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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* TERRA NITROGEN CORP (Last) (First) (Middle) 600 FOURTH STREET P.O. BOX 6000 (Street) SIOUX CITY IA 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) Director 10% Owner Officer (give title below) X Other (specify below) General Partner
	3. Date of Earliest Transaction (Month/Day/Year) 09/01/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Units	09/01/2005		A(1)		184,072	A	$0(2)	184,072	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On 9/1/05 the reporting person ceased to be the general partner of the issuer pursuant to a restructuring of the issuer's general partner interest. in connection with the restructuring, the existing general partner interterest was changed into 4,720 General Partner Units of the issuer ("GP Units") and 184,072 Class B Common Units of the Issuer ("Class B Common Units"). Pursuant to the restructuring, Terra Nitrogen GP Inc. acquired the GP Units and became the issuer's new general partner and the reporting person acquired the Class B Common Units. Additional information on the issuer's restructuring is set forth in the issuer's Form 8-K filed in connection with the restructuring as of a recent date hereof

2. As described in footnote 1, the Class B Common Units were acquired by the reporting person in connection with a restructuring of the issuer's general partner interest previously held by the reporting. Additional information on the issuer's restructuring is set forth in the issuer's Form 8-K filed in connection with the restructuring as of a recent date hereof.

Remarks:

	Mark A. Kalafut, Vice President, General Counsel and Corporate Secretary	09/06/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.