Exhibit 10.iii.(r)






July 13, 1999

E. Paul Dunn
Vice President and Treasurer
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois  60062

Dear Paul:

This  Agreement is to assure you that in the event you become  entitled
to  payments  by operation of the Employment Agreement dated  July  13,
1999   ("Employment  Agreement")  between  you  and  IMC  Global   Inc.
("Global") due to a "Change in Control" (as that term is defined in the
Employment Agreement) of Global, and if any of the payments to be  made
under  the Employment Agreement or any payments which are construed  as
being made under the Employment Agreement, ("Agreement Payments")  will
be  subject  to the tax ("Excise Tax") imposed by Section 4999  of  the
Internal Revenue Code of 1986, as amended ("Code") (or any similar  tax
that  may  hereafter be imposed), Global shall pay to you (at the  time
specified  in  Paragraph  (c)  below) an additional  amount  ("Gross-up
Payment") such that the net amount retained by you, after deduction  of
any  Excise Tax on the Total Payments (as hereinafter defined) and  any
federal,  state and local income tax and Excise Tax upon  the  Gross-up
Payment  provided for by this paragraph, but before deduction  for  any
federal, state or local income tax on the Agreement Payments, shall  be
equal to the Total Payments.

           a)   For  purposes  of determining  whether  any  of  the
Agreement Payments will be subject to the Excise Tax and the  amount
of  such Excise Tax, (i) any other payments or benefits received  or
to  be  received by you in connection with a Change  in  Control  of
Global  or your termination of employment (whether pursuant  to  the
terms  of this Agreement or any other plan, arrangement or agreement
with  Global, any person whose actions result in a Change of Control
of  Global  or  any person affiliated with Global  or  such  person)
(which,  together with the Agreement Payments, shall constitute  the
"Total  Payments") shall be treated as "parachute  payments"  within
the  meaning  of  Section 280G(b)(2) of the Code,  and  all  "excess
parachute payments" within the meaning of Section 280G(b)(1) of  the
Code  shall be treated as subject to the Excise Tax, unless  in  the
opinion  of  tax  counsel selected by Global's independent  auditors
such  other  payments  or benefits (in whole  or  in  part)  do  not
constitute parachute payments, or such excess parachute payments (in
whole  or  in  part) represent reasonable compensation for  services
actually  rendered within the meaning of Section 280G(b)(4)  of  the
Code  in  excess  of the base amount within the meaning  of  Section
280G(b)(3)  of the Code or are otherwise not subject to  the  Excise
Tax, (ii) the amount of the Total Payments which shall be treated as
subject  to the Excise Tax shall be equal to the lesser of  (a)  the
total  amount  of  the Total Payments or (b) the  amount  of  excess
parachute payments within the meaning of Section 280G(b)(1)  of  the
Code (after applying clause (i), above), and (iii) the value of  any
non-cash  benefits  or  any deferred payment  or  benefit  shall  be
determined by Global's independent auditors in accordance  with  the
principles of Sections 280G(d)(3)  and (4) of the Code.

          b)  For purposes of determining the amount of the Gross-up
Payment,  you  shall be deemed to pay federal income  taxes  at  the
highest  marginal rate of federal income taxation for  the  calendar
year  in which the Gross-up Payment is to be made and the applicable
state  and  local  income  taxes at the  highest  marginal  rate  of
taxation for the calendar year in which the Gross-up Payment  is  to
be  made, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes.   In
the  event that the Excise Tax is subsequently determined to be less
than  the amount taken into account hereunder at the time the Gross-
up  Payment is made, you shall repay to Global at the time that  the
amount  of  such  reduction in Excise Tax is finally determined  the
portion of the Gross-up Payment attributable to such reduction (plus
the  portion of the Gross-up Payment attributable to the Excise  Tax
and federal and state and local income tax imposed on the portion of
the  Gross-up Payment being repaid by you if such repayment  results
in  a  reduction in Excise Tax and/or a federal and state and  local
income tax deduction), plus interest on the amount of such repayment
at  the rate provided in Section 1274(b)(2)(B) of the Code.  In  the
event  that the Excise Tax is determined to exceed the amount  taken
into  account  hereunder at the time the Gross-up  Payment  is  made
(including by reason of any payment the existence or amount of which
cannot  be  determined at the time of the Gross-up Payment),  Global
shall  make an additional Gross-up Payment in respect of such excess
(plus any interest payable with respect of such excess) at the  time
that the amount of such excess is finally determined.

           c)   The Gross-up Payment or portion thereof provided for
in  Paragraphs  (a) and (b) above shall be paid not later  than  the
thirtieth day following payment of any amounts under your Employment
Agreement;  provided, however, that if the amount of  such  Gross-up
Payment or portion thereof cannot be finally determined on or before
such  day,  Global  shall pay to you on such  day  an  estimate,  as
determined  in good faith by Global, of the minimum amount  of  such
payments and shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of the  Code)
as  soon  as the amount thereof can be determined, but in  no  event
later  than  the forty-fifth day after payment of any amounts  under
the Employment Agreement.

In  the event that the amount of the estimated payments exceeds  the
amount  subsequently determined to have been due, such excess  shall
constitute a loan by Global to you, payable on the fifth  day  after
demand  by  Global (together with interest at the rate  provided  in
Section 1274 (b)(2)(B) of the Code).

All Gross-up Payments will be paid to you from the Trust established
under the Trust Agreement between IMC Global Inc. and Wachovia  Bank
Trust  Company, N.A., which has been established to protect  payment
obligations  of  Global  under this Agreement.   Any  repayment  due
Global  from you as a result of the circumstances described  in  the
last  sentence of the preceding paragraph shall be made by you after
you have received such excess amounts from the Trust.

This  Agreement  supersedes any and all previous agreements  entered
into between you and Global concerning Gross-up Payments.

Global  is  pleased to be able to provide you with  this  additional
assurance  of  economic  protection in the  event  of  a  Change  in
Control.

Please sign, date and return one original of this letter.

Sincerely yours,

/s/ Robert E. Fowler
---------------------
Robert E. Fowler, Jr.
Chief Executive Officer



I have read this Agreement and understand and accept its terms.


Executive:____________________________  Date:______________________