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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 40-F
 (Check One)
 o
    
    Registration statement pursuant to Section 12 of the Securities Exchange
Act of 1934
 Or
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934
 For fiscal year ended: December 31, 2008
 Commission file number: No. 001-14460
 AGRIUM INC.
  Canada
 2870
 98-0346248
 13131 Lake Fraser Drive S.E.
Calgary, Alberta
T2J 7E8 Canada
(403) 225-7000
 CT Corporation System
111 Eighth Avenue, 13 th Floor
New York, New York 10011
U.S.A.
(212) 894-8940
  Title of each class:
    
    Name of each exchange on which registered:Common Shares
    
    New York Stock Exchange
  Not Applicable
  Not Applicable
  þ þ
  156,782,323 Common Shares outstanding as of December 31, 2008
  Yes     o
    
    No     þ
  Yes     þ
    
    No     o




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TABLE OF CONTENTS  PRINCIPAL DOCUMENTSDISCLOSURE CONTROLS AND PROCEDURESCAUDIT COMMITTEE FINANCIAL EXPERTCODE OF ETHICSNOTICES PURSUANT TO REGULATION BTRPRINCIPAL 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 INDEXExhibit 99.1Exhibit 99.2Exhibit 99.3Exhibit 99.4Exhibit 99.5Exhibit 99.6Exhibit 99.7Exhibit 99.8Exhibit 99.9Exhibit 99.10    Table of Contents  
 PRINCIPAL DOCUMENTS
  (1)
    
    Annual Information Form for the Year Ended December 31, 2008 (included as
Exhibit 99.1 hereto);(2)
    
    Managements Discussion and Analysis from the 2008 Annual Report to
Shareholders (included as Exhibit 99.2 hereto);(3)
    
    Audited Annual Financial Statements for the Year Ended December 31, 2008
(included as Exhibit 99.3 hereto); and(4)
    
    Item 18 Reconciliation with United States Generally Accepted Accounting
Principles For the Years Ended December 31, 2008, 2007 and 2006.
 
 DISCLOSURE CONTROLS AND PROCEDURES
 A.
    
    Certifications
  B.
    
    Evaluation of Disclosure Controls and Procedures




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C.
    
    Managements Annual Report on Internal Control Over Financial Reporting
  D.
    
    Attestation Report of the Independent Registered Public Accounting Firm
  E.
    
    Changes in Internal Control Over Financial Reporting
   
 AUDIT COMMITTEE FINANCIAL EXPERT




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CODE OF ETHICS
 www.agrium.com
 www.agrium.com
  
 NOTICES PURSUANT TO REGULATION BTR
  
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Category
    
    Year Ended December 312007
    
    2008$
    
    $Audit Fees(1)
    
    
    2,768,800
    
    
    
    2,952,300Audit-Related Fees(2)
    
    
    161,800
    
    
    
    315,800Tax Fees(3)
    
    
    248,700
    
    
    
    325,040All Other Fees(4)
    
    Nil
    
    
    NilTotal
    
    
    3,179,300
    
    
    
    3,593,140
 
 (1)
    
    For professional services rendered by KPMG LLP for the audit and review of the Corporation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 subsidiary audit procedures in Egypt, Hungary, Chile and Spain
for fiscal year 2008; and compliance reports relating to contractual debt arrangements.(3)
    
    For professional services rendered by KPMG LLP for tax compliance, tax advice and tax
planning with respect to Canadian, U.S. and international jurisdictions; 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, compliance, and transaction services.(4)
    
    For services provided by KPMG LLP other than the services reported under Audit Fees,
Audit-Related Fees and Tax Fees above, consisting of miscellaneous corporate reporting,
compliance and transaction services.




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AUDIT COMMITTEES PRE-APPROVAL POLICIES AND PROCEDURES
  
 OFF-BALANCE SHEET ARRANGEMENTS
  
 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




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SIGNATURES
  AGRIUM INC.Date:  March 9, 2009
    By:
    /s/ Michael M. WilsonName:
    Michael M. WilsonTitle:
    President & Chief Executive Officer




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EXHIBIT INDEX
 Exhibits
    
    Description99.1
    
    
    Annual Information Form for the Year Ended December 31, 200899.2
    
    
    Managements Discussion and Analysis from the 2008 Annual Report to Shareholders99.3
    
    
    Audited Annual Financial Statements for the Year Ended December 31, 200899.4
    
    
    Item 18 Reconciliation with United States Generally Accepted Accounting Principles For
the Years Ended December 31, 2008, 2007 and 200699.5
    
    
    Consent Letter from KPMG LLP99.6
    
    
    Comments by Auditors for U.S. Readers on Canada  U.S. Reporting Differences99.7
    
    
    Chief Executive Officers Certification Required by Rule 13a-14(a) or Rule 15d-14(a)99.8
    
    
    Chief Financial Officers Certification Required by Rule 13a-14(a) or Rule 15d-14(a)99.9
    
    
    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 Code99.10
    
    
    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