                         |                    | 0.6   |       |   |   | 1.9   |      
|                                                  
|Cash provided by financing
	activities             |                                                         |                    | 17.0  |       |   |   | 33.1  |      
|                                                  
|Increase in Cash and Cash
	Equivalents             |                                                         |                    | 45.5  |       |   |   | 14.0  |      
|Cash and Cash Equivalents, Beginning of
	Period    |                                                         |                    | 45.3  |       |   |   | 100.0 |      
|                                                  
|Cash and Cash Equivalents, End of
	Period          |                                                         | $                  | 90.8  |       |   | $ | 114.0 |      
|                                                  
|Supplemental cash flow disclosure                  |                                                         |                    |       |       |   |   |       |      
|                                                   | Interest paid                                           |                    | $     | 2.1   |   |   | $     | 10.2  |  
|                                                   | Income taxes paid                                       |                    | $     | 5.7   |   |   | $     | 28.7  |  

(See Notes to the Consolidated Financial
Statements)

4



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##### 



Potash Corporation of Saskatchewan
Inc.

Notes to the Consolidated Financial
Statements

(in millions of U.S. dollars)


(unaudited)


1.   Significant Accounting
Policies

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 8. The accounting policies used in preparing these
interim financial statements are consistent with those used in
the preparation of the annual financial statements, except as
disclosed in Note 2.

Basis of Presentation

The consolidated financial statements include the
accounts of Potash Corporation of Saskatchewan Inc. and its
principal operating subsidiaries (the company except
to the extent the context otherwise requires):

 PCS
Sales (Canada) Inc.

 PCS
Joint Venture, LP


 PCS
Sales (USA), Inc.


 PCS
Phosphate Company, Inc.


 PCS
Purified Phosphates


 White
Springs Agricultural Chemicals, Inc.


 PCS
Nitrogen, Inc.


 PCS
Nitrogen Fertilizer, L.P.


 PCS
Nitrogen Ohio, L.P.


 PCS
Nitrogen Limited


 PCS
Nitrogen Trinidad Limited


 PCS
Cassidy Lake Company


 PCS
Yumbes S.C.M.


 PCS
Fosfatos do Brasil Ltda.


2.   Change in Accounting
Policy

The company has adopted the provisions of
section 3062 of the Canadian Institute of Chartered
Accountants Handbook Goodwill and Other Intangible
Assets. This pronouncement is being applied on a
prospective basis and requires that goodwill be subject to an
annual impairment test rather than be amortized. On an annual
basis, the adoption of this pronouncement will reduce
amortization expense by approximately $3.0 million,
($0.75 million per quarter), assuming no impairment.
Although the company does not anticipate an impairment charge at
this time, it is in the process of completing the impairment
test to make its annual assessment.

The company has also adopted the provisions of
section 3870 of the Canadian Institute of Chartered
Accountants Handbook Stock-based Compensation and Other
Stock-Based Payments. This pronouncement requires that all
non-employee stock-based compensation be accounted for using the
fair value method which would recognize the fair value of the
compensation cost in the financial statements. Employee
stock-based compensation must be accounted for using the fair
value method for plans that are direct awards of stock or that
call for settlement in cash or other assets. The companys
employee stock options plans are not this type and therefore the
company is not required to account for them using the fair value
method. As the exercise price of the stock options granted is
the market value the day immediately prior to the grant date, no
compensation cost is recorded. The adoption of this
pronouncement has not had a significant effect on the
companys results of operations or financial position for
any of the periods presented.

5



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##### 



3.   Inventories

|                       |  |             |       |              |  |   |       | 
|---------------------- |  | ----------- | ----- | ------------ |  | - | ----- | 
|                       |  | March 31,   |       | December 31,
|                       |  | 2002        |       | 2001        
|                      
|                      
|                       |  | (unaudited) |       |             
|Finished product       |  | $           | 157.9 |              |  | $ | 144.7 | 
|Materials and supplies |  |             | 114.6 |              |  |   | 113.9 | 
|Raw materials          |  |             | 47.7  |              |  |   | 65.6  | 
|Work in process        |  |             | 154.0 |              |  |   | 156.9 | 
|                      
|                       |  | $           | 474.2 |              |  | $ | 481.1 | 
|                      

4.   Income Taxes

The companys effective consolidated income
tax rate for the current period approximates 36 percent. In
the first quarter of 2001, this rate was 38 percent.

5.   Net Income Per
Share

Basic net income per share for the period is
calculated on the weighted average shares issued and outstanding
for the three months ended March 31, 2002 of 51,960,000
(2001  51,860,000). Diluted net income per share is
calculated based on the weighted average shares issued and
outstanding during the period, adjusted by the total of the
additional common shares that would have been issued assuming
exercise of all share options with exercise prices at or below
the average market price for the period. Weighted average shares
outstanding during the period for the diluted net income per
share calculation were 52,218,000
(2001  52,233,000).

6.   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 net sales are
made under terms which approximate market prices.

|                              |  |                                   |       |           |  |          |       |            |  |              |       |   |  |   |     |  |  |   |       | 
|----------------------------- |  | --------------------------------- | ----- | --------- |  | -------- | ----- | ---------- |  | ------------ | ----- | - |  | - | --- |  |  | - | ----- | 
|                              |  |                                  
|                              |  | Three Months Ended March 31, 2002
|                              |  | (unaudited)                      
|                             
|                             
|                              |  | Potash                            |       | Phosphate |  | Nitrogen |       | All Others |  | Consolidated
|                             
|                             
|Net sales  third party       |  | $                                 | 140.7 |           |  | $        | 155.1 |            |  | $            | 165.2 |   |  | $ |    |  |  | $ | 461.0 | 
|Inter-segment net sales       |  |                                   | 2.5   |           |  |          | 2.1   |            |  |              | 4.7   |   |  |   |    |  |  |   |      | 
|Gross margin                  |  |                                   | 56.4  |           |  |          | 21.7  |            |  |              | (0.5  | ) |  |   |    |  |  |   | 77.6  | 
|Depreciation and amortization |  |                                   | 11.5  |           |  |          | 18.2  |            |  |              | 21.8  |   |  |   | 1.8 |  |  |   | 53.3  | 

|                              |  |                                   |       |           |  |          |       |            |  |              |       |  |  |   |     |  |  |   |       | 
|----------------------------- |  | --------------------------------- | ----- | --------- |  | -------- | ----- | ---------- |  | ------------ | ----- |  |  | - | --- |  |  | - | ----- | 
|                              |  |                                  
|                              |  | Three Months Ended March 31, 2001
|                              |  | (unaudited)                      
|                             
|                             
|                              |  | Potash                            |       | Phosphate |  | Nitrogen |       | All Others |  | Consolidated
|                             
|                             
|Net sales  third party       |  | $                                 | 125.5 |           |  | $        | 182.0 |            |  | $            | 294.9 |  |  | $ |    |  |  | $ | 602.4 | 
|Inter-segment net sales       |  |                                   | 2.6   |           |  |          | 1.3   |            |  |              | 13.8  |  |  |   |    |  |  |   |      | 
|Gross margin                  |  |                                   | 53.1  |           |  |          | 22.3  |            |  |              | 60.7  |  |  |   |    |  |  |   | 136.1 | 
|Depreciation and amortization |  |                                   | 9.3   |           |  |          | 17.1  |            |  |              | 16.0  |  |  |   | 2.9 |  |  |   | 45.3  | 

6



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##### 



7.   Plant Closures

Charges associated with the previous years
plant closures are as follows:

|                                                     |  |              |      |          |  |             |   |           |  |   |   |  |  |   |      | 
|---------------------------------------------------- |  | ------------ | ---- | -------- |  | ----------- | - | --------- |  | - | - |  |  | - | ---- | 
|                                                     |  | Balance      |      |          |  |             |   | Balance  
|                                                     |  | December 31, |      | Reserve  |  |             |   | March 31,
|                                                     |  | 2001         |      | Utilized |  | Adjustments |   | 2002     
|                                                    
|                                                    
|                                                     |  | (unaudited) 
|Non-cash parts inventory writedown                   |  | $            | 0.9  |          |  | $           |  |           |  | $ |  |  |  | $ | 0.9  | 
|Non-cash writedown of property, plant and
	equipment |  |              | 25.7 |          |  |             |  |           |  |   |  |  |  |   | 25.7 | 
|                                                    
|                                                     |  | $            | 26.6 |          |  | $           |  |           |  | $ |  |  |  | $ | 26.6 | 
|                                                    

8.   United States Generally
Accepted Accounting Principles (US GAAP)

A description of certain significant differences
between Canadian GAAP and US GAAP follows:

Marketable
securities:The companys
investments in Israel Chemicals Ltd. and Sociedad
Química y Minera de Chile S.A. are stated at cost.
US GAAP would require that these investments be classified
as available-for-sale and be stated at market value with the
difference between market value and cost reported as Other
Comprehensive Income (OCI).

Property, plant and equipment and
goodwill:The net book value of
property, plant and equipment and goodwill under Canadian GAAP
is higher than under US GAAP, as provisions for asset
impairment in 1999 under Canadian GAAP were measured based on
the undiscounted cash flow from use together with the residual
value of the assets. Under US GAAP they were measured based
on fair value, which was lower than the undiscounted cash flow
from use together with the residual value of the assets.

Pre-operating costs:Operating costs incurred during the start-up phase of new
projects are deferred until commercial production levels are
reached, at which time they are amortized over the estimated
life of the project. US GAAP would require that these costs
be expensed as incurred.

Foreign currency translation
adjustment:The foreign currency
translation adjustment results from the restatement of prior
periods so that all periods presented are in the same reporting
currency. US GAAP requires that the comparative
Consolidated Statements of Income and the Consolidated
Statements of Cash Flow be translated using weighted average
exchange rates for the applicable periods. In contrast, the
Consolidated Statements of Financial Position are translated
using the exchange rates at the end of the applicable periods in
accordance with Canadian GAAP. The difference in these exchange
rates is what gives rise to the foreign currency translation
adjustment.

Derivative instruments and hedging activities:The companys derivative
instruments which have not yet been settled are not recognized
in the financial statements and gains or losses arising from
settled hedging transactions are deferred as a component of
inventory until the product containing the hedged item is sold,
at which time both the natural gas purchase cost and the related
hedging deferral are recorded as cost of sales. US GAAP
would require that derivative instruments be recorded at fair
value in the balance sheet with the change in fair value of
instruments designated as cash flow hedges recorded as OCI, (see
SFAS 133 Disclosures below).

Net sales:Sales are
recorded net of freight costs (less related revenues) and
transportation and distribution expenses. US GAAP would
require that net freight costs be included in cost of sales and
transportation and distribution expenses be reported as
operating expenses.

Comprehensive
income:Comprehensive income is not
recognized under Canadian GAAP. US GAAP would require the
recognition of comprehensive income.

Depreciation and
amortization:Depreciation and
amortization under Canadian GAAP is higher than under
US GAAP, as the net book values of property, plant and
equipment and goodwill under Canadian GAAP are higher than under
US GAAP.

7



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##### 



Provision for plant closures:The provision for plant closures under
Canadian GAAP in 2000 included severance expense, which was
accrued when management having the appropriate authority
approved the plan. US GAAP would require that severance not
be accrued until the plan was announced to the employees. Under
US GAAP severance is being expensed as paid in 2001.

The application of US GAAP, as described
above, would have had the following approximate effects on net
income, net income per share, total assets and
shareholders equity:

|                                                    |                               |                    |            |      |   |   |            |      |  
|--------------------------------------------------- | ----------------------------- | ------------------ | ---------- | ---- | - | - | ---------- | ---- | -
|                                                    |                               |                   
|                                                    |                               | Three Months Ended
|                                                    |                               | March 31,         
|                                                    |                               | 2002               |            | 2001
|                                                   
|                                                   
|                                                    |                               |                   
|                                                    |                               | (unaudited)       
|Net income as reported  Canadian GAAP              |                               | $                  | 12.8       |      |   | $ | 62.4       |     
|Items increasing (decreasing) reported net
	income  |                               |                    |            |      |   |   |            |     
|                                                    | Pre-operating costs           |                    |            |     |   |   |            | (3.7 | )
|                                                    | Depreciation and amortization |                    |            | 2.1  |   |   |            | 2.4  |  
|                                                    | Provision for plant closures  |                    |            |     |   |   |            | (6.7 | )
|                                                    | Future Income Taxes           |                    |            | (0.8 | ) |   |            | 3.0  |  
|                                                   
|Approximate net income  US GAAP                    |                               | $                  | 14.1       |      |   | $ | 57.4       |     
|                                                   
|Weighted average shares outstanding 
	US GAAP      |                               |                    | 51,960,000 |      |   |   | 51,860,000 |     
|                                                   
|Approximate basic net income per
	share  US GAAP   |                               | $                  | 0.27       |      |   | $ | 1.11       |     
|                                                   
|Approximate diluted net income per
	share  US GAAP |                               | $                  | 0.27       |      |   | $ | 1.10       |     
|                                                   

|                                                     |                                                           |             |         |              |   |   |         |        |  
|---------------------------------------------------- | --------------------------------------------------------- | ----------- | ------- | ------------ | - | - | ------- | ------ | -
|                                                     |                                                           | March 31,   |         | December 31,
|                                                     |                                                           | 2002        |         | 2001        
|                                                    
|                                                    
|                                                     |                                                           | (unaudited) |         |             
|Total assets as reported  Canadian GAAP             |                                                           | $           | 4,673.0 |              |   | $ | 4,597.3 |       
|Items increasing (decreasing) reported total
	assets |                                                           |             |         |              |   |   |         |       
|                                                     | Available-for-sale securities (unrealized holding
	gains) |             |         | 40.8         |   |   |         | 34.9   |  
|                                                     | Fair value of natural gas hedging contracts               |             |         | 47.0         |   |   |         | 8.9    |  
|                                                     | Property, plant and equipment                             |             |         | (149.7       | ) |   |         | (151.8 | )
|                                                     | Pre-operating costs                                       |             |         | (65.6        | ) |   |         | (65.6  | )
|                                                     | Goodwill                                                  |             |         | (46.7        | ) |   |         | (46.7  | )
|                                                    
|Approximate total assets  US GAAP                   |                                                           | $           | 4,498.8 |              |   | $ | 4,377.0 |       
|                                                    

|                                                             |                                                    |             |         |              |   |   |         |        |  
|------------------------------------------------------------ | -------------------------------------------------- | ----------- | ------- | ------------ | - | - | ------- | ------ | -
|                                                             |                                                    | March 31,   |         | December 31,
|                                                             |                                                    | 2002        |         | 2001        
|                                                            
|                                                            
|                                                             |                                                    | (unaudited) |         |             
|Total shareholders equity as
	reported  Canadian GAAP      |                                                    | $           | 2,086.9 |              |   | $ | 2,086.5 |       
|Items increasing (decreasing) reported
	shareholders equity |                                                    |             |         |              |   |   |         |       
|                                                             | Accumulated other comprehensive income, net of tax |             |         | 76.0         |   |   |         | 29.8   |  
|                                                             | Pre-operating costs                                |             |         | (65.6        | ) |   |         | (65.6  | )
|                                                             | Provision for asset impairment                     |             |         | (218.0       | ) |   |         | (218.0 | )
|                                                             | Depreciation and amortization                      |             |         | 21.6         |   |   |         | 19.5   |  
|                                                             | Future income taxes                                |             |         | 65.9         |   |   |         | 66.7   |  
|                                                            
|Approximate shareholders equity 
	US GAAP                  |                                                    | $           | 1,966.8 |              |   | $ | 1,918.9 |       
|                                                            

8



---



##### 



New Accounting Pronouncements

Effective January 1, 2002 the company has
adopted SFAS 141 Business Combinations. This
pronouncement requires the use of the purchase method of
accounting for business combinations. The adoption of this
pronouncement has not had a significant impact on the financial
position or results of operations of the company as the company
has accounted for all subsidiary acquisitions using the
purchase method.

Effective January 1, 2002 the company also
adopted SFAS 142 Goodwill and Other Intangible
Assets. This pronouncement is being applied on a
prospective basis and requires that goodwill be subject to an
annual impairment test rather than be amortized. On an annual
basis this pronouncement will reduce amortization expense by
approximately $2.0 million ($0.5 million per quarter),
assuming no impairment. Although the company does not anticipate
an impairment charge at this time, it is in the process of
completing the impairment test to make its
annual assessment.

SFAS 133 Disclosures

The companys natural gas purchase strategy
is based on diversification of price for its total gas
requirements. Its objective is to acquire a reliable supply of
natural gas feedstock and fuel on a location adjusted, cost
competitive basis in a manner that minimizes volatility without
undue risk. The company employs derivative instruments including
futures, swaps and option agreements in order to establish the
cost on a portion of its natural gas requirements. These
instruments are intended to hedge the future cost of the
committed and anticipated natural gas purchases for its
US nitrogen plants. The maximum period for these hedges
cannot exceed five years. The company uses these instruments to
reduce price risk, not for speculative purposes.

The company has designated its natural gas
derivative instruments as cash flow hedges. The gain or loss on
an effective cash flow hedge is deferred in OCI until such time
as the natural gas that it relates to is used in production, at
which time the gain or loss is then reclassified from OCI to
cost of sales. In the first quarter of 2002, $9.5 million
of losses were recognized in cost of sales. Of the deferred
gains at the quarter end, approximately $26.9 million will
be reclassified to cost of sales within the next
twelve months.

9.   Seasonality

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

10. Comparative Figures

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

9



---



##### 





|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The narrative included under this
Managements Discussion and Analysis of Financial Condition
and Results of Operations has been derived with reference to the
unaudited consolidated financial statements reported under
Canadian GAAP.

Overview

|                                       |  |                             |       |      |  |        |       |        |  |   |        |   |  |  |     |  
|-------------------------------------- |  | --------------------------- | ----- | ---- |  | ------ | ----- | ------ |  | - | ------ | - |  |  | --- | -
|                                       |  |                            
|                                       |  | Three Months Ended March 31
|                                      
|                                      
|                                       |  | Dollar                      |       | %   
|($millions  except per share amounts) |  | 2002                        |       | 2001 |  | Change |       | Change
|                                      
|                                      
|Net Sales                              |  | $                           | 461.0 |      |  | $      | 602.4 |        |  | $ | (141.4 | ) |  |  | (23 | )
|                                      
|Gross Margin                           |  | $                           | 77.6  |      |  | $      | 136.1 |        |  | $ | (58.5  | ) |  |  | (43 | )
|                                      
|Operating Income                       |  | $                           | 40.9  |      |  | $      | 116.5 |        |  | $ | (75.6  | ) |  |  | (65 | )
|                                      
|Net Income                             |  | $                           | 12.8  |      |  | $      | 62.4  |        |  | $ | (49.6  | ) |  |  | (79 | )
|                                      
|Net Income per Share  Basic           |  | $                           | 0.25  |      |  | $      | 1.20  |        |  | $ | 0.95   |   |  |  | (79 | )
|                                      
|Net Income per Share  Diluted         |  | $                           | 0.24  |      |  | $      | 1.19  |        |  | $ | 0.95   |   |  |  | (80 | )
|                                      

|                            |           |                             |   |      |   |           |   |           |  |        |  |    |  |  |  |    |  |  |  |      |  
|--------------------------- | --------- | --------------------------- | - | ---- | - | --------- | - | --------- |  | ------ |  | -- |  |  |  | -- |  |  |  | ---- | -
|                            |           |                            
|                            |           | Three Months Ended March 31
|                           
|                           
|                            |           | 2002                        |   | 2001 |   |          
|                            |           | % of                        |   | % of |   | %        
|($ millions)                |           | 2002                        |   | 2001 |   | Net Sales |   | Net Sales |  | Change
|                           
|                           
|Gross Margin by Nutrient(1) |           |                             |   |      |   |           |   |           |  |        |  |    |  |  |  |    |  |  |  |     
|                            | Potash    |                             | $ | 56.4 |   |           | $ | 53.1      |  |        |  | 40 |  |  |  | 42 |  |  |  | 6    |  
|                           
|                            | Phosphate |                             | $ | 21.7 |   |           | $ | 22.3      |  |        |  | 14 |  |  |  | 12 |  |  |  | (3   | )
|                           
|                            | Nitrogen  |                             | $ | (0.5 | ) |           | $ | 60.7      |  |        |  |   |  |  |  | 21 |  |  |  | (101 | )
|                           



|    |                                                                    
|--- | -------------------------------------------------------------------
|(1) | Percentage of net sales is calculated on net
    sales by nutrient.

The potash segment had the strongest results of
our three nutrients in the first quarter of 2002. Higher
offshore sales volumes (primarily to China, Brazil and Malaysia)
more than offset reductions in North American sales volumes and
prices, resulting in higher gross margin. Phosphate gross margin
was down slightly, in spite of a significant reduction in
fertilizer sales volumes. The company has restricted sales of
solid and liquid phosphate fertilizers in the offshore markets
until these markets recover. The feed and industrial businesses
continued to add positive gross margin, although prices were
down slightly. Overall, phosphate gross margin per tonne
increased 16 percent. Nitrogen prices remained under pressure
during the quarter. Overall, they were down significantly from
the prior year, when high natural gas costs caused industry
shutdowns in North America and resulted in higher
nitrogen prices.

10



---



##### 



Potash

|              |                               |                             |       |                    |  |                      |       |      |  |      |    |        |   |      |       |      |  |        |       |     |  |  |    |    |  |   |       |       |  |   |       |       |  |  |    |    |  
|------------- | ----------------------------- | --------------------------- | ----- | ------------------ |  | -------------------- | ----- | ---- |  | ---- | -- | ------ | - | ---- | ----- | ---- |  | ------ | ----- | --- |  |  | -- | -- |  | - | ----- | ----- |  | - | ----- | ----- |  |  | -- | -- | -
|              |                               |                            
|              |                               | Three Months Ended March 31
|             
|             
|              |                               |                             |       |                    |  |                     
|              |                               | Dollars (millions)          |       | Tonnes (thousands) |  | Average Price Per MT
|             
|             
|              |                               | %                           |       |                    |  | %                    |       |      |  | %   
|              |                               | 2002                        |       | 2001               |  | Change               |       | 2002 |  | 2001 |    | Change |   | 2002 |       | 2001 |  | Change
|             
|             
|Net Sales     |                               |                             |       |                    |  |                      |       |      |  |      |    |        |   |      |       |      |  |        |       |     |  |  |    |    |  |   |       |       |  |   |       |       |  |  |    |   
|              | North American                |                             | $     | 56.7               |  |                      | $     | 59.2 |  |      |    | (4     | ) |      |       | 731  |  |        |       | 714 |  |  |    | 2  |  |   | $     | 77.47 |  |   | $     | 82.94 |  |  |    | (7 | )
|              | Offshore                      |                             |       | 79.3               |  |                      |       | 66.3 |  |      |    | 20     |   |      |       | 933  |  |        |       | 767 |  |  |    | 22 |  |   | $     | 84.99 |  |   | $     | 86.48 |  |  |    | (2 | )
|              | Other                         |                             |       | 4.7                |  |                      |       |     |  |      |    |       |   |      |       |     |  |        |       |    |  |  |    |   |  |   |       |      |  |   |       |      |  |  |    |   |  
|             
|              |                               |                             | 140.7 |                    |  |                      | 125.5 |      |  |      | 12 |        |   |      | 1,664 |      |  |        | 1,481 |     |  |  | 12 |    |  | $ | 81.68 |       |  | $ | 84.77 |       |  |  | (4 | ) 
|             
|Cost of Sales |                               |                             |       |                    |  |                      |       |      |  |      |    |        |   |      |       |      |  |        |       |     |  |  |    |    |  |   |       |       |  |   |       |       |  |  |    |   
|              | Cash costs                    |                             |       | 72.8               |  |                      |       | 63.1 |  |      |    | 15     |   |      |       |      |  |        |       |     |  |  |    |    |  |   | $     | 43.15 |  |   | $     | 42.54 |  |  |    | 1  |  
|              | Depreciation and amortization |                             |       | 11.5               |  |                      |       | 9.3  |  |      |    | 24     |   |      |       |      |  |        |       |     |  |  |    |    |  |   | $     | 6.82  |  |   | $     | 6.33  |  |  |    | 8  |  
|             
|              |                               |                             | 84.3  |                    |  |                      | 72.4  |      |  |      | 16 |        |   |      |       |      |  |        |       |     |  |  |    |    |  | $ | 49.97 |       |  | $ | 48.87 |       |  |  | 2  |   
|             
|Gross Margin  |                               | $                           | 56.4  |                    |  | $                    | 53.1  |      |  |      | 6  |        |   |      |       |      |  |        |       |     |  |  |    |    |  | $ | 33.43 |       |  | $ | 35.90 |       |  |  | (7 | ) 
|             

Potash revenue was up on a year-over-year basis
due to increased offshore sales (primarily to China, Brazil and
Malaysia) where the company benefited from record shipments in
March 2002. Potash prices in the offshore markets were down
slightly due to product mix. Canpotex has agreed to flat pricing
with Chinese buyers for the first half of 2002. North American
sales volumes and prices were down as compared to first quarter
2001 due to competitive pressures, but prices appear to have
stabilized as compared with the fourth quarter of 2001.

The number of shutdown weeks decreased from 17 in
first quarter 2001 to 7 this quarter. Product mix and high-cost
fourth quarter inventories more than offset the effect of fewer
shutdown weeks, resulting in higher per unit cost of sales
for potash.

Phosphate

|              |                               |                             |       |                    |  |                      |       |       |  |      |     |        |   |      |     |      |  |        |     |     |  |  |     |     |   |   |        |        |  |   |        |        |  |  |    |    |  
|------------- | ----------------------------- | --------------------------- | ----- | ------------------ |  | -------------------- | ----- | ----- |  | ---- | --- | ------ | - | ---- | --- | ---- |  | ------ | --- | --- |  |  | --- | --- | - | - | ------ | ------ |  | - | ------ | ------ |  |  | -- | -- | -
|              |                               |                            
|              |                               | Three Months Ended March 31
|             
|             
|              |                               |                             |       |                    |  |                     
|              |                               | Dollars (millions)          |       | Tonnes (thousands) |  | Average Price Per MT
|             
|             
|              |                               | %                           |       |                    |  | %                    |       |       |  | %   
|              |                               | 2002                        |       | 2001               |  | Change               |       | 2002  |  | 2001 |     | Change |   | 2002 |     | 2001 |  | Change
|             
|             
|Net Sales     |                               |                             |       |                    |  |                      |       |       |  |      |     |        |   |      |     |      |  |        |     |     |  |  |     |     |   |   |        |        |  |   |        |        |  |  |    |   
|              | Fertilizer  liquids          |                             | $     | 36.1               |  |                      | $     | 42.8  |  |      |     | (16    | ) |      |     | 169  |  |        |     | 200 |  |  |     | (15 | ) |   | $      | 213.37 |  |   | $      | 213.85 |  |  |    |   |  
|              | Fertilizer  solids           |                             |       | 24.8               |  |                      |       | 42.1  |  |      |     | (41    | ) |      |     | 157  |  |        |     | 271 |  |  |     | (42 | ) |   | $      | 157.51 |  |   | $      | 155.01 |  |  |    | 2  |  
|              | Feed                          |                             |       | 54.4               |  |                      |       | 55.9  |  |      |     | (3     | ) |      |     | 244  |  |        |     | 230 |  |  |     | 6   |   |   | $      | 222.91 |  |   | $      | 242.82 |  |  |    | (8 | )
|              | Industrial                    |                             |       | 39.8               |  |                      |       | 41.2  |  |      |     | (3     | ) |      |     | 127  |  |        |     | 125 |  |  |     | 2   |   |   | $      | 314.02 |  |   | $      | 330.40 |  |  |    | (5 | )
|             
|              |                               |                             | 155.1 |                    |  |                      | 182.0 |       |  |      | (15 | )      |   |      | 697 |      |  |        | 826 |     |  |  | (16 | )   |   | $ | 222.38 |        |  | $ | 220.19 |        |  |  | 1  |   
|             
|Cost of Sales |                               |                             |       |                    |  |                      |       |       |  |      |     |        |   |      |     |      |  |        |     |     |  |  |     |     |   |   |        |        |  |   |        |        |  |  |    |   
|              | Cash costs                    |                             |       | 115.2              |  |                      |       | 142.6 |  |      |     | (19    | ) |      |     |      |  |        |     |     |  |  |     |     |   |   | $      | 165.28 |  |   | $      | 172.64 |  |  |    | (4 | )
|              | Depreciation and amortization |                             |       | 18.2               |  |                      |       | 17.1  |  |      |     | 6      |   |      |     |      |  |        |     |     |  |  |     |     |   |   | $      | 25.92  |  |   | $      | 20.58  |  |  |    | 26 |  
|             
|              |                               |                             |       | 133.4              |  |                      |       | 159.7 |  |      |     | (16    | ) |      |     |      |  |        |     |     |  |  |     |     |   |   | $      | 191.20 |  |   | $      | 193.22 |  |  |    | (1 | )
|             
|Gross Margin  |                               | $                           | 21.7  |                    |  | $                    | 22.3  |       |  |      | (3  | )      |   |      |     |      |  |        |     |     |  |  |     |     |   | $ | 31.18  |        |  | $ | 26.97  |        |  |  | 16 |   
|             

The phosphate fertilizer market remained weak
throughout the quarter. New capacity in India and Australia in
the recent past, and Chinas absence from offshore markets,
has resulted in pressure on both offshore and North American
prices. The company idled DAP production at White Springs in
December 2000 and reduced DAP production at Aurora in November
2001 in response to these market conditions. The company
continues to restrict its presence in the export market while
prices remain depressed.

Feed volumes were up from first quarter 2001.
Lower domestic volumes, due to mild winter weather, were more
than offset by higher offshore volumes due to higher sales in
Brazil. Domestic prices were flat while

11



---



##### 



offshore prices were down as competition in Asia
is affecting the marketplace. Gross margin from feed products
was higher on a year-over-year basis.


Industrial sales volumes were up slightly and
even though prices were down, industrial products contributed
more gross margin in first quarter 2002 ($16.1 million)
than in the comparable quarter last year ($13.4 million).

The reduction in ammonia and sulfur costs on a
year-over-year basis more than offset the effect of fewer
production tonnes resulting in a marginal reduction in unit cost
of sales.

Nitrogen

|                    |                               |                             |       |                    |  |                      |       |       |  |      |      |        |   |      |       |      |  |        |       |     |  |  |     |     |   |   |        |        |  |   |        |        |  |  |      |     |  
|------------------- | ----------------------------- | --------------------------- | ----- | ------------------ |  | -------------------- | ----- | ----- |  | ---- | ---- | ------ | - | ---- | ----- | ---- |  | ------ | ----- | --- |  |  | --- | --- | - | - | ------ | ------ |  | - | ------ | ------ |  |  | ---- | --- | -
|                    |                               |                            
|                    |                               | Three Months Ended March 31
|                   
|                   
|                    |                               |                             |       |                    |  |                     
|                    |                               | Dollars (millions)          |       | Tonnes (thousands) |  | Average Price Per MT
|                   
|                   
|                    |                               | %                           |       |                    |  | %                    |       |       |  | %   
|                    |                               | 2002                        |       | 2001               |  | Change               |       | 2002  |  | 2001 |      | Change |   | 2002 |       | 2001 |  | Change
|                   
|                   
|Net Sales           |                               |                             |       |                    |  |                      |       |       |  |      |      |        |   |      |       |      |  |        |       |     |  |  |     |     |   |   |        |        |  |   |        |        |  |  |      |    
|                    | Ammonia                       |                             | $     | 48.6               |  |                      | $     | 99.1  |  |      |      | (51    | ) |      |       | 465  |  |        |       | 419 |  |  |     | 11  |   |   | $      | 104.56 |  |   | $      | 236.37 |  |  |      | (56 | )
|                    | Urea                          |                             |       | 47.7               |  |                      |       | 80.2  |  |      |      | (40    | ) |      |       | 378  |  |        |       | 391 |  |  |     | (3  | ) |   | $      | 126.24 |  |   | $      | 205.07 |  |  |      | (38 | )
|                    | Solutions                     |                             |       | 16.8               |  |                      |       | 39.5  |  |      |      | (57    | ) |      |       | 213  |  |        |       | 323 |  |  |     | (34 | ) |   | $      | 78.80  |  |   | $      | 122.40 |  |  |      | (36 | )
|                    | Other                         |                             |       | 36.2               |  |                      |       | 38.8  |  |      |      | (7     | ) |      |       | 366  |  |        |       | 319 |  |  |     | 15  |   |   | $      | 99.08  |  |   | $      | 121.67 |  |  |      | (19 | )
|                    | Carbon Dioxide (CO 2)         |                             |       | 2.3                |  |                      |       | 1.6   |  |      |      | 44     |   |      |       | 220  |  |        |       | 197 |  |  |     | 12  |   |   | $      | 10.33  |  |   | $      | 8.28   |  |  |      | 25  |  
|                   
|                    |                               |                             | 151.6 |                    |  |                      | 259.2 |       |  |      | (42  | )      |   |      | 1,642 |      |  |        | 1,649 |     |  |  |    |     |   | $ | 92.35  |        |  | $ | 157.17 |        |  |  | (41  | )  
|Purchased           |                               |                             | 13.6  |                    |  |                      | 35.7  |       |  |      | (62  | )      |   |      | 118   |      |  |        | 189   |     |  |  | (37 | )   |   | $ | 115.45 |        |  | $ | 189.55 |        |  |  | (39  | )  
|                   
|                    |                               | $                           | 165.2 |                    |  | $                    | 294.9 |       |  |      | (44  | )      |   |      | 1,760 |      |  |        | 1,838 |     |  |  | (4  | )   |   | $ | 93.90  |        |  | $ | 160.49 |        |  |  | (41  | )  
|                   
|Fertilizer          |                               | $                           | 69.1  |                    |  | $                    | 158.4 |       |  |      | (56  | )      |   |      | 714   |      |  |        | 910   |     |  |  | (22 | )   |   | $ | 96.84  |        |  | $ | 174.15 |        |  |  | (44  | )  
|Feed and Industrial |                               |                             | 96.1  |                    |  |                      | 136.5 |       |  |      | (30  | )      |   |      | 1,046 |      |  |        | 928   |     |  |  | 13  |     |   | $ | 91.90  |        |  | $ | 147.10 |        |  |  | (38  | )  
|                   
|                    |                               |                             | 165.2 |                    |  |                      | 294.9 |       |  |      | (44  | )      |   |      | 1,760 |      |  |        | 1,838 |     |  |  | (4  | )   |   | $ | 93.90  |        |  | $ | 160.49 |        |  |  | (41  | )  
|                   
|Cost of Sales       |                               |                             |       |                    |  |                      |       |       |  |      |      |        |   |      |       |      |  |        |       |     |  |  |     |     |   |   |        |        |  |   |        |        |  |  |      |    
|                    | Cash costs                    |                             |       | 143.9              |  |                      |       | 218.2 |  |      |      | (34    | ) |      |       |      |  |        |       |     |  |  |     |     |   |   | $      | 81.76  |  |   | $      | 118.77 |  |  |      | (31 | )
|                    | Depreciation and amortization |                             |       | 21.8               |  |                      |       | 16.0  |  |      |      | 36     |   |      |       |      |  |        |       |     |  |  |     |     |   |   | $      | 12.39  |  |   | $      | 8.71   |  |  |      | 42  |  
|                   
|                    |                               |                             | 165.7 |                    |  |                      | 234.2 |       |  |      | (29  | )      |   |      |       |      |  |        |       |     |  |  |     |     |   | $ | 94.15  |        |  | $ | 127.48 |        |  |  | (26  | )  
|                   
|Gross Margin        |                               | $                           | (0.5  | )                  |  | $                    | 60.7  |       |  |      | (101 | )      |   |      |       |      |  |        |       |     |  |  |     |     |   | $ | (0.24  | )      |  | $ | 33.01  |        |  |  | (101 | )  
|                   

Prices for all nitrogen products were
significantly lower than in the first quarter of 2001 as high
domestic production kept prices under pressure, compared to
first quarter 2001 when at least half of US capacity
remained shut down due to high gas costs. The lower prices
resulted in a negative gross margin from nitrogen products in
the current quarter.

Overall, nitrogen sales volumes were down due to
lower sales volumes of urea, nitrogen solutions and purchased
product. Ammonia sales were up due to increased demand from US
DAP producers. The cold March probably shifted some urea sales
tonnes from the first to the second quarter. Nitrogen solutions
were oversupplied in North America with large import volumes
contributing to the supply/demand imbalance. As a result, the
company has shut down all solutions production at Geismar until
the market recovers.

As a percentage of total sales volumes,
non-fertilizer sales volumes increased from 50 percent in
first quarter 2001 to 59 percent this quarter while
non-fertilizer sales revenues increased from 46 percent to
58 percent over the same period.

The average unit cost of natural gas in the first
quarter of this year ($2.12 per MMBtu) has decreased
significantly over the comparable period last year
($3.53 per MMBtu). This decrease has resulted in a
23 percent decrease in the unit costs on manufactured
products.

12



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##### 



Expenses

|                                  |  |                             |       |      |  |          |       |  |  |  |     |  
|--------------------------------- |  | --------------------------- | ----- | ---- |  | -------- | ----- |  |  |  | --- | -
|                                  |  |                             |       |     
|                                  |  | Three Months Ended March 31 |       |     
|                                 
|                                 
|($ millions)                      |  | 2002                        |       | 2001 |  | % Change
|                                 
|                                 
|Selling and Administrative        |  |                             | $22.8 |      |  |          | $25.4 |  |  |  | (10 | )
|Provincial Mining and Other Taxes |  |                             | 19.7  |      |  |          | 14.8  |  |  |  | 33  |  
|Interest                          |  |                             | 21.0  |      |  |          | 15.8  |  |  |  | 33  |  
|Income Taxes                      |  |                             | 7.1   |      |  |          | 38.3  |  |  |  | (81 | )

Selling and administrative expenses have
decreased primarily due to cost savings. In addition, there is
no amortization of goodwill this year due to the change in
accounting policy (see Note 2 to the unaudited consolidated
financial statements).

Saskatchewans Potash Production Tax is
comprised of a base tax per tonne of product sold and an
additional tax based on mine-by-mine profits. The New Brunswick
division and the Saskatchewan divisions pay a provincial Crown
royalty, which is accounted for in cost of goods sold. The
increase in Provincial Mining and Other Taxes for the quarter
was primarily due to an increase in Saskatchewan-sourced sales.

Interest expense in the first quarter of 2002
increased due to an increase in long-term debt relating to
$600.0 million of 7.75 percent 10 year notes that
were issued in May 2001. This increase was partially offset by a
reduction in short-term interest expense due to lower short-term
interest rates. The weighted average interest rate on short-term
debt outstanding in the first quarter of 2002 was
2.2 percent (2001  5.9 percent). Weighted
average short-term debt outstanding in the first quarter of 2002
was $515.2 million (2001  $507.4 million).
Weighted average long-term debt outstanding in the first quarter
of 2002 was $1,017.0 million as compared to
$419.3 million in 2001. The weighted average interest rate
on the long-term debt outstanding was 7.4 percent in the
first quarter of 2002 (2001  7.0 percent).

The effective consolidated tax rate for the first
quarter of 2002 was 36 percent (2001 
38 percent) of income before income taxes. The decrease in
the effective rate was primarily due to corporate restructuring
in conjunction with the refinancing of the Trinidad plant leases
in May of 2001. The current/future tax split for the current
period approximates 80 percent current and 20 percent
future (40 percent current and 60 percent future in
the first quarter of 2001). The increase in the current portion
of the provision was primarily due to higher earnings in Canada
where the company is subject to current taxes.

ANALYSIS OF FINANCIAL CONDITION AND CASH
FLOW

|                                      |  |                             |        |      |  |          |        |   |  |  |       |  
|------------------------------------- |  | --------------------------- | ------ | ---- |  | -------- | ------ | - |  |  | ----- | -
|                                      |  |                             |        |     
|                                      |  | Three Months Ended March 31 |        |     
|                                     
|                                     
|($ millions)                          |  | 2002                        |        | 2001 |  | % Change
|                                     
|                                     
|Cash provided by operating activities |  |                             | $ 68.2 |      |  |          | $  3.3 |   |  |  | 1,967 |  
|Cash used in investing activities     |  |                             | $(39.7 | )    |  |          | $(22.4 | ) |  |  | 77    |  
|Cash provided by financing activities |  |                             | $ 17.0 |      |  |          | $ 33.1 |   |  |  | (49   | )

The increase in cash provided by operating
activities in the first three months of 2002 as compared with
2001 was primarily due to the company building inventory in the
first quarter of 2001 in preparation for its move to NCPC, and
reducing inventories in the first quarter of 2002. This was
partially offset by the reduction in gross margin of
$58.5 million.

The increase in cash used in investing activities
was primarily due to the construction of the DFP plant and
purified acid plant at Aurora and the purchase of the Joplin
feed plant.

The company paid dividends of $13.0 million
in the first three months of 2002 (2001 
$13.0 million). During the period the company, in
connection with the purchase of the Joplin feed plant, incurred
certain commitments in the amount of $5.0 million which are
payable over five years. The company also entered into a
back-to-back loan transaction, with a net exposure of
$5.0 million, which matures in 10 years.

13



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##### 



CONTRACTUAL OBLIGATIONS AND OTHER
COMMITMENTS

|                                  |       |                    |       |              |  |              |       |       |  |   |         |         |  |   |         |         | 
|--------------------------------- | ----- | ------------------ | ----- | ------------ |  | ------------ | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                  |       |                   
|                                  |       | Dollars (millions)
|                                 
|                                 
|                                  |       | 1 to 3 years       |       | 4 to 5 years |  | Over 5 years |       | Total
|                                 
|                                 
|Long-term Debt                    |       | $                  | 6.2   |              |  | $            | 12.5  |       |  | $ | 1,005.0 |         |  | $ | 1,023.7 |        
|Operating Leases                  |       |                    | 116.9 |              |  |              | 72.2  |       |  |   | 155.3   |         |  |   | 344.4   |        
|Raw Material Purchase Commitments |       |                    | 285.0 |              |  |              | 185.0 |       |  |   | 725.0   |         |  |   | 1,195.0 |        
|                                 
|                                  | Total |                    | $     | 408.1        |  |              | $     | 269.7 |  |   | $       | 1,885.3 |  |   | $       | 2,563.1 | 
|                                 

Long-term debt primarily consists of
$1,000.0 million of notes payable that were issued under
the companys shelf registration statement,
$13.6 million Adjustable Rate Industrial Revenue and
Pollution Control Obligations, a net of $5.0 million under
a back-to-back loan arrangement and commitments of
$5.0 million payable over five years. The notes payable are
unsecured. Of the notes outstanding, $400.0 million bear
interest at 7.125 percent and mature in 2007 and
$600.0 million bear interest at 7.75 percent and
mature in 2011. There are no sinking fund requirements. The
notes are subject to covenants and events of default, including
an event of default for acceleration of other debt in excess of
$50.0 million. The Adjustable Rate Industrial Revenue and
Pollution Control Obligations bear interest at varying rates,
are secured by bank letters of credit and have no sinking fund
requirements.

Operating leases consist primarily of three
items. The first is railcars that are used to transport finished
goods and raw materials. These leases extend out to
approximately 2020. The second is the lease of port facilities
at the Port of Saint John for shipping New Brunswick potash
offshore. This lease runs until 2018. The third is the lease of
two vessels for transporting ammonia from Trinidad. These leases
extend to 2008. The operating lease amounts disclosed in the
above table are calculated as at December 31, 2001. There
have been no material changes since that date.

The company has long-term agreements for the
purchase of sulfur for use in the production of phosphoric acid.
These agreements provide for minimum purchase quantities and
prices based on market rates at the time of delivery. The
commitments included in the above table are based on the market
prices for the first quarter of 2002.

The companys Trinidad subsidiaries have
entered into long-term natural gas contracts with the National
Gas Company of Trinidad. The contracts provide for prices that
vary with ammonia market prices, escalating floor prices and
minimum purchase quantities. The commitments included in the
above table are based on floor prices and minimum
purchase quantities.

The company also has a long-term agreement for
the purchase of phosphate rock used at the Geismar facility.
This agreement sets base price (less volume discounts) for the
first three years. Prices in subsequent years are subject to
renegotiation. The commitments included in the above table are
based on the expected purchase quantity and the set base prices
(less applicable discounts).

LIQUIDITY

|                           |  |                    |       |                |  |                |       |  |  |   |        | 
|-------------------------- |  | ------------------ | ----- | -------------- |  | -------------- | ----- |  |  | - | ------ | 
|                           |  |                   
|                           |  | Dollars (millions)
|                          
|                          
|                           |  | Total              |       | Available at   |  | Outstanding at
|                           |  | Commitment         |       | March 31, 2002 |  | March 31, 2002
|                          
|                          
|Syndicated Credit Facility |  | $                  | 650.0 |                |  | $              | 219.5 |  |  | $ |       | 
|Lines of Credit            |  |                    | 149.1 |                |  |                | 134.1 |  |  |   | 90.0   | 
|Commercial Paper           |  |                    | 500.0 |                |  |                | 500.0 |  |  |   | 430.50 | 

The company has a syndicated credit facility,
renewable annually, which provides for unsecured advances. The
amount available is the total committed amount less the amount
of commercial paper outstanding. The lines of credit are also
renewable annually and the amount available is reduced by
outstanding letters of credit. Both the syndicated credit
facility and the lines of credit have financial and other

14



---



##### 



covenants which the company must comply with at
each quarter end. The company was in compliance with these
covenants at March 31, 2002.


The company also has a commercial paper program
of up to $500.0 million which has been authorized by the
Board of Directors. Access to this source of short-term
financing depends primarily on the companys rating by
Dominion Bond Rating Service (DBRS) and conditions
in the money markets. The companys commercial paper is
currently rated by DBRS as R1 low which should allow
unrestricted access to the money markets.

The company believes that internally generated
cash flow, supplemented by borrowing from existing financing
sources, will be sufficient to meet its anticipated capital
expenditures and other cash requirements, exclusive of any
possible acquisitions, in 2002.

FAIR VALUE OF GAS HEDGING CONTRACTS

In addition to physical spot and term purchases,
the company employs futures, swaps and option agreements to
establish the cost on a portion of its natural gas requirements.
These instruments are intended to hedge the future cost of the
committed and anticipated natural gas purchases for its
US nitrogen and phosphate plants. The maximum period for
these hedges cannot exceed five years, in accordance with
current company policy. The company uses these instruments to
reduce price risk, not for speculative or trading purposes.

The fair value of the companys gas hedging
contracts at March 31, 2002 was $47.0 million
($8.9 million at December 31, 2001). The
companys futures contracts are exchange-traded and fair
value was determined based on exchange prices. Swaps and option
agreements are traded in the over-the-counter market and fair
value was calculated based on a price that was converted to an
exchange-equivalent price.

RELATED PARTY TRANSACTIONS

The company sells potash from its Saskatchewan
mines for use outside of North America exclusively to Canpotex
Limited, a potash export, sales and marketing company owned in
equal shares by the three potash producers in the Province of
Saskatchewan. Sales to Canpotex are at prevailing market prices
and are settled on normal trade terms. The company has no other
significant related party transactions.

CRITICAL ACCOUNTING POLICIES

The companys accounting policies are in
accordance with accounting principles generally accepted in
Canada. These differ in some respects from accounting principles
generally accepted in the United States. These differences are
explained and quantified in Note 8 of the unaudited
consolidated financial statements.

The accounting policies followed by the company
will affect the reported amount of assets, liabilities, revenues
and expenses. There has been no change in the period to
accounting policies that are most significant in determining the
results of operations and financial position. Other accounting
policy changes are disclosed in Note 2 to the unaudited
consolidated financial statements.

OUTLOOK

The company believes it is well placed to
generate strong cash flow and earnings over the long term due to
the high quality of its assets. Fertilizer products, which
represent the majority of its sales, are a bulk commodity, where
lowest delivered cost is the underpinning of a companys
long term competitive position. Rising world population and the
demand for more food and better diets, with meat as a protein
source, will drive fertilizer consumption growth over the long
term. The companys excess potash capacity, contrasted with
the high capital cost of developing new capacity with limited
world potash reserves, should secure the future for potash.
Similarly, its low cost, extensive phosphate rock reserves,
particularly in North Carolina, provide a firm foundation for
its phosphate business. The companys growing phosphate
product diversification also provides some protection against
new capacity developments, the world opportunities for which are
more extensive than with potash. Long term, the companys
extensive nitrogen production base in Trinidad, with lower
priced, indexed natural gas, should provide positive earnings
support in the face of cheap offshore gas

15



---



##### 



nitrogen capacity that is displacing higher cost
gas nitrogen plants in North America. Utilizing its superior
asset base to grow earnings over time, the challenge for the
company is to minimize short term earnings volatility as a
result of fluctuations in demand, particularly with potash sales
in offshore markets, and to fend off the impact of new capacity
additions around the world, particularly in phosphate
and nitrogen.


The outlook for the remainder of the year
continues to be uncertain. Key determinants will be natural gas
prices, the quality of the spring season and Chinas
DAP imports.

More North American demand is expected with a
projected increase in corn plantings. In addition, farmers know
that low fertilizer application rates in recent years make it
more important than ever to replenish nutrients that have been
mined from the soil. At the same time, industrial demand is
increasing with the improving economy.

Gas prices increased near the end of the quarter,
shutting down approximately 30 percent of US ammonia
capacity, which is giving nitrogen prices some support.

Chinas entry into the World Trade
Organization has not yet increased its DAP imports. This has
continued to keep DAP prices under pressure. New orders from
China would help solid phosphate fertilizer results.

In potash, good offshore demand looks set to
continue. Sales to China are returning to traditional levels and
Brazil is off to a good start. In the domestic market, a price
increase of $4 per short ton in mid-April 2002
looks positive.

The company continues to operate its potash mines
by matching production to anticipated sales demand. The company
is currently planning fewer shutdown weeks in the second quarter
of 2002 as compared to second quarter 2001. Production costs are
also affected by the strength of the Canadian dollar, natural
gas costs and sourcing of product sales.

Phosphate processing costs are primarily affected
by the cost of ammonia, sulfur and rock mining conditions.
Short-term, phosphate costs should improve due to lower input
costs for ammonia and sulfur. Long-term, the company expects to
benefit from its superior phosphate ore body at Aurora. Its
costs should be reduced once it is firmly established in the new
NCPC mining area, which is closer to the processing plant.

Based on current market conditions and subject to
uncertainties including changes in natural gas prices or changes
in purchases by major importers, the company expects
second-quarter 2002 earnings to be in the range of $0.50 per
share. Given current market signals, the company continues to
believe that it can earn $2.00 per share in 2002 but
recognizes some downside risk with the volatile nature of the
gas market.

FORWARD LOOKING STATEMENTS

Certain statements in this quarterly report on
form 10-Q and this Managements Discussion and Analysis of
Financial Condition and Results of Operations, including those
in the Outlook section, relating to the period after
March 31, 2002, are forward-looking statements subject to
risks and uncertainties. A number of factors could cause actual
results to differ materially from those expressed in the
forward-looking statements, including, but not limited to:
fluctuation in supply and demand in fertilizer, sulfur and
petrochemical markets; changes in competitive pressures,
including pricing pressures; risks associated with natural gas
and other hedging activities; changes in capital markets;
changes in currency and exchange rates; unexpected geological or
environmental conditions; imprecision in reserve estimates; the
outcome of legal proceedings; and changes in government policy
and regulation; and acquisitions the company may undertake in
the future. The company sells to a diverse group of customers
both by geography and by end product. Market conditions will
vary on a quarter-over-quarter and year-over-year basis and
sales can be expected to shift from one period to another. The
company disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as otherwise
required by applicable law.

16



---



##### 



ITEM
3.     QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

The companys nitrogen operations are
significantly affected by the price of natural gas. The company
employs derivative commodity instruments related to a portion of
its natural gas requirements (primarily futures, swaps and
options) for the purpose of managing its exposure to commodity
price risk in the purchase of natural gas. Changes in the market
value of these derivative instruments have a high correlation to
changes in the spot price of natural gas. Under Canadian GAAP,
gains or losses arising from settled hedging transactions are
deferred as a component of inventory until the product
containing the hedged item is sold. Changes in the market value
of open hedging transactions are not recognized as they
generally relate to changes in the spot price of anticipated
natural gas purchases.

A sensitivity analysis has been prepared to
estimate the companys market risk exposure arising from
derivative commodity instruments. The fair value of such
instruments is calculated by valuing each position using quoted
market prices. Market risk is estimated as the potential loss in
fair value resulting from a hypothetical 10 percent adverse
change in such prices. The results of this analysis indicate
that as of March 31, 2002 the companys estimated
derivative commodity instruments market risk exposure was
$22.6 million (2001  $39.3 million). Actual
results may differ from this estimate. Changes in the fair value
of such derivative instruments, with maturities in 2002 through
2007, will generally relate to changes in the spot price of
anticipated natural gas purchases.

The company also enters into forward exchange
contracts for the sole purpose of limiting its exposure to
exchange rate fluctuations relating to certain trade accounts.
Gains or losses resulting from foreign exchange contracts are
recognized at the time that the contracts are entered into and
are included in Other Income.

17



---



##### 



PART II.     OTHER
INFORMATION



ITEM 1.     LEGAL
PROCEEDINGS


Pamlico-Tar River Foundation
Proceeding

A significant portion of the Companys
phosphate reserves in Aurora, North Carolina is located in
wetlands. Under the U.S. federal Clean Water Act, a permit
must be obtained from the U.S. Army Corps of Engineers (the
Corps) before mining activity that will disturb the
wetlands may occur. On August 14, 1997, the Corps issued a
permit to the Company granting approval to mine certain areas,
subject to mining being completed no later than 2017.

On May 6, 1999, the Southern Environmental
Law Center (SELC) and the Pamlico-Tar River
Foundation (PTRF) gave notice to the EPA and the
Department of the Army of their intent to file a citizens suit
under the Clean Water Act contesting the August 14, 1997
Corps permit. On April 4, 2002, a complaint was filed by
the PTRF. PTRF alleges that EPA and the Corps, in the issuance
of the permit, violated certain requirements under the Clean
Water Act and the National Environmental Policy Act governing
their evaluation of the activities to be permitted and of
reasonable and practicable alternatives to those activities.
PTRF seeks a declaratory judgment from the Court that the Corps
of Engineers unlawfully issued the mining permit and an
injunction requiring the Corps to revoke the mining permit and
to further consider alternatives to the current mining plan
before issuing a new permit. The Company believes that the
permit was properly issued. The Company continues to mine in
accordance with the permit under the supervision of the Corps
and does not expect the claim to have a material adverse effect
on the Company.

ITEM
6.     EXHIBITS AND REPORTS ON FORM
8-K

(a) EXHIBITS

|        |      |                         |  |                                                                                                                                                                                                                                                                              
|------- | ---- | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Document
|        |      |                        
|        | 3(a) |                         |  | Restated Articles of Incorporation of the
	registrant dated October 31, 1989, as amended May 11,
	1995, incorporated by reference to Exhibit 3(i) to the
	registrants report on Form 10-K for the year ended
	December 31, 1995 (the 1995 Form 10-K).                     
|       
|        | 3(b) |                         |  | Bylaws of the registrant dated March 2,
	1995, incorporated by reference to Exhibit 3(ii) to
	the 1995 Form 10-K.                                                                                                                                                            
|       
|        | 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) |                         |  | 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 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.

| |       |  |  |                                                                                                                                                                                                                                                                                                        
| | ----- |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | 
| | 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 F-1 Registration
	Statement.

18



---



##### 



|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ----- | ----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|       
|        | 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 with
	effect October 1, 1992, incorporated by reference to
	Exhibit 10(f) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10(e) |                         |  | Canpotex PCA Collateral Withdrawing/ PCS Amending
	Agreement, dated with effect October 7, 1993, incorporated
	by reference to Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10(f) |                         |  | Canpotex Producer Agreement amending agreement
	dated effective January 1, 1999, incorporated by reference
	to Exhibit 10(f) of the registrants report on
	Form 10-K for the year ended December 31, 2000 (the
	2000 Form 10-K).                                                                                                                                                                                                                                                                                         
|       
|        | 10(g) |                         |  | Agreement of Limited Partnership of Arcadian
	Fertilizer, L.P. dated as of March 3, 1992 (form), 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(h) |                         |  | 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(i) |                         |  | 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(j) |                         |  | 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(k) |                         |  | 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(l) |                         |  | 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(m) |                         |  | 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.

19



---



##### 



|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | ------ | ----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 10(n)  |                         |  | 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. (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(o)  |                         |  | 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(p)  |                         |  | 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(q)  |                         |  | First Amendment to Manufacturing Support
	Agreement between BP Chemicals, Inc. and Arcadian Ohio,
	L.P., dated as of November 25, 1996, incorporated by
	reference to Exhibit 10(l) to the 1997 Form 10-K.                                                                                                                                                                                                                                                                                                                                                            
|       
|        | 10(r)  |                         |  | Master Termination Agreement dated as of
	May 23, 2001, between Trinidad Ammonia Company, Limited
	Partnership and PCS Nitrogen Fertilizer, L.P., incorporated by
	reference to Exhibit 10(x) to the registrants
	report on Form 10-Q for the quarterly period ended
	June 30, 2001 (the Second Quarter 2001
	Form 10-Q).                                                                                                                                                                                                                                          
|       
|        | 10(s)  |                         |  | Master Termination Agreement dated as of
	May 23, 2001, between Nitrogen Leasing Company, Limited
	Partnership and PCS Nitrogen Fertilizer, L.P., incorporated by
	reference to Exhibit 10(y) to the Second Quarter 2001
	Form 10-Q.                                                                                                                                                                                                                                                                                                                                  
|       
|        | 10(t)  |                         |  | Potash Corporation of Saskatchewan Inc. Stock
	Option Plan  Directors, as amended January 23,
	2001, incorporated by reference to Exhibit 10(y) to
	the Second Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                               
|       
|        | 10(u)  |                         |  | 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(v)  |                         |  | Short-Term Incentive Plan of the registrant
	effective January 2000, incorporated by reference to
	Exhibit 10(z) to the registrants report on
	Form 10-Q for the quarterly period ended March 31,
	2000 (the First Quarter 2000 Form 10-Q).                                                                                                                                                                                                                                                                                                                        
|       
|        | 10(w)  |                         |  | Long-Term Incentive Plan of the registrant
	effective January 2000, incorporated by reference to
	Exhibit 10(aa) to the Second Quarter 2000 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        | 10(x)  |                         |  | 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(y)  |                         |  | 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(z)  |                         |  | 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 (mm) to the Third Quarter 2000 Form 10-Q.                                                                                                                                                                                                                                                                                                                                   
|       
|        | 10(aa) |                         |  | Supplemental Retirement Benefits Plan, for
	eligible employees of PCS Phosphate Company, Inc., incorporated
	by reference to Exhibit 10(g) to the 1995
	Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                    

20



---



##### 



|        |        |                         |  |                                                                                                                                                                                                                                                                                                               
|------- | ------ | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 10(bb) |                         |  | 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(cc) |                         |  | 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(dd) |                         |  | 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(ee) |                         |  | Chief Executive Officer Medical and Dental Plan,
	incorporated by reference to Exhibit 10(jj) to the 2000
	Form 10-K.                                                                                                                                                                                         
|       
|        | 10(ff) |                         |  | 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(gg) |                         |  | 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(hh) |                         |  | Royalty Agreement dated October 7, 1993, by
	and between the registrant and Rio Algom Limited, incorporated
	by reference to Exhibit 10(x) to the 1995
	Form 10-K.                                                                                                                                            
|       
|        | 10(ii) |                         |  | Form of Note relating to the Companys
	offering of $600,000,000 principal amount of 7 3/4% Notes
	due on May 31, 2011, incorporated by reference to
	Exhibit 4 to the registrants report on Form 8-K
	dated May 17, 2001.                                                                                   
|       
|        | 10(jj) |                         |  | 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.                                                                                                                                   
|       
|        | 11     |                         |  | Statement re Computation of Per Share Earnings                                                                                                                                                                                                                                                                

(b) REPORTS
ON FORM 8-K

There were no reports on form 8-K filed by the
registrant during the quarterly period covered by
this Report.

21



---



##### 



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.    

May 10, 2002

| |     |                      
| | --- | ---------------------
| | By: | /s/ JOHN L.M. HAMPTON

| |                                                      
| | -----------------------------------------------------
| |                                                      
| | John L.M. Hampton                                    
| | Senior Vice President, General Counsel and
	Secretary

May 10, 2002

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

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

22



---



##### 



Exhibit Index

|        |      |                         |  |                                                                                                                                                                                                                                                                                             
|------- | ---- | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Document
|        |      |                        
|        | 3(a) |                         |  | Restated Articles of Incorporation of the
    registrant dated October 31, 1989, as amended May 11,
    1995, incorporated by reference to Exhibit 3(i) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                        
|       
|        | 3(b) |                         |  | Bylaws of the registrant dated March 2,
    1995, incorporated by reference to Exhibit 3(ii) to
    the 1995 Form 10-K.                                                                                                                                                                     
|       
|        | 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) |                         |  | 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 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.

| |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | 
| | 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 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 with
    effect October 1, 1992, incorporated by reference to
    Exhibit 10(f) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                   
|
| | 10(e) |  |  | Canpotex PCA Collateral Withdrawing/ PCS Amending
    Agreement, dated with effect October 7, 1993, incorporated
    by reference to Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                        
|
| | 10(f) |  |  | Canpotex Producer Agreement amending agreement
    dated effective January 1, 1999, incorporated by reference
    to Exhibit 10(f) of the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                  
|
| | 10(g) |  |  | Agreement of Limited Partnership of Arcadian
    Fertilizer, L.P. dated as of March 3, 1992 (form), 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)).                                 



---



##### 



|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | ----- | ----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|       
|        | 10(h) |                         |  | 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(i) |                         |  | 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(j) |                         |  | 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(k) |                         |  | 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(l) |                         |  | 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(m) |                         |  | 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(n) |                         |  | 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. (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(o) |                         |  | 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(p) |                         |  | 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(q) |                         |  | First Amendment to Manufacturing Support
    Agreement between BP Chemicals, Inc. and Arcadian Ohio,
    L.P., dated as of November 25, 1996, incorporated by
    reference to Exhibit 10(l) to the 1997 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                              
|       
|        | 10(r) |                         |  | Master Termination Agreement dated as of
    May 23, 2001, between Trinidad Ammonia Company, Limited
    Partnership and PCS Nitrogen Fertilizer, L.P., incorporated by
    reference to Exhibit 10(x) to the registrants
    report on Form 10-Q for the quarterly period ended
    June 30, 2001 (the Second Quarter 2001
    Form 10-Q).                                                                                                                                                                                                                                                   



---



##### 



|        |        |                         |  |                                                                                                                                                                                                                                                                                                                              
|------- | ------ | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 10(s)  |                         |  | Master Termination Agreement dated as of
    May 23, 2001, between Nitrogen Leasing Company, Limited
    Partnership and PCS Nitrogen Fertilizer, L.P., incorporated by
    reference to Exhibit 10(y) to the Second Quarter 2001
    Form 10-Q.                                                                             
|       
|        | 10(t)  |                         |  | Potash Corporation of Saskatchewan Inc. Stock
    Option Plan  Directors, as amended January 23,
    2001, incorporated by reference to Exhibit 10(y) to
    the Second Quarter 2001 Form 10-Q.                                                                                                                             
|       
|        | 10(u)  |                         |  | 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(v)  |                         |  | Short-Term Incentive Plan of the registrant
    effective January 2000, incorporated by reference to
    Exhibit 10(z) to the registrants report on
    Form 10-Q for the quarterly period ended March 31,
    2000 (the First Quarter 2000 Form 10-Q).                                                                   
|       
|        | 10(w)  |                         |  | Long-Term Incentive Plan of the registrant
    effective January 2000, incorporated by reference to
    Exhibit 10(aa) to the Second Quarter 2000 Form 10-Q.                                                                                                                                                                 
|       
|        | 10(x)  |                         |  | 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(y)  |                         |  | 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(z)  |                         |  | 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 (mm) to the Third Quarter 2000 Form 10-Q.                                                                                 
|       
|        | 10(aa) |                         |  | Supplemental Retirement Benefits Plan, for
    eligible employees of PCS Phosphate Company, Inc., incorporated
    by reference to Exhibit 10(g) to the 1995
    Form 10-K.                                                                                                                                                  
|       
|        | 10(bb) |                         |  | 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(cc) |                         |  | 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(dd) |                         |  | 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(ee) |                         |  | Chief Executive Officer Medical and Dental Plan,
    incorporated by reference to Exhibit 10(jj) to the 2000
    Form 10-K.                                                                                                                                                                                                  
|       
|        | 10(ff) |                         |  | 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(gg) |                         |  | 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(hh) |                         |  | Royalty Agreement dated October 7, 1993, by
    and between the registrant and Rio Algom Limited, incorporated
    by reference to Exhibit 10(x) to the 1995
    Form 10-K.                                                                                                                                                  



---



##### 



|        |        |                         |  |                                                                                                                                                                                                                                        
|------- | ------ | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 10(ii) |                         |  | Form of Note relating to the Companys
    offering of $600,000,000 principal amount of 7 3/4% Notes
    due on May 31, 2011, incorporated by reference to
    Exhibit 4 to the registrants report on Form 8-K
    dated May 17, 2001.
|       
|        | 10(jj) |                         |  | 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.                                                   
|       
|        | 11     |                         |  | Statement re Computation of Per Share Earnings