Exhibit 10.iii.(v)


                        FIRST AMENDMENT TO THE
                 IMC GLOBAL INC. 1998 RESTORATION PLAN


     WHEREAS, IMC Global Operations Inc. (the "Company") has heretofore
adopted  and maintains the IMC Global Inc. 1998 Restoration  Plan  (the
"Plan"); and

     WHEREAS,  the  Company  desires  to  amend  the  Plan  in  certain
respects;

     NOW,  THEREFORE, pursuant to the power of amendment  contained  in
Section 10.1 of the Plan, the Plan is hereby amended,  effective as  of
January 1, 1998, in the following respects:

     1.    The second sentence of Section 1.2 is amended to provide  as
follows:

     The  Plan  is  intended  to  be  maintained  and  administered  in
connection  with the "IMC Global Inc. Profit Sharing and Savings  Plan"
for  the  benefit  of  selected employees of the Company  and  adopting
Affiliates  whose benefits under the Qualified Plan are  restricted  by
the  limitations of Sections 401(a)(17), 402(g) and 415 of the Code  or
are  reduced  as a result of voluntary deferrals of compensation  under
the  "IMC  Global Inc 1998 Voluntary Nonqualified Deferred Compensation
Plan".

     2.   Section 4.1 is amended to provide as follows:

          4.1.  Matching Contributions.  For each Plan Year, a Matching
Contribution   shall   be  credited  to  each  Participant's   Matching
Contributions  Account  in an amount equal to (i)  the  excess  of  the
amount  of  the matching contributions that would have been  made  with
respect   to   the   Employee  Contributions   and   Salary   Reduction
Contributions  (as defined in the Qualified Plan) of  such  Participant
for  such  Plan  Year  if Employee Contributions and  Salary  Reduction
Contributions had been made by the Participant under the Qualified Plan
without  regard to the limitations of Sections 401(a)(17),  402(g)  and
415  of  the  Code  and  without  regard  to  voluntary  deferrals   of
compensation  by  the  Participant  under  the  IMC  Global  Inc.  1998
Voluntary  Nonqualified Deferred Compensation Plan over the  amount  of
the  matching contributions actually made for the Participant under the
Qualified Plan for such Plan Year, reduced by (ii) FICA withholding  on
the amount so determined.

     In  addition,  for  the  Plan  Year ended  December  31,  1998,  a
supplemental   Matching  Contribution  shall  be   credited   to   each
Participant's Matching Contributions Account in an amount equal to  the
difference  between (i) the sum of 100% of the amount  contributed  for
such  Plan  Year  by such Participant pursuant to Sections  4.1(a)  and
4.1(b)  of  the  Qualified  Plan  that  does  not  exceed  3%  of   the
Participant's Compensation (as defined in the Qualified Plan) for  such
Plan  Year and 50% of the amount contributed for such Plan Year by such
Participant  pursuant to Sections 4.1(a) and 4.1(b)  of  the  Qualified
Plan  that  exceeds  3%  but does not exceed 6%  of  the  Participant's
Compensation (as defined in the Qualified Plan) for such Plan Year  and
(ii)  the amount of Employer Matching Contributions (as defined in  the
Qualified  Plan)  contributed for the Participant under  the  Qualified
Plan with respect to payroll periods ending in such Plan Year.

     3.   Section 5.1 is amended to provide as follows:

          5.1.   Profit Sharing Contributions.  For each Plan  Year,  a
Profit  Sharing  Contribution shall be credited to the  Profit  Sharing
Contributions  Account of each Participant for whom  a  profit  sharing
contribution is made for such Plan Year under the Qualified Plan in  an
amount  equal  to  (i) the excess of the amount of the  profit  sharing
contribution  that would have been made for the Participant  under  the
Qualified  Plan for such Plan Year if such profit sharing  contribution
had  been  made to the Qualified Plan without regard to the limitations
of  Sections 401(a)(17), 402(g) and 415 of the Code and without  regard
to voluntary deferrals of compensation by the Participant under the IMC
Global Inc. 1998 Voluntary Nonqualified Deferred Compensation Plan over
the  amount  of the profit sharing contribution actually made  for  the
Participant under the Qualified Plan for the Plan Year, reduced by (ii)
required  FICA withholding on the amount so determined (if vested)  and
on  the amount of any previously made Profit Sharing Contributions (and
deemed investment earnings thereon) that have become vested during  the
Plan Year.

     4.   Section 6.2 is amended to provide as follows:

     6.2.   Crediting of Contributions.   The Company shall credit  all
Matching  Contributions and all Profit Sharing  Contributions  made  on
behalf  of  a  Participant  pursuant  to  Article  4  and  Article   5,
respectively, to such Participant's Matching Contributions  Account  or
Profit   Sharing  Contributions  Account,  as  appropriate,  within   a
reasonable  period following the end of the Plan Year  for  which  such
contributions are made.

     5.   Section 8.1 is amended to provide as follows:

          8.1.   Distribution of Matching Contributions Account.   Each
Participant shall at all times have a one hundred percent (100%) vested
and nonforfeitable interest in his Matching Contributions Account.   If
a  Participant's  employment with his Employer and  all  Affiliates  is
terminated  for  any  reason, including death,  retirement,  total  and
permanent  disability, resignation or dismissal,  the  balance  in  the
Participant's  Matching Contributions Account  (determined  as  of  the
Valuation  Date  on  or immediately preceding the  date  on  which  the
distribution is processed) shall be distributed to the Participant (or,
in  the event of the Participants's death, to his beneficiary) as  soon
as  administratively practicable after the end of the calendar  quarter
in  which   the  Participant's termination of employment occurs.   Such
payment  shall  be  made in the form of a lump sum  payment.   If  such
Participant is entitled to a Matching Contribution for the Plan Year in
which  his employment terminates that is not reflected in the  Matching
Contributions  Account balance so distributed to the  Participant,  the
amount  of  such  Matching Contribution shall  be  distributed  to  the
Participant as soon as administratively practicable after  the  end  of
the  Plan  Year  in which the Participant's termination  of  employment
occurs.

     6.   Section 8.2 is amended to provide as follows:

     8.2.   Distribution  of Profit Sharing Contributions  Account.   A
Participant  shall  become one hundred percent  (100%)  vested  in  his
Profit Sharing Contributions Account upon the completion of five  years
of  Service  (as  defined in the Qualified Plan).  If  a  Participant's
employment with his Employer and all Affiliates is terminated by reason
of  his  death, his retirement after attaining age 65 or after  he  has
completed five years of Service (as defined in the Qualified Plan), the
balance  in  the  Participant's  Profit Sharing  Contributions  Account
(determined  as  of  the Valuation Date on which  the  distribution  is
processed) shall be distributed to the Participant (or, in the event of
the   Participant's   death,   to   his   beneficiary)   as   soon   as
administratively practicable after the end of the calendar  quarter  in
which the Participant's termination of employment occurs.  Such payment
shall  be  made in the form of a lump sum payment.  If such Participant
is entitled to a Profit Sharing Contribution for the Plan Year in which
his  employment terminates that is not reflected in the Profit  Sharing
Contributions  Account balance so distributed to the  Participant,  the
amount of such Profit Sharing Contribution shall be distributed to  the
Participant as soon as administratively practicable after  the  end  of
the  Plan  Year  in which the Participant's termination  of  employment
occurs.   If  a  Participant's employment with  his  Employer  and  all
Affiliates  is  terminated before the Participant  has  completed  five
years  of Service (as defined in the Qualified Plan) for a reason other
than his death or retirement after attaining age 65, the balance in the
Participant's Profit Sharing Contributions Account shall be forfeited.

     IN  WITNESS WHEREOF, the Company has caused its corporate seal  to
be  hereunto  affixed  by its officers thereunto duly  authorized  this
_____ day of _____________, 1999.

                                   IMC GLOBAL OPERATIONS INC.

                                   By:
                                   Name:
                                   Title:

(corporate seal)

ATTEST: