<PAGE>

================================================================================

                                    FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarter ended September 30, 2002

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ___________ to ___________

     Commission file number 1-10877

                          TERRA NITROGEN COMPANY, L.P.
             (Exact name of registrant as specified in its charter)

               Delaware                                  73-1389684
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)


                   Terra Centre
      PO Box 6000, 600 Fourth Street
                 Sioux City, Iowa                        51102-6000
      (Address of principal executive office)            (Zip Code)

                         Registrant's telephone number:
                                 (712) 277-1340

     At the close of business on October 31, 2002, there were 18,501,576 Common
     Units outstanding.

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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.
 X  Yes   ___ No
---

================================================================================

<PAGE>

                          PART I. FINANCIAL INFORMATION

                          TERRA NITROGEN COMPANY, L.P.
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                             September 30,   December 31,   September 30,
                                                                 2002            2001            2001
                                                             -------------   ------------   ------------
<S>                                                          <C>             <C>            <C>
ASSETS
     Current assets:
         Cash and cash equivalents                             $  14,462      $       10     $       10
         Accounts receivable                                      27,090          32,311         25,170
         Inventory - finished products                             8,739          18,292         27,632
         Inventory - materials and supplies                        9,777          10,128          9,636
         Prepaid expenses and other current assets                 9,491           3,939          7,902
-------------------------------------------------------------------------------------------------------
     Total current assets                                         69,559          64,680         70,350
-------------------------------------------------------------------------------------------------------

     Net property, plant and equipment                           127,800         136,335        139,336
     Other assets                                                  7,696           9,402          6,846
-------------------------------------------------------------------------------------------------------
Total assets                                                   $ 205,055      $  210,417     $  216,532
=======================================================================================================

LIABILITIES AND PARTNERS' CAPITAL
     Current liabilities:
         Note payable to affiliates                            $     ---      $   14,293     $   20,709
         Accounts payable and accrued liabilities                 12,721          12,720         17,906
         Customer prepayments                                      3,946           2,388            ---
         Current portion of long-term debt and
            capital lease obligations                                 53             ---          1,000
-------------------------------------------------------------------------------------------------------
     Total current liabilities                                    16,720          29,401         39,615
-------------------------------------------------------------------------------------------------------

     Long-term debt                                                8,347           8,200          6,985
     Long-term payable to affiliates                               5,316           5,316          5,316
     Partners' capital                                           174,672         167,500        164,616
-------------------------------------------------------------------------------------------------------
Total liabilities and partners' capital                        $ 205,055      $  210,417     $  216,532
========================================================================================================
</TABLE>

See Accompanying Notes to the Consolidated Financial Statements.

                                                                               2

<PAGE>

                          TERRA NITROGEN COMPANY, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per unit amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                  Three Months Ended            Nine Months Ended
                                                     September 30,                September 30,
                                                2002           2001            2002           2001
                                             ----------     ----------      ----------     ----------
<S>                                          <C>            <C>             <C>            <C>
Revenues                                     $   76,001     $   55,488      $  237,639     $  222,587
Other income                                        163            264             818            547
-----------------------------------------------------------------------------------------------------
Total revenues                                   76,164         55,752         238,457        223,134
Cost of goods sold                               71,595         64,610         223,859        226,365
-----------------------------------------------------------------------------------------------------

Gross profit                                      4,569         (8,858)         14,598         (3,231)
Operating expenses                                2,598          2,135           7,242          6,876
-----------------------------------------------------------------------------------------------------

Operating income (loss)                           1,971        (10,993)          7,356        (10,107)

Interest expense                                     (8)          (405)           (135)          (817)
Interest income                                      48            ---              51            203
-----------------------------------------------------------------------------------------------------

Net income (loss)                            $    2,011     $  (11,398)     $    7,272     $  (10,721)
=====================================================================================================
Net income (loss) allocable to
   limited partners' interest                $    1,971     $  (11,170)     $    7,127     $  (10,507)
=====================================================================================================

Net income (loss) per limited
   partnership unit                          $     0.11     $    (0.60)     $     0.39     $    (0.57)
=====================================================================================================
</TABLE>

See Accompanying Notes to the Consolidated Financial Statements.

                                                                               3

<PAGE>

                          TERRA NITROGEN COMPANY, L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                             Nine Months Ended
                                                                                  September 30,
                                                                            2002             2001
                                                                        -----------      -----------
<S>                                                                     <C>              <C>
Operating activities:

Net income (loss) from operations                                       $     7,272      $   (10,721)
Adjustments to reconcile net income (loss) to net cash
 flows from operating activities:
   Depreciation and amortization                                              9,824            9,609
   Changes in operating assets and liabilities:
   Receivables                                                                5,221             (431)
   Inventories                                                                9,904          (17,887)
   Prepaid expenses and other current assets                                 (1,876)          (4,785)
   Accounts payable, accrued liabilities and
   customer prepayments                                                       1,559           (4,850)
   Other                                                                      1,706            4,413
----------------------------------------------------------------------------------------------------
Net cash flows from operating activities                                     33,610          (24,652)

Investing activities:

   Capital expenditures                                                      (1,289)          (1,348)
----------------------------------------------------------------------------------------------------
Net cash flows from investing activities                                     (1,289)          (1,348)

Financing activities:

   Net changes in short-term borrowings                                     (14,293)          20,709
   Issuance (repayment) of long-term debt
     and capital lease obligations                                              200           (1,265)
   Partnership distributions paid                                            (3,776)          (8,306)
   Other                                                                        ---           (3,069)
----------------------------------------------------------------------------------------------------
Net cash flows from financing activities                                    (17,869)           8,069
----------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                         14,452          (17,931)
Cash and cash equivalents at beginning of period                                 10           17,941
----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                              $    14,462      $        10
====================================================================================================
</TABLE>

See Accompanying Notes to the Consolidated Financial Statements.

                                                                               4

<PAGE>

                          TERRA NITROGEN COMPANY, L.P.
                  CONSOLIDATED STATEMENTS OF PARTNER'S CAPITAL

<TABLE>
<CAPTION>
                                                    Limited       General         Accumulated      Total
                                                    Partners'     Partners'       Other            Partners'
                                                    Interests     Interests       Comprehensive    Capital
(in thousands, except for Units)                                                  Income (Loss)
-----------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>             <C>              <C>
Partners' capital at January 1, 2002                $ 178,808     $   (10,221)    $  (1,087)       $167,500
Net Income                                              7,127             145           ---           7,272
Change in fair value of derivatives                       ---             ---         3,676           3,676
                                                                                                    -------
Comprehensive income                                      ---             ---           ---          10,948
Distributions                                          (3,738)            (38)                       (3,776)
-----------------------------------------------------------------------------------------------------------
Partners' capital at September 30, 2002             $ 182,197     $   (10,114)    $   2,589        $174,672
===========================================================================================================

Limited partner units issued and
   Outstanding at September 30, 2002                               18,501,576
                                                                  ===========

<CAPTION>
                                                    Limited       General         Accumulated      Total
                                                    Partners'     Partners'       Other            Partners'
                                                    Interests     Interest        Comprehensive    Capital
(in thousands, except for Units)                                                  Income (Loss)
-----------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>             <C>              <C>
Partners' capital at January 1, 2001                $ 196,571     $    (9,859)    $     ---        $186,712
Net loss                                              (10,507)           (214)          ---         (10,721)
Cumulative effect of change in
   accounting principle for
   derivative financial instruments                       ---             ---        14,200          14,200
Change in fair value of derivatives                       ---             ---       (17,269)        (17,269)
                                                                                                   --------
Comprehensive loss                                        ---             ---           ---         (13,790)
Distributions                                          (8,140)           (166)          ---          (8,306)
-----------------------------------------------------------------------------------------------------------

Partners' capital at September 30, 2001             $ 177,924     $   (10,239)    $  (3,069)       $164,616
===========================================================================================================

Limited partner units issued and
   Outstanding at September 30, 2001                               18,501,576
                                                                  ===========
</TABLE>

See Accompanying Notes to the Consolidated Financial Statements.

                                                                               5

<PAGE>

                          TERRA NITROGEN COMPANY, L.P.

             Notes to Consolidated Financial Statements (Unaudited)

1.   Basis of Presentation

     The consolidated financial statements contained herein should be read in
     conjunction with the consolidated financial statements and notes thereto
     contained in the Terra Nitrogen Company, L.P. ("TNCLP") Annual Report on
     Form 10-K for the year ended December 31, 2001. TNCLP and its operating
     partnership subsidiary, Terra Nitrogen, Limited Partnership (the "Operating
     Partnership"), are referred to herein, collectively, as the "Partnership".

     The accompanying unaudited consolidated financial statements reflect all
     adjustments, which are, in the opinion of management, necessary for the
     fair statement of the results for the periods presented. All of these
     adjustments are of a normal and recurring nature. Results for the quarter
     are not necessarily indicative of future financial results of the
     Partnership.

     Realized gains and losses from hedging activities and premiums paid for
     option contracts are deferred and recognized in the month in which the
     hedged transactions closed. Swaps, options and other derivative instruments
     that do not qualify for hedge accounting treatment are marked to market
     each accounting period. Costs associated with settlement of natural gas
     purchase contracts and costs for shipping and handling are included in cost
     of sales.

     Net income per limited partnership unit is computed by dividing net income,
     less a 2% share allocable to the General Partner for the nine months ended
     September 30, 2002 and 2001, respectively, by 18,501,576 limited partner
     units. According to the Agreement of Limited Partnership of TNCLP, net
     income is allocated to the General Partner and the Limited Partners in each
     taxable year in the same proportion as Available Cash for such taxable year
     was distributed to the General Partner and the Limited Partners. If there
     is no cash distribution, net income is allocated to the Limited Partners
     and the General Partner generally based on their respective ownership
     percentages. Distributions of Available Cash are made 98% to the Limited
     Partners and 2% to the General Partner, except that the General Partner is
     entitled, as an incentive, to larger percentage interests (up to 50%) to
     the extent that distributions of Available Cash exceed specified amounts.

2.   Distributions to Unitholders

     The Partnership makes quarterly cash distributions to Unitholders and the
     General Partner in an amount equal to 100% of its "Available Cash" (as
     defined in the Partnership Agreement). The Partnership paid a $3.8 million
     cash distribution ($0.20 per common unit) on August 26, 2002. On October
     24, 2002, the Partnership declared a $3.8 distribution ($0.20 per common
     unit) payable November 22, 2002 to record holders as of November 1, 2002.
     The Partnership paid cash distributions totaling $8.3 million ($0.44 per
     common unit) in the first nine months of 2001.

                                                                               6

<PAGE>

3.   Financing Arrangements

     The Partnership has an arrangement for demand deposits and notes with an
     affiliate to allow for excess Partnership cash to be deposited with or
     funds to be borrowed from Terra Capital, Inc., the parent of the General
     Partner. At September 30, 2002, $14.5 million was deposited with Terra
     Capital, Inc. The amount of the demand note was $20.7 million at September
     30, 2001 and bore interest at the rate earned by Terra Capital on its
     short-term investments.

4.   Natural gas costs

     Natural gas is the principal raw material used in the Partnership's
     production of nitrogen products. Natural gas prices are volatile and we
     manage this volatility through the use of derivative commodity instruments.
     The Partnership's normal policy is to hedge 20-80% of its natural gas
     requirements for the upcoming 12 months and up to 50% of the requirements
     for the following 24-month period, provided that such arrangements would
     not result in costs greater than expected selling prices for our finished
     products. The financial derivatives are traded in months forward and
     settlement dates are scheduled to coincide with gas purchases during those
     future periods. These contracts reference physical natural gas prices or
     approximate NYMEX futures contract prices. Contract prices are frequently
     based on prices at the most common and financially liquid location of
     reference for financial derivatives related to natural gas. However,
     natural gas supplies for our facilities are purchased for each plant at
     locations other than reference points, which often creates a location basis
     differential between the contract price and the physical price of natural
     gas. Accordingly, use of financial derivatives may not exactly offset the
     change in the price of physical gas.

     The Partnership has entered into forward pricing positions for a portion of
     its natural gas requirements for the remainder of 2002 and part of 2003,
     consistent with its policy. As a result of its policies, the Partnership
     has reduced the potential adverse financial impact of natural gas increases
     during the forward pricing period, but conversely, if natural gas prices
     were to fall, the Partnership will incur higher costs. Contracts were in
     place at September 30, 2002 to cover 10% of natural gas requirements for
     the succeeding twelve months.

     Unrealized gains from forward pricing positions totaled $1.6 million as of
     September 30, 2002. The amount ultimately recognized by the Partnership
     will be dependent on published prices in effect at the time of settlement.
     The Partnership also had $1.0 million of realized gains on closed North
     America contracts relating to future periods that have been deferred to the
     respective period.

     On September 30, 2002, the fair value of the derivatives resulted in a $1.5
     million increase to current assets and a $1.0 million reduction to current
     liabilities. The increase to current assets was to recognize the value of
     open natural gas contracts; the reduction to current liabilities was to
     reclassify deferred gains on closed contracts relating to future periods.

                                                                               7

<PAGE>

5.   Idled facilities

     On June 7, 2001, the Partnership reported it would suspend production of
     ammonia and urea at its Blytheville, Arkansas plant due to its inability to
     generate positive cash flow under existing price and cost conditions. The
     restart of production at that facility began on October 1, 2001.

6.   Recently Issued Accounting Standards

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting
     for Asset Retirement Obligations". This standard requires the Partnership
     to record the fair value of a liability for an asset retirement obligation
     in the period in which it is incurred and is effective for our fiscal year
     2003. The adoption of this standard is not expected to have a material
     effect on the Partnerships' financial position or results of operations.

     In June, 2002, the FASB issued SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities". This standard requires the
     Partnership to recognize a liability for a cost associated with an exit or
     disposal activity when the liability is incurred rather than recognition of
     the liability at the date of a commitment to an exit plan and is effective
     for exit or disposal activities that are initiated after December 31, 2002.

                                                                               8

<PAGE>

         Management's Discussion and Analysis of Financial Condition and
                              Results of Operations

                              RESULTS OF OPERATIONS

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim reporting purposes. The preparation of these financial
statements requires us to make estimates and judgments that affect the amount of
assets, liabilities, revenues and expenses at the date of our financial
statements. Actual results may differ from these estimates under different
assumptions or conditions.

Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially result in materially
different results under different assumptions and conditions. Our critical
accounting policies are described below.

Impairments of long-lived assets - We record impairment losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the undiscounted cash flows estimated to be generated by
those assets are less than the carrying amount of these items. Our cash flow
estimates are based on historical results adjusted to reflect our best estimate
of future market and operating conditions. The net carrying value of assets not
recoverable is reduced to fair value. Our estimates of fair value represent our
best estimate based on industry trends and reference to market rates and
transactions.

Revenue recognition - Revenue is recognized when title to finished product
passes to the customer. Revenue is recognized as the net amount to be received
after deducting estimated amounts for discounts and trade allowances. Revenue
includes amounts paid by customers for shipping and handling.

Inventory valuation - Inventories are stated at the lower of cost or estimated
net realizable value. The average cost of inventories is determined using the
first-in, first-out method. The nitrogen and methanol industries are
characterized by rapid change in both demand and pricing. Rapid declines in
demand could result in temporary or permanent curtailment of production, while
rapid declines in price could result in a lower of cost or market adjustment.

                                                                               9

<PAGE>

               Three months ended September 30, 2002 compared with
                      three months ended September 30, 2001

Volumes and prices for the three-month periods ended September 30, 2002 and 2001
follow:

<TABLE>
<CAPTION>
                                2002                            2001
                      Volumes         Unit price       volumes        unit price
                     (000 tons)        ($/ton)       (000 tons)         ($/ton)
                     ----------      -----------    -----------      ----------
<S>                  <C>            <C>             <C>              <C>
Ammonia                  83          $    138            36            $   175
UAN                     594                70           510                 75
Urea                    100               122            28                110
</TABLE>

Revenues for the quarter ended September 30, 2002 increased $20.5 million, or
37%, compared with the same quarter in 2001 as the result of higher volumes for
all Partnership products, partly offset by lower sales prices. Selling prices
declined from last year as the result of increased global nitrogen supplies.

Third quarter gross profits increased $13.4 million from 2001. Higher 2002 sales
volumes contributed about $750,000 to gross profits. The remainder of the gross
profit improvement represented lower product costs partly offset by reduced
selling prices. Third quarter 2002 product costs were lower due to lower natural
gas costs during the 2002 second and third quarters. Third quarter natural gas
costs declined from $3.55/MMBtu in 2001 to $2.96/MMBtu in 2002 (net of forward
pricing gains or losses.) In addition, a considerable amount of 2001 third
quarter product costs represented products manufactured during the 2001 second
quarter when gas costs average $5.25/MMBtu; in contrast, during 2002 there was
substantially less second quarter carryover inventory and most sales were
sourced from current production. As a result of forward price contracts, third
quarter 2002 natural gas costs for the Partnership were $2.3 million lower than
spot prices.

Operating expenses increased $463,000 in 2002 from 2001 due to higher
administrative and overhead expense allocations from the General Partner. Net
interest income was $445,000 higher in 2002 than the 2001 third quarter due to
lower borrowing levels.

                                                                              10

<PAGE>

               Nine months ended September 30, 2002 compared with
                      Nine months ended September 30, 2001

Volumes and prices for the nine-month periods ended September 30, 2002 and 2001
follow:

<TABLE>
<CAPTION>
                                  2002                            2001
                      Volumes         Unit Price       Volumes         Unit Price
                    (000 tons)         ($/ton)       (000 tons)          ($/ton)
                    ----------     -------------     -----------     -----------
<S>                 <C>          <C>                <C>             <C>
Ammonia                 287       $    147              145            $     256
UAN                   1,839             69            1,323                  104
Urea                    342            113              171                  152
</TABLE>

Revenues for the nine months ended September 30, 2002 increased $15.1 million,
or 7%, compared with the same period in 2001. Sales prices were lower as the
result of increased supplies of nitrogen fertilizer in contrast to 2001 when
high natural gas costs resulted in industry-wide production curtailments. A
substantial portion of the revenue shortfall from lower sales prices was offset
by higher 2002 volumes as compared to the first nine months of last year. Sales
volumes in 2001 were depressed due to lower production rates, reduced demand in
response to high prices and increased competition from imports.

Gross profits during the 2002 first nine months increased $17.8 million from
2001. The increase in gross profits was primarily related to lower natural gas
costs and higher sales volumes, offset in part by reduced sales prices. Natural
gas unit costs, net of forward pricing gains and losses decreased to $2.89/MMBtu
during the 2002 first nine months compared to $5.19/MMBtu during the same 2001
period. Lower natural gas costs also reduced the need to curtail production
rates until nitrogen prices rose to levels covering the higher gas costs as was
the case in 2001. Natural gas costs in the 2002 first nine months were $3.7
million lower than spot prices as the result of forward price contracts.

Operating expenses increased $366,000 in 2002 from 2001 due to higher
administrative and overhead expense allocations from the General Partner. Net
interest income was $530,000 higher than the 2001 nine months due to lower
borrowing levels and higher cash balances.

Capital resources and liquidity

Net cash generated from operating activities for the first nine months of 2002
was $33.6 million composed of $17.1 million of cash provided from operating
activities and $16.5 million of declines to working capital balances. The
decline in working capital consisted of a seasonal decrease in inventory
accounts receivable and an increase in customer prepayments.

Capital expenditures of $1.3 million during the first nine months of 2002 were
primarily to fund replacement and stay-in-business additions to plant and
equipment. The Partnership expects 2002 capital expenditures to approximate $3
million to fund replacement and stay-in-business additions to plant and
equipment.

                                                                              11

<PAGE>

The Partnership paid a $3.8 million cash distribution ($0.20 per common unit) on
August 26, 2002. On October 24, 2002, the Partnership declared a $3.8
distribution ($0.20 per common unit) payable November 22, 2002 to record holders
as of November 1, 2002. The Partnership paid cash distributions totaling $8.3
million ($0.44 per common unit) in the first nine months of 2001.

The Partnership, along with Terra Industries Inc. ("Terra"), Terra Capital, Inc.
and other affiliates, has an asset-based financing agreement that expires in
June 2005. The financing agreement provides for the Partnership to borrow
amounts generally up to 85% of eligible receivables plus 60% of eligible
inventory. At September 30, 2002, the Partnership had unused borrowing
availability of approximately $24 million. The financing agreement, which
expires June 2005, bears interest at floating rates and is secured by
substantially all of the Partnerships' working capital. The agreement also
requires the Partnership and its affiliates to adhere to certain limitations on
additional debt, capital expenditures, acquisitions, liens, asset sales,
investments, prepayments of subordinated indebtedness, changes in lines of
business and transactions with affiliates. In June, 2002 the credit facility was
amended to remove Terra's required minimum level of earnings before interest,
income taxes, depreciation, amortization and other non-cash items ("EBITDA") as
long as borrowing availability is $60 million or more. If Terra's borrowing
availability falls below $60 million after December 31, 2002, Terra will be
required to have achieved minimum EBITDA of $60 million during the most recent
four quarters. Prior to December 31, 2002, a reduced EBITDA requirement is in
effect, which is $50 million for the four quarters ending September 30, 2002. If
necessary, the Partnership believes that it could replace its existing credit
lines on terms and conditions not materially different than its current
arrangement through Terra.

The Partnership's principal needs for funds are for support of its working
capital and capital expenditures. The Partnership intends to fund its needs
primarily from net cash provided by operating activities, and, to the extent
required, from funds borrowed from others, including borrowings from Terra
Capital, Inc., the parent of the General Partner. The Partnership believes that
such sources of funds will be adequate to meet the Partnership's working capital
needs and fund the Partnership's capital expenditures for at least the next 12
months.

Limited Call Right

At December 31, 2001, the General Partner and its affiliates owned 75.1% of the
Partnership's outstanding units. When less than 25% of the issued and
outstanding units are held by non-affiliates of the General Partner, the
Partnership, at the General Partner's sole discretion, may call, or assign to
the General Partner or its affiliates, its right to acquire all such outstanding
units held by non-affiliated persons. If the General Partner elects to acquire
all outstanding units, the Partnership is required to give at least 30 but not
more than 60 days' notice of its decision to purchase the outstanding units. The
purchase price per unit will be the greater of 1) the average of the previous 20
trading days' closing prices as of the date five days before the purchase is
announced and 2) the highest price paid by the General Partner of any of its
affiliates for any unit within the 90 days preceding the date the purchase is
announced. Additional purchases of common units by the General Partner are
restricted under the terms of Terra's bank credit agreement as described
therein.

                                                                              12

<PAGE>

FORWARD LOOKING PRECAUTIONS

Information contained in this report, other than historical information, may be
considered forward looking. Forward looking information reflects Management's
current views of future events and financial performance that involve a number
of risks and uncertainties. The factors that could cause actual results to
differ materially include, but are not limited to the following: Changes in the
financial markets, general economic conditions within the agricultural industry,
competitive factors and price changes (principally, sales prices of nitrogen
products and natural gas costs), changes in product mix, changes in the
seasonality of demand patterns, changes in weather conditions, changes in
agricultural regulations, and other risks detailed in the Partnership's
Securities and Exchange Commission filings, in particular the "Factors that
Affect Operating Results" section of its most recent Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have concluded, based on
their evaluation within 90 days of the filing date of this report, that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms. There have been no significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent to
the date of the previously mentioned evaluation.

                                                                              13

<PAGE>

                           Part II. Other Information

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits:

                Exhibit 99.1    Certification pursuant to 18 U.S.C. Section 1350
                                as adopted pursuant to Section 906 of the
                                Sarbanes-Oxley Act of 2002


        (b)  Reports on Form 8-K:

                None

                                    SIGNATURE

        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.

                                                 TERRA NITROGEN COMPANY, L.P.

                                            By:  TERRA NITROGEN CORPORATION
                                                 as General Partner


                                            By:  /s/ Francis G. Meyer
                                                 ------------------------------
                                                 Francis G. Meyer
                                                 Vice President
                                                 (Principal Accounting Officer)


Date: November 1, 2002

                                                                              14

<PAGE>

                                 CERTIFICATIONS

     I, Michael L. Bennett, President and Chief Executive Officer, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Terra Nitrogen
Company, L.P.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

                                                                              15

<PAGE>

     6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

     Date:  November 1, 2002



                                           /s/  MICHAEL L. BENNETT
                                           -------------------------------------

                                           Michael L. Bennett

                                           President and Chief Executive Officer



     I, Francis G. Meyer, Senior Vice President and Chief Financial Officer,
certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Terra Nitrogen
Company, L.P.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

                                                                              16

<PAGE>

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

     Date:  November 1, 2002



                              /s/  FRANCIS G. MEYER
                              -------------------------------------------------

                              Francis G. Meyer

                              Senior Vice President and Chief Financial Officer

                                                                              17