SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Terra Industries Inc.

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

880915103

(CUSIP Number)

Douglas C. Barnard

Vice President, General Counsel, and Secretary

CF Industries Holdings, Inc.

4 Parkway North, Suite 400

Deerfield, Illinois 60015

Telephone: (847) 405-2400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Brian W. Duwe

Richard C. Witzel, Jr.

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

November 13, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 880915103						13D	Page 2 of 8 Pages
	1	Names of Reporting Persons CF Industries Holdings, Inc.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 6,986,048
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 6,986,048
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,986,048
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 7.0%(1)
	14	Type of Reporting Person (See Instructions) HC, CO

(1) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

CUSIP No. 880915103						13D	Page 3 of 8 Pages
	1	Names of Reporting Persons CF Industries, Inc.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 6,986,048
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 6,986,048
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,986,048
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 7.0%(2)
	14	Type of Reporting Person (See Instructions) CO

(2) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

CUSIP No. 880915103						13D	Page 4 of 8 Pages
	1	Names of Reporting Persons CF Composite, Inc.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 6,986,048
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 6,986,048
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,986,048
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 7.0%(3)
	14	Type of Reporting Person (See Instructions) CO

(3) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

CUSIP No. 880915103 13D Page 5 of 8 Pages

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2009 (the “Original Statement”), as amended by Amendment No. 1 filed with the SEC on November 3, 2009 (the Original Statement and such amendment, together with this Amendment No. 2, are collectively referred to herein as the “Statement”), by CF Industries Holdings, Inc., a Delaware corporation (“CF Holdings”), CF Industries, Inc., a Delaware corporation and wholly-owned subsidiary of CF Holdings (“CF Industries”), and CF Composite, Inc., a New York corporation and wholly-owned subsidiary of CF Industries (“CF Composite” and, together with CF Holdings and CF Industries, the “Reporting Persons”).  Except as set forth in this Amendment No. 2, all information set forth in the Statement remains unchanged and capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Original Statement.

Item 4.Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented by adding the following at the end of the section entitled “CF Holdings’ Proposals and Actions Related to a Business Combination with the Company”:

On November 3, 2009, the Company issued a press release indicating that the Board had rejected CF Holdings’ revised proposal to acquire the Company for consideration per Company Share of 0.1034 CF Shares and $32.00 in cash (including the $7.50 per Company Share special dividend declared by the Company on October 29, 2009).

On November 13, 2009, CF Holdings delivered a letter to the Board stating CF Holdings’ understanding that, under Maryland law, if the Nominees are elected at the 2009 Annual Meeting, the Board could re-appoint the directors replaced by the Nominees.  The letter also stated that if the Board decided to take such action in the exercise of its fiduciary duties (without disenfranchising stockholders through increasing the size of the Board beyond what would result from reappointing those directors), CF Holdings would not be in a position to object.  A copy of CF Holdings’ letter to the Board, dated November 13, 2009, is filed as Exhibit 12 hereto and incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented by adding the following Exhibit:

Exhibit 12 Letter, dated November 13, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

CUSIP No. 880915103 13D Page 6 of 8 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  November 13, 2009

CF INDUSTRIES HOLDINGS, INC.
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President, General Counsel, and Secretary
CF INDUSTRIES, INC.
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President, General Counsel, and Secretary
CF COMPOSITE, INC.
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Director, Vice President, and Secretary

CUSIP No. 880915103 13D Page 7 of 8 Pages

EXHIBIT INDEX

Exhibit Number	Exhibit Name
Exhibit 1	Letter Proposal, dated January 15, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)
Exhibit 2	Letter Proposal, dated March 9, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)
Exhibit 3	Letter Proposal, dated March 23, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)
Exhibit 4	Letter Proposal, dated August 5, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)
Exhibit 5	Form of Agreement and Plan of Merger, to be entered into among CF Industries Holdings, Inc., Composite Merger Corporation and Terra Industries Inc. (1)
Exhibit 6	Credit Agreement, dated as of August 16, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K, filed with the SEC on August 19, 2005, File No. 001-32597)
Exhibit 7	First Amendment to Credit Agreement, dated as of September 5, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.24 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)
Exhibit 8	Second Amendment to Credit Agreement, dated as of July 31, 2007, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.25 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)
Exhibit 9	Joint Filing Agreement, dated as of September 28, 2009, by and among CF Industries Holdings, Inc., CF Industries, Inc. and CF Composite, Inc. (1)
Exhibit 10	Letter Proposal, dated November 1, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (2)
Exhibit 11	Commitment Letter, dated November 1, 2009, between CF Industries Holdings, Inc. and Morgan Stanley Senior Funding, Inc. (2)
Exhibit 12	Letter, dated November 13, 2009, from CF Industries Holdings, Inc. to Terra

CUSIP No. 880915103 13D Page 8 of 8 Pages

Industries Inc.

(1) Previously filed as an Exhibit to the Original Statement.

(2) Previously filed as an Exhibit to Amendment No. 1 to the Original Statement, filed with the SEC on November 3, 2009.

EX-99.12

Exhibit 12

	CF Industries Holdings, Inc.
	4 Parkway North, Suite 400
	Deerfield, Illinois 60015-2590
	847-405-2400
	www.cfindustries.com

November 13, 2009

Board of Directors

Terra Industries Inc.

Terra Centre

600 Fourth Street

P.O. Box 6000

Sioux City, Iowa 51102-6000

Attention:Henry R. Slack, Chairman of the Board

Michael L. Bennett, President and Chief Executive Officer

Dear Members of the Board:

A week from now the Terra stockholders will have the opportunity to show their support of CF Industries’ acquisition of Terra Industries.  We are confident Terra stockholders will show their support for our proposal.

We appreciate that during the proxy contest, neither of us has attacked the integrity or qualifications of the other party’s nominees.  The focus has all been about stockholder value.

We have great respect for the Terra directors who are up for election next week.  Nevertheless, we believe that stockholders should be able to show their support for our offer by voting to replace those directors.  We understand that, under Maryland law, the Terra Board of Directors could re-appoint those directors to the Terra Board.  If the Terra Board decided to take such action in the exercise of its fiduciary duties (without disenfranchising stockholders through increasing the size of the Board beyond what would result from reappointing those directors), we would not be in a position to object.

We believe the time has come to put these two great companies together.

Sincerely,

/s/ Stephen R. Wilson

Stephen R. Wilson

Chairman, President and Chief Executive Officer

CF Industries Holdings, Inc.