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): April 27, 2006

TERRA NITROGEN COMPANY, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-10877	73-1389684
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

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):

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

TABLE OF CONTENTS

Press Release

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

          On April 27, 2006 Terra Nitrogen Company, L.P. issued a press release setting forth Terra Nitrogen Company, L.P.’s first quarter 2006 earnings. A copy of the press release is furnished herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

99.1 Press Release issued April 27, 2006 reporting first quarter results.

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 GP Inc.

Its:     General Partner

/s/ Mark A. Kalafut Mark A. Kalafut

Vice President, General Counsel

and Corporate Secretary

Date: April 27, 2006

EX-99.1

Exhibit 99.1 Terra Nitrogen Company, L.P.
600 Fourth Street
P.O. Box 6000
Sioux City, IA 51102-6000
www.terraindustries.com

NEWS

For immediate release Contact: Joe A. Ewing
(712) 277-7305
jewing@terraindustries.com

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

Sioux City, Iowa (April 27, 2006)—Terra Nitrogen Company, L.P. (TNCLP) (NYSE: TNH) today reported a net loss of $2.4 million, or $.13 per limited partnership unit, on revenues of $95.5 million for the first quarter ended March 31, 2006. This compares with net income of $17.2 million, or $.91 per unit, on revenues of $105.9 million for the 2005 first quarter.

Analysis of results

The first quarter loss was due primarily to higher natural gas costs and lower sales volumes, partially offset by higher product selling prices.

TNCLP’s natural gas unit costs for the 2006 first quarter were 65 percent higher than those incurred in the 2005 first quarter. In addition, forward natural gas purchase contracts increased 2006 costs approximately $20.0 million compared to $4.0 million in 2005.

TNCLP’s first quarter ammonia and nitrogen solutions sales volumes were 41 and 21 percent lower, respectively, than those of the 2005 first quarter. The lower sales volumes were due primarily to growers’ deferral of nitrogen fertilizer purchases because of high energy costs and indecision over what crops to plant, and TNCLP’s customers’ hesitancy to stock high cost nitrogen fertilizers not covered by grower purchase commitments.

Ammonia and nitrogen solutions selling prices for the 2006 first quarter were 37 and 16 percent higher, respectively, than 2005 first quarter selling prices.

Forward natural gas position

TNCLP’s forward purchase contracts at March 31, 2006, fixed prices for about 10 percent of its next 12 months’ natural gas requirements at values that approximated published forward markets at that date.

Distribution

TNCLP announced that there would be no cash distribution for the quarter ended March 31, 2006. 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.

About TNCLP

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

Forward-looking statements

This news release may contain forward-looking statements, which involve inherent risks and uncertainties. Statements that are not historical facts, including statements about TNCLP’s beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements is set forth in TNCLP’s most recent report on Form 10-K and TNCLP’s other documents on file with the Securities and Exchange Commission. TNCLP undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

# # #

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

(Tables follow)

Terra Nitrogen Company, L.P.
Condensed Consolidated Statements of Income
(in thousands except per-unit amounts)
(unaudited)

	Three Months Ended
	March 31,
	2006			2005
Product revenues	$	95,478		$	105,742
Other income		(21	)		161
Total revenues		95,457			105,903
Cost of goods sold		92,975			82,554
Depreciation and amortization		3,135			4,045
Total cost of sales		96,110			86,599
Total gross profit		(653	)		19,304
Operating expenses		2,038			2,278
Interest expenses—net		(254	)		(180	)
Net income (loss)	$	(2,437	)	$	17,206
Earnings (loss) per limited partnership unit	$	(0.13	)	$	0.91

The amount of net income allocable to the Limited Partners’ 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

	2006				2005
	Sales		Average		Sales		Average
	Volumes		Unit Price		Volumes		Unit Price
	(000 tons)		(per ton)1		(000 tons)		(per ton) 1
Quarter
Ammonia		51	$	411		87	$	300
Nitrogen Solutions		427	$	153		535	$	132

Natural Gas Costs/MMBtu²

Three Months Ended
March 31,
2006		2005
$	9.75	$	5.91

1.	After deducting outbound freight costs.
2.	Including effect of forward natural gas position.

Terra Nitrogen Company, L.P.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

	March 31,
	2006		2005
ASSETS
Cash and cash equivalents	$	47,854	$	66,328
Demand deposit with affiliate		—		23,323
Accounts receivable		14,249		25,715
Inventories		45,852		20,126
Other current assets		3,930		12,391
Total current assets		111,885		147,883
Property, plant and equipment, net		74,849		79,918
Other assets		9,048		13,550
Total assets	$	195,782	$	241,351
LIABILITIES
Short-term note and current portion of long-term debt	$	—	$	59
Accounts payable and accrued liabilities		24,785		7,481
Customer prepayments		32,986		70,317
Total current liabilities		57,771		77,857
Long-term debt		—		8,200
Other liabilities		140		22
Total liabilities		57,911		86,079
PARTNERS’ EQUITY		137,871		155,272
Total liabilities and partners’ equity	$	195,782	$	241,351