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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarter ended March 31, 2005



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 incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|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 March 31, 2005, 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



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PART I. FINANCIAL
INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------



TERRA NITROGEN COMPANY, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)



|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|--------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | ------------- |  | - | ------- | -
|                                                                |  | March 31,2005 |         |   | December 31,2004 |   |         | March 31,2004 | 
|ASSETS                                                          |  |               |         |   |                  |   |         |               |  |   |         |  
|Current assets:                                                 |  |               |         |   |                  |   |         |               |  |   |         |  
|Cash and cash equivalents                                       |  | $             | 89,651  |   |                  | $ | 78,192  |               |  | $ | 48,480  |  
|Accounts receivable                                             |  |               | 25,715  |   |                  |   | 21,079  |               |  |   | 21,720  |  
|Inventory  finished products                                   |  |               | 11,709  |   |                  |   | 8,676   |               |  |   | 21,359  |  
|Inventory  materials and supplies                              |  |               | 8,417   |   |                  |   | 7,053   |               |  |   | 6,587   |  
|Prepaid insurance and other current assets                      |  |               | 12,391  |   |                  |   | 4,244   |               |  |   | 5,826   |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Total current assets                                            |  |               | 147,883 |   |                  |   | 119,244 |               |  |   | 103,972 |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Property, plant and equipment, net                              |  |               | 79,918  |   |                  |   | 80,425  |               |  |   | 82,706  |  
|Other assets                                                    |  |               | 13,550  |   |                  |   | 14,284  |               |  |   | 8,691   |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Total assets                                                    |  | $             | 241,351 |   |                  | $ | 213,953 |               |  | $ | 195,369 |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|LIABILITIES AND PARTNERS CAPITAL                               |  |               |         |   |                  |   |         |               |  |   |         |  
|Current liabilities:                                            |  |               |         |   |                  |   |         |               |  |   |         |  
|Accounts payable and accrued liabilities                        |  | $             | 7,481   |   |                  | $ | 18,816  |               |  | $ | 6,446   |  
|Customer prepayments                                            |  |               | 70,317  |   |                  |   | 52,871  |               |  |   | 38,241  |  
|Pension liabilities due to affiliate                            |  |               |        |   |                  |   |        |               |  |   | 4,116   |  
|Current portion of long-term debt and capital lease obligations |  |               | 59      |   |                  |   | 63      |               |  |   | 58      |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Total current liabilities                                       |  |               | 77,857  |   |                  |   | 71,750  |               |  |   | 48,861  |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Long-term debt due to affiliates                                |  |               | 8,200   |   |                  |   | 8,200   |               |  |   | 8,200   |  
|Capital lease obligations                                       |  |               | 0       |   |                  |   | 12      |               |  |   | 59      |  
|Other long-term liabilities                                     |  |               | 22      |   |                  |   | 7       |               |  |   | 1,600   |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Total liabilities                                               |  |               | 86,079  |   |                  |   | 79,969  |               |  |   | 58,720  |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Partners capital:                                              |  |               |         |   |                  |   |         |               |  |   |         |  
|Limited partners interests  common unitholders                |  |               | 155,686 |   |                  |   | 150,850 |               |  |   | 145,410 |  
|General partners interest (deficit)                            |  |               | (10,692 | ) |                  |   | (10,791 | )             |  |   | (10,901 | )
|Accumulated other comprehensive income (loss)                   |  |               | 10,278  |   |                  |   | (6,075  | )             |  |   | 2,140   |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Total partners capital                                         |  |               | 155,272 |   |                  |   | 133,984 |               |  |   | 136,649 |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  
|Total liabilities and partners capital                         |  | $             | 241,351 |   |                  | $ | 213,953 |               |  | $ | 195,369 |  
|                                                                |  |               |         |   |                  |   |         |               |  |   |         |  



See
Accompanying Notes to the Condensed Consolidated Financial Statements.



2



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TERRA NITROGEN COMPANY,
L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit amounts)

(unaudited)



|                                                   |  |                             |         |   |      |   |         |  
|-------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                   |  | Three Months EndedMarch 31, |        
|                                                   |  | 2005                        |         |   | 2004 |  
|Revenues                                           |  | $                           | 105,742 |   |      | $ | 108,213 |  
|Other income                                       |  |                             | 161     |   |      |   | 71      |  
|                                                   |  |                             |         |   |      |   |         |  
|Total revenues                                     |  |                             | 105,903 |   |      |   | 108,284 |  
|Cost of goods sold                                 |  |                             | 86,599  |   |      |   | 94,308  |  
|                                                   |  |                             |         |   |      |   |         |  
|Gross profit                                       |  |                             | 19,304  |   |      |   | 13,976  |  
|Operating expenses                                 |  |                             | 2,278   |   |      |   | 2,173   |  
|                                                   |  |                             |         |   |      |   |         |  
|Operating income                                   |  |                             | 17,026  |   |      |   | 11,803  |  
|Interest expense                                   |  |                             | 202     |   |      |   | 94      |  
|Interest income                                    |  |                             | (382    | ) |      |   | (293    | )
|                                                   |  |                             |         |   |      |   |         |  
|Net income                                         |  | $                           | 17,206  |   |      | $ | 12,002  |  
|                                                   |  |                             |         |   |      |   |         |  
|Net income allocable to limited partners interest |  | $                           | 16,862  |   |      | $ | 11,762  |  
|                                                   |  |                             |         |   |      |   |         |  
|Net income per limited partnership unit            |  | $                           | 0.91    |   |      | $ | 0.64    |  
|                                                   |  |                             |         |   |      |   |         |  



See
Accompanying Notes to the Condensed Consolidated Financial Statements.



3



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TERRA NITROGEN COMPANY,
L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                 |  |                             |         |   |      |   |        |  
|-------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                 |  | Three Months EndedMarch 31, |        
|                                                                                 |  | 2005                        |         |   | 2004 |  
|Operating activities:                                                            |  |                             |         |   |      |   |        |  
|                                                                                 |  |                            
|Net income from operations                                                       |  | $                           | 17,206  |   |      | $ | 12,002 |  
|Adjustments to reconcile net income to net cash flows from operating activities: |  |                             |         |   |      |   |        |  
|Depreciation                                                                     |  |                             | 4,045   |   |      |   | 3,172  |  
|Changes in operating assets and liabilities:                                     |  |                             |         |   |      |   |        |  
|Receivables                                                                      |  |                             | (4,636  | ) |      |   | 14,892 |  
|Inventories                                                                      |  |                             | (4,397  | ) |      |   | (8,582 | )
|Prepaid insurance and other current assets                                       |  |                             | 2,131   |   |      |   | (2,393 | )
|Accounts payable, accrued liabilities and customer prepayments                   |  |                             | 12,185  |   |      |   | (5,225 | )
|Other                                                                            |  |                             | (647    | ) |      |   | (152   | )
|                                                                                 |  |                             |         |   |      |   |        |  
|Net cash flows from operating activities                                         |  |                             | 25,887  |   |      |   | 13,714 |  
|                                                                                 |  |                            
|Investing activities:                                                            |  |                             |         |   |      |   |        |  
|Capital expenditures                                                             |  |                             | (1,748  | ) |      |   | (94    | )
|Plant turnaround expenditures                                                    |  |                             | (395    | ) |      |   |       |  
|                                                                                 |  |                             |         |   |      |   |        |  
|Net cash flows from investing activities                                         |  |                             | (2,143  | ) |      |   | (94    | )
|                                                                                 |  |                            
|Financing activities:                                                            |  |                             |         |   |      |   |        |  
|Repayment of long-term debt and capital lease obligations                        |  |                             | (14     | ) |      |   | (16    | )
|Partnership distributions paid                                                   |  |                             | (12,271 | ) |      |   | (4,720 | )
|                                                                                 |  |                             |         |   |      |   |        |  
|Net cash flows from financing activities                                         |  |                             | (12,285 | ) |      |   | (4,736 | )
|                                                                                 |  |                             |         |   |      |   |        |  
|Net increase in cash and cash equivalents                                        |  |                             | 11,459  |   |      |   | 8,884  |  
|Cash and cash equivalents at beginning of period                                 |  |                             | 78,192  |   |      |   | 39,596 |  
|                                                                                 |  |                             |         |   |      |   |        |  
|Cash and cash equivalents at end of period                                       |  | $                           | 89,651  |   |      | $ | 48,480 |  
|                                                                                 |  |                             |         |   |      |   |        |  



See
Accompanying Notes to the Condensed Consolidated Financial Statements.



4



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TERRA NITROGEN COMPANY,
L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL

(in thousands, except for units)

(unaudited)



|                                     |  |                           |         |   |                           |   |         |                                            |  |   |                       |   |  |   |         |  
|------------------------------------ |  | ------------------------- | ------- | - | ------------------------- | - | ------- | ------------------------------------------ |  | - | --------------------- | - |  | - | ------- | -
|                                     |  | LimitedPartnersInterests |         |   | GeneralPartnersInterests |   |         | AccumulatedOtherComprehensiveIncome (Loss) |  |   | TotalPartnersCapital |  
|Partners capital at January 1, 2005 |  | $                         | 150,850 |   |                           | $ | (10,791 | )                                          |  | $ | (6,075                | ) |  | $ | 133,984 |  
|Net income                           |  |                           | 16,862  |   |                           |   | 344     |                                            |  |   |                      |   |  |   | 17,206  |  
|Change in fair value of derivatives  |  |                           |        |   |                           |   |        |                                            |  |   | 16,353                |   |  |   | 16,353  |  
|                                     |  |                           |         |   |                           |   |         |                                            |  |   |                       |   |  |   |         |  
|Comprehensive income                 |  |                           |        |   |                           |   |        |                                            |  |   |                      |   |  |   | 33,559  |  
|Distributions                        |  |                           | (12,026 | ) |                           |   | (245    | )                                          |  |   |                      |   |  |   | (12,271 | )
|                                     |  |                           |         |   |                           |   |         |                                            |  |   |                       |   |  |   |         |  
|Partners capital at March 31, 2005  |  | $                         | 155,686 |   |                           | $ | (10,692 | )                                          |  | $ | 10,278                |   |  | $ | 155,272 |  
|                                     |  |                           |         |   |                           |   |         |                                            |  |   |                       |   |  |   |         |  



|                                                               |  |  |  |            |  |  |  | 
|-------------------------------------------------------------- |  |  |  | ---------- |  |  |  | 
|Limited partner units issued and outstanding at March 31, 2005 |  |  |  | 18,501,576 |  |  |  | 
|                                                               |  |  |  |            |  |  |  | 



|                                     |  |                           |         |   |                          |   |         |                                            |  |   |                       |   |  |   |         |  
|------------------------------------ |  | ------------------------- | ------- | - | ------------------------ | - | ------- | ------------------------------------------ |  | - | --------------------- | - |  | - | ------- | -
|                                     |  |                           |         |  
|                                     |  | LimitedPartnersInterests |         |   | GeneralPartnersInterest |   |         | AccumulatedOtherComprehensiveIncome (Loss) |  |   | TotalPartnersCapital |  
|Partners capital at January 1, 2004 |  | $                         | 138,274 |   |                          | $ | (11,047 | )                                          |  | $ | 5,050                 |   |  | $ | 132,277 |  
|Net income                           |  |                           | 11,762  |   |                          |   | 240     |                                            |  |   |                      |   |  |   | 12,002  |  
|Change in fair value of derivatives  |  |                           |        |   |                          |   |        |                                            |  |   | (2,910                | ) |  |   | (2,910  | )
|                                     |  |                           |         |   |                          |   |         |                                            |  |   |                       |   |  |   |         |  
|Comprehensive income                 |  |                           |        |   |                          |   |        |                                            |  |   |                      |   |  |   | 9,092   |  
|Distributions                        |  |                           | (4,626  | ) |                          |   | (94     | )                                          |  |   |                      |   |  |   | (4,720  | )
|                                     |  |                           |         |   |                          |   |         |                                            |  |   |                       |   |  |   |         |  
|Partners capital at March 31, 2004  |  | $                         | 145,410 |   |                          | $ | (10,901 | )                                          |  | $ | 2,140                 |   |  | $ | 136,649 |  
|                                     |  |                           |         |   |                          |   |         |                                            |  |   |                       |   |  |   |         |  



|                                                               |  |  |  |            |  |  |  | 
|-------------------------------------------------------------- |  |  |  | ---------- |  |  |  | 
|Limited partner units issued and outstanding at March 31, 2004 |  |  |  | 18,501,576 |  |  |  | 
|                                                               |  |  |  |            |  |  |  | 



See
Accompanying Notes to the Condensed Consolidated Financial Statements.



5



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TERRA NITROGEN COMPANY,
L.P.



Notes to Consolidated Financial Statements
(Unaudited)



|1. | Basis of Presentation
|-- | ---------------------



The condensed 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, 2004. TNCLP and its operating partnership subsidiary, Terra Nitrogen, Limited Partnership (the Operating
Partnership), are referred to herein, collectively, as the Partnership.



The accompanying unaudited condensed 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.



|2. | Agreement of Limited Partnership
|-- | --------------------------------



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
$12.3 million ($0.65 per common unit) on February 28, 2005 and a $4.7 million cash distribution ($0.25 per common unit) on February 25, 2004.



At March 31, 2005, 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 or 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 may be restricted under the terms of Terra Industries Inc.s (Terra) bank credit agreement as described
therein.



|3. | Derivative Financial Instruments
|-- | --------------------------------



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 based on a pooled resources concept with Terra. Terras 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



6



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in costs greater than expected selling prices for our finished products. Deviations from this policy are permitted by notification of Terras Board of
Directors. 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. Changes in the market value of these derivative instruments have a high correlation to changes in the spot price of natural gas. 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 2005, 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 March 31, 2005 to cover 29% of estimated natural gas requirements for the succeeding twelve months.



Unrealized gains from forward pricing positions totaled $9.7 million as of March 31, 2005. 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 contracts relating to future periods that have been deferred to the respective period.



7



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Introduction



The Partnership produces and markets nitrogen products for use in agricultural and industrial markets. Nitrogen is a commodity chemical and prices are established based
on global supply and demand conditions. The nitrogen products industry has cycles of oversupply, resulting in lower prices and idled capacity, followed by supply shortages, resulting in high selling prices and higher industry-wide production rates.
To be viable under these market conditions, a producer must be among the low-cost producers to markets it serves and have a financial position that can sustain it during periods of oversupply.



Natural gas is the most significant raw material in the production of nitrogen products.
North American natural gas costs have increased substantially since 1999. Since we compete with nitrogen products imported from regions with lower natural gas costs, the oversupply situation during most of the three years ending December 31, 2002
did not permit us to increase selling prices to levels necessary to cover the natural gas cost increases. This resulted in curtailments of North American nitrogen production. These curtailments contributed to reductions in global nitrogen product
supplies.



Imports, most of which are produced at facilities with access to
fixed-price natural gas supplies, account for a significant portion of U.S. nitrogen product supply. Imported products natural gas costs have been and could continue to be substantially lower than the delivered cost of natural gas to our
facilities. Offshore producers are most competitive in regions close to the point of entry for imports, including the Gulf Coast and East Coast.



Our sales volumes are primarily dependent upon the operating rates for our plants. We may purchase product from other manufacturers or importers for resale, however,
gross margins on those volumes are rarely significant. Profitability and cash flows from the operations are affected by the ability to manage costs and expenses (other than natural gas), most of which do not materially change for different levels of
production or sales. Other factors affecting operating results include the level of planted acres, transportation costs, weather conditions (particularly during the planting season), grain prices and other variables described in Items 1 and 2 in the
Business and Properties section of the Partnerships most recent Form 10-K filing with the Securities and Exchange Commission.



Dependence on Terra Industries



The Partnership is dependent on Terra Industries Inc. (Terra) in a number of respects. Terra provides all of the Partnerships management, selling and
administrative services and operates its facilities through its wholly-owned subsidiary TNC, the Partnerships general partner. Terra and its wholly-owned subsidiaries, including TNC, have more debt and debt service requirements than the
Partnership. Although Terra is affected by most of the factors that affect the Partnership, its higher level of debt could put a greater risk on Terra in the event of adverse business conditions. The Partnerships results of operations and
financial condition might be materially adversely affected by financial difficulties at Terra, default by it or its subsidiaries on their debt or their bankruptcy. For additional information



8



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concerning Terra, refer to Terras filings with the Securities and Exchange Commission on Form 10-K, Forms 10-Q and current reports on Form 8-K.



Three months ended March 31, 2005 compared with

three months ended March 31, 2004



Volumes and prices for the three-month periods ended March 31, 2005 and 2004 follow:



|        |  |                   |  |                    |     |                   |     |                    |   |    
|------- |  | ----------------- |  | ------------------ | --- | ----------------- | --- | ------------------ | - | ---
|        |  | 2005              |  | 2004              
|        |  | Volumes(000 tons) |  | Unit Price($/ton)* |     | Volumes(000 tons) |     | Unit Price($/ton)*
|Ammonia |  | 87                |  | $                  | 300 |                   | 81  |                    | $ | 272
|UAN     |  | 535               |  |                    | 132 |                   | 503 |                    |   | 111
|Urea    |  |                  |  |                    |    |                   | 122 |                    |   | 182



|* | After deduction of outbound freight costs
|- | -----------------------------------------



Revenues for the quarter ended March 31, 2005 declined $11.6 million, or 11%, compared with the same 2004 quarter primarily due to the Blytheville production
facilitys permanent closure in May 2004. The resulting decline in urea volumes was partially offset by higher ammonia and UAN prices as the result of higher demand and lower nitrogen supplies caused by industry-wide production curtailments
since mid-2003. Price increases also reflected higher imported product costs as the result of U.S. currency declines relative to other currencies and increased international freight rates.



Gross profits for the first quarter were $19.3 million and increased $5.3 million from 2004.
Higher 2005 unit prices contributed about $12.7 million to gross profits, but were offset by higher natural gas costs. First quarter natural gas costs increased 21%, from $5.17/MMBtu in 2004 to $6.27/MMBtu in 2005 (net of forward pricing gains or
losses.) As a result of forward price contracts, first quarter 2005 natural gas costs for the Partnership were $3.9 million higher than spot prices.



Operating expenses of $2.3 million in 2005 increased $0.1 million, or 5%, from 2004 as the result of higher spending for administrative activities. Net interest income in
2005 approximated prior year levels.



Capital resources and liquidity



Net cash from operating activities for the first three months of 2005 was
a source of $26.2 million composed of $21.2 million of cash from operating activities and $5.0 million working capital changes. The primary source of working capital funds consisted of a seasonal increase to customer prepayments from December 31,
2004 balances.



Capital expenditures of $1.7 million during the first three
months of 2005 were primarily to fund replacement and stay-in-business additions to plant and equipment. The Partnership expects 2005 capital expenditures to approximate $7.0 million to fund replacement and stay-in-business additions to plant and
equipment.



9



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The Partnerships principal funding needs are to support its working capital and capital expenditures. The
Partnership intends to fund its needs primarily from cash provided by operating activities and, to the extent required, from funds borrowed under the Partnerships $50 million revolving bank credit facility.



Under the credit facility, the Partnership may borrow an amount generally based on eligible
cash balances, 85% of eligible accounts receivable and 60% of eligible finished goods inventory, less outstanding letters of credit. The Partnerships borrowings under the credit facility are secured by substantially all of its working capital.
At March 31, 2005, borrowing availability exceeded $50 million and the Partnership had no outstanding borrowings or letters of credit under the facility. Management expects the facility to be adequate to meet the Partnerships operating cash
needs.



Under the credit facility, the Partnership is subject to covenants
which impose 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 addition, if
Partnerships aggregate borrowing availability falls below $10 million, it is required to have generated $25 million of operating cash flows or earnings before interest, income taxes, depreciation, amortization and other non-cash items (as
defined in the credit facility) for the preceding four quarters.



The
Partnerships ability to continue to meet the covenants under the credit facility in the future will depend on market conditions, operating cash flows, working capital needs, receipt of customer prepayments and trade credit terms. Failure to
meet these covenants, or to obtain a waiver from the lenders, would result in a default by the Partnership such that all amounts outstanding could become immediately due and payable and the Partnership would be unable to borrow additional amounts
under the credit facility. Because access to adequate bank facilities may be critical to funding the Partnerships operating cash needs and the General Partners purchase of financial derivatives to manage the Partnerships exposure
to natural gas commodity price risk, any default or termination of the joint revolving bank credit facility could have a material adverse effect on the Partnership.



Quarterly distributions to TNCLPs partners are based on Available Cash for the quarter as defined in the TNCLP Agreement of Limited
Partnership. Available Cash is defined generally as all cash receipts less all cash disbursements, adjusted for changes in certain reserves established as the General Partner determines in its reasonable discretion to be necessary. Distributions
paid to the partners in the first three months of 2005 and 2004 were $12.3 and $4.7 million, respectively.



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 to the extent that
distributions of Available Cash exceed specified levels.



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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------



The Partnerships operations are significantly affected by the price of natural gas. It employs derivative commodity instruments related to a portion of its natural
gas requirements (primarily futures, swaps and options) for the purpose of managing exposure to commodity price risk in the purchase of natural gas. Changes in the market value of these derivative instruments have a high correlation to changes in
the spot price of natural gas. For more information about how the Partnership manages specific risk exposures, refer to its most recent Annual Report on Form 10-K (which is on file with the Securities and Exchange Commission), Item 7A
Quantitative and Qualitative Disclosures about Market Risk and Note 13  Derivative Financial Instruments contained in Item 8.



The volume of natural gas hedged varies from time to time based on managements judgment of market conditions, particularly natural gas prices and prices for
nitrogen products. Contracts were in place at March 31, 2005 to cover 29% of its natural gas requirements for the succeeding twelve months (see Note 3). The General Partners ability to manage the Partnerships exposure to commodity price
risk in the purchase of natural gas through the use of financial derivatives may be affected by limitations imposed by its bank agreement covenants.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by 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 were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



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.



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PART II. OTHER INFORMATION



|ITEM 6. | EXHIBITS
|------- | --------



(a) Exhibits:



|              |  |                                                                                                       
|------------- |  | ------------------------------------------------------------------------------------------------------
|              | 
|Exhibits 31.1 |  | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|Exhibits 31.2 |  | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|Exhibit 32    |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                               



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 PartnerBy:

/s/ Francis G. MeyerFrancis G. Meyer Vice President (Principal Accounting Officer)




Date: May 16, 2005



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