POWER OF ATTORNEY





     KNOW ALL PERSONS BY THESE PRESENTS, that I, Paul Thompson, hereby

constitute and appoint Mark A. Kalafut and Debra J. Bliven, and each of them, my

true and lawful attorneys-in-fact and agents, with full power of substitution

and resubstitution for me and in my name, place and stead, to sign any reports

on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4

(Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual

Statement of Beneficial Ownership of Securities) relating to transactions by me

in Common Shares or other securities of Terra Industries Inc., and all

amendments thereto, and to file the same, with the Securities and Exchange

Commission and the appropriate securities exchange, granting unto said

attorneys-in-fact and agents, and each of them, or their substitutes, full power

and authority to do and perform each and every act and thing requisite or

necessary to be done in and about the premises, as fully to all intents and

purposes as I might or could do in person, hereby ratifying and confirming all

that said attorneys-in-fact and agents, and each of them, or their substitutes,

may lawfully do or cause to be done by virtue hereof. This Power of Attorney

shall be effective until such time as I deliver a written revocation thereof to

the above-named attorneys-in-fact and agents.









Dated:  December 23, 2004                   /s/ Paul Thompson

                                            ------------------------------------

                                            Paul Thompson