8-K

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): April 24, 2003

TERRA NITROGEN COMPANY, L.P.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware (State or other jurisdiction of incorporation)	1-10877 (Commission File Number)	73-1389684 (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)

ITEM 7.    Financial Statements and Exhibits.

(c)  Exhibits

Exhibit Number	Description
99.1	Press  Release dated April 24, 2003 announcing first quarter 2003 earnings by Terra Nitrogen Company, L.P.

ITEM 9.    Regulation FD Disclosure

The following information is furnished pursuant to Item 9, “Regulation FD Disclosure” and Item 12, “Disclosure of Results of Operations and Financial Condition.”

On April 24, 2003, Terra Nitrogen Company, L.P. issued a press release setting forth Terra Nitrogen Company, L.P.’s first quarter 2003 earnings. A copy of the press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference.

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 NITROGEN COMPANY, L.P.

By: Terra Nitrogen Corporation

Its: General Partner

/S/    MARK A. KALAFUT                                             

Mark A. Kalafut

Vice President, General Counsel and

Corporate Secretary

Date: April 24, 2003

EX-99.1

[LOGO FOR TERRA]
Exhibit 99.1 Terra Industries Inc. 600 Fourth Street P.O. Box 6000 Sioux City, IA 51102-6000 www.terraindustries.com

NEWS

For immediate release Contact: Mark Rosenbury (712) 279-8756 mrosenbury@terraindustries.com

Terra Nitrogen Company, L.P. reports first quarter results

Sioux City, Iowa (April 24, 2003)—Terra Nitrogen Company, L.P. (TNCLP) (NYSE symbol: TNH) today reported a net loss of $7.0 million, or $.37 per limited partnership unit, on revenues of $70.9 million for the first quarter ended March 31, 2003. This compares with net income of $2.2 million, or $.12 per unit, on revenues of $57.4 million for the 2002 first quarter. The profitability decline was due to higher natural gas unit costs and production curtailments, partially offset by higher selling prices.

TNCLP’s natural gas unit costs for the 2003 first quarter, net of about $4.7 million of cost reductions realized from forward purchase contracts, were 74 percent higher than those incurred in the 2002 first quarter. This increase was due to colder-than-expected weather and lower industry-wide natural gas inventories. These high natural gas costs led to first quarter 2003 production curtailments, including the shutdown of the Blytheville, Ark. facility and one of the two ammonia plants at the Verdigris, Okla. facility in late February, when spot natural gas prices exceeded $10 per million British thermal unit. All plants had resumed production by the end of the quarter.

Ammonia, nitrogen solutions and urea selling prices for the 2003 first quarter were 62, 37 and 47 percent higher, respectively, than 2002 first quarter selling prices. The higher prices were due mainly to lower global ammonia and other nitrogen product supplies.

TNCLP’s forward purchase contracts at March 31, 2003, fixed prices for about 14 percent of its next 12 months’ natural gas requirements at about $2.5 million above the published forward market prices at that date.

TNCLP announced that there would be no cash distribution for the quarter ended March 31, 2003. Cash distributions depend on TNCLP’s earnings, which are driven primarily by product selling prices, sales volumes, natural gas costs and production levels, as well as working capital requirements and capital expenditures. TNCLP’s quarterly earnings are usually highest in the quarter ending June 30 due to the seasonal demand for fertilizer.

Terra Nitrogen Company, L.P. is a leading manufacturer of nitrogen fertilizer products.

Information contained in this release, other than historical information, may be considered forward-looking. Forward-looking information reflects management’s current views of future events and financial performance that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include, but are not limited to, the following: changes in financial markets, general economic conditions within the agricultural industry, competitive factors and price changes (principally nitrogen fertilizer selling prices and natural gas costs), changes in product mix, changes in the seasonality of demand patterns, changes in weather conditions, changes in governmental regulations and other risks described in the “Factors That Affect Operating Performance” section of TNCLP’s current annual report.

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Note:  Terra Nitrogen Company, L.P. news announcements are also available on Terra Industries’ web site, www.terraindustries.com.

(Tables follow)

Terra Nitrogen Company, L.P.

Consolidated Statements of Income

(in thousands except per unit amounts)

(unaudited)

	Three Months Ended March 31,
	2003			2002
Product revenues	$	70,855		$	57,109
Other income		82			291
Total revenues		70,937			57,400
Cost of goods sold		72,660			49,798
Depreciation and amortization		3,301			3,268
Total cost of sales		75,961			53,066
Total gross profit (loss)		(5,024	)		4,334
Operating expenses		2,019			1,995
Interest expense—net		(10	)		103
Net income (loss)	$	(7,033	)	$	2,236
Earnings (loss) per limited partnership unit	$	(0.37	)	$	0.12

The amount of net income allocable to the Limited Partnership’s interest is based on the Partnership’s net income and the proportionate share of cash distributed to the Limited Partners and the General Partner.

Nitrogen Volumes and Prices

	2003			2002
Quarter	Sales Volumes (000 tons)	Average Unit Price (per ton)		Sales Volumes (000 tons)	Average Unit Price (per ton)
Ammonia	50	$	219	75	$	135
UAN	438		86	420		63
Urea	102		153	120		104

Terra Nitrogen Company, L.P.

Consolidated Balance Sheets

(in thousands)

(unaudited)

	March 31,
	2003		2002
Assets
Cash and cash equivalents	$	13,458	$	10
Accounts receivable		18,778		22,774
Inventories		43,863		43,393
Other current assets		2,745		11,030
Total current assets		78,844		77,207
Property, plant and equipment, net		123,616		133,631
Other assets		9,597		5,408
Total assets	$	212,057	$	216,246
Liabilities
Short-term note and current portion of long-term debt	$	56	$	2,762
Accounts payable and accrued liabilities		45,372		24,721
Total current liabilities		45,428		27,483
Long-term debt		8,319		8,200
Long-term payable to affiliates		5,316		5,316
Total liabilities		59,063		40,999
Partners’ equity		152,994		175,247
Total liabilities and partners’ equity	$	212,057	$	216,246