Exhibit 4.1

**SUPPLEMENTAL INDENTURE**

This Supplemental Indenture (this "SupplementalIndenture"), dated as of May 27, 2004, by and among Phosphate AcquisitionPartners L.P., a Delaware limited partnership (the "GuaranteeingSubsidiary"), IMC Global Inc., a Delaware corporation (the "Company"),and The Bank of New York, as trustee under the Indentures referred to below(the "Trustee").

W I T N E S S E T H:

WHEREAS, the Company has heretofore executed anddelivered to the Trustee an indenture (the "Seven-Year Indenture"),dated as of May 17, 2001 providing for the issuance of an aggregate principalamount of up to $400 million of 10.875% Senior Notes due 2008 (the "Seven-YearNotes");

WHEREAS, the Company has heretofore executed anddelivered to the Trustee an indenture (the "Ten-Year Indenture" and,together with the Seven-Year Indenture, the "Indentures"), dated asof May 17, 2001 providing for the issuance of an aggregate principal amount ofup to $300 million of 11.250% Senior Notes due 2011 (the "Ten-Year Notes"and, together with the Seven-Year Notes, the "Notes");

WHEREAS, Section 10.04 of each Indenture providesthat, if a Person becomes obligated to guarantee the Notes pursuant to theIndenture, the new Guarantor must execute a supplemental indenture to whichsuch Guarantor shall unconditionally guarantee all of the Company's obligationsunder the Notes and the Indenture on the terms and conditions set forth hereinand in the Indenture; and

WHEREAS, pursuant to Section 8.06 of each Indenture,the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing andfor other good and valuable consideration, the receipt of which is herebyacknowledged, the parties hereto mutually covenant and agree for the equal andratable benefit of the Holders of the Notes as follows:

1.         Capitalized Terms.  Capitalizedterms used herein without definition shall have the meanings assigned to themin the relevant Indenture.

2.         Agreement to Guarantee.  The GuaranteeingSubsidiary hereby agrees to become subject to the terms of each Indenture as aGuarantor.

3.         Incorporation of Terms of Indenture. The obligations of the Guaranteeing Subsidiary under the Note Guarantees shallbe governed in all respects by the terms of the relevant Indenture and shallconstitute a Note Guarantee thereunder.  The Guaranteeing Subsidiary shall bebound by the terms of each Indenture as they relate to the Note Guarantees.

4.         No Recourse Against Others.  Nopast, present or future director, officer, employee, incorporator, stockholderor agent of the Guaranteeing Subsidiary, as such, shall have any liability forany obligations of the Company or the Guaranteeing Subsidiary under the Notes,any Note Guarantees, the Indentures or this Supplemental Indenture or for anyclaim based on, in respect of, or by reason of, such obligations or theircreation.  Each Holder of the Notes by accepting a Note waives and releases allsuch liability.  The waiver and release are part of the consideration forissuance of the Notes.  Such waiver may not be effective to waive liabilitiesunder the federal securities laws and it is the view of the Securities ExchangeCommission that such a waiver is against public policy.

5.         NEW YORK LAW TO GOVERN.  THE INTERNALLAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THISSUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OFCONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.

6.         Counterparts.  The parties may signany number of copies of this Supplemental Indenture.  Each signed copy shall bean original, but all of them together represent the same agreement.

7.         Effect of Headings.  The Sectionheadings herein are for convenience only and shall not affect the constructionhereof.

8.         Trustee.  The Trustee shall not beresponsible in any manner whatsoever for or in respect of the validity orsufficiency of this Supplemental Indenture or for or in respect of the recitalscontained herein, all of which recitals are made solely by the GuaranteeingSubsidiary and the Company.

IN WITNESS WHEREOF, the parties hereto have causedthis Supplemental Indenture to be duly executed, all as of the date first abovewritten.

**IMCGLOBAL INC.**

By:________________________________Name: J. Reid PorterTitle: Executive Vice President and Chief Financial Officer

 

**PHOSPHATEACQUISITION PARTNERS L.P.**

By:  PRP-GPLLC, a Delaware limited liability company and its administrative managing general partner

 

 

By:________________________________Name: J. Reid PorterTitle: Chairman, President and Chief Executive Officer

 

**THEBANK OF NEW YORK, as Trustee**

 

By:________________________________Name: Title:

 

 

 

*Return to IMC GlobalInc. Form 10-Q*