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 27, 2006

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)

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 27, 2006 Terra Nitrogen Company, L.P. issued a press release setting forth Terra Nitrogen Company, L.P.’s second 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 July 27, 2006 reporting second 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: July 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 second quarter results;
declares cash distribution

Sioux City, Iowa (July 27, 2006)—Terra Nitrogen Company, L.P. (TNCLP) (NYSE: TNH) today reported net income of $17.4 million, or $.92 per limited partnership unit, on revenues of $119.2 million for the second quarter ended June 30, 2006. This compares with net income of $29.4 million, or $1.56 per unit, on revenues of $120.2 million for the 2005 second quarter. For the 2006 first half, TNCLP’s net income was $14.9 million, or $.79 per unit, on revenues of $214.6 million, compared to net income of $46.6 million, or $2.47 per unit, on revenues of $226.1 million for the 2005 first half.

TNCLP also announced a cash distribution for the quarter ended June 30, 2006, of $.92 per limited partnership unit payable August 25, 2006, to holders of record as of August 9, 2006.

Analysis of results
The profit decline from the 2005 second quarter was mainly due to lower nitrogen solutions selling prices and higher natural gas costs. As compared to the prior year, lower average selling prices and higher natural gas costs reduced 2006 second quarter earnings $6.0 million and $7.3 million, respectively. Forward natural gas purchase contracts increased 2006 second quarter costs by approximately $1.6 million compared to a cost decrease of $1.0 million in the 2005 second quarter.

Ammonia and nitrogen solutions selling prices for the 2006 second quarter were 22 percent higher and 12 percent lower, respectively, than 2005 second quarter selling prices. The lower nitrogen solutions selling prices were due to uncertainty over the size of industry-wide inventories and lower overall fertilizer consumption levels.

TNCLP’s second quarter ammonia and nitrogen solutions sales volumes were 9 percent lower and 5 percent higher, respectively, than those of the 2005 second quarter.

The decline in TNCLP’s first half net income was due to higher natural gas costs and lower sales volumes, partially offset by higher product selling prices. The lower sales volumes were mainly due to fewer planted corn acres and reduced fertilizer application rates. Some growers may have reduced their application rates because of high fertilizer and energy costs and relatively low corn prices when they made cropping decisions. TNCLP’s natural gas unit costs for the 2006 first half were 27 percent higher

than those incurred in the 2005 first half. Forward natural gas purchase contracts increased 2006 first half costs by approximately $21.5 million compared to a cost increase of $2.3 million in the 2005 first half.

Forward natural gas position
TNCLP’s forward purchase contracts at June 30, 2006, fixed prices for about 20 percent of its next 12 months’ natural gas requirements at about $4.2 million above the published forward market prices at that date.

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						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Product revenues	$	119,109		$	119,971		$	214,587		$	225,713
Other income		42			186			21			347
Total revenues		119,151			120,157			214,608			226,060
Cost of goods sold		96,572			85,099			189,547			167,655
Depreciation and amortization		3,533			3,855			6,668			7,900
Total cost of sales		100,105			88,954			196,215			175,555
Total gross profit		19,046			31,203			18,393			50,505
Operating expenses		2,027			1,891			4,065			4,169
Interest expenses—net		(346	)		(126	)		(600	)		(308	)
Net income	$	17,365		$	29,438		$	14,928		$	46,644
Earnings per limited partnership unit	$	0.92		$	1.56		$	0.79		$	2.47

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
Quarter	Volumes		Unit Price*		Volumes		Unit Price*
	(000 tons)		($/ton)		(000 tons)		($/ton)
Ammonia		68		381		75		313
UAN		571		141		542		160

	2006				2005
	Sales		Average		Sales		Average
First half	Volumes		Unit Price*		Volumes		Unit Price*
	(000 tons)		($/ton)		(000 tons)		($/ton)
Ammonia		120		394		161		306
UAN		998		146		1,077		146

• After deducting outbound freight costs.

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

	June 30,
	2006		2005
ASSETS
Cash and cash equivalents	$	33,110	$	27,668
Demand deposit with affiliate		7,469		14,756
Accounts receivable		31,340		29,277
Inventories		27,362		25,722
Other current assets		1,350		4,281
Total current assets		100,631		101,704
Property, plant and equipment, net		75,125		78,627
Other assets		7,467		11,965
Total assets	$	183,223	$	192,296
LIABILITIES
Short-term note and current portion of long-term debt	$	—	$	44
Accounts payable and accrued liabilities		24,456		14,244
Customer prepayments		7,138		2,381
Total current liabilities		31,594		16,669
Long-term debt		—		8,200
Other liabilities		289		128
Total liabilities		31,883		24,997
PARTNERS’ EQUITY		151,340		167,299
Total liabilities and partners’ equity	$	183,223	$	192,296