##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 40-F
  o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934Orþ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For fiscal year ended:
    
    December 31, 2005Commission file number:
    
    No. 001-14460
 AGRIUM INC.
  Canada
 2873/5191
 98-0346248
 13131 Lake Fraser Drive S.E.
Calgary, Alberta
T2J 7E8 Canada
(403) 225-7000
 CT Corporation System
111 Eighth Avenue, 13 th




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Title of each class:
    
    Name of each exchange on which registered:Common Shares
    
    New York Stock Exchange
  Not Applicable
  Not Applicable
  þ     Annual Information Form
    
    þ     Audited Annual Financial Statements
  Common Shares
    
    130,851,592
  Yes o
    
    No þ
  Yes þ
    
    No o
  2




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TABLE OF CONTENTS  DISCLOSURE CONTROLS AND PROCEDURESPRINCIPAL DOCUMENTSAUDIT COMMITTEE FINANCIAL EXPERTCODE OF ETHICSPRINCIPAL ACCOUNTANT FEES AND SERVICESAUDIT COMMITTEES PRE-APPROVAL POLICIES AND PROCEDURESOFF-BALANCE SHEET ARRANGEMENTSTABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONSIDENTIFICATION OF THE AUDIT COMMITTEEUNDERTAKING AND CONSENT TO SERVICE OF PROCESSSIGNATURESEXHIBIT INDEXAnnual Information Form for the Year Ended December 31, 2005Management's Discussion and Analysis from the 2005 Annual Report to ShareholdersAudited Financial Statements for the Year Ended December 31, 2005Consent Letter from KPMG LLPComments by Auditors for U.S. Readers on Canada - U.S. Reporting DifferenceOfficers' Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)Officers' Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code    Table of Contents  
 DISCLOSURE CONTROLS AND PROCEDURES
 A.
    
    Evaluation of Disclosure Controls and Procedures
   B.
    
    Changes in Internal Control Over Financial Reporting
  3




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PRINCIPAL DOCUMENTS
  (1)
    
    Annual Information Form for the Year Ended December 31, 2005 (included as
Exhibit 99.1 hereto);(2)
    
    Managements Discussion and Analysis from the 2005 Annual Report to
Shareholders (included as Exhibit 99.2 hereto); and(3)
    
    Audited Annual Financial Statements for the Year Ended December 31, 2005
(included as Exhibit 99.3 hereto).
 
 AUDIT COMMITTEE FINANCIAL EXPERT
   
 CODE OF ETHICS
 www.agrium.com
 
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Category
    
    Year Ended December 31,2004
    
    
    2005Audit Fees (1)
    
    $
    678,000
    
    
    $
    777,000Audit-Related Fees(2)
    
    $
    47,000
    
    
    $
    63,000Tax Fees(3)
    
    $
    206,000
    
    
    $
    277,500All Other Fees(4)
    
    $
    3,000
    
    
    $
    56,000Total
    
    $
    934,000
    
    
    $
    1,173,500
 4




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(1)
    
    For professional services rendered by KPMG LLP for the audit and review of the Registrants
financial statements or services that are normally provided by KPMG LLP in connection with
statutory and regulatory filings or engagements.(2)
    
    For assurance and related services by KPMG LLP that are reasonably related to the performance
of the audit or review of the Registrants financial statements and are not reported under
Audit Fees above, including audits of the combined financial statements of subsidiaries;
consultations concerning financial accounting and reporting standards; and compliance reports
relating to contractual debt arrangements.(3)
    
    For professional services rendered by KPMG LLP for tax compliance, tax advice and tax
planning, including advice relating to the accounts receivable securitization program;
expatriate tax planning services; compliance services relating to exportation tax filings;
review and preparation of tax filings; tax advice relating to potential asset and business
acquisitions/combinations; and other tax planning and compliance services.(4)
    
    For services provided by KPMG LLP, other than the services reported under Audit Fees,
Audit-Related Fees and Tax Fees above. These services consisted of miscellaneous corporate
reporting and compliance services. 
 AUDIT COMMITTEES PRE-APPROVAL POLICIES AND PROCEDURES
  
 OFF-BALANCE SHEET ARRANGEMENTS
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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  
 IDENTIFICATION OF THE AUDIT COMMITTEE
  
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A.
    
    Undertaking
  B.
    
    Consent to Service of Process
   
 SIGNATURES
  AGRIUM INC.Date:  March 3, 2006
    By:
    /s/ Michael M. WilsonName:
    Michael M. WilsonTitle:
    President & Chief Executive Officer 6




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EXHIBIT INDEX
 Exhibits
    
    Description99.1
    
    
    Annual Information Form for the Year Ended December 31, 200599.2
    
    
    Managements Discussion and Analysis from the 2005 Annual Report to Shareholders99.3
    
    
    Audited Annual Financial Statements for the Year Ended December 31, 200599.4
    
    
    Consent Letter from KPMG LLP99.5
    
    
    Comments by Auditors for U.S. Readers on Canada  U.S. Reporting Difference99.6
    
    
    Officers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)99.7
    
    
    Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section
1350 of Chapter 63 of Title 18 of the United States Code
 7