8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ____________

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                  ____________

        Date of Report (Date of earliest event reported): August 10, 2006

                          CF Industries Holdings, Inc.
             (Exact name of Registrant as specified in its charter)


          Delaware                      001-32597             20-2697511
(State or other jurisdiction      (Commission File No.)     (I.R.S. Employer
      of incorporation)                                   Identification Number)

   One Salem Lake Drive                                           60047
       Long Grove, IL                                           (Zip Code)
    (Address of principal
      executive office)

        Registrant's telephone number, including area code (847) 438-9500


          (Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Securities Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01.        Entry into a Material Definitive Agreement

On August 10, 2006, the chief executive officer of CF Industries Holdings, Inc.
(the "Company"), the Company's four other most highly compensated executive
officers (determined based on salary and bonus for the year ended December 31,
2005) and David J. Pruett, who joined the Company on July 21, 2005, received
grants of shares of restricted stock and stock options under the Company's 2005
Equity and Incentive Plan (the "Plan") as follows:


                                NUMBER OF SHARES        SHARES OF COMMON
     NAME AND POSITION          OF RESTRICTED           STOCK UNDERLYING
                                     STOCK              STOCK OPTIONS

     Stephen R. Wilson

     President and Chief
     Executive Officer              50,100                   155,900


     Ernest Thomas

     Senior Vice President and
     Chief Financial Officer         9,700                    30,100


     David J. Pruett

     Senior Vice President,
     Operations                      5,900                    18,400


     Douglas C. Barnard

     Vice President, General
     Counsel, and Secretary          6,200                    19,200


     Philipp P. Koch

     Vice President, Raw
     Materials Procurement           4,700                    14,800


     Robert D. Webb

     Vice President and
     Controller                      4,400                    13,800




All shares of restricted stock vest on the third anniversary of the grant date,
subject to earlier forfeiture or accelerated vesting. Until vested, the shares
of restricted stock may not be sold, assigned, transferred, donated, pledged or
otherwise disposed of (except by will or the laws of descent and distribution).

If the executive's employment with the Company terminates for any reason other
than due to death, disability or retirement prior to vesting, the shares of
restricted stock will be forfeited. If the executive's employment is terminated
due to death or disability, the shares of restricted stock will vest as of such
termination. If the executive's employment is terminated due to retirement, all
or a portion of shares or restricted stock may vest based on the executive's age
at the time of retirement. The shares of restricted stock are also subject to
accelerated vesting upon a "change of control" as defined in the Plan.

A copy of the form of Restricted Stock Award Agreement relating to the grants of
restricted stock described above is attached hereto as Exhibit 10.1.

On August 10, 2006, certain other employees of the Company, including executive
officers of the Company, also received grants of shares of restricted stock
under the Plan on the terms set forth in the form of Restricted Stock Award
Agreement.

The stock options described above have an exercise price of $14.83 (the closing
price of the Company's common stock on August 10, 2006), vest in three equal
installments on August 10, 2007, 2008 and 2009 (subject to earlier forfeiture or
accelerated vesting), and expire on August 10, 2016. The options were granted
pursuant to an award agreement substantially in the form of the Form of
Non-Qualified Stock Option Award Agreement listed as Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2005.

Item 9.01.        Financial Statements and Exhibits

         (d) Exhibits.

         Exhibit No.       Description of Exhibit
         -----------       ----------------------

         10.1              Form of Restricted Stock Award Agreement




                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Dated: August 14, 2006               CF INDUSTRIES HOLDINGS, INC.


                                     By:  /s/ Douglas C. Barnard
                                         --------------------------------------
                                         Name:  Douglas C. Barnard
                                         Title: Vice President, General Counsel,
                                                and Secretary





                                  EXHIBIT INDEX


Exhibit No.              Description
- -----------              -----------
   10.1                  Form of Restricted Stock Award Agreement

EX-10

                                                                  Exhibit 10.1


                         CF INDUSTRIES HOLDINGS, INC.
                        2005 EQUITY AND INCENTIVE PLAN
                       RESTRICTED STOCK AWARD AGREEMENT


Name of Grantee: [Name]

Restricted Stock: [Number] shares of Restricted Stock

Grant Date:  [Date]

Vesting Date: All shares of Restricted Stock will vest on the third
anniversary of the Grant Date, but shall be subject to forfeiture or
accelerated vesting as described herein.

Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms as defined in the CF Industries Holdings, Inc. 2005
Equity and Incentive Plan (the "Plan"). Please review this Award Agreement and
promptly return a signed copy to William G. Eppel in order to render the grant
effective.

                                   * * * * *

1.  You have been granted the shares of Restricted Stock shown above pursuant
to the Plan and subject to the terms and conditions of the Plan and this Award
Agreement.

2.  From the Grant Date until the Vesting Date, you may not sell, assign,
transfer, donate, pledge or otherwise dispose of the Restricted Stock (except
by will or the laws of descent and distribution) unless the shares of
Restricted Stock shall have vested prior to the Vesting Date as described
herein.

3.  Each certificate representing Restricted Stock shall bear the following
legend:

                THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN AN
                AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF
                WHICH IS ON FILE WITH THE COMPANY.

         You shall be entitled to have such legend removed from such
certificate when the restrictions referred to in Section 2 with respect to the
Restricted Stock have lapsed. Prior to the vesting of the Restricted Stock,
the Company may retain physical possession of the share certificates for the
shares of Restricted Stock.

4.  Transfer restrictions on, and the risk of forfeiture with respect to, the
Restricted Stock shall lapse on the Vesting Date, subject to earlier lapse
upon a Change in Control as provided for in Section 7(b) of the Plan or as
otherwise provided herein.

5.  If your employment with the Company and its Subsidiaries shall terminate
for any reason other than due to your death, Disability or Retirement (each as
defined below) prior to the date the restrictions on your Restricted Stock
shall have lapsed, the Restricted Stock shall be forfeited. In the event of
termination of your employment due to your death or, Disability, the
restrictions and forfeiture conditions applicable to the Restricted Stock
shall lapse as of such termination, and the Restricted Stock shall be deemed
fully vested in accordance with the terms of the Plan. In the event of
termination of your employment due to your Retirement, the restrictions and
forfeiture conditions applicable to the Restricted Stock shall lapse as of
such termination in accordance with the following schedule:


       Age at Retirement                Restricted Shares Vested
- -----------------------------   -------------------------------------------
     60, but not yet 62.5                1/3 of shares granted
     62.5, but not yet 65                2/3 of shares granted
     65 and beyond                       All shares granted


For purposes of this Award Agreement, "Disability" shall have the meaning
ascribed to such term in your individual employment, severance or other
agreement with the Company or, if you are not party to such an agreement,
"Disability" shall mean your inability because of ill health, physical or
mental disability, to perform your duties for a period of 180 days in any
twelve month period. "Retirement" shall mean your termination of employment,
other than for cause (as determined by the Board), death or Disability,
following your attainment of at least age sixty. Neither the grant of the
Restricted Stock, this Award Agreement nor any other action taken pursuant to
this Award Agreement shall constitute or be evidence of any agreement or
understanding, express or implied, that you have a right to continue to
provide services as an officer, director, employee or consultant of the
Company for any period of time or at any specific rate of compensation.

6.  During the restricted period, you shall have the right to vote Restricted
Stock and to receive any dividends or distributions paid on such stock,
provided, however, that such dividends shall be governed by the provisions of
Section 6(b)(iii)(D) of the Plan.

7.  The Company or a Subsidiary shall withhold all applicable taxes or other
amounts required by law from all amounts paid or delivered in respect of the
Restricted Stock. You may satisfy the withholding obligation by paying the
amount of any taxes in cash or shares may be withheld from the shares of
Restricted Stock to satisfy the obligation in full or in part. The amount of
the tax withholding and, if applicable, the number of shares to be withheld
shall be determined by the Committee or its delegate with reference to the
Fair Market Value of the shares when the withholding is required to be made.

8.  The Plan is incorporated herein by reference. The Plan and this Award
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings
and agreements of you and the Company with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by you and
the Company. If there is a conflict between the terms and conditions of the
Plan and the terms and conditions of this Award Agreement, the terms and
conditions of the Plan shall govern. This Award Agreement is governed by the
internal substantive laws, but not the choice of law rules, of the State of
Delaware.

         By your signature and the signature of the Company's representative
below, you and the Company agree this Award is granted under and governed by
the terms and conditions of the Plan, the terms of which are incorporated
herein, and this Award Agreement. You have reviewed the Plan and this Award
Agreement in their entirety, have had an opportunity to obtain the advice of
counsel prior to executing this Award Agreement and fully understand all
provisions of the Plan and Award Agreement. You hereby agree to accept as
binding, conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan and Award Agreement. You
further agree to notify the Company upon any change in the residence address
indicated below.


GRANTEE                               CF INDUSTRIES HOLDINGS, INC.


- -------------------------------       -----------------------------------------
[Name]                                By:    Stephen R. Wilson
[Address]                             Title: President & Chief Executive Officer