##### Table of Contents
















Form 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934









Potash Corporation of Saskatchewan Inc.


(Exact name of the registrant as specified in its charter)


|                                                                         |  |                                            
|------------------------------------------------------------------------ |  | -------------------------------------------
|Canada(State or other jurisdiction of
    incorporation or organization) |  | N/A(I.R.S. employer
    identification no.)

Suite 500,
122  1st Avenue
South


Saskatoon, Saskatchewan, Canada S7K 7G3


306-933-8500


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


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


|                            |  |                                     
|--------------------------- |  | ------------------------------------
|Title of each class         |  | Name of exchange on which registered
|                            |  |                                     
|Common Shares, No Par Value |  | New York Stock Exchange             



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


Securities Act


þ o


Act


o þ


Securities Exchange Act of 1934


þ o


10-K 10-K. þ


12b-2 Exchange Act


þ o o


12b-2 Act


o þ




DOCUMENTS INCORPORATED BY REFERENCE














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##### 










POTASH CORPORATION OF SASKATCHEWAN INC.








Table of Contents


|                                                                        |          |  |                                                                                                    |  |  |    | 
|----------------------------------------------------------------------- | -------- |  | -------------------------------------------------------------------------------------------------- |  |  | -- | 
|FORWARD-LOOKING STATEMENTS                                              |          |  | 1                                                                                                  | 
|                                                                       
|PART I                                                                  |          |  | 2                                                                                                  | 
|                                                                        | Item 1.  |  | Business                                                                                           |  |  | 2  | 
|                                                                        | Item 1A. |  | Risk Factors                                                                                       |  |  | 23 | 
|                                                                        | Item 1B. |  | Unresolved Staff Comments                                                                          |  |  | 26 | 
|                                                                        | Item 2.  |  | Properties                                                                                         |  |  | 26 | 
|                                                                        | Item 3.  |  | Legal Proceedings                                                                                  |  |  | 26 | 
|                                                                        | Item 4.  |  | Submission of Matters to a Vote of Security
    Holders                                            |  |  | 26 | 
|                                                                       
|PART II                                                                 |          |  | 27                                                                                                 | 
|                                                                        | Item 5.  |  | Market for Registrants Common Equity
    and Related Stockholder Matters                          |  |  | 27 | 
|                                                                        | Item 6.  |  | Selected Financial Data                                                                            |  |  | 27 | 
|                                                                        | Item 7.  |  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations          |  |  | 28 | 
|                                                                        | Item 7A. |  | Quantitative and Qualitative Disclosures
    About Market Risk                                     |  |  | 28 | 
|                                                                        | Item 8.  |  | Financial Statements and Supplementary
    Data                                                    |  |  | 28 | 
|                                                                        | Item 9.  |  | Changes In and Disagreements With
    Accountants on Accounting and Financial Disclosure           |  |  | 28 | 
|                                                                        | Item 9A. |  | Controls and Procedures                                                                            |  |  | 28 | 
|                                                                        | Item 9B. |  | Other Information                                                                                  |  |  | 28 | 
|                                                                       
|PART III                                                                |          |  | 29                                                                                                 | 
|                                                                        | Item 10. |  | Directors and Executive Officers of the
    Registrant                                             |  |  | 29 | 
|                                                                        | Item 11. |  | Executive Compensation                                                                             |  |  | 29 | 
|                                                                        | Item 12. |  | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters |  |  | 29 | 
|                                                                        | Item 13. |  | Certain Relationships and Related
    Transactions                                                 |  |  | 29 | 
|                                                                        | Item 14. |  | Principal Accountant Fees and Services                                                             |  |  | 29 | 
|                                                                       
|PART IV                                                                 |          |  | 30                                                                                                 | 
|                                                                        | Item 15. |  | Exhibits and Financial Statement
    Schedules                                                     |  |  | 30 | 
|                                                                       
|SIGNATURES                                                              |          |  | 35                                                                                                 | 
|Medium Term Incentive Plan Effective January 2006                      
|Statement re Computation of Per Share Earnings                         
|Computation of Ratio of Earnings to Fixed Charges                      
|2005 Annual Report                                                     
|Subsidiaries of the registrant                                         
|Consent of Deloitte & Touche LLP                                       
|Certification pursuant to Section 302 of the Sarbanes-Oxley act of 2002
|Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|2006 Notice of Meeting, Proxy Circular and Form of Proxy               









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##### Table of Contents









Forward-Looking Statements


U.S. Private Securities Litigation
Reform Act of 1995






|  |                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | variances from our assumptions with respect to foreign exchange
    rates, expected growth, results of operations, performance and
    business prospects and opportunities;                                                                      
| | fluctuations in supply and demand for fertilizer, including
    fluctuations as a result of economic or political conditions in
    our markets, which, among other things, can cause volatility in
    the prices of our fertilizer products;    
| | changes in competitive pressures, including pricing pressure;                                                                                                                                                                                     
| | unexpected or adverse weather conditions, which can impact
    demand for fertilizer and timing of fertilizer sales during the
    year;                                                                                                          
| | volatility in the price of natural gas, which is the primary raw
    material used for our nitrogen products, and risks associated
    with our continued ability to manage natural gas costs in the
    United States through hedging activities;
| | fluctuations in the prices and availability of other raw
    materials, including sulfur, which is a primary input in our
    phosphate operations;                                                                                               
| | fluctuations in the cost and availability of transportation and
    distribution for our raw materials and products, including ocean
    freight;                                                                                                 
| | unexpected geological conditions;                                                                                                                                                                                                                 
| | imprecision in reserve estimates;                                                                                                                                                                                                                 
| | changes in capital markets and in currency and exchange rates;                                                                                                                                                                                    
| | the outcome of legal proceedings;                                                                                                                                                                                                                 
| | changes in government regulations, including environmental
    regulations, which could increase our costs of compliance and
    otherwise affect our business; and                                                                               
| | acquisitions we may undertake in the future.                                                                                                                                                                                                      















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##### Table of Contents









Part I





Item 1.      Business.


General














st 933-8500.


History


Canada Business
Corporations Act






|  |                                                                                                                                                                
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the New Brunswick potash mine and port facilities and our
    Patience Lake mine in Saskatchewan in 1993;                                                      
| | PCS Phosphate Company, Inc. (formerly Texasgulf Inc.) and White
    Springs Agricultural Chemicals, Inc., phosphate fertilizer and
    feed producers, in 1995;
| | Arcadian Corporation, a producer of nitrogen fertilizer,
    industrial and feed products, in 1997;                                                            
| | PCS Cassidy Lake, a potash mill facility located at Clover Hill,
    New Brunswick, in 1998;                                                                   









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##### Table of Contents



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | approximately 9% of the outstanding shares of Israel Chemicals
    Ltd. (ICL) pursuant to a public offering by the
    State of Israel in 1998. In June 2005, we acquired twenty-one
    million additional shares in ICL, increasing our ownership
    interest to 10%;                                                                                                                                                               
| | PCS Purified Phosphates (formerly a joint venture we had with
    Albright & Wilson Americas Inc.), a phosphoric acid joint
    venture, in 2000;                                                                                                                                                                                                                                                                                        
| | 20% of the total outstanding equity of Sociedad Química y
    Minera de Chile S.A. (SQM), a Chilean specialty
    fertilizer, iodine and lithium company, in transactions in
    October 2001 and April and May of 2002. In 2004, we sold a
    portion of this investment and subsequently acquired ICLs
    entire indirect interest in SQM, resulting in a current indirect
    holding of 24.99% of the outstanding equity of SQM;
| | 26% of the shares of Arab Potash Company (APC) from
    Jordan Investment Corporation, an arm of the Jordanian
    government, in October of 2003. In June 2005, we acquired one
    million additional shares in APC, increasing our ownership
    interest to approximately 28%; and                                                                                                                                                 
| | 9.99% of the shares of Sinochem Hong Kong Holdings Limited
    (Sinofert), a vertically-integrated fertilizer
    company and a subsidiary of Sinochem Corporation, in July 2005.
    In February 2006, we exercised an option to acquire an
    additional 10.01% of the shares of Sinofert, increasing our
    ownership interest to 20%.                                                                                            

Potash Operations




Properties


















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##### Table of Contents










Production




2 2














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##### Table of Contents





| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |            |  |  |          |         |  |            |        |  |            |  |       |         |  |  |            |  |  |  |        |  |  |  |       |  |  |  |       |  |  | 
| |  | -------------------- |  |  | --------------- |  | -------- | --------------- | ------ | ------- | --------------- | -------- | ----- | ---------- |  |  | -------- | ------- |  | ---------- | ------ |  | ---------- |  | ----- | ------- |  |  | ---------- |  |  |  | ------ |  |  |  | ----- |  |  |  | ----- |  |  | 
|
| |  | Annual               |  |  |                 |  |          |                 |        |         |                
| |  | Capacity             |  |  | 2005 Production |  |          | 2004 Production |        |         | 2003 Production |          |       |           
| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |           
| |  | Finished             |  |  |                 |  | Finished |                 |        |         |                 | Finished |       |            |  |  | Finished |         |  |           
| |  | Product              |  |  | Ore             |  |          |                 |        | Product |                 |          | Ore   |            |  |  |          | Product |  |            | Ore    |  |            |  |       | Product |  |  |           
| |  | (Millions            |  |  | (Millions       |  |          | Grade           |        |         | (Millions       |          |       | (Millions  |  |  | Grade    |         |  | (Millions  |        |  | (Millions  |  |       | Grade   |  |  | (Millions  |  |  | 
| |  | of tonnes)           |  |  | of tonnes)      |  |          | % K2O           |        |         | of tonnes)      |          |       | of tonnes) |  |  | % K2O    |         |  | of tonnes) |        |  | of tonnes) |  |       | % K2O   |  |  | of tonnes) |  |  | 
| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |            |  |  |          |         |  |            |        |  |            |  |       |         |  |  |            |  |  |  |        | 
| |  | Lanigan              |  |  | 3.828           |  |          |                 | 7.439  |         |                 |          | 20.33 |            |  |  | 2.023    |         |  |            | 7.372  |  |            |  | 20.11 |         |  |  | 2.025      |  |  |  | 5.359  |  |  |  | 20.63 |  |  |  | 1.488 |  |  | 
| |  | Rocanville(1)        |  |  | 3.044           |  |          |                 | 7.519  |         |                 |          | 24.70 |            |  |  | 2.573    |         |  |            | 5.334  |  |            |  | 24.25 |         |  |  | 1.833      |  |  |  | 5.999  |  |  |  | 23.50 |  |  |  | 1.989 |  |  | 
| |  | Allan                |  |  | 1.885           |  |          |                 | 4.323  |         |                 |          | 24.19 |            |  |  | 1.431    |         |  |            | 3.862  |  |            |  | 25.22 |         |  |  | 1.344      |  |  |  | 2.790  |  |  |  | 24.78 |  |  |  | 0.934 |  |  | 
| |  | Cory                 |  |  | 1.361           |  |          |                 | 2.753  |         |                 |          | 24.90 |            |  |  | 0.826    |         |  |            | 2.531  |  |            |  | 24.95 |         |  |  | 0.738      |  |  |  | 2.459  |  |  |  | 25.03 |  |  |  | 0.730 |  |  | 
| |  | Patience
    Lake(2) |  |  | 1.033           |  |          |                 |       |         |                 |          |      |            |  |  | 0.251    |         |  |            |       |  |            |  |      |         |  |  | 0.239      |  |  |  |       |  |  |  |      |  |  |  | 0.251 |  |  | 
| |  | Esterhazy(3)         |  |  | 0.953           |  |          |                 |       |         |                 |          |      |            |  |  | 0.953    |         |  |            |       |  |            |  |      |         |  |  | 0.953      |  |  |  |       |  |  |  |      |  |  |  | 0.953 |  |  | 
| |  | New Brunswick        |  |  | 0.785           |  |          |                 | 2.284  |         |                 |          | 23.37 |            |  |  | 0.759    |         |  |            | 2.371  |  |            |  | 23.24 |         |  |  | 0.782      |  |  |  | 2.311  |  |  |  | 23.21 |  |  |  | 0.749 |  |  | 
| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |            |  |  |          |         |  |            |        |  |            |  |       |         |  |  |            |  |  |  |        | 
| |  | Totals               |  |  | 12.889          |  |          |                 | 24.318 |         |                 |          |       |            |  |  | 8.816    |         |  |            | 21.470 |  |            |  |       |         |  |  | 7.914      |  |  |  | 18.918 |  |  |  |       |  |  |  | 7.094 |  |  | 
| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |            |  |  |          |         |  |            |        |  |            |  |       |         |  |  |            |  |  |  |        | 
|



| |     |                                                                                                                                                                                           | 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | Includes an aggregate 749,000 tonne expansion at Rocanville
    which came on stream in 2005. 400,000 tonnes of this expansion
    were included in the annual capacity figures for 2004. | 
| | (2) | Solution mine.                                                                                                                                                                            | 
| | (3) | Product tonnes received at Esterhazy are based on a
    mining/processing agreement with Mosaic.                                                                                          | 



Reserves






| |  |                           |  |  |         |  |  |                    |       |  |  |  |    |  |  | 
| |  | ------------------------- |  |  | ------- |  |  | ------------------ | ----- |  |  |  | -- |  |  | 
|
| |  | Mineral Reserves          |  |  | Average |  |  |                   
| |  | (Millions of tonnes       |  |  | Grade   |  |  | Years of Remaining |       |  | 
| |  | recoverable ore)(1)(2)(3) |  |  | (K2O)   |  |  | Mine Life(4)       |       |  | 
| |  |                           |  |  |         |  |  |                    |       |  |  |  |   
| |  | Allan                     |  |  | 288     |  |  |                    | 25.9% |  |  |  | 79 |  |  | 
| |  | Cory                      |  |  | 206     |  |  |                    | 25.1% |  |  |  | 80 |  |  | 
| |  | Lanigan                   |  |  | 423     |  |  |                    | 22.0% |  |  |  | 63 |  |  | 
| |  | Rocanville                |  |  | 372     |  |  |                    | 22.5% |  |  |  | 59 |  |  | 
| |  | Patience
    Lake(5)      |  |  |        |  |  |                    |      |  |  |  |   |  |  | 
| |  | Esterhazy(6)              |  |  | 24      |  |  |                    | 24.5% |  |  |  | 9  |  |  | 
| |  | New Brunswick             |  |  | 73      |  |  |                    | 25.6% |  |  |  | 31 |  |  | 
|



| |     |                                                                                                                                                                                                                                                                                                                   | 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | Mineral reserves include proven and probable reserves. There has
    been no third party review of reserve estimates within the last
    three years. Current estimates reflect refinements and
    adjustments to the analysis conducted during 2005 using
    methodology described in the body of this report. | 
| | (2) | The extraction ratio of recoverable ore to in-place material for
    each mine is as follows: Allan 0.32, Cory 0.26, Lanigan 0.30,
    Rocanville 0.33 and New Brunswick 0.46.                                                                                                                                    | 
| | (3) | The concentration of recoverable ore tonnes to finished product
    (KC1) for each of the divisions is as follows (three-year
    running average): Allan 2.96, Cory 3.38, Lanigan 3.64,
    Rocanville 2.95 and New Brunswick 3.04.                                                                              | 









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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (4) | Estimates are based upon proven and probable reserves and annual
    mining rates (million tonnes of ore hoisted per year) equal to
    the three-year running average for each of the divisions as
    follows: Allan 3.66, Cory 2.58, Lanigan 6.72, Rocanville 6.28
    and New Brunswick 2.32. Mining rates are constrained by the
    equipment and manpower we utilize at each mine so that our
    production capacity at each mine depends, in part, on the ore
    concentration ratio encountered at each mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| | (5) | Given the characteristics of the solution mining method employed
    at the Patience Lake mine, it is not possible to estimate
    reliably the productive capacity of or the recoverable ore
    reserve from this operation. In solution mining, the potash is
    dissolved in warm brine and pumped to the surface for
    processing. Chemical compositions and volumes of brine pumped
    into and out of the underground mineralized zone are known, but
    the precise nature of the solution mining process is not.
    Estimates are made utilizing the surfaces available for
    dissolution in the abandoned mine workings, the concentration of
    the circulated brine recovered from the mine, annual
    crystallization rates in the ponds and the annual volume of KC1
    recovered from the ponds. However, this inability to properly
    describe details of the mining process precludes reporting of an
    ore reserve for Patience Lake. The extent of the Patience Lake
    potash resource is given in the next table. The Patience Lake
    operation accounted for only 2.8% of the Companys potash
    production in 2005. | 
| | (6) | At Esterhazy, mine operator Mosaic mines potash for which the
    Company holds mineral rights. Production is carried out under a
    mining and processing agreement with Mosaic. The Esterhazy
    mineral reserve tonnage presented here is the current estimate
    of mineable tonnes remaining in the Companys lands after
    reconciliation of historic tonnes mined and product received
    from Mosaic. Lands agreed to be not mineable by both Mosaic and
    the Company have been removed. Since the tonnage to be received
    by the Company is based on an agreement with Mosaic, the entire
    tonnage available is placed in the Mineral Reserves
    (Millions of tonnes recoverable ore) category. The
    Years of Remaining Mine Life reported for Esterhazy
    assumes that the maximum amount of product possible under the
    agreement, exclusive of any participation in the proposed
    expansion of the Esterhazy mine discussed above, will be
    received by the Company.                                                                                                                                            | 

Resource








|  |                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | areas with detailed exploration coverage (drilling, seismic,
    close to underground workings) are reported in the measured
    mineral resource category;              
| | areas with sparse exploration coverage (usually seismic coverage
    only) and far from underground workings are reported in the
    indicated mineral resource category;
| | areas with limited exploration coverage, but still within the
    mining lease, are reported in the inferred mineral resource
    category.                              





|  |                                                                                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | areas with many drillhole intersections within a seismically
    defined area and with consistent stratigraphy, mineralogy and
    potash quality are reported in the measured mineral resource
    category;                                                                  
| | areas with fewer drill intersections within a seismically
    defined area, or with structurally modified (folded) and less
    consistent mineralogy, but still exhibiting good quality potash
    intersections, are reported in the indicated mineral resource
    category;
| | areas with sparse drilling, complex geology, partial seismic
    coverage and/or inconsistent potash quality in drill
    intersections are reported in the inferred mineral resource
    category.                                                                            









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##### Table of Contents





| |  |                      |  |  |                     |  |  |                     |       |  |  |  |       |  |  | 
| |  | -------------------- |  |  | ------------------- |  |  | ------------------- | ----- |  |  |  | ----- |  |  | 
|
| |  | Mineral Resource     |  |  |                    
| |  |                      |  |  |                    
| |  | Measured Resource    |  |  | Indicated Resource  |  |  | Inferred Resource   |       |  | 
| |  | (Millions of tonnes  |  |  | (Millions of tonnes |  |  | (Millions of tonnes |       |  | 
| |  | in-place)            |  |  | in-place)           |  |  | in-place)           |       |  | 
| |  |                      |  |  |                     |  |  |                     |       |  |  |  |      
| |  | Allan                |  |  | 1,015               |  |  |                     |      |  |  |  | 3,464 |  |  | 
| |  | Cory                 |  |  | 877                 |  |  |                     |      |  |  |  | 3,049 |  |  | 
| |  | Lanigan              |  |  | 1,096               |  |  |                     | 2,366 |  |  |  | 1,643 |  |  | 
| |  | Rocanville           |  |  |                    |  |  |                     |      |  |  |  | 1,132 |  |  | 
| |  | Patience
    Lake(1) |  |  |                    |  |  |                     |      |  |  |  |      |  |  | 
| |  | Esterhazy(2)         |  |  |                    |  |  |                     |      |  |  |  |      |  |  | 
| |  | New
    Brunswick(3) |  |  | 296                 |  |  |                     | 93    |  |  |  |      |  |  | 
|



| |     |                                                                                                                                                                                                                                                                                                                                 | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | Given the characteristics of the solution mining method employed
    at the Patience Lake mine as described in footnote 5 in the
    Mineral Reserve table, it is not possible to
    estimate reliably the resource tonnage from this operation. The
    Patience Lake mining lease covers
    299.7 km2.                    | 
| | (2) | Since mining at Esterhazy is carried out under an agreement with
    mine operator Mosaic, all potash tonnes anticipated from this
    operation are reported in the Mineral Reserve table.
    The Company holds no mineral resource tonnage over and above the
    reported reserve at Esterhazy.                           | 
| | (3) | In New Brunswick, the layer of mineralized material varies in
    thickness and geology is complex. The Company has identified an
    area of
    25.1 km2
    where this layer of mineralized material is likely to occur.
    Further exploration drilling is required to define a mineral
    resource tonnage in this area. | 

Phosphate Operations




Properties


2 5












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##### Table of Contents












|  |                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------
| | animal feed plants in Marseilles, Illinois; Weeping Water,
    Nebraska; Joplin, Missouri; and Sao Vincente, Brazil;
| | a technical and food grade phosphate plant in Cincinnati, Ohio;
    and                                             
| | terminal facilities at Morehead City, North Carolina and
    Savannah, Georgia.                                     

| |  |                         |  |                                                                                                                |  | 
| |  | ----------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | 
|
| |  | Plant Locations         |  | Phosphate Products Produced                                                                                    |  | 
| |  |                         |  |                                                                                                                |  | 
| |  | Aurora, North Carolina  |  | DAP, GTSP, MAP, SPA, animal feed, liquid fertilizer, purified
    acid, merchant grade phosphoric acid (MGA) |  | 
| |  | White Springs, Florida  |  | SPA, DAP, MAP, MGA, animal feed                                                                                |  | 
| |  | Cincinnati, Ohio        |  | Blended purified acid products                                                                                 |  | 
| |  | Geismar, Louisiana      |  | MGA, SPA, liquid fertilizer                                                                                    |  | 
| |  | Marseilles, Illinois    |  | Animal feed                                                                                                    |  | 
| |  | Weeping Water, Nebraska |  | Animal feed                                                                                                    |  | 
| |  | Joplin, Missouri        |  | Animal feed                                                                                                    |  | 
| |  | Sao Vincente, Brazil    |  | Animal feed                                                                                                    |  | 
|

Production














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##### Table of Contents











Phosphate Rock




| |  |                   |  |  |            |  |  |        |       |  |            |  |       |        |  |  |            |  |  |        |       |  |  |  |       |  |  |  |       |  |  | 
| |  | ----------------- |  |  | ---------- |  |  | ------ | ----- |  | ---------- |  | ----- | ------ |  |  | ---------- |  |  | ------ | ----- |  |  |  | ----- |  |  |  | ----- |  |  | 
|
| |  | 2005              |  |  | 2004       |  |  | 2003   |       |  |           
| |  | Annual            |  |  |            |  |  |        |       |  |            |  |       |       
| |  | Capacity          |  |  | Production |  |  | % P2O5 |       |  | Production |  |       | % P2O5 |  |  | Production |  |  | % P2O5 |       |  | 
| |  |                   |  |  |            |  |  |        |       |  |            |  |       |        |  |  |            |  |  |        |       |  |  |  |      
| |  | Aurora, NC        |  |  | 6.0        |  |  |        | 4.417 |  |            |  | 27.69 |        |  |  | 3.964      |  |  |        | 27.49 |  |  |  | 3.078 |  |  |  | 27.41 |  |  | 
| |  | White Springs, FL |  |  | 3.6        |  |  |        | 3.186 |  |            |  | 30.28 |        |  |  | 2.745      |  |  |        | 30.96 |  |  |  | 2.686 |  |  |  | 30.76 |  |  | 
| |  | Geismar, LA       |  |  |           |  |  |        |      |  |            |  |      |        |  |  |           |  |  |        |      |  |  |  |      |  |  |  |      |  |  | 
| |  |                   |  |  |            |  |  |        |       |  |            |  |       |        |  |  |            |  |  |        |       |  |  |  |      
| |  | Total             |  |  | 9.6        |  |  |        | 7.603 |  |            |  |       |        |  |  | 6.709      |  |  |        |       |  |  |  | 5.764 |  |  |  |       |  |  | 
| |  |                   |  |  |            |  |  |        |       |  |            |  |       |        |  |  |            |  |  |        |       |  |  |  |      
|

Phosphoric Acid


2 5


| |  |                   |  |  |            |     |  |            |       |  |            |  |       |  |  |  |       |  |  | 
| |  | ----------------- |  |  | ---------- | --- |  | ---------- | ----- |  | ---------- |  | ----- |  |  |  | ----- |  |  | 
|
| |  | Annual            |  |  | 2005       |     |  | 2004       |       |  | 2003       |  |       | 
| |  | Capacity          |  |  | Production |     |  | Production |       |  | Production |  |       | 
| |  |                   |  |  |            |     |  |            |       |  |            |  |       |  |  | 
| |  | Aurora, NC        |  |  | 1.202      |     |  |            | 1.048 |  |            |  | 1.018 |  |  |  | 0.919 |  |  | 
| |  | White Springs, FL |  |  | 0.966      | (1) |  |            | 0.865 |  |            |  | 0.773 |  |  |  | 0.777 |  |  | 
| |  | Geismar, LA       |  |  | 0.202      |     |  |            | 0.184 |  |            |  | 0.171 |  |  |  | 0.165 |  |  | 
| |  |                   |  |  |            |     |  |            |       |  |            |  |       |  |  | 
| |  | Total             |  |  | 2.370      |     |  |            | 2.097 |  |            |  | 1.962 |  |  |  | 1.861 |  |  | 
| |  |                   |  |  |            |     |  |            |       |  |            |  |       |  |  | 
|



| |     |                                                                                                                                                | 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | Elimination of a small phosphoric acid production circuit
    reduced capacity from 1.093 million tonnes
    P2O5
    to 0.966 million tonnes. | 

Reserves


2 5












---



##### Table of Contents







2 5


| |  |                      |  |  |               |  |  |  |       |  |  | 
| |  | -------------------- |  |  | ------------- |  |  |  | ----- |  |  | 
|
| |  | Tonnes of            |  |  |              
| |  | Phosphate Rock       |  |  | Average Grade |  |  | 
| |  | (Millions of tonnes) |  |  | % P2O5        |  |  | 
| |  |                      |  |  |               |  |  |  |       | 
| |  | Aurora               |  |  | 356           |  |  |  | 30.7% |  |  | 
| |  | White Springs        |  |  | 53            |  |  |  | 30.7% |  |  | 
| |  |                      |  |  |               |  |  |  |       | 
| |  | Total                |  |  | 409           |  |  |  |       |  |  | 
| |  |                      |  |  |               |  |  |  |       | 
|





Nitrogen Operations




Properties




| |  |                           |  |                                                                         |  | 
| |  | ------------------------- |  | ----------------------------------------------------------------------- |  | 
|
| |  | Plant Locations           |  | Nitrogen Products Produced                                              |  | 
| |  |                           |  |                                                                         |  | 
| |  | Augusta, Georgia          |  | Ammonia, urea, nitric acid, ammonium nitrate and nitrogen
    solutions |  | 
| |  | Geismar,
    Louisiana(1) |  | Ammonia, nitric acid and nitrogen solutions                             |  | 
| |  | Lima,
    Ohio(2)         |  | Ammonia, urea, nitric acid and nitrogen solutions                       |  | 
| |  | Memphis,
    Tennessee(1) |  | Ammonia and urea                                                        |  | 
| |  | Point Lisas, Trinidad     |  | Ammonia and urea                                                        |  | 
|



| |     |                                                                                                                                                                                                                                                                                              | 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | In June 2003, we indefinitely shut down our Memphis plant, and
    suspended production of ammonia and nitrogen solutions at
    Geismar due to high U.S. natural gas costs and low product
    margins. On September 15, 2005, nitrogen solutions
    production in Geismar was re-started. | 
| | (2) | Innovene USA LLC operates the Lima facility under an operating
    agreement with the Company.                                                                                                                                                                                               | 









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##### Table of Contents



Production




Raw Materials




PCS Joint Venture












---



##### Table of Contents



Marketing




| |  |            |               |                       |      |         |  |      |   |         |  |  |   |         |  |  | 
| |  | ---------- | ------------- | --------------------- | ---- | ------- |  | ---- | - | ------- |  |  | - | ------- |  |  | 
|
| |  | 2005       |               |                       | 2004 |         |  | 2003 |   |         | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  |            |               | (millions of dollars) |      |         | 
| |  | Potash     |               |                       |      |         |  |      |   |         |  |  |   |         |  | 
| |  |            | Canada        |                       | $    | 69.3    |  |      | $ | 48.3    |  |  | $ | 41.1    |  |  | 
| |  |            | United States |                       |      | 576.6   |  |      |   | 445.8   |  |  |   | 326.6   |  |  | 
| |  |            | Canpotex(1)   |                       |      | 577.1   |  |      |   | 421.9   |  |  |   | 260.6   |  |  | 
| |  |            | Other         |                       |      | 118.1   |  |      |   | 140.1   |  |  |   | 130.4   |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  |            | Total         |                       | $    | 1,341.1 |  |      | $ | 1,056.1 |  |  | $ | 758.7   |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  | Nitrogen   |               |                       |      |         |  |      |   |         |  |  |   |         |  | 
| |  |            | Canada        |                       | $    | 16.8    |  |      | $ | 5.0     |  |  | $ | 10.4    |  |  | 
| |  |            | United States |                       |      | 1,262.1 |  |      |   | 1,116.2 |  |  |   | 1,087.1 |  |  | 
| |  |            | Other         |                       |      | 89.9    |  |      |   | 89.2    |  |  |   | 58.9    |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  |            | Total         |                       | $    | 1,368.8 |  |      | $ | 1,210.4 |  |  | $ | 1,156.4 |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  | Phosphates |               |                       |      |         |  |      |   |         |  |  |   |         |  | 
| |  |            | Canada        |                       | $    | 89.1    |  |      | $ | 82.5    |  |  | $ | 81.0    |  |  | 
| |  |            | United States |                       |      | 754.3   |  |      |   | 680.6   |  |  |   | 655.9   |  |  | 
| |  |            | PhosChem(1)   |                       |      | 166.7   |  |      |   | 140.4   |  |  |   | 87.0    |  |  | 
| |  |            | Other         |                       |      | 127.2   |  |      |   | 74.4    |  |  |   | 60.0    |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  |            | Total         |                       | $    | 1,137.3 |  |      | $ | 977.9   |  |  | $ | 883.9   |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
|



| |     |                                                                                                                                                           | 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | See discussion below for information regarding Canpotex Limited
    (Canpotex) and Phosphate Chemicals Export
    Association, Inc. (PhosChem) sales. | 





U.S. Webb-Pomerene Act




North American Marketing












---



##### Table of Contents













Offshore Marketing








| |  |               |  |  |      |  |  |      |      |  |  |  |      |  |  | 
| |  | ------------- |  |  | ---- |  |  | ---- | ---- |  |  |  | ---- |  |  | 
|
| |  | 2005          |  |  | 2004 |  |  | 2003 |      |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
| |  | Asia          |  |  | 73%  |  |  |      | 69%  |  |  |  | 71%  |  |  | 
| |  | Latin America |  |  | 19   |  |  |      | 22   |  |  |  | 21   |  |  | 
| |  | Oceania       |  |  | 6    |  |  |      | 6    |  |  |  | 5    |  |  | 
| |  | Europe        |  |  | 2    |  |  |      | 3    |  |  |  | 3    |  |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
| |  | Total         |  |  | 100% |  |  |      | 100% |  |  |  | 100% |  |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
|













---



##### Table of Contents



2 5






| |  |               |  |  |      |  |  |      |      |  |  |  |      |  |  | 
| |  | ------------- |  |  | ---- |  |  | ---- | ---- |  |  |  | ---- |  |  | 
|
| |  | 2005          |  |  | 2004 |  |  | 2003 |      |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
| |  | Asia          |  |  | 79%  |  |  |      | 78%  |  |  |  | 84%  |  |  | 
| |  | Latin America |  |  | 16   |  |  |      | 10   |  |  |  | 10   |  |  | 
| |  | Oceania       |  |  | 4    |  |  |      | 7    |  |  |  | 6    |  |  | 
| |  | Other         |  |  | 1    |  |  |      | 5    |  |  |  |     |  |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
| |  | Total         |  |  | 100% |  |  |      | 100% |  |  |  | 100% |  |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
|





Distribution and Transportation






Potash Products
















---



##### Table of Contents





Phosphate Products








Nitrogen Products






Competition
















---



##### Table of Contents













Employees






Royalties and Certain Taxes


The Mineral Taxation Act, 1983 .


The Corporation Capital Tax Act of Saskatchewan New Brunswick Income
Tax Act










---



##### Table of Contents







Income Taxes








Environmental Matters








Environmental Requirements, Permits and Regulatory
Approvals




Clean Air Act










---



##### Table of Contents



Resource Conservation and Recovery Act


Clean Water
Act






Site Assessment and Remediation


Comprehensive
Environmental Response, Compensation and Liability Act of
1980












---



##### Table of Contents











Facility and Product Security




Environmental Costs and Expenditures












---



##### Table of Contents





Asset Retirement Obligations


















---



##### Table of Contents









Site Assessment and Remediation Costs




Environmental Operating Costs and Capital Expenditures








Legislation












---



##### Table of Contents



Our Executive Officers




| |  |                      |  |     |    |  |       |  |      |               |  |                                                                 |  | 
| |  | -------------------- |  | --- | -- |  | ----- |  | ---- | ------------- |  | --------------------------------------------------------------- |  | 
|
| |  | Served               |  |     |   
| |  | Name                 |  | Age |    |  | Since |  |      | Position Held |  |                                                                
| |  |                      |  |     |    |  |       |  |      |               |  |                                                                
| |  | William J. Doyle     |  |     | 55 |  |       |  | 1987 |               |  | President and Chief Executive Officer                           |  | 
| |  | Wayne R. Brownlee    |  |     | 53 |  |       |  | 1988 |               |  | Executive Vice President, Treasurer and Chief Financial Officer |  | 
| |  | James F. Dietz       |  |     | 59 |  |       |  | 1997 |               |  | Executive Vice President and Chief Operating Officer            |  | 
| |  | Betty-Ann L. Heggie  |  |     | 52 |  |       |  | 1981 |               |  | Senior Vice President, Corporate Relations                      |  | 
| |  | Barbara Jane Irwin   |  |     | 50 |  |       |  | 2000 |               |  | Senior Vice President, Administration                           |  | 
| |  | Robert A. Jaspar     |  |     | 47 |  |       |  | 1997 |               |  | Senior Vice President, Information Technology                   |  | 
| |  | Joseph A. Podwika    |  |     | 43 |  |       |  | 1997 |               |  | Senior Vice President, General Counsel and Secretary            |  | 
| |  | G. David Delaney     |  |     | 45 |  |       |  | 1997 |               |  | President, PCS Sales                                            |  | 
| |  | Garth W. Moore       |  |     | 57 |  |       |  | 1982 |               |  | President, PCS Potash                                           |  | 
| |  | Thomas J. Regan, Jr. |  |     | 61 |  |       |  | 1995 |               |  | President, PCS Phosphate                                        |  | 
| |  | Stephen F. Dowdle    |  |     | 55 |  |       |  | 1999 |               |  | Senior Vice President, Fertilizer Sales, PCS Sales              |  | 
| |  | Daphne Arnason       |  |     | 50 |  |       |  | 1988 |               |  | Vice President, Internal Audit                                  |  | 
| |  | Karen G. Chasez      |  |     | 52 |  |       |  | 2000 |               |  | Vice President, Procurement                                     |  | 
| |  | John R. Hunt         |  |     | 47 |  |       |  | 1997 |               |  | Vice President, Safety, Health and Environment                  |  | 
| |  | Denis A. Sirois      |  |     | 50 |  |       |  | 1978 |               |  | Vice President and Corporate Controller                         |  | 
|



| |  |                   |  |                              |  |                                                              |  | 
| |  | ----------------- |  | ---------------------------- |  | ------------------------------------------------------------ |  | 
|
| |  | Name              |  | Dates of Service             |  | Position Held                                                |  | 
| |  |                   |  |                              |  |                                                              |  | 
| |  | Wayne R. Brownlee |  | July 1999  December 2005    |  | Senior Vice President, Treasurer and Chief Financial Officer |  | 
| |  | Robert A. Jaspar  |  | December 2000  June 2003    |  | Vice President, Internal Audit                               |  | 
| |  | Joseph A. Podwika |  | January 2005  December 2005 |  | Vice President, General Counsel and Secretary                |  | 
| |  |                   |  | March 2002  December 2004   |  | Senior Counsel, U.S                                          |  | 
| |  |                   |  | April 2000  February 2002   |  | Senior Counsel, Phosphate                                    |  | 
| |  | Stephen F. Dowdle |  | July 2000  December 2005    |  | Vice President, Fertilizer Sales, PCS Sales                  |  | 
| |  | Daphne Arnason    |  | November 2000  June 2002    |  | Senior Director, Taxation                                    |  | 
| |  | John R. Hunt      |  | November 2003  January 2005 |  | Senior Director, Operations Development                      |  | 
| |  |                   |  | March 2000  October 2003    |  | General Manager, Memphis Plant                               |  | 
|

Presentation of Financial Information








Where You Can Find More Information












---



##### Table of Contents





10-K, 10-Q, 8-K, Securities Exchange Act of
1934 10-K.





Item 1A. Risk Factors.






Lack of growth opportunities, particularly for potash, may
limit our sustainable long-term growth.




Global demand for our products that differs from
expectations or that is higher or lower than our excess capacity
could adversely affect the results of future operations.






Inappropriate handling and transportation of some of our
products by customers or carriers could result in harm to third
parties or damage to property and may expose the Company to
litigation.




Strikes or other forms of work stoppage or slowdown could
disrupt our business and lead to increased costs.












---



##### Table of Contents



The Company may be adversely affected by changing
anti-trust laws to which it is subject.




New product supply can create a structural market
imbalance, which could reduce our profits.




Potash




Phosphate




Nitrogen




Cyclicality in prices and products can result in
unfavorable market conditions and lower profits.




The Company is subject to risks associated with
international operations, which could negatively affect sales to
customers in foreign countries as well as the operations and
assets in such countries.












---



##### Table of Contents







A shortage of railcars and bulk ships for carrying our
products and increased transit time could result in customer
dissatisfaction, loss of sales and higher equipment
costs.






Deliberate, malicious acts involving our products or
facilities or downstream product mishaps may expose employees,
contractors or the public to extensive injury, cause property
damage or affect the Companys reputation.




Injury to our reputation could negatively affect our
performance.




Other risks may hurt our operating results.












---



##### Table of Contents






Item 1B. Unresolved Staff Comments.







Item 2. Properties.







Item 3. Legal Proceedings.


Shaw


Louisiana Private
Works Act






General




Environmental Proceedings







Item 4. Submission of Matters to a Vote of Security
Holders.












---



##### Table of Contents









Part II





Item 5. Market for Registrants Common Equity
and Related Stockholder Matters.




Income Tax
Act Income Tax Act


Securities Exchange Act of 1934


Issuer Purchases of Equity Securities


| |  |                                      |  |                  |                  |  |          |                 |       |             |                     |  |             |  |  |  |           |  |  | 
| |  | ------------------------------------ |  | ---------------- | ---------------- |  | -------- | --------------- | ----- | ----------- | ------------------- |  | ----------- |  |  |  | --------- |  |  | 
|
| |  | (c) Total Number of                  |  |                  | (d) Maximum      |  |          |                
| |  | Shares Purchased as                  |  |                  | Number of Shares |  |          |                
| |  | (b) Average                          |  |                  | Part of Publicly |  |          | That May Yet Be |       |             |                    
| |  | (a) Total Number of                  |  |                  | Price Paid per   |  |          | Announced       |       |             | Purchased Under the |  |             | 
| |  | Period                               |  | Shares Purchased |                  |  | Share(1) |                 |       | Programs(2) |                     |  | Programs(2) |  |  | 
| |  |                                      |  |                  |                  |  |          |                 |       |             |                     |  |             |  |  | 
| |  | October 1, 2005  October 31, 2005   |  |                  | 328,800          |  |          |                 | 80.28 |             |                     |  | 328,800     |  |  |  | 3,242,300 |  |  | 
| |  | November 1, 2005  November 30, 2005 |  |                  | 2,033,800        |  |          |                 | 83.11 |             |                     |  | 2,033,800   |  |  |  | 1,208,500 |  |  | 
| |  | December 1, 2005  December 31, 2005 |  |                  | 1,208,500        |  |          |                 | 78.71 |             |                     |  | 1,208,500   |  |  |  | 0         |  |  | 
| |  | Total                                |  |                  | 3,571,100        |  |          |                 | 81.36 |             |                     |  | 3,571,100   |  |  |  | 0         |  |  | 
|



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | Average price paid per share includes cash paid for commissions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| | (2) | On January 25, 2005, the Company announced that the Board
    of Directors had approved an open market repurchase program of
    approximately 5% of the Companys outstanding Common
    Shares, or approximately 5.5 million shares, through a
    normal course issuer bid. Purchasing under the program commenced
    on February 16, 2005. On September 22, 2005, the
    Company announced that the Board of Directors had approved an
    increase in the number of Common Shares to be repurchased under
    the previously announced open market repurchase program. The
    increase raised the total number of shares available for
    repurchase by an additional 4.0 million shares, for a total
    of 9.5 million shares. Purchasing under the amended program
    was completed by December 31, 2005. | 




Item 6. Selected Financial Data.




| |  |                                                       |  |      |         |  |      |  |         |      |  |  |         |   |  |      |         |  |  |  |         |  |  | 
| |  | ----------------------------------------------------- |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | - |  | ---- | ------- |  |  |  | ------- |  |  | 
|
| |  | (in millions of US dollars, except per-share amounts) |  |      |        
| |  |                                                       |  |      |        
| |  | U.S. GAAP                                             |  | 2005 |         |  | 2004 |  |         | 2003 |  |  | 2002    |   |  | 2001 |         |  | 
| |  |                                                       |  |      |         |  |      |  |         |      |  |  |         |   |  |      |         |  | 
| |  | Net income (loss)                                     |  |      | 532.7   |  |      |  | 290.5   |      |  |  | (84.2   | ) |  |      | 60.4    |  |  |  | 94.4    |  |  | 
| |  | Net income (loss) per share - basic                   |  |      | 4.91    |  |      |  | 2.69    |      |  |  | (0.81   | ) |  |      | 0.58    |  |  |  | 0.91    |  |  | 
| |  | Total assets                                          |  |      | 5,841.8 |  |      |  | 5,202.7 |      |  |  | 4,520.0 |   |  |      | 4,511.0 |  |  |  | 4,378.1 |  |  | 
|









---



##### Table of Contents






Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations.







Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.







Item 8. Financial Statements and Supplementary
Data.







Item 9. Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure.







Item 9A. Controls and Procedures.


Securities Exchange Act of
1934







Item 9B. Other Information.






10-K






---



##### Table of Contents









Part III





Item 10. Directors and Executive Officers of the
Registrant.









Item 11. Executive Compensation.


S-K.





Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.







Item 13. Certain Relationships and Related
Transactions.







Item 14. Principal Accountant Fees and Services.












---



##### Table of Contents









Part IV





Item 15. Exhibits and Financial Statement
Schedules.


List of Documents Filed as Part of This Report


1.  Consolidated Financial Statements in Annual
Report




|                                                            |  |  |       | 
|----------------------------------------------------------- |  |  | ----- | 
|Report of Independent Registered Chartered Accountants      |  |  | 54-55 | 
|Consolidated Statements of Financial Position               |  |  | 56    | 
|Consolidated Statements of Operations and Retained Earnings |  |  | 57    | 
|Consolidated Statements of Cash Flow                        |  |  | 58    | 
|Notes to the Consolidated Financial Statements              |  |  | 59-88 | 

2.  Schedules




REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS






















---



##### Table of Contents



Potash Corporation of Saskatchewan Inc.


Schedule II  Valuation and Qualifying
Accounts








AdditionsBalance at
    
    Charged toBeginning of
    
    Costs and
    
    
    
    Balance atDescription
    
    Year
    
    Expenses
    
    Deductions
    
    End of YearAllowance for doubtful trade accounts receivable2005
    
    
    4.6
    
    
    
    0.5
    
    
    
    
    
    
    
    5.12004
    
    
    4.9
    
    
    
    0.7
    
    
    
    1.0
    
    
    
    4.62003
    
    
    6.0
    
    
    
    0.5
    
    
    
    1.6
    
    
    
    4.9Allowance for inventory valuation2005
    
    
    14.5
    
    
    
    7.1
    
    
    
    8.7
    
    
    
    12.92004
    
    
    11.9
    
    
    
    5.1
    
    
    
    2.5
    
    
    
    14.52003
    
    
    4.3
    
    
    
    9.5
    
    
    
    1.9
    
    
    
    11.9Allowance for deferred income tax assets2005
    
    
    29.4
    
    
    
    16.1
    
    
    
    
    
    
    
    45.52004
    
    
    11.4
    
    
    
    18.4
    
    
    
    0.4
    
    
    
    29.42003
    
    
    28.9
    
    
    
    1.0
    
    
    
    18.5
    
    
    
    11.4


3.  Exhibits


|        |      |  |                         |                                                                                                                                                                                                                                                                                                                                                                         
|------- | ---- |  | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |                        
|Number  |      |  | Description of Document
|        |      |  |                        
|        | 3(a) |  |                         | Articles of Continuance of the registrant dated May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2002 (the Second Quarter 2002
    Form 10-Q).                                                                                                                     
|       
|        | 3(b) |  |                         | Bylaws of the registrant effective May 15, 2002,
    incorporated by reference to Exhibit 3(b) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                
|       
|        | 4(a) |  |                         | Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.                                                                            
|       
|        | 4(b) |  |                         | Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003, incorporated by
    reference to Exhibit 4(b) to the registrants report
    on Form 10-Q for the quarterly period ended
    September 30, 2003 (the Third Quarter 2003
    Form 10-Q).
|       
|        | 4(c) |  |                         | Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004,
    incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 8-K dated
    September 21, 2004.                                                            
|       
|        | 4(d) |  |                         | Syndicated Term Credit Facility Third Amending Agreement between
    The Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 20, 2005, incorporated by
    reference to Exhibit 4(a) to the registrants report
    on Form 8-K dated September 22, 2005.                                                                 
|       
|        | 4(e) |  |                         | Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York,
    incorporated by reference to Exhibit 4(a) to the
    registrants report on Form 8-K dated June 18,
    1997 (the 1997 Form 8-K).                                                                                                          
|       
|        | 4(f) |  |                         | Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York, incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 10-K for the year ended
    December 31, 2002 (the 2002 Form 10-K).                                                                                   
|       
|        | 4(g) |  |                         | Form of Notes relating to the registrants offering of
    $400,000,000 principal amount of 7.125% Notes due June 15,
    2007, incorporated by reference to Exhibit 4(b) to the 1997
    Form 8-K.                                                                                                                                                                     









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##### Table of Contents



|        |      |  |                         |                                                                                                                                                                                                                                              
|------- | ---- |  | ----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |                        
|Number  |      |  | Description of Document
|        |      |  |                        
|        | 4(h) |  |                         | Form of Notes relating to the registrants offering of
    $600,000,000 principal amount of
    73/4%
    Notes due May 31, 2011, incorporated by reference to
    Exhibit 4 to the registrants report on Form 8-K
    dated May 17, 2001.  
|       
|        | 4(i) |  |                         | Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due March 1,
    2013, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated
    February 28, 2003.



|        |       |  |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ----- |  | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |                        
|Number  |       |  | Description of Document
|        |       |  |                        
|        | 10(a) |  |                         | Sixth Voting Agreement dated April 22, 1978, between
    Central Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales and Texasgulf Inc., incorporated by reference
    to Exhibit 10(f) to the registrants registration
    statement on Form F-1 (File No. 33-31303) (the
    F-1 Registration Statement).                                                                                                                                                 
|       
|        | 10(b) |  |                         | Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International Minerals
    and Chemical Corporation (Canada) Limited, PCS Sales, Texasgulf
    Inc. and Canpotex Limited as amended by Canpotex S&P
    amending agreement dated November 4, 1987, incorporated by
    reference to Exhibit 10(g) to the F-1 Registration
    Statement.                                                                                        
|       
|        | 10(c) |  |                         | Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales, incorporated by reference to
    Exhibit 10(h) to the F-1 Registration Statement.                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        | 10(d) |  |                         | Canpotex/PCS Amending Agreement, dated as of October 1,
    1992, incorporated by reference to Exhibit 10(f) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                                                                                                                                                                                                                                                                                                                              
|       
|        | 10(e) |  |                         | Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993, incorporated by reference to
    Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                     
|       
|        | 10(f) |  |                         | Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                                                                                                            
|       
|        | 10(g) |  |                         | Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002, incorporated by reference to
    Exhibit 10(g) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2004
    (the Second Quarter 2004 Form 10-Q).                                                                                                                                                                                                                                                                                        
|       
|        | 10(h) |  |                         | Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International Minerals &
    Chemical Corporation (Canada) Limited and the registrants
    predecessor, incorporated by reference to Exhibit 10(e) to
    the F-1 Registration Statement.                                                                                                                                                                                                                                                                      
|       
|        | 10(i) |  |                         | Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978, incorporated
    by reference to Exhibit 10(p) to the registrants
    report on Form 10-K for the year ended December 31,
    1990.                                                                                                                                                                                 
|       
|        | 10(j) |  |                         | Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended),
    incorporated by reference to Exhibit 10(l) to the 1998
    Form 10-K.                                                                                                                                                                                                                                  
|       
|        | 10(k) |  |                         | Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited,
    International Minerals & Chemical (Canada) Limited
    Partnership and the registrant assigning the interest in the
    Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.
|       
|        | 10(l) |  |                         | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended January 23, 2001,
    incorporated by reference to Exhibit 10(bb) to the Second
    Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 10(m) |  |                         | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended
    January 23, 2001, incorporated by reference to
    Exhibit 10(aa) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                        









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##### Table of Contents



|        |        |  |                         |                                                                                                                                                                                                                                                                                                                                                  
|------- | ------ |  | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |  |                        
|Number  |        |  | Description of Document
|        |        |  |                        
|        | 10(n)  |  |                         | Short-Term Incentive Plan of the registrant effective January
    2000, as amended March 10, 2005, incorporated by reference
    to Exhibit 10(x) to the Form 10-K for the year ended
    December 31, 2004.                                                                                                                                     
|       
|        | 10(o)  |  |                         | Long-Term Incentive Plan of the registrant effective January
    2003, incorporated by reference to Exhibit 10(y) to the
    2002 Form 10-K.                                                                                                                                                                                                     
|       
|        | 10(p)  |  |                         | Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant,
    incorporated by reference to Exhibit 10(o) to the 1995
    Form 10-K.                                                                                                                                       
|       
|        | 10(q)  |  |                         | Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant,
    incorporated by reference to Exhibit 10(x) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                             
|       
|        | 10(r)  |  |                         | Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements, incorporated by reference to
    Exhibit 10(mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).
|       
|        | 10(s)  |  |                         | Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant dated November 4, 2002,
    incorporated by reference to Exhibit 10(cc) to the 2002
    Form 10-K.                                                                                                                                             
|       
|        | 10(t)  |  |                         | Supplemental Retirement Benefits Plan for U.S. Executives
    dated effective January 1, 1999, incorporated by reference
    to Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.                                                                                                                                                             
|       
|        | 10(u)  |  |                         | Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant, concerning a
    change in control of the registrant, incorporated by reference
    to Exhibit 10(p) to the 1995 Form 10-K.                                                                                                       
|       
|        | 10(v)  |  |                         | Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant, incorporated by reference to Exhibit 10(q) to
    the 1995 Form 10-K.                                                                                                                            
|       
|        | 10(w)  |  |                         | Resolution and Form of Agreement of Indemnification dated
    January 24, 2001, incorporated by reference to
    Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                           
|       
|        | 10(x)  |  |                         | Resolution and Form of Agreement of Indemnification 
    July 21, 2004, incorporated by reference to
    Exhibit 10(ii) to the Second Quarter 2004 Form 10-Q.                                                                                                                                                                                   
|       
|        | 10(y)  |  |                         | Chief Executive Officer Medical and Dental Benefits,
    incorporated by reference to Exhibit 10(jj) to the
    Form 10-K for the year ended December 31, 2004.                                                                                                                                                                                  
|       
|        | 10(z)  |  |                         | Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc., incorporated by reference to Exhibit 10(t)
    to the 1995 Form 10-K.                                                                          
|       
|        | 10(aa) |  |                         | International Agency Agreement dated January 1, 1995,
    between Phosphate Chemicals Export Association, Inc. and
    Texasgulf Inc. establishing Texasgulf Inc. as exclusive
    marketing agent for such associations wet phosphatic
    materials, incorporated by reference to Exhibit 10(u) to
    the 1995 Form 10-K.                    
|       
|        | 10(bb) |  |                         | Deferred Share Unit Plan for Non-Employee Directors,
    incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                             
|       
|        | 10(cc) |  |                         | Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, incorporated by reference to
    Exhibit 10(nn) to registrants report on
    Form 10-Q for the quarterly period ended March 31,
    2005 (the First Quarter 2005 Form 10-Q).                                                           
|       
|        | 10(dd) |  |                         | Medium Term Incentive Plan of the registrant effective January
    2006.                                                                                                                                                                                                                                                                         
|       
|        | 11     |  |                         | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                                  
|       
|        | 12     |  |                         | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                               
|       
|        | 13     |  |                         | 2005 Annual Report (Business Review and Financial Review). The
    2005 Annual Report, except for those portions that are expressly
    incorporated by reference, is furnished for the information of
    the Commission and is not to be deemed filed as part
    of this filing.                                                            
|       
|        | 21     |  |                         | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                                  
|       
|        | 23     |  |                         | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                
|       
|        | 31(a)  |  |                         | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                     
|       
|        | 31(b)  |  |                         | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                     









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##### Table of Contents



|        |    |  |                         |                                                                                                                                                                                                                                                                                                                                         
|------- | -- |  | ----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |  |                        
|Number  |    |  | Description of Document
|        |    |  |                        
|        | 32 |  |                         | Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                            
|       
|        | 99 |  |                         | 2006 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2006 Notice of Meeting, Proxy Circular and Form of Proxy, except
    for those portions thereof that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of this
    filing.









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##### Table of Contents









Signatures


Securities Exchange Act of 1934




| |                                         | 
| | --------------------------------------- | 
| | POTASH CORPORATION OF SASKATCHEWAN INC. | 



| |     |                                                                                                                | 
| | --- | -------------------------------------------------------------------------------------------------------------- | 
| | By: | /s/ WILLIAM J. DOYLE                                                                                           | 
| |     | ____________________________________ 
     William J. Doyle President and Chief Executive OfficerMarch 9, 2006 | 

Securities Exchange Act
of 1934


|                                         |  |                                                                                                                      |  |               |  | 
|---------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|Signature                                |  | Title                                                                                                                |  | Date         
|                                         |  |                                                                                                                      |  |              
|                                        
|/s/ DALLAS J. HOWEDallas J. Howe         |  | Chair of the Board                                                                                                   |  | March 9, 2006
|                                        
|/s/ WAYNE R. BROWNLEEWayne R. Brownlee   |  | Executive Vice President, Treasurer and
    Chief Financial Officer (Principal financial and
    accounting officer) |  | March 9, 2006
|                                        
|/s/ WILLIAM J. DOYLEWilliam J. Doyle     |  | President and Chief Executive Officer                                                                                |  | March 9, 2006
|                                        
|/s/ FREDERICK J. BLESIFrederick J. Blesi |  | Director                                                                                                             |  | March 9, 2006
|                                        
|/s/ JOHN W. ESTEYJohn W. Estey           |  | Director                                                                                                             |  | March 9, 2006
|                                        
|/s/ WADE FETZER IIIWade Fetzer III       |  | Director                                                                                                             |  | March 9, 2006
|                                        
|/s/ ALICE D. LABERGEAlice D. Laberge     |  | Director                                                                                                             |  | March 9, 2006
|                                        
|/s/ JEFFREY J. MCCAIGJeffrey J. McCaig   |  | Director                                                                                                             |  | March 9, 2006
|                                        
|/s/ MARY MOGFORDMary Mogford             |  | Director                                                                                                             |  | March 9, 2006
|                                        
|/s/ PAUL J. SCHOENHALSPaul J. Schoenhals |  | Director                                                                                                             |  | March 9, 2006









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##### Table of Contents



|                                                           |  |          |  |               |  | 
|---------------------------------------------------------- |  | -------- |  | ------------- |  | 
|Signature                                                  |  | Title    |  | Date         
|                                                           |  |          |  |              
|                                                          
|/s/ E. ROBERT STROMBERG,
    Q.C.E. Robert Stromberg, Q.C. |  | Director |  | March 9, 2006
|                                                          
|/s/ JACK G. VICQJack G. Vicq                               |  | Director |  | March 9, 2006
|                                                          
|/s/ ELENA VIYELLA DE
    PALIZAElena Viyella de Paliza     |  | Director |  | March 9, 2006









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##### Table of Contents



EXHIBIT INDEX


|        |      |  |                         |                                                                                                                                                                                                                                                                                                                                                                         
|------- | ---- |  | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |                        
|Number  |      |  | Description of Document
|        |      |  |                        
|        | 3(a) |  |                         | Articles of Continuance of the registrant dated May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2002 (the Second Quarter 2002
    Form 10-Q).                                                                                                                     
|        | 3(b) |  |                         | Bylaws of the registrant effective May 15, 2002,
    incorporated by reference to Exhibit 3(b) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                
|        | 4(a) |  |                         | Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.                                                                            
|        | 4(b) |  |                         | Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003, incorporated by
    reference to Exhibit 4(b) to the registrants report
    on Form 10-Q for the quarterly period ended
    September 30, 2003 (the Third Quarter 2003
    Form 10-Q).
|        | 4(c) |  |                         | Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004,
    incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 8-K dated
    September 21, 2004.                                                            
|        | 4(d) |  |                         | Syndicated Term Credit Facility Third Amending Agreement between
    The Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 20, 2005, incorporated by
    reference to Exhibit 4(a) to the registrants report
    on Form 8-K dated September 22, 2005.                                                                 
|        | 4(e) |  |                         | Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York,
    incorporated by reference to Exhibit 4(a) to the
    registrants report on Form 8-K dated June 18,
    1997 (the 1997 Form 8-K).                                                                                                          
|        | 4(f) |  |                         | Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York, incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 10-K for the year ended
    December 31, 2002 (the 2002 Form 10-K).                                                                                   
|        | 4(g) |  |                         | Form of Notes relating to the registrants offering of
    $400,000,000 principal amount of 7.125% Notes due June 15,
    2007, incorporated by reference to Exhibit 4(b) to the 1997
    Form 8-K.                                                                                                                                                                     
|        | 4(h) |  |                         | Form of Notes relating to the registrants offering of
    $600,000,000 principal amount of
    73/4%
    Notes due May 31, 2011, incorporated by reference to
    Exhibit 4 to the registrants report on Form 8-K
    dated May 17, 2001.                                                                                                                             
|        | 4(i) |  |                         | Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due March 1,
    2013, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated
    February 28, 2003.                                                                                                                           



|        |       |  |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ----- |  | ----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |                        
|Number  |       |  | Description of Document
|        |       |  |                        
|        | 10(a) |  |                         | Sixth Voting Agreement dated April 22, 1978, between
    Central Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales and Texasgulf Inc., incorporated by reference
    to Exhibit 10(f) to the registrants registration
    statement on Form F-1 (File No. 33-31303) (the
    F-1 Registration Statement).                                                         
|        | 10(b) |  |                         | Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International Minerals
    and Chemical Corporation (Canada) Limited, PCS Sales, Texasgulf
    Inc. and Canpotex Limited as amended by Canpotex S&P
    amending agreement dated November 4, 1987, incorporated by
    reference to Exhibit 10(g) to the F-1 Registration
    Statement.
|        | 10(c) |  |                         | Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales, incorporated by reference to
    Exhibit 10(h) to the F-1 Registration Statement.                                                                                                                                                                                                                                                                                         
|        | 10(d) |  |                         | Canpotex/PCS Amending Agreement, dated as of October 1,
    1992, incorporated by reference to Exhibit 10(f) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                                                                                                                                                                                                                                      



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##### Table of Contents



|        |       |  |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ----- |  | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |                        
|Number  |       |  | Description of Document
|        |       |  |                        
|        | 10(e) |  |                         | Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993, incorporated by reference to
    Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                     
|        | 10(f) |  |                         | Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                                                                                                            
|        | 10(g) |  |                         | Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002, incorporated by reference to
    Exhibit 10(g) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2004
    (the Second Quarter 2004 Form 10-Q).                                                                                                                                                                                                                                                                                        
|        | 10(h) |  |                         | Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International Minerals &
    Chemical Corporation (Canada) Limited and the registrants
    predecessor, incorporated by reference to Exhibit 10(e) to
    the F-1 Registration Statement.                                                                                                                                                                                                                                                                      
|        | 10(i) |  |                         | Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978, incorporated
    by reference to Exhibit 10(p) to the registrants
    report on Form 10-K for the year ended December 31,
    1990.                                                                                                                                                                                 
|        | 10(j) |  |                         | Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended),
    incorporated by reference to Exhibit 10(l) to the 1998
    Form 10-K.                                                                                                                                                                                                                                  
|        | 10(k) |  |                         | Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited,
    International Minerals & Chemical (Canada) Limited
    Partnership and the registrant assigning the interest in the
    Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.
|        | 10(l) |  |                         | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended January 23, 2001,
    incorporated by reference to Exhibit 10(bb) to the Second
    Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                      
|        | 10(m) |  |                         | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended
    January 23, 2001, incorporated by reference to
    Exhibit 10(aa) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                        
|        | 10(n) |  |                         | Short-Term Incentive Plan of the registrant effective January
    2000, as amended March 10, 2005, incorporated by reference
    to Exhibit 10(x) to the Form 10-K for the year ended
    December 31, 2004.                                                                                                                                                                                                                                                                                                                                           
|        | 10(o) |  |                         | Long-Term Incentive Plan of the registrant effective January
    2003, incorporated by reference to Exhibit 10(y) to the
    2002 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 10(p) |  |                         | Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant,
    incorporated by reference to Exhibit 10(o) to the 1995
    Form 10-K.                                                                                                                                                                                                                                                                                                                                             
|        | 10(q) |  |                         | Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant,
    incorporated by reference to Exhibit 10(x) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                                                                                                                                                                                                                                   
|        | 10(r) |  |                         | Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements, incorporated by reference to
    Exhibit 10(mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).                                                                                                                                                                                                      
|        | 10(s) |  |                         | Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant dated November 4, 2002,
    incorporated by reference to Exhibit 10(cc) to the 2002
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                   
|        | 10(t) |  |                         | Supplemental Retirement Benefits Plan for U.S. Executives
    dated effective January 1, 1999, incorporated by reference
    to Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                   
|        | 10(u) |  |                         | Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant, concerning a
    change in control of the registrant, incorporated by reference
    to Exhibit 10(p) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                             
|        | 10(v) |  |                         | Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant, incorporated by reference to Exhibit 10(q) to
    the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                  
|        | 10(w) |  |                         | Resolution and Form of Agreement of Indemnification dated
    January 24, 2001, incorporated by reference to
    Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10(x) |  |                         | Resolution and Form of Agreement of Indemnification 
    July 21, 2004, incorporated by reference to
    Exhibit 10(ii) to the Second Quarter 2004 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                         



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##### Table of Contents



|        |        |  |                         |                                                                                                                                                                                                                                                                                                                                         
|------- | ------ |  | ----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |  |                        
|Number  |        |  | Description of Document
|        |        |  |                        
|        | 10(y)  |  |                         | Chief Executive Officer Medical and Dental Benefits,
    incorporated by reference to Exhibit 10(jj) to the
    Form 10-K for the year ended December 31, 2004.                                                                                                                                                                         
|        | 10(z)  |  |                         | Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc., incorporated by reference to Exhibit 10(t)
    to the 1995 Form 10-K.                                                                 
|        | 10(aa) |  |                         | International Agency Agreement dated January 1, 1995,
    between Phosphate Chemicals Export Association, Inc. and
    Texasgulf Inc. establishing Texasgulf Inc. as exclusive
    marketing agent for such associations wet phosphatic
    materials, incorporated by reference to Exhibit 10(u) to
    the 1995 Form 10-K.           
|        | 10(bb) |  |                         | Deferred Share Unit Plan for Non-Employee Directors,
    incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                    
|        | 10(cc) |  |                         | Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, incorporated by reference to
    Exhibit 10(nn) to registrants report on
    Form 10-Q for the quarterly period ended March 31,
    2005 (the First Quarter 2005 Form 10-Q).                                                  
|        | 10(dd) |  |                         | Medium Term Incentive Plan of the registrant effective January
    2006.                                                                                                                                                                                                                                                                
|        | 11     |  |                         | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                         
|        | 12     |  |                         | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                      
|        | 13     |  |                         | 2005 Annual Report (Business Review and Financial Review). The
    2005 Annual Report, except for those portions that are expressly
    incorporated by reference, is furnished for the information of
    the Commission and is not to be deemed filed as part
    of this filing.                                                   
|        | 21     |  |                         | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                         
|        | 23     |  |                         | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                       
|        | 31(a)  |  |                         | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                            
|        | 31(b)  |  |                         | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                            
|        | 32     |  |                         | Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                            
|        | 99     |  |                         | 2006 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2006 Notice of Meeting, Proxy Circular and Form of Proxy, except
    for those portions thereof that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of this
    filing.