February 1, 2005
via U.S. Mail

Mark A. Kalafut
Vice President, General Counsel and Corporate Secretary
Terra Industries Inc.
600 Fourth Street
P.O. Box 6000
Sioux City, Iowa 51102-1340

Re:	Terra Industries Inc.
		Forms S-3 filed January 4, 2005
      File Nos. 333-121835 and 333-121837

Dear Mr. Kalafut:

      We have limited our review of the above filings to the
requirements of Items 507 and 508 of Regulation S-K and have the
following comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
We may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Forms S-3

File No. 333-121835
Selling Shareholders, page 9
1. We note that none of the investors who were signatories to the
Registration Rights Agreement dated August 6, 2004, that is
incorporated by reference to the registration statement, are
amongst
the entities listed in the selling shareholder table on page 10.
Consequently, we do not understand your disclosure in which you
state
that the registration statement was filed pursuant to registration
rights granted in connection with an original issue of common
shares.
Please explain to us supplementally and revise your disclosure to
identify, how each selling shareholder acquired its shares.
Additionally, please file the corresponding registration rights
agreement with your next amendment.

2. Please identify in the selling shareholder table the natural
persons who exercise voting and/or investment power over each
listed
entity.  Refer to Interpretation 4S of the Regulation S-K portion
of
the March 1999 supplement to the 1997 CF Manual of Publicly
Available
Telephone Interpretations.

Plan of Distribution, page 11
3. Please identify any selling shareholders who are registered
broker-dealers or affiliates of registered broker-dealers.  If you
determine that any selling shareholders are registered broker-
dealers, please revise your disclosure to indicate that such
selling
shareholders underwriters. With respect to any affiliate of a
registered broker-dealer, please disclose, if true, that such
selling
shareholder acquired its shares in the ordinary course of business
and at the time of the acquisition did not have any arrangements
or
understandings with any person to distribute the securities.  If
not,
you must indicate that such selling shareholder is an underwriter.
File No. 333-121837
Plan of Distribution, page 59
4. Please identify any selling shareholders who are registered
broker-dealers or affiliates of registered broker-dealers.  If you
determine that any selling shareholders are registered broker-
dealers, please revise your disclosure to indicate that such
selling
shareholders underwriters. With respect to any affiliate of a
registered broker-dealer, please disclose, if true, that such
selling
shareholder acquired its shares in the ordinary course of business
and at the time of the acquisition did not have any arrangements
or
understandings with any person to distribute the securities.  If
not,
you must indicate that such selling shareholder is an underwriter.
Closing Comments
	As appropriate, please respond to this letter within 10
business
days or tell us when you will provide us with a response.
Detailed
cover letters greatly facilitate our review.  Please file your
cover
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of either of the pending
registration statements, it should furnish a letter, at the time
of
such request, acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statements as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statements.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

	Please direct all questions relating to the above to Mellissa
Campbell Duru, at (202) 942-1930, or in her absence, to H. Roger
Schwall, Assistant Director, at (202) 942-1870.   Direct all
correspondence to the following ZIP code:  20549-0405.


							Sincerely,

							H. Roger Schwall
							Assistant Director
cc: 	via facsimile
	Carter W. Emerson, P.C.
	G. Nowak, Esq.
	Kirkland & Ellis, LLP
      (312) 861-2200 (fax)


      M.Duru
      H. Schwall
??

??

??

??

Terra Industries Inc.
February 1, 2005
page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE