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): June 20, 2005

TERRA INDUSTRIES INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Maryland	1-8520	52-1145429
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Terra Centre

600 Fourth Street, P.O. Box 6000

Sioux City, Iowa 51102-6000

(712) 277-1340

(Address of Principal Executive Offices, including Zip Code)

(Registrant’s Telephone Number, Including Area Code)

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 (See General Instruction A.2. below):

¨ 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 8.01 Other Events.

On June 20, 2005, Terra Industries Inc. (the “Company”) announced the redemption of all of its outstanding Series B Cumulative Redeemable Preferred Shares (the “Series B Preferred Shares”) in exchange for 12.3762 common shares of the Company for each Series B Preferred Share. Redemption of the Series B Preferred Shares is being made at the option of the Company pursuant to Section 7(a) of the Company’s Articles Supplementary. There are 167,184 Series B Shares outstanding. The redemption date is set for July 25, 2005.

ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated June 20 2005.

SIGNATURES

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

TERRA INDUSTRIES INC.

/s/    Mark A. Kalafut

Mark A. Kalafut

Vice President, General Counsel and

Corporate Secretary

Date: June 21, 2005

3

EX-99.1

Exhibit 99.1

	Terra Industries Inc. 600 Fourth Street P.O. Box 6000 Sioux City, IA 51102-6000
	Phone: (712) 277-1340
	Fax: (712) 277-7383
	www.terraindustries.com

NEWS

For immediate release	Contact: Joe A. Ewing
	(712) 277-7305

Terra Industries Inc. announces redemption of

Series B Cumulative Redeemable Preferred Shares

Sioux City, Iowa (June 20, 2005)—Terra Industries Inc. (NYSE: TRA) announced today that it will give notice on June 21, 2005 that it will redeem all outstanding shares of its Series B Cumulative Redeemable Preferred Shares (“the Series B Preferred Shares”) (TRA_pa - CUSIP No. 880915 50 9) on July 25, 2005 in exchange for approximately 2.1 million common shares. The exchange ratio is 12.3762 Terra common shares for each Series B Preferred Share (the “Redemption Consideration”).

From the redemption date forward, holders of the Series B Preferred Shares will have no rights other than the right to receive the Redemption Consideration, without interest, upon surrender of certificates representing the Series B Preferred Shares.

Terra will not issue fractional shares or cash in lieu of any fractional shares as part of the Redemption Consideration. Terra will round off to a full common share so that fractional interests of more than one-half share will be rounded up and fractional interests of one-half share or less will be rounded down.

Payment of the Redemption Consideration will be made only upon presentation and surrender of certificates representing the Series B Preferred Shares to EquiServe Trust Company, N.A., the transfer agent for the Series B Preferred Shares, during its usual business hours at one of the following addresses:

By mail:	By overnight courier:	By hand:
EquiServe Trust Company, N.A.	EquiServe Trust Company, N.A.	EquiServe Trust Company, N.A.
Attn: Corporate Actions	Attn: Corporate Actions	Attn: Corporate Actions
P.O. Box 43014	66 Brooks Drive	17 Battery Place, 11th Floor
Providence, RI 02940-3014	Braintree, MA 02184	New York, NY 10004

The Notice of Redemption and related materials will be mailed to holders of record of the Series B Preferred Shares on or about June 21, 2005. Questions should be directed to EquiServe Trust Company, N.A., the redemption agent, at (781) 575-2724.

About Terra

Terra Industries Inc., with 2004 revenues of $1.9 billion pro forma the Mississippi Chemical acquisition, is a leading international producer of nitrogen products.

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Note: Terra Industries’ news announcements are also available on its web site, www.terraindustries.com.