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                                                                     Exhibit 4.6

                                                          AS AMENDED MAY 8, 2002

                                  BY-LAW NO. 1

   A BY-LAW RELATING GENERALLY TO THE BUSINESS AND AFFAIRS OF THE CORPORATION
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                                    PART ONE

                                 INTERPRETATION

Section 1.01 DEFINITIONS - In this by-law, unless the context otherwise
requires:

(a)   "ACT" means the Canada Business Corporations Act, or any statute that may
      be substituted therefor, as from time to time amended;

(b)   "APPOINT" means "elect" and vice versa;

(c)   "ARTICLES" means the articles attached to the Certificate of Incorporation
      of the Corporation as from time to time amended or restated;

(d)   "BOARD" means the board of directors of the Corporation;

(e)   "BY-LAWS" means this by-law and all other by-laws of the Corporation from
      time to time in force and effect;

(f)   "CORPORATION" means Agrium Inc.;

(g)   "MEETING OF SHAREHOLDERS" includes an annual meeting of shareholders and a
      special meeting of shareholders; and "special meeting of shareholders"
      includes a meeting of any class or classes of shareholders and a special
      meeting of all shareholders entitled to vote at an annual meeting of
      shareholders; and

(h)   "RECORDED ADDRESS" has the meaning set forth in section 5.09.

Section 1.02 CONSTRUCTION - Save as aforesaid, words and expressions defined in
the Act, including "resident Canadian" have the same meanings when used herein.
Words importing the singular number include the plural and vice versa; and words
importing a person include an individual, partnership, association, body
corporate, trustee, executor, administrator and legal representative.

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                                    PART TWO

                            MEETINGS OF SHAREHOLDERS

Section 2.01 PRESIDING OFFICER - The chairman of any meeting of shareholders
shall be the first mentioned of such of the following officers as have been
appointed who is present at the meeting: the Chairman, the President or a Vice
President who is also a director. In the absence of any such officer, the
shareholders shall choose one of their number to chair the meeting. Subject to
the Act, the procedure to be followed at any meeting of shareholders shall be
determined by the chairman of the meeting.

Section 2.02 QUORUM - A quorum of shareholders is present at a meeting of
shareholders, irrespective of the number of persons actually present at the
meeting, if the holders of ten per cent of the shares entitled to vote at the
meeting are present or represented by proxy.

Section 2.03 PARTICIPATION IN MEETINGS BY ELECTRONIC MEANS - Any person entitled
to attend a meeting of shareholders shall be entitled to participate in the
meeting by means of a telephonic, electronic or other communication facility
including teleconferencing, video conferencing, computer link, webcasting and
other similar means, if the Corporation has made available such communication
facilities and provided that the chairman of the meeting is satisfied that all
participants will be able to communicate adequately with each other during the
meeting. A person participating in a meeting by such means is deemed for the
purposes of this Act to be present at the meeting.

Section 2.04 MEETINGS HELD BY ELECTRONIC MEANS - If the directors or the
shareholders of the Corporation call a meeting of shareholders pursuant to the
Act, those directors or shareholders, as the case may be, may determine that the
meeting shall be held entirely by means of a telephonic, electronic or other
communication facility including teleconferencing, video conferencing, computer
link, webcasting and other similar means that permits all participants to
communicate adequately with each other during the meeting, provided that such
directors or shareholders, as the case may be, have made such communication
facilities available for such meeting.

Section 2.05 PROXYHOLDERS AND REPRESENTATIVES - Every shareholder entitled to
vote at a meeting of shareholders may appoint a proxyholder, or one or more
alternate proxyholders, to attend and act as the shareholder's representative at
the meeting in the manner and to the extent authorized and with the authority
conferred by the proxy. A proxy shall conform with the requirements of the Act
and shall be, in the case of a shareholder that is not a body corporate or
association, in writing executed by the shareholder or the shareholder's
attorney or in the form of an electronic document executed by the shareholder or
the shareholder's attorney.
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Section 2.06 EXECUTION OF AN ELECTRONIC DOCUMENT - For the purposes of section
2.05, an electronic document, that is, any form of representation of information
or of concepts fixed in any medium in, or by, electronic, optical or other
similar means, is executed if the signature results from the application by a
person of a technology or a process that permits (a) the signature resulting to
be unique to that person, (b) that person's signature is incorporated or
associated with or attached to the electronic document, and (c) that person can
be identified.

Section 2.07 VOTES TO GOVERN - At any meeting of shareholders every question
shall, unless otherwise required by the articles or by-laws, be determined by a
majority of the votes cast on the question. In case of an equality of votes
either upon a poll or by either a show of hands or by signifying by telephonic,
electronic or other means of communication or by a combination thereof, the
chairman of the meeting shall be entitled to a second or casting vote.

Section 2.08 MANNER OF VOTING - Subject to the Act, any question at a meeting of
shareholders shall be decided by either a show of hands or by signifying by
telephonic, electronic or other means of communication or by a combination
thereof, if the Corporation has made available such communication facilities,
unless a ballot thereon is required or demanded as hereinafter provided, and
upon either by a show of hands or by signifying by telephonic, electronic or
other means of communication or by a combination thereof every person who is
present and entitled to vote shall have one vote, subject to any provision of
the Act restricting the ability of a proxyholder or alternate proxyholder to
vote either by a show of hands or by signifying by telephonic, electronic or
other means of communication or by a combination thereof where such person has
conflicting instructions from more than one shareholder. Whenever a vote by
either by a show of hands or by signifying by telephonic, electronic or other
means of communication or by a combination thereof shall have been taken upon a
question, unless a ballot thereon is so required or demanded, a declaration by
the chairman of the meeting that the vote upon the question has been carried or
carried by a particular majority or not carried and an entry to that effect in
the minutes of the meeting shall be prima facie evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
any resolution or other proceeding in respect of the said question, and the
result of the vote so taken shall be the decision of the shareholders upon the
said question.

Section 2.09 BALLOTS - On any question proposed for consideration at a meeting
of shareholders, and whether or not a vote by either a show of hands or by
signifying by telephonic, electronic or other means of communication or by a
combination thereof has been taken thereon, the chairman may require a ballot or
any person who is present and entitled to vote on such question at the meeting
may demand a ballot. A ballot so required or demanded shall be taken in such
manner as the chairman shall direct. A requirement or demand for a ballot may be
withdrawn at any time prior to the taking of the ballot. If a ballot is taken
each person present shall be entitled, in respect of the shares which such
person is entitled to vote at the meeting upon the question, to that number of
votes provided
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by the Act or the articles, and the result of the ballot so taken shall be the
decision of the shareholders upon the said question.

                                   PART THREE

                             DIRECTORS AND OFFICERS

Section 3.01 ELECTION AND TERM - Until changed in accordance with the Act, the
Board shall consist of not fewer than the minimum number and not more than the
maximum number of directors provided in the articles. The election of directors
shall take place at each annual meeting of shareholders and all the directors
then in office shall retire but, if qualified, shall be eligible for
re-election. The number of directors to be elected at any such meeting shall be
the number of directors then in office unless the directors otherwise determine.
Where the shareholders adopt an amendment to the articles to increase the number
or maximum number of directors, the shareholders may, at the meeting at which
they adopt the amendment, elect the additional number of directors authorized by
the amendment. If an election of directors is not held at the proper time, the
incumbent directors shall continue in office until their successors are elected.

Section 3.02 QUALIFICATION - Subject to the Act, at least twenty-five percent of
the directors of the Corporation must be resident Canadians. However, if a
Corporation has less than four directors, at least one director must be a
resident Canadian.

Section 3.03 ELIGIBILITY REQUIREMENTS AT MEETINGS - The Board shall not transact
business at a meeting, other than filling a vacancy in the Board, unless at
least twenty-five percent of the directors present are resident Canadians, or,
if the Corporation has less than four directors, at least one of the directors
present is a resident Canadian, except where

      (a)   a resident Canadian director who is unable to be present approves in
            writing or by telephone or other communications facilities the
            business transacted at the meeting; and

      (b)   the required number of resident Canadian directors would have been
            present had that director been present at the meeting.

Section 3.04 VACANCIES - Subject to the Act, vacancies in the Board may be
filled for the remainder of its term of office from among persons qualified for
election by the remaining directors if constituting a quorum; otherwise such
vacancies shall be filled at the next annual meeting of shareholders at which
directors for the ensuing year are to be elected or at a special meeting of
shareholders called for that purpose.

Section 3.05 CHAIRMAN OF BOARD MEETINGS - The chairman of any meeting of the
Board shall be the first mentioned of such of the following officers as have
been appointed who is
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present at the meeting: the Chairman, the President, or a Vice President. If no
such officer is present, the directors shall choose one of their number to chair
the meeting.

Section 3.06 EXECUTIVE COMMITTEE - The Board may, from time to time, appoint an
Executive Committee consisting of at least three directors. The Executive
Committee shall be vested with all the ordinary powers and authority of the
Board at all times during which the Board is not in session. All acts and
proceedings of the Executive Committee shall be reported to the Board at the
next meeting thereof, but any right granted or obligation incurred pursuant to
the authority of the Executive Committee shall be treated as valid and binding
upon the Corporation.

Section 3.07 NOTICE - No notice need be given of the first meeting of the Board
following a meeting of shareholders at which directors are elected if such
meeting of the Board is held immediately after the shareholders meeting. Notice
of all other meetings of the Board and of all meetings of the Executive
Committee shall be given to each director or member of the committee, as the
case may be, not less than forty-eight hours (excluding any non-business day)
before the time when the meeting is to be held and may be given by mail,
facsimile, telegram, telex or other electronic means of communication. No action
taken at any meeting of the Board shall be invalidated by the accidental failure
to give notice or sufficient notice thereof to any director.

Section 3.08 QUORUM AND VOTING - At all meetings of the Board and of the
Executive Committee three directors shall constitute a quorum and every question
shall be decided by a majority of the votes cast thereon. In case of an equality
of votes, the chairman of the meeting shall be entitled to a second or casting
vote.

Section 3.09 REMUNERATION AND EXPENSES - Directors who do not receive salary as
officers or employees of the Corporation shall each be paid such amount per
annum as the Board may from time to time determine. In addition they, and the
salaried directors, shall each receive such amount as the Board may from time to
time determine for each meeting of the Board or any committee thereof which they
attend and shall be entitled to be paid for travelling and other expenses
properly incurred in connection with the affairs of the Corporation. The Board
may also award special remuneration to any director undertaking any special
service on the Corporation's behalf.

Section 3.10 OFFICERS - The Board may elect or appoint such officers having such
responsibilities as the Board sees fit, provided that at all time there shall be
a Chairman and a President (who may be the same person) who shall be elected
from the Board and there shall be a Secretary.

Section 3.11 INDEMNITY AND INSURANCE - Subject to the limitations contained in
the Act but without limit to the right of the Corporation to indemnify any
person under the Act or otherwise, the Corporation shall indemnify a director or
officer of the Corporation, a former director or officer of the Corporation, or
a person who acts or acted at the Corporation's
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request as a director or officer of a body corporate of which the Corporation is
or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a director or officer of the Corporation
or a director or officer of such body corporate, if:

      (a)   he acted honestly and in good faith with a view to the best
            interests of the Corporation; and

      (b)   in the case of a criminal or administrative action or proceeding
            that is enforced by a monetary penalty, he had reasonable grounds
            for believing that his conduct was lawful.

Subject to the limitations contained in the Act, the Corporation may purchase,
maintain or participate in such insurance for the benefit of such persons
referred to in this Section as the Board may from time to time determine.

                                    PART FOUR

                             EXECUTION OF DOCUMENTS

Section 4.01 EXECUTION OF DOCUMENTS - The Board may from time to time determine
the officers or other persons by whom any particular document or instrument or
class of documents or instruments of the Corporation shall be executed and the
manner of execution thereof, including the use of facsimile reproductions of any
or all signatures and the use of the corporate seal or a facsimile reproduction
thereof.

                                    PART FIVE

                                     NOTICES

Section 5.01 METHOD OF GIVING NOTICES - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the articles, the
by-laws or otherwise to a shareholder, director, officer, auditor or member of a
committee of the Board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to the person's recorded
address or if mailed to such person at such recorded address by prepaid ordinary
or air mail or if sent to such person at such recorded address by any means of
prepaid transmitted or recorded communication, or if provided in the form of an
electronic document so long as the shareholder, director, officer, auditor or
member of a committee of the Board (collectively, the "addressee") has consented
to receive the notice in such form. A notice so delivered shall be deemed to
have been given when it is delivered personally or to the recorded address as
aforesaid; a notice so mailed shall be
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deemed to have been given when deposited in a post office or public letter box;
a notice so sent by any means of transmitted or recorded communication shall be
deemed to have been given when dispatched or delivered for dispatch; and a
notice so sent in the form of an electronic document shall be deemed to have
been given when transmitted. The secretary may change or cause to be changed the
recorded address of any shareholder, director, officer, auditor or member of a
committee of the Board in accordance with any information believed by the
secretary to be reliable.

Section 5.02 CONSENT TO RECEIVING NOTICE BY ELECTRONIC DOCUMENT - The
requirement for consent pursuant to section 5.01 shall be satisfied if (a) the
addressee has consented in the manner prescribed and has designated an
information system for the receipt of the electronic document, and (b) the
electronic document is provided to the designated information system unless
otherwise prescribed.

Section 5.03 NOTICE TO JOINT SHAREHOLDERS - If two or more persons are
registered as joint holders of any share, any notice may be addressed to all
such jointholders, but notice addressed to one of such persons shall be
sufficient notice to all of them.

Section 5.04 COMPUTATION OF TIME - In computing the date when notice must be
given under any provision requiring specified number of days' notice of any
meeting or other event, the day of giving the notice shall be excluded and the
day of the meeting or other event shall be included.

Section 5.05 UNDELIVERED NOTICES - If any notice given to a shareholder pursuant
to section 5.01 is returned on three consecutive occasions because the
shareholder cannot be found, the Corporation shall not be required to give any
further notices to such shareholder until informed in writing by the shareholder
of a new address.

Section 5.06 OMISSIONS AND ERRORS - The accidental omission to give any notice
to any shareholder, director, officer, auditor or member of a committee of the
Board or the non-receipt of any notice by any such person or any error in any
notice not affecting the substance thereof shall not invalidate any action taken
at any meeting held pursuant to such notice or otherwise founded thereon.

Section 5.07 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person, who,
by operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom such person derives title to such share prior to the name and address
of such person being entered on the securities register (whether such notice was
given before or after the happening of the event upon which he became so
entitled) and prior to such person furnishing to the Corporation the proof of
authority or evidence of entitlement prescribed by the Act.
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Section 5.08 WAIVER OF NOTICE - Any shareholder, proxyholder or other person
entitled to attend a meeting of shareholders, director, officer, auditor or
member of a committee of the Board may at any time waive any notice, or waive or
abridge the time for any notice, required to be given to him under the Act, the
regulations thereunder, the articles, the by-laws or otherwise, and such waiver
or abridgement, whether given before or after the meeting or other event of
which notice is required to be given, shall cure any default in the giving or in
the time of such notice, as the case may be. Any such waiver or abridgement
shall be in writing except a waiver of notice of a meeting of shareholders or of
the Board or a committee of the Board which may be given in any manner.

Section 5.09 INTERPRETATION - In this by-law, "recorded address" means in the
case of a shareholder the address as recorded in the securities register; and in
the case of joint shareholders the address appearing in the securities register
in respect of such joint holder or the first address so appearing if there are
more than one; and in the case of a director, officer, auditor or member of a
committee of the Board, the latest address as recorded in the records of the
Corporation.

                                    PART SIX

                            EFFECTIVE DATE AND REPEAL

Section 6.01 EFFECTIVE DATE - This by-law shall come into force when made by the
Board in accordance with the Act.

Section 6.02 REPEAL - All previous by-laws of the Corporation are repealed as of
the coming into force of this by-law. Such repeal shall not affect the previous
operation of any by-law so repealed or affect the validity of any act done or
right, privilege, obligation or liability acquired or incurred under or the
validity of any contract or agreement made pursuant to any such by-law prior to
its repeal. All directors, officers and persons acting under any by-law so
repealed shall continue to act as if appointed under the provisions of this
by-law and all resolutions of the shareholders or the Board with continuing
effect passed under any repealed by-law shall continue to be valid except to the
extent inconsistent with this by-law and until amended or repealed.

ENACTED by the Board the 5th day of March, 2002.

                                                           /s/ John M. Van Brunt
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                                             PRESIDENT & CHIEF EXECUTIVE OFFICER

                                                           /s/ Leslie O'Donoghue
                                             -----------------------------------
                                                             CORPORATE SECRETARY

CONFIRMED by the shareholders in accordance with the Act the 8th day of May,
2002.

                                                           /s/ Leslie O'Donoghue
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                                                             CORPORATE SECRETARY