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

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): October 1 15, 2004

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware	1-9164		72-1067072
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)


100 South Saunders Road Suite 300 Lake Forest, Illinois		60045
(Address of principal executive offices)		(Zip Code)

Registrant'’s telephone number, including area code: (847) 739-1200

Not Applicable ~~(Former Name or Former Address, if Changed Since Last Report)~~

(Former Name or Former Address, if Changed Since Last Report)

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 ~~Item~~pursuant ~~8.01. Other~~to ~~Events~~Rule 425 under the Securities Act (17 CFR 230. 425)

Ono Soliciting material ~~October 1,~~pursuant ~~2004,~~to ~~the~~Rule ~~registrant~~14a-12 ~~issued~~under the ~~press~~Exchange ~~release~~Act ~~attached~~(17 ~~hereto~~CFR ~~as Exhibit 99~~240. 14a-12)

o Pre-commencement communications ~~Item~~pursuant ~~9.01. Financial~~to ~~Statements~~Rule ~~and~~14d-2(b) ~~Exhibits~~under the Exchange Act (17 CFR 240. 14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) ~~Exhibits.~~ under the Exchange Act (17 CFR 240.13e-4(c))

~~The Exhibits~~Item to2.02. ~~this~~Results ~~Report~~of ~~are~~Operations ~~listed~~and inFinancial ~~the Exhibit Index hereto~~Condition.

2On October 15, 2004, the registrant issued the press release attached hereto as Exhibit 99.

Item 9.01. ~~SIGNATURES~~ Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~(c) Exhibits.

~~PHOSPHATE~~The ~~RESOURCE~~Exhibits ~~PARTNERS~~to ~~LIMITED~~this Report ~~PARTNERSHIP~~are ~~By:~~listed ~~PRP-GP~~in ~~LLC~~the ~~Its~~Exhibit ~~Administrative~~Index ~~Managing General Partner By: /s/ J~~hereto. ~~REID PORTER J. Reid Porter Chairman, President and Chief Executive Officer~~

~~Date: October 1, 2004~~ 2

3SIGNATURES

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

Exhibit Number		Description of Exhibit
	PHOSPHATE RESOURCE PARTNERS
99		Press release issued October 1, 2004
	LIMITED PARTNERSHIP
	By:	PRP-GP LLC
		Its Administrative Managing General Partner
	By:	/s/ J. Reid Porter
		J. Reid Porter
		Chairman, President and Chief Executive Officer
Date: October 15, 2004

~~QuickLinks~~EXHIBIT INDEX

Exhibit Number		Description of Exhibit

99		Press release issued October 15, 2004

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