8-K

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): January 14, 2005

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-32327	20-0891589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12800 Whitewater Drive Minnetonka, Minnesota	55343
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (952) 984-0316

Not applicable

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 7.01. Regulation FD Disclosure.

The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing:

Furnished herewith as Exhibit 99.1 and incorporated by reference herein is the text of The Mosaic Company’s announcement that its quarterly report on Form 10-Q for the quarter ended November 30, 2004 would be filed late pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as presented in a press release issued on January 14, 2005.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

The following exhibit is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing:

99.1 Press release, dated January 14, 2005, of The Mosaic Company.

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.

	THE MOSAIC COMPANY
Date: January 14, 2005	By:	/s/ Richard L. Mack
	Name:	Richard L. Mack
	Title:	Senior Vice President, General
		Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated January 14, 2005, of The Mosaic Company.

EX-99.1

Exhibit 99.1

12800 Whitewater Drive
Minnetonka, Minnesota 55343 Tel 800.918.8270
Fax 952.984.0034

Press Release www.mosaicco.com

MEDIA CONTACT:	Linda Thrasher, 952.984.0350
INVESTOR CONTACT:	Douglas Hoadley, 952.984.0234

THE MOSAIC COMPANY UPDATES

STATUS OF FORM 10-Q FILING

MINNETONKA, MN, January 14, 2005 – The Mosaic Company (NYSE: MOS) announced that it will file later today a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission delaying the filing of its Form 10-Q report for the fiscal quarter ended November 30, 2004. The Company said that it intends to file its Form 10-Q on January 19, 2005 instead of today’s due date because additional time was needed to complete a review of a technical tax accounting issue in its Brazilian operations and to finalize additional footnote information relating to debt guarantees recently issued by the Company and certain of its subsidiaries.

Based on the analysis performed to date, the Company believes its review will likely result in a modest increase in the first half net income that the Company announced on January 6, 2005 when it reported preliminary results for its fiscal second quarter.

About The Mosaic Company

The Mosaic Company is one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients. For the global agriculture industry, Mosaic is a single source for phosphates, potash, nitrogen fertilizers and feed ingredients. More information on the company is available at www.mosaicco.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the results of the review of the technical tax accounting issue in its Brazilian operations, future financial and operating results, the predictability of fertilizer markets and raw material markets subject to competitive market pressures, changes in foreign currency and exchange rates, international trade risks including, but not limited to, changes in policy by foreign governments and changes in environmental and other governmental regulation. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

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