UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





AMENDMENT NO.
1

to

FORM 40-F





(Check One)

| ̈ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

Or



|x | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



|                        |  |                   |  | 
|----------------------- |  | ----------------- |  | 
|For fiscal year ended:  |  | December 31, 2011 |  | 
|Commission file number: |  | No. 001-14460     |  | 





AGRIUM INC.

(Exact name of registrant as specified in its charter)





Canada

(Province or other jurisdiction of incorporation or organization)

2870

(Primary standard industrial classification code number)

98-0346248

(I.R.S. employer identification number)

13131 Lake Fraser Drive S.E.

Calgary, Alberta

T2J 7E8 Canada

(403) 225-7000

(Address and telephone number of registrants principal executive offices)

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

U.S.A.

(212) 894-8940

(Name, address and telephone number of agent for service in the United States)





Securities registered pursuant to Section 12(b) of the Act:



|                     |  |                                            |  |  |  | 
|-------------------- |  | ------------------------------------------ |  |  |  | 
|Title of each class: |  | Name of each exchange on which registered: |  | 
|                     |  |                                            | 
|Common Shares        |  | New York Stock Exchange                    |  |  |  | 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Not Applicable

Securities for which
there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

For annual reports, indicate by check mark the information filed with this form:



|                           |  |                                        |  | 
|-------------------------- |  | -------------------------------------- |  | 
|x  Annual Information Form |  | x  Audited Annual Financial Statements |  | 

Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual report:

157,821,735 Common Shares outstanding as
of December 31, 2011

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes   ̈
            No   ̈

This
Amendment no. 1 to the Annual Report on Form 40-F shall be incorporated by reference into the registrants Registration Statements on Form S-8 (File Nos. 333-11254, 333-114276, 333-132207, 333-143334, 333-149666 and 333-161620).









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EXPLANATORY NOTICE TO READER

On March 2, 2012, Agrium Inc. (the Company) filed its annual report on Form 40-F for the year ended December 31, 2011 (the Annual Report). Subsequent to filing the Annual
Report, the Company noted certain typographical errors in Exhibit 99.3 - Audited Annual Financial Statements for the Year Ended December 31, 2011. A corrected version of Exhibit 99.3, together with a consent of KPMG LLP and certifications under
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, is filed herewith.

Other than as expressly set forth above, this amendment does not,
and does not purport to, update or restate the information in any Item of the Annual Report or reflect any events that have occurred after the Annual Report was filed. The filing of this amendment shall not be deemed an admission that the Annual
Report, when filed, included any untrue statement of material fact or omitted to state a material fact necessary to make a statement not misleading.



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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this amendment no. 1 to the annual report to be
signed on its behalf by the undersigned, thereto duly authorized.



|                    |  |             |  |                    |  |                                           
|------------------- |  | ----------- |  | ------------------ |  | ------------------------------------------
|                    |  | AGRIUM INC.
|                    |  |            
|Date: March 6, 2012 |  | By:         |  | /s/ Gary J. Daniel
|                    |  |             |  | Name:              |  | Gary J. Daniel                            
|                    |  |             |  | Title:             |  | Corporate Secretary &
Senior Legal Counsel



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EXHIBIT INDEX



|         |  |                                                                                                                                                          
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |  | Description                                                                                                                                              
|         | 
|99.1*    |  | Annual Information Form for the Year Ended December 31, 2011                                                                                             
|         | 
|99.2*    |  | Managements Discussion and Analysis from the 2011 Annual Report to Shareholders                                                                         
|         | 
|99.3**   |  | Audited Annual Financial Statements for the Year Ended December 31, 2011                                                                                 
|         | 
|99.4**   |  | Consent of Independent Registered Public Accounting Firm                                                                                                 
|         | 
|99.5*    |  | Consent of A. Dave Mackintosh, B.Sc., P.Geo                                                                                                              
|         | 
|99.6*    |  | Consent of ADM Consulting Limited                                                                                                                        
|         | 
|99.7*    |  | Consent of Erika D. Stoner, P.Eng                                                                                                                        
|         | 
|99.8*    |  | Mine Safety Disclosure                                                                                                                                   
|         | 
|99.9**   |  | Chief Executive Officers Certification Required by Rule 13a-14(a) or Rule 15d-14(a)                                                                     
|         | 
|99.10**  |  | Chief Financial Officers Certification Required by Rule 13a-14(a) or Rule 15d-14(a)                                                                     
|         | 
|99.11**  |  | Chief Executive Officers Certification 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
|         | 
|99.12**  |  | Chief Financial Officers Certification 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



|* | Previously filed
|- | ----------------

|** | Filed herewith
|-- | --------------