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): April 1215, 2010

TERRA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Maryland	1-8520	52-1145429
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

Terra Centre

600 Fourth Street, P.O. Box 6000

Sioux City, Iowa

51102-6000

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (712) 277-1340

(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:

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 21.02 ~~RESULTS~~TERMINATION OF ~~OPERATIONS~~A ~~AND~~MATERIAL ~~FINANCIAL~~DEFINITIVE ~~CONDITION~~AGREEMENT

On April 1215, 2010, wein connection ~~made~~with the Merger (as defined below), Terra Capital, Inc. (“Terra ~~available~~Capital”), ~~certain~~an ~~preliminary~~indirect, ~~financial~~wholly-owned ~~information~~subsidiary ~~and~~of ~~operating~~Terra ~~data~~Industries Inc. (“Terra”), ~~underlying~~elected ~~our~~to ~~results~~(1) call for redemption all of ~~operations~~its outstanding 7. ~~Information~~75% Senior ~~regarding~~Notes ~~preliminary~~due ~~financial~~2019 ~~results~~(the ~~for~~“Notes”) ~~our~~on ~~fiscal~~May 17, ~~quarter~~2010 ~~ended~~(the ~~March~~“Redemption Date”), and instructed U.S. Bank, National Association, as trustee (the “Trustee”), to provide holders of the Notes with a notice of redemption in accordance with the terms of the Indenture, dated as of October 3126, 2009, as amended (the “Indenture”), among Terra Capital, the guarantors party thereto and the Trustee, governing the Notes; and (2) satisfy and discharge the Indenture. As of April 15, 2010, the aggregate outstanding principal amount of the Notes was approximately $600 million. The redemption price for the Notes is ~~set~~100% ~~forth~~of ~~below:~~their principal amount, plus any accrued and unpaid interest to the Redemption Date, plus a “make-whole” premium based on a discount rate equal to the yield on a comparable U.S. Treasury Security plus 50 basis points.

~~Recent Developments~~ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

~~Although~~On ~~our~~April 15, 2010, ~~financial~~pursuant ~~statements~~to ~~for~~ the ~~quarter~~previously ~~ended~~disclosed Agreement and Plan of Merger, dated March 3112, 2010 ~~are~~(the ~~not~~“Merger ~~yet complete~~Agreement”), ~~certain~~by ~~preliminary~~and ~~financial~~among ~~information~~CF ~~and~~Industries ~~operating~~Holdings, Inc. ~~data underlying~~(“CF”), ~~our~~Composite ~~results~~Merger ofCorporation, ~~operations~~an ~~are~~indirect, ~~available.~~wholly-owned ~~The~~subsidiary ~~following~~of ~~financial~~CF ~~information~~(“CF Sub”), and ~~operating~~Terra, ~~data~~CF iscompleted ~~not~~its aacquisition ~~comprehensive~~of ~~statement~~Terra. ofThe transaction was consummated through an exchange offer (the ~~financial~~“Offer”) ~~results~~by CF Sub pursuant to which ~~for~~CF Sub offered to exchange each outstanding common share of Terra, ~~Industries~~without ~~Inc.~~par value (the “Terra Common Shares”), for the ~~quarter~~“Per ~~ended~~Share ~~March 31~~Consideration”, ~~2010~~which is equal to (i) $37.15 in cash, less any applicable withholding taxes and without ~~has~~interest, ~~not~~and ~~been~~(ii) 0.0953 ~~reviewed~~of ora ~~audited~~share byof ~~Terra’s~~common ~~independent~~stock, ~~registered~~par ~~public~~value ~~accounting firm~~$0.01 ~~The~~per ~~final~~share, ~~financial~~of ~~results~~CF ~~for~~(together with the ~~quarter~~associated ~~ended~~preferred stock purchase ~~March 31,~~rights) ~~2010~~(the ~~may~~“CF ~~vary~~Common ~~from~~Stock”), ~~our~~upon ~~expectations~~the terms and ~~may~~subject beto ~~materially~~the conditions ~~different~~set ~~from~~forth in (a) the ~~preliminary~~Prospectus/Offer ~~financial~~to ~~information~~Exchange, dated April 2, 2010 (the “Exchange Offer”), and ~~operating~~(b) the ~~data~~related Letter of Transmittal ~~provided~~(which, ~~below~~together aswith the ~~quarterly~~Exchange ~~financial~~Offer ~~statement~~and ~~close~~any ~~process~~amendments isor ~~not~~supplements ~~complete~~thereto ~~and~~from ~~additional~~time ~~developments~~to ~~and~~time, ~~adjustments~~constitute ~~may~~the ~~arise~~“Offer”), ~~between~~followed ~~now~~by ~~and~~the merger of CF Sub with and into the ~~time~~Terra (the ~~financial~~“Merger”), ~~results~~with ~~for~~Terra ~~this~~surviving ~~period~~as ~~are~~an indirect, ~~finalized~~wholly-owned subsidiary of CF. ~~Accordingly~~As a result of the Merger, ~~you~~all Terra ~~should~~Common Shares not ~~place~~tendered ~~undue~~in ~~reliance~~the onOffer ~~the~~(except ~~following~~for ~~financial~~Terra ~~information~~Common ~~and~~Shares held by ~~operating~~CF, ~~data~~CF Sub, Terra or any wholly-owned subsidiary of CF or Terra) were converted into the right to receive the same Per Share Consideration paid in the Offer.

~~Management~~ITEM ~~currently expects Terra’s 2010 first quarter revenues to be approximately $409 million, approximately 3% lower than Terra’s 2009 first quarter revenues of $420 million~~2.04 ~~This~~TRIGGERING ~~decline~~EVENTS isTHAT ~~primarily~~ACCELERATE ~~due~~OR toINCREASE ~~lower~~A ~~selling~~DIRECT ~~prices~~FINANCIAL ~~for~~OBLIGATION ~~ammonia,~~OR ~~UAN and~~ AN. ~~The~~OBLIGATION ~~prior~~UNDER year first quarter selling price benefited from the orders that were previously committed to under higher prices during 2008. The decline in selling prices was partially offset by an increase in UAN and AN ~~sales volume~~OFF-BALANCE ofSHEET 34% and 76%, respectively. For the first quarter, natural gas unit costs, net of forward pricing gains and losses, decreased by approximately 27% from $7.37 per MMBtu in 2009 to $5.39 per MMBtu in 2010.ARRANGEMENT

~~Set~~The ~~forth~~information ~~below~~contained ~~is summary~~in ~~operating~~Item ~~data~~1.02 ~~for~~of ~~Terra~~this ~~based~~Current Report on ~~management’s~~Form 8-K ~~current~~is ~~expectations~~incorporated ~~for~~by ~~the~~reference ~~quarters~~into ~~ended~~this ~~March~~Item ~~31, 2010 and 2009:~~2.04.

	Three Months Ended March 31,
	2010		2009		2010 v. 2009
	(in millions, except as noted)
Total revenues	$	409	$	420	$	(11	)
Tons of product sold (000s)	1,589		1,251		338
Sales volume by product (000s)
Ammonia	374		381		(7		)
Urea	82		77		5
UAN(1)	837		625		212
Other nitrogen products	296		168		128
Average selling price per ton by product(2)
Ammonia	$	314	$	336	$	(22	)
Urea	325		322		3
UAN(1)	184		282		(98		)
Other nitrogen products	193		267		(74		)
Cost of natural gas (per MMBtu)(3)	$	5.39	$	7.37	$	(1.98	)

ITEM 3.01

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LIST RULE OR STANDARD; TRANSFER OF LISTING

In connection with the closing of the Merger, Terra notified the New York Stock Exchange (1the “NYSE”) ~~Measured~~ on inApril 15, 2010 that Terra Common Shares were converted into the right ~~tons~~to receive the Per Share Consideration and requested that the NYSE effect a trading suspension of ~~UAN~~the ~~containing~~Terra ~~32%~~Common ~~nitrogen~~Shares. As bya ~~weight~~result, Terra Common Shares will cease trading on the NYSE at the close of business on April 15, 2010 and the NYSE will file with the Securities and Exchange Commission an application on Form 25 to report that the Terra Common Shares are no longer listed on the NYSE.

(2~~) After deducting outbound freight costs.~~

~~(3) Includes~~ITEM ~~all~~5.02 ~~transportation~~DEPARTURE ~~and~~OF ~~other logistical~~DIRECTORS ~~costs~~OR ~~and~~CERTAIN ~~any~~OFFICERS; ~~gains~~ELECTION orOF ~~losses~~DIRECTORS; onAPPOINTMENT ~~financial~~OF ~~derivatives~~CERTAIN ~~related~~OFFICERS; ~~to North~~COMPENSATORY ~~American~~ARRANGEMENTS ~~natural~~OF ~~gas~~CERTAIN ~~purchases.~~OFFICERS

2On April 15, 2010, at the effective time of the Merger and pursuant to the Merger Agreement, the following members of Terra’s Board of Directors vacated their positions as directors: Dod A. Fraser; Bert A. Frost, Wendy S. Jablow Spertus; Peter S. Janson; Phillip P. Koch, Henry R. Slack; Lynn F. White, and W. Anthony Will.

~~SIGNATURES~~ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

~~Pursuant~~As toa result of the ~~requirements~~Merger ofand in accordance with the ~~Securities~~Merger ~~Exchange~~Agreement, ~~Act~~the Bylaws of ~~1934,~~CF Sub in effect immediately prior to the ~~registrant~~merger ~~has~~became ~~duly~~the ~~caused~~Amended ~~this~~and Restated Bylaws of ~~report~~Terra. A copy of the Amended and Restated Bylaws is attached to bethis ~~signed~~Current Report on ~~its~~Form 8-K ~~behalf~~as byExhibit 3.1. Immediately following the ~~undersigned~~Merger, ~~hereunto~~the ~~duly~~charter ~~authorized~~of Terra was amended and restated. A copy of the Articles of Amendment and Restatement is attached to this Current Report on Form 8-K as Exhibit 3.2.

	TERRA INDUSTRIES INC.
	By:	/s/ Douglas C. Barnard
	Name: Douglas C. Barnard
	Title: Vice President and Secretary
Date: April 12, 2010

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

3(d) Exhibits.

Exhibit No.		Description of Exhibit

3.1		Amended and Restated Bylaws of Terra Industries Inc., effective as of April 15, 2010

3.2		Articles of Amendment and Restatement of Terra Industries Inc. filed with the State Department of Assessments and Taxation of Maryland on April 15, 2010, amending and restating the charter of Terra Industries Inc.

SIGNATURES

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.

	TERRA INDUSTRIES INC.

	By:	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President and Secretary

Date: April 15, 2010

EXHIBIT INDEX

Exhibit No.		Description

3.1		Amended and Restated Bylaws of Terra Industries Inc., effective as of April 15, 2010

3.2		Articles of Amendment and Restatement of Terra Industries Inc. filed with the State Department of Assessments and Taxation of Maryland on April 15, 2010, amending and restating the charter of Terra Industries Inc.

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