***************************************************

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

FORM 8-K ~~CURRENT REPORT~~

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~Date of Report (date of earliest event reported): October 23, 2003~~

Date ~~Phosphate~~of ~~Resource~~Report ~~Partners Limited Partnership~~ (~~Exact~~date ~~name~~ of ~~Registrant~~earliest asevent ~~specified~~reported): inJanuary ~~its~~14, ~~charter)~~ 2004

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

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

(Address and telephone number, including area code, of Registrant's principal executive offices)

Delaware		1-9164		72-1067072
(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 (Address and telephone number, including area code, of principal executive offices)

Item 75. ~~Financial~~ ~~Statements~~OTHER ~~and~~EVENTS ~~Exhibits.~~AND REGULATION FD DISCLOSURE

~~The~~On ~~exhibit~~January ~~listed~~15, in2004, we issued a joint press release with IMC Global Inc. (NYSE: IGL) announcing that the ~~Exhibit~~Board ~~Index~~of ~~hereto~~Directors isof ~~furnished~~IMC asGlobal ahas authorized ~~part~~the management of ~~this~~IMC ~~report~~Global ~~pursuant~~to communicate a proposal to us to acquire all of our publicly held units. Under the ~~requirements~~proposal, each of ~~Item~~our 12publicly held units would be converted into 0.2 shares of ~~Form~~IMC ~~8-K~~common stock. Please see Exhibit 99.1 for a copy of the press release, which is incorporated herein by reference.

Item 127. ~~Results~~ ofFINANCIAL ~~Operations~~STATEMENTS, ~~and~~PRO ~~Financial~~FORMA ~~Condition.~~FINANCIAL INFORMATION AND EXHIBITS

~~On October 23, 2003, the Company issued the press release attached as Exhibit 99 hereto reporting, among other things, preliminary results for its fiscal quarter ended September 30, 2003.~~(c) Exhibits

*****************************

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”

~~SIGNATURES~~2

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

~~Phosphate~~Pursuant ~~Resource~~to ~~Partners~~the ~~Limited~~requirements ~~Partnership~~of ~~By:~~the Securities ~~PRP-GP~~Exchange ~~LLC~~Act ~~It's~~of ~~Administrative~~1934, ~~Managing~~the ~~General~~Registrant ~~Partner~~has J.duly ~~Reid~~caused ~~Porter~~this J.report ~~Reid~~to be ~~Porter~~signed ~~Chairman,~~on ~~President~~its ~~and~~behalf ~~Chief~~by ~~Executive~~the ~~Officer~~undersigned ~~(on~~thereunto ~~behalf~~duly ~~of the Registrant)~~authorized.

~~Date~~Phosphate Resource Partners Limited Partnership By: ~~October~~ 30PRP-GP LLC Its Administrative Managing General Partner /s/ J. Reid Porter J. Reid Porter Chairman, ~~2003~~President and Chief Executive Officer

~~Exhibit~~Date: ~~Index~~January 16, 2004

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
99	Press release issued October 23, 2003		X

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.