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 26, 2007

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))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

          On April 26, 2007, Terra Nitrogen Company, L.P. issued a press release setting forth Terra Nitrogen Company, L.P.’s first quarter 2007 earnings and announcing a cash distribution for the quarter. 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 26, 2007 reporting first quarter results and announcing a cash distribution.

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/ John W. Huey
John W. Huey Vice President, General Counsel and Corporate Secretary

Date: April 26, 2007

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;
declares cash distribution

Sioux City, Iowa (April 26, 2007)—Terra Nitrogen Company, L.P. (TNCLP) (NYSE: TNH) today reported net income of $35.3 million, or $1.87 per limited partnership unit, on revenues of $128.2 million for the first quarter ended March 31, 2007. This compares with a net loss of $2.4 million, or $.13 per unit, on revenues of $95.5 million for the 2006 first quarter.

TNCLP also announced a cash distribution for the quarter ended March 31, 2007, of $1.57 per limited partnership unit payable May 29, 2007, to holders of record as of May 10, 2007.

Analysis of results

The first quarter earnings improvement over last year was due to higher sales volumes and lower natural gas costs, partially offset by lower ammonia selling prices. The 2006 first quarter was affected by market disruptions caused by unprecedented natural gas costs as the result of late 2005 hurricanes.

TNCLP’s 2007 first quarter ammonia and nitrogen solutions sales volumes were 35 and 34 percent higher, respectively, than those of the 2006 first quarter. The improvement in 2007 sales volumes was due primarily to robust demand, driven in part by strong corn prices and futures.

TNCLP’s natural gas unit costs for the 2007 first quarter were 34 percent lower than those incurred in the 2006 first quarter. Forward natural gas purchase contracts had a nominal effect on 2007 costs compared to a 2006 cost increase of $20.0 million.

Ammonia and nitrogen solutions selling prices for the 2007 first quarter were 13 percent lower and 4 percent higher, respectively, than 2006 first quarter selling prices.

Forward natural gas position

TNCLP’s forward purchase contracts at March 31, 2007, fixed prices for about 16 percent of its next 12 months’ natural gas requirements at $1.6 million below published forward markets 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
	March 31,
	2007			2006
Product revenues	$	127,852		$	95,478
Other income		305			(21	)
Total revenues		128,157			95,457
Cost of goods sold		90,770			96,110
Total gross profit		37,387			(653	)
Operating expenses		3,178			2,038
Interest expenses—net		(1,121	)		(254	)
Net income (loss)	$	35,330		$	(2,437	)
Earnings (loss) per limited partnership unit	$	1.87		$	(0.13	)

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

	2007				2006
	Sales		Average		Sales		Average
	Volumes		Unit Price		Volumes		Unit Price
Quarter	(000 tons)		(per ton)1		(000 tons)		(per ton) 1
Ammonia		69	$	356		51	$	411
Nitrogen Solutions		574	$	159		427	$	153

Natural Gas Costs/MMBtu²

Three Months Ended
March 31,
2007		2006
$	6.39	$	9.75

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,
	2007		2006
ASSETS
Cash and cash equivalents	$	99,820	$	47,854
Accounts receivable		36,009		14,249
Inventories		33,665		45,852
Other current assets		5,275		3,930
Total current assets		174,769		111,885
Property, plant and equipment, net		73,234		74,849
Other assets		14,408		9,048
Total assets	$	262,411	$	195,782
LIABILITIES
Accounts payable and accrued liabilities		38,048		24,785
Customer prepayments		56,586		32,986
Total current liabilities		94,634		57,771
Other liabilities		495		140
Total liabilities		95,129		57,911
PARTNERS’ EQUITY		167,282		137,871
Total liabilities and partners’ equity	$	262,411	$	195,782