SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAILEY COLEY L

(Last)

(First)

(Middle)

600 FOURTH STREET

P.O. BOX 6000

(Street)

SIOUX CITY

51102-6000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TERRA NITROGEN CO L P /DE [ TNH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Unit	11/01/2007		J⁽¹⁾		2,281.603	A	$125.37	2,281.603	D
Phantom Unit	11/01/2007		J⁽¹⁾		2,281.603	D	$125.37	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Unit	$0.00⁽²⁾	07/22/2005		A		1,250		⁽³⁾	⁽³⁾	Common Unit	1,250	$29.8	1,250	D
Phantom Unit	$0.00⁽²⁾	08/24/2005		A		53.7		⁽⁴⁾	⁽⁴⁾	Phantom Unit	53.7	$33.75	1,303.7	D
Phantom Unit	$0.00⁽²⁾	11/23/2005		A		15.64		⁽⁴⁾	⁽⁴⁾	Phantom Unit	15.64	$25	1,319.34	D
Phantom Unit	$0.00⁽²⁾	06/01/2006		A		1,250		⁽³⁾	⁽³⁾	Phantom Unit	1,250	$21.26	2,569.34	D
Phantom Unit	$0.00⁽²⁾	08/25/2006		A		118.963		⁽⁴⁾	⁽⁴⁾	Phantom Unit	118.963	$19.87	2,688.303	D
Phantom Unit	$0.00⁽²⁾	11/27/2006		A		85.56		⁽⁴⁾	⁽⁴⁾	Phantom Unit	85.96	$31.42	2,773.863	D
Phantom Unit	$0.00⁽²⁾	02/27/2007		A		63.474		⁽⁴⁾	⁽⁴⁾	Phantom Unit	63.474	$42.39	2,837.337	D
Phantom Unit	$0.00⁽²⁾	05/29/2007		A		57.696		⁽⁴⁾	⁽⁴⁾	Phantom Unit	57.696	$82.39	2,895.033	D
Phantom Unit	$0.00⁽²⁾	06/01/2007		A		1,250		⁽³⁾	⁽³⁾	Phantom Unit	1,250	$86.6	4,145.033	D
Phantom Unit	$0.00⁽²⁾	08/27/2007		A		136.57		⁽⁴⁾	⁽⁴⁾	Phantom Unit	136.57	$91.05	4,281.603	D
Phantom Unit	$0.00⁽¹⁾	11/01/2007		J⁽¹⁾			2,281.603	⁽¹⁾	⁽¹⁾	Phantom Unit	2,281.603	$0.00	2,000	D

Explanation of Responses:

1. This transaction represents the reporting person's right, pursuant to a special transition rule under Section 409A of the Internal Revenue Code and to the award agreement with Company, to convert a portion of the reporting person's outstanding Phantom Unis which are part of his director deferred compensation in an amount equivalent to the NYSE closing price on the date of the reporting person's election times the number of Phantom Units elected to be converted. Cash equal to such value will be paid to the reporting person on January 15, 2008.

2. Phantom Units convert to the cash value of the Company's common units on a one-for-one basis.

3. These units represent deferred director's compensation under the Company's deferred compensation plan for outside directors. The units are settled in cash after the reporting person ceases to be a director of the Company.

4. These units represent cash distribution equivalents on deferred director's compensation under the Company's deferred compensation plan for outside directors. The units are settled in cash after the reporting person ceases to be a director of the Company.

Remarks:

	John W. Huey, By Power of Attorney for Coleman L. Bailey	11/05/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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