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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): ~~January~~April 142, 2004

Phosphate Resource Partners Limited Partnership
(Exact name of registrant as specified in its charter)

Delaware		1-9164	72-1067072
Delaware (State or other jurisdiction of incorporation)	1-9164 (Commission File Number)	72-1067072 (I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
	100 South Saunders Road Lake Forest, Illinois 60045 (847) 739-1200

~~100 South Saunders Road Lake Forest, Illinois 60045~~ (~~847) 739-1200 (~~Address and telephone number, including area code, of principal executive offices)

~~Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE~~**********************************************

OnItem ~~January 15, 2004, we issued a joint press release with IMC Global Inc~~5. ~~(NYSE:~~Other ~~IGL)~~Events ~~announcing~~and ~~that~~Required ~~the~~FD ~~Board of Directors of IMC Global has authorized the management of IMC Global to communicate a proposal to us to acquire all of our publicly held units~~Disclosure. Under the proposal, each of our publicly held units would be converted into 0.2 shares of IMC common stock. Please see Exhibit 99.1 for a copy of the press release, which is incorporated herein by reference.

~~Item~~On 7.April ~~FINANCIAL~~2, ~~STATEMENTS~~2004, ~~PRO~~a ~~FORMA~~term ~~FINANCIAL~~sheet ~~INFORMATION~~was ~~AND~~signed ~~EXHIBITS~~to settle two class-action lawsuits filed in 2001 against Agrico Chemical Company, a subsidiary of Phosphate Resource Partners Limited Partnership (PLP), and unrelated defendants, including ConocoPhillips, regarding a former Agrico fertilizer plant in Pensacola, Florida.

The term sheet provides that the defendants collectively will pay a total of $65 million to class members in Pensacola to address concerns regarding impacts to property and an additional $3.5 million to fund a voluntary medical monitoring program. The defendants also will reimburse plaintiff attorneys' fees and costs, once those have been requested from and approved by a Florida Circuit Court (cCircuit Court) ~~Exhibits~~. The parties have begun drafting definitive agreements reflecting the settlement terms, which must still be approved by the Circuit Court. As such, the full terms of the settlement are not yet final.

Exhibit Number		Description
99.1		Press Release, dated January 15, 2004, “IMC Global Board of Directors Approves Making Proposal to Phosphate Resource Partners Limited Partnership Unitholders to Acquire all Publicly Held Units”

The settlement payment is expected to negatively impact PLP's 2004 first quarter results by an estimated 10 cents per unit.

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~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

Phosphate Resource Partners Limited Partnership By: PRP-GP LLC Its Administrative Managing General Partner ~~/s/~~Robert JM. ~~Reid~~Qualls ~~Porter~~Robert JM. ~~Reid~~Qualls ~~Porter~~Vice ~~Chairman,~~ President and Chief ~~Executive~~Financial Officer

Date: April ~~January 16~~12, 2004

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated January 15, 2004, “IMC Global Board of Directors Approves Making Proposal to Phosphate Resource Partners Limited Partnership Unitholders to Acquire all Publicly Held Units”

Filing Compare · PHOSPHATE ACQUISITION PARTNERS L.P.