8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: July 21, 2008)

Innophos, Inc.
Innophos Holdings, Inc.

(EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

Delaware	333-129951	20-1380712
Delaware	001-33124	20-1380758
(States or other jurisdictions of incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)
259 Prospect Plains Road Cranbury, New Jersey 08512
(Address of Principal Executive Offices, including Zip Code)
(609) 495-2495
(Registrants’ Telephone Number, Including Area Code)
Not Applicable
(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 Exchange 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))

Item 1.01 Entry into a Material Definitive Agreement.

On June 5, 2002, the Registrants’ subsidiary, Innophos Fosfatados de Mexico S.A. de C.V. (f/k/a Rhodia Fosfatados de Mexico S.A. de C.V.), entered into an addendum to a phosphate rock supply agreement dated September 10, 1992 with Office Cherifien Des Phosphates, or the OCP Agreement. The addendum extended the initial term of the OCP Agreement by three years to expire September 9, 2010, subject thereafter to automatic extensions of five years each, with each extension subject to not less than one year’s prior written notice of termination by either party, as more fully described in the OCP Agreement.

A copy of the OCP Agreement prior to the addendum referred to above was included as Exhibit No. 12 to the Registration Statement on Form S-4 of Innophos, Inc. filed on February 14, 2006 (File No. 333-129951). The effect of the addendum was described in the prospectus forming part of the 2006 registration statement, but, inadvertently, the addendum itself was not filed as an exhibit to that registration statement. A copy of the addendum (in redacted form subject to a confidential treatment request being submitted to the Securities and Exchange Commission) is now being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Exhibits

(b) Exhibits

Exhibit No.	Description
99	Addendum # 7 to OCP Agreement*

*CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

	INNOPHOS, INC.
	INNOPHOS HOLDINGS, INC.
	By:  _____________________________________
Date: July 21, 2008	Name: Richard Heyse
	Title: Vice President & Chief Financial Offcier

EX-99.1 CHARTER

 

********** INDICATES OMITTED MATERIAL THAT IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY
WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.

ORIGINAL

ADDENDUM N°7 BETWEEN OCP AND RHODIA FM 

DATED JUNE 5^th, 2002

TO THE AGREEEMENT BETWEEN OCP AND TROY 

DATED SEPTEMBER 10^th, 1992.

ADDENDUM N^o7 BETWEEN OCP AND RHODIA FM 

DATED JUNE 5^TH, 2002 

TO THE AGREEMENT BETWEEN OCP AND TI 

DATED SEPTEMBER 10^TH, 1992 

ORIGINAL 

BETWEEN THE UNDERSIGNED 

OFFICE CHERIFIEN DES PHOSPHATES (OCP) 

Angle route d’El Jadida et Bd de 

la Grande Ceinture - CASABLANCA 

MOROCCO 

On the one part.

AND: 

RHODIA FOSFATADOS DE MEXICO S.A. DE C.V. (RHODIA FM) 

Complejo Ind. Pajaritos Dom. 

Conocido SN NT 

PAJARITOS VERACRUZ 

(MEXICO) 

on the second part.

W I T N E S S E T H

     WHEREAS, RHODIA FM and OCP are parties to that certain Agreement with an Effective Date of September 10th, 1992, and its Addenda N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5 and N°6, for the sale and purchase ********** phosphate rock to be used at its Pajaritos plant (“Agreement”); and,

     WHEREAS, the Article 1 of the Addendum N°5 dated November 15^th, 1999 to the Agreement dated September 10^th, 1992 provides that the duration of the said Agreement will expire on September 9^th, 2007; and,

WHEREAS, OCP and RHODIA FM desire to extend furthermore the duration of the Agreement; and, WHEREAS, OCP is willing to grant RHODIA FM ********** NOW, THEREFORE, it has been agreed the following:

ADDENDUM N^o7 BETWEEN OCP AND RHODIA FM 

DATED JUNE 5^TH, 2002 

TO THE AGREEMENT BETWEEN OCP AND TI 

DATED SEPTEMBER 10^TH, 1992 

2.

ARTICLE I

     The term mentioned in Article I of the Addendum N^o5 dated November 15^th , 1999 to the Agreement dated September 10^th, 1992, is hereby extended from September 10^th, 2007 till September 9^th, 2010.

     It will be automatically reconducted for new successive periods of five (5) years unless terminated by either party giving the other not less than one (1) year written notice before the start of the following period.

      Other terms of the Article I of the Agreement shall remain unmodified and in full force and effect.

ARTICLE II

     2.1. OCP grants RHODIA FM an ********** ton of phosphate rock to be delivered, as from January 1^st, 2002, during the Term of the Agreement.

     2.2. As from January 1^st, 2002, for each calendar year which corresponds to twelve month period beginning on January 1^st of such calendar year during the Term and ending of December 31^st of the same calendar year, OCP grants RHODIA FM, in addition to the ********** the following tonnage **********

Tonnage		**********
•	The first **********	**********
•	From **********	**********
•	Over **********	**********

2.3. Credit notes covering the amounts of these ********** shall be issued together with commercial invoice of each shipment.

ARTICLE III

     Article II of the Addendum N^o5 dated November 15^th, 1999 to the Agreement dates September 10^th, 1992, is hereby amended by deleting the second paragraph.

ARTICLE IV

     In the general spirit of good faith upon which the Agreement and its ancillary documents are based (as specified in Article VII of the Agreement dated September 10th, 1992), OCP and RHODIA FM will from time to time work together on technical issues for improving the handling and processing of the phosphate rock leading to greater consumption efficiency of rock at the Pajaritos Plant and other related benefits. The terms of any specific project, including costs incurred by either party to the benefit of the other will be included in a separate agreement signed by both parties.   

ADDENDUM N^o7 BETWEEN OCP AND RHODIA FM 

DATED JUNE 5^TH, 2002 

TO THE AGREEMENT BETWEEN OCP AND TI 

DATED SEPTEMBER 10^TH, 1992 

3.

ARTICLE V

     Notwithstanding the provisions of Article I of Addendum N^o4 dated March 14^th, 1997 to the Agreement dated September 10^th, 1992, OCP agrees that RHODIA FM **********

**********

ARTICLE VI

     Except as amended by the terms of this Addendum N^o7, the Agreement and its Addenda N^o1, N^o2, N^o3, N^o4, (and its Addendum N^o1), N^o5, and N^o6, remain unmodified and in full force and effect.

ARTICLE VII

     All capitalized terms used in this Addendum N^o7, and not otherwise defined herein, shall have the meanings set forth in the Agreement and its Addenda N ^o1, N^o2, N^o3, N^o4, (and its Addendum N^o1), N^o5, and N^o6.

     IN WITNESS WHEREOF, OCP and RHODIA FM have caused this Addendum N^o7 to the Agreement dated September 10^th, 1992, to be executed in duplicate originals as of the 1^st January 2002.