SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.   20549


                                     FORM 10-K/A


                         AMENDMENT TO APPLICATION OR REPORT
                    Filed pursuant to Section 12, 13 or 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934


                             IMC Fertilizer Group, Inc.
                 (Exact name of registrant as specified in charter)


                                   AMENDMENT NO. 2


          The undersigned registrant hereby amends the following items,
       financial statements, exhibits or other portions of its Annual Report
       on Form 10-K for the year ended June 30, 1993, as set forth in the
       pages attached hereto:


               PART II.

               Item 7.  Management's Discussion and Analysis of Financial
                        Condition and Results of Operations


          Pursuant to the requirements of the Securities Exchange Act of
       1934, the registrant has duly caused this amendment to be signed on its
       behalf by the undersigned, thereunto duly authorized.

                                             IMC Fertilizer Group, Inc.



                                             ROBERT C. BRAUNEKER
                                             ----------------------------
                                             Robert C. Brauneker
                                             Executive Vice President
                                             and Chief Financial Officer


       April 8, 1994


       Item 7.Management's Discussion and Analysis of Financial Condition and
              Results of Operations


       1993 vs. 1992
       -------------

           The Company incurred a net loss of $167.1 million, or $7.57 per
       share, in 1993.  This compares to a 1992 net loss of $74.6 million, or
       $3.38 per share.  Included in 1993 results was a one-time charge of
       $47.1 million, or $2.13 per share, for the cumulative effect on prior
       years of a change in accounting for postretirement benefits as a result
       of the adoption of Statement of Financial Accounting Standards (SFAS)
       No. 106, as of July 1, 1992.  1992 results included a one-time charge
       of $165.5 million, or $7.50 per share, for the cumulative effect on
       prior years of a change in accounting for income taxes as a result of
       the adoption of SFAS No. 109, as of July 1, 1991.

           Net sales in 1993 were $897.1 million, a 15 percent decrease from
       1992 when net sales were $1.059 billion.  The Company continued to
       experience severe price declines and decreased demand for its products
       throughout the year, particularly phosphate chemicals where prices fell
       to their lowest level in 20 years, due primarily to economic and
       political uncertainties in key foreign markets, especially China and
       India.  Information regarding sales by product line may be found on
       page 2 of this annual report.

           Fiscal 1993 results also included a pre-tax charge of $169.1
       million related to the settlement of litigation resulting from the May
       1991 explosion at a Sterlington, Louisiana, nitroparaffins plant owned
       by Angus Chemical Company but operated by the Company.  See Note 3 of
       Notes to Consolidated Financial Statements for further discussion of
       this matter.

           Also included in 1993 results was a pre-tax charge of $32.4 million
       related to the settlement of a dispute over an insurance claim
       receivable resulting from a water inflow at the Company's potash mines
       in Canada and a gain of $8.1 million from the resolution of a contract
       dispute with a major uranium oxide customer.  In 1992, operating
       results included a pre-tax gain of $34.2 million from the sale of the
       Company's ammonia production facility at Sterlington, Louisiana, and a
       charge of $5.3 million from the temporary shutdown and mothballing of
       the Company's uranium production facilities.  These items are included
       in the Consolidated Statement of Operations under "Other operating
       income and expense, net."  See Notes 4 and 7 of Notes to Consolidated
       Financial Statements for further discussion of these matters.

           Gross margins decreased $105 million from a year ago, primarily due
       to lower margins for phosphate chemicals ($53 million), phosphate rock
       ($19 million), and potash ($4 million).  Also affecting margins was the
       impact of the Company's decision to sell its ammonia business and,
       after the sales contracts which supported the facility expired, the
       temporary shutdown and mothballing of the Company's uranium oxide
       production facilities.  These actions resulted in lost margins for
       ammonia and uranium of $7 million and $21 million, respectively.

           Phosphate chemical margins were lower primarily as a result of a 21
       percent decrease in the price of DAP, the major product of the


       Company's phosphate chemical business and the product that indicates
       trends in phosphate chemical prices.  The DAP decrease, along with
       decreases in the other phosphate chemical products, accounted for a $75
       million decrease in margins.  Partially offsetting this decrease were
       lower overall production costs which decreased four percent, mainly due
       to lower raw material costs, ($17 million) and increased shipping
       volume ($5 million).  Phosphate rock margins decreased primarily due to
       lower shipping volume ($12 million) and a five percent increase in
       production costs ($7 million) primarily resulting from lower production
       volumes.  Potash margins were lower as a result of a two percent
       decrease in prices ($6 million), partially offset by a one percent
       reduction in production costs ($2 million).

           The Company continues to experience severe price declines and
       decreased demand for its products.  As a result of these conditions,
       the Company has idled indefinitely two of its phosphate rock mines and
       one of its phosphate chemical plants, and in July 1993, the newly
       formed joint venture partnership temporarily reduced phosphate chemical
       production by approximately 40 percent of capacity and reduced
       operations at its largest phosphate rock mine to reflect this reduction
       in phosphate chemical output.

           Administrative costs decreased $8 million principally as a result
       of reduced management compensation awards in 1993 ($4 million) and
       lower rent expense due to equipment leases which were cancelled and
       bought out in 1992 ($3 million).

           See Note 14 of Notes to Consolidated Financial Statements for
       information on income taxes.

           These conditions are expected to result in the Company reporting an
       operating loss for the first quarter of 1994, and without a substantial
       increase in product prices it is probable the Company will operate at a
       loss in 1994.


       1992 vs. 1991
       -------------

           In fiscal 1992, earnings totaled $90.9 million, or $4.12 per share,
       on average outstanding shares of 22.1 million.  This compares with 1991
       earnings of $95.8 million, or $3.85 per share, on average outstanding
       shares of 24.9 million.  Fiscal 1992 earnings are before the recording
       of a one-time charge of $165.5 million for the cumulative effect on
       prior years of a change in accounting for income taxes as a result of
       adopting SFAS No. 109 as of July 1, 1991.  The recording of that one-
       time charge resulted in a net loss of $74.6 million, or $3.38 per
       share, for the year ended June 30, 1992.

           Net sales in 1992 were $1.059 billion, a six percent decrease from
       fiscal 1991 when net sales were $1.131 billion.  Continued depressed
       prices, particularly for phosphate chemicals, was the primary reason
       for this decrease.  Information regarding sales by product line is
       included on page 2 of this annual report.

           Included in 1992 results was a pre-tax gain of $34.2 million from
       the sale of the Company's ammonia production facility in Sterlington,
       Louisiana.  1992 also included a charge of $5.3 million resulting from


       the temporary shutdown and mothballing of the Company's uranium
       production facilities.  In 1991, operating results included a pre-tax
       gain of $17.9 million from the sale of certain potash reserve interests
       in New Mexico.  These items are included in the Consolidated Statement
       of Operations under "Other operating income and expense, net."

           Gross margins decreased $11 million from 1991.  Major product lines
       contributing to this decrease were uranium, an $11 million decrease,
       and ammonia, a $7 million decrease.  Phosphate chemicals increased $5
       million while phosphate rock and potash only changed slightly from last
       year.

           Uranium margins decreased primarily from lower prices compared to
       1991 ($18 million) as the Company resumed shipping product to a major
       contract customer, at agreed upon lower prices, pending the resolution
       of a contract pricing dispute.  Partially offsetting this decrease was
       higher sales volume ($7 million), resulting from the resumption of such
       shipments.  On June 30, 1992, the Company's uranium contracts expired.
       Because the market price of uranium oxide did not justify continued
       operation of the uranium oxide production facilities, a temporary
       shutdown of these facilities took place.  Since the facilities are
       fully depreciated, the temporary shutdown is not expected to have a
       material impact on future operations, other than the loss of related
       margins.  In fiscal 1992, uranium contributed approximately $21 million
       to the Company's total margins.  Ammonia margins declined principally
       from lower sales volume, as a result of the sale of the ammonia
       production facility in February 1992.  Phosphate chemical margins
       increased as a result of significantly lower production costs ($43
       million), primarily due to favorable sulphur costs and the $4.4 million
       benefit of the extension of the estimated useful lives of the New Wales
       phosphate chemical assets (see Note 8 of Notes to Consolidated
       Financial Statements), largely offset by an eight percent decrease in
       the price of DAP, the major product in the Company's phosphate chemical
       business, and decreases in other phosphate chemical products ($38
       million). Phosphate rock margins reflected a modest one percent
       increase in prices ($7 million).  However, this improvement was totally
       offset by reduced sales volume.  Potash margins remained flat when
       favorable production costs ($3 million), reflecting lower water
       spending, were totally offset by lower sales volume.

           Administrative costs increased $3 million, primarily due to a
       reserve recorded for the cancellation and buy out of equipment leases.

           Interest earned and other non-operating income and expense was $5
       million worse as a result of the negative effects of foreign currency
       translation losses.

           Interest charges were $3 million higher than last year as a result
       of costs incurred on higher debt balances ($12 million), offset by
       higher capitalized interest ($9 million).

           See Note 14 of Notes to Consolidated Financial Statements for
       information on income taxes.


       Supply Contracts


           The Company purchases sulphur and ammonia (beginning in 1992 after
       the sale of its ammonia production facility) from third parties and
       sells phosphate rock and chemicals to third parties under contracts
       extending in some cases for multiple years.  Purchases and sales under
       these contracts are generally at prevailing market prices, except for
       certain phosphate rock sales which are at prices based on the Company's
       cost of production.  On July 1, 1993, these contracts were contributed
       to the joint venture partnership described on page 3.


                           CAPITAL RESOURCES AND LIQUIDITY

           The Company's primary sources of liquidity are cash provided by
       operating activities and financing activities.  Information on the
       Company's consolidated cash flows for the past three years may be found
       on the Consolidated Statement of Cash Flows on page 35 of this annual
       report.

           Working capital at June 30, 1993 was $195 million compared with $80
       million at June 30, 1992.  The increase was due primarily to the
       Company's settlement of an insurance claim receivable, the repurchase
       of previously sold receivables and net proceeds received from its
       Senior notes financing.  The working capital ratio at June 30, 1993 was
       1.8 to 1.  This compares to a ratio of 1.4 to 1 at June 30, 1992.

           The Company is highly leveraged.  Consolidated indebtedness
       increased to $926.7 million at June 30, 1993 from $642.8 million at
       June 30, 1992.  The ratio of the Company's indebtedness to total
       capitalization correspondingly increased to 68.3 percent at June 30,
       1993 from 51.1 percent at June 30, 1992.

           In June 1993, the Company restructured its long-term debt by
       issuing $135 million of 10.125% Senior notes due June 15, 2001 and $125
       million of 10.75% Senior notes due June 15, 2003.  Net proceeds from
       the issuance were used to retire $100 million of short-term notes,
       repurchase $50 million of receivable interests previously sold, and pay
       a $60.6 million installment on the Angus/IRI note discussed in Note 3
       of Notes to Consolidated Financial Statements.

           In April 1993, the then existing revolving credit agreement, with
       certain financial covenants of which the Company was not then in
       compliance, was cancelled.  In June 1993, the Company entered into an
       agreement with a group of banks to provide the Company with a new
       unsecured revolving credit facility (the Working Capital Facility)
       under which the Company can borrow up to $100 million for general
       corporate purposes until June 30, 1996.  At June 30, 1993, $38 million
       was drawn down in the form of standby letters of credit to support
       industrial revenue bonds.  Borrowings under the Working Capital
       Facility are limited to $25 million during a specified period in any
       year.  There were no other borrowings under the Working Capital
       Facility at June 30, 1993.

           The Senior notes, Working Capital Facility, and 11.25% Notes
       contain provisions which (i) restrict the Company's ability to make
       capital expenditures and dispose of assets, (ii) limit the payment of
       dividends or other distributions to shareholders, and (iii) prohibit
       the incurrence of additional indebtedness except for a proposed joint
       venture working capital facility in a principal amount up to $75


       million and other limited exceptions.  The Working Capital Facility and
       the 11.25% Note agreement, as recently amended, also contain financial
       ratios and tests which must be met with respect to interest coverage
       (increasing from .85 to 1.50 in 1994), fixed charge coverage
       (increasing from .15 to .80 in 1994), net worth (increasing from $325
       million to $335 million in 1994), total debt to capitalization
       (decreasing from 75 percent to 74 percent), and a current ratio of 1.2
       to 1.  At June 30, 1993, the Company was in compliance with its debt
       instruments' covenants.

           The Company has reached an agreement with The Prudential Insurance
       Company of America (Prudential) giving it the right to purchase on or
       before November 1, 1993 the $220 million principal amount of the
       Company's 11.25% Notes for approximately $250 million (the Purchase
       Price).  The Company's ability to exercise this right is dependent upon
       the Company obtaining sufficient financing prior to November 1.  The
       Company currently intends to obtain such financing through the issuance
       of new debt and/or equity or equity-related securities.  If the Company
       does not purchase the Notes by November 1, Prudential has the option to
       sell the Notes to specified third parties for the Purchase Price.  The
       Company has agreed to purchase from these third parties the Notes for
       the Purchase Price, upon completion of alternative financing.  If the
       Company is not able to obtain such financing and purchase the Notes,
       the Company has agreed to reimburse the third parties for any losses
       they incur as a result of their purchase and subsequent resale of the
       Notes.  See Note 20 of Notes to Consolidated Financial Statements for
       further discussion of this matter.

           The ongoing ability of the Company to meet its debt service and
       other obligations, including compliance with covenants in its debt
       instruments, will be dependent upon the future performance of the
       Company which will be subject to financial, business and other factors,
       certain of which are beyond its control, such as prevailing economic
       and industry conditions and prices for the Company's products.  The
       Company anticipates that its cash flow together with available
       borrowings will be sufficient to meet its operating expenses and
       service its debt requirements as they become due.  However, if product
       prices do not improve in 1994, the Company may have difficulty
       complying with its covenants.

           The estimate of capital expenditures for 1994 is $66 million
       (including $54 million by the joint venture partnership).  The Company
       expects to finance these expenditures (including its portion of the
       partnership's capital expenditures) from operations.  See "Other
       Matters" for a discussion of environmental capital expenditures.

           The Company does not consider the impact of inflation to be
       significant in the business in which it operates.

           On April 15, 1993, the Company's Board of Directors voted to
       suspend the dividend payment for the quarter ended June 30, 1993.  This
       action was taken in light of the financial demands of the then recent
       litigation settlement and the continued weakness in fertilizer prices.
       Because the Company's debt covenants limit the ability of the Company
       to pay dividends, future dividend payments will be contingent upon
       improvement in net income.  Without a substantial increase in product
       prices, it is probable the Company will operate at a loss in 1994.



                              JOINT VENTURE PARTNERSHIP

           On July 1, 1993, IMC Fertilizer, Inc. (IMC), a wholly-owned
       subsidiary of the Company, and Freeport-McMoRan Resource Partners,
       Limited Partnership (FRP) contributed their respective phosphate
       fertilizer businesses, including the mining and sale of phosphate rock
       and the production, distribution and sale of phosphate chemicals,
       uranium oxide and related products, to a joint venture partnership (the
       Partnership) in return for a 56.5 percent and 43.5 percent economic
       interest, respectively, in the Partnership, over the term of the
       Partnership.  The Partnership is governed by a Policy Committee which
       has equal representation from each company and is being operated by
       IMC.  The Partnership agreement contains a cash sharing arrangement
       under which distributable cash, as defined in the agreement, will be
       shared at a ratio of 41.4 percent and 58.6 percent in 1994 to IMC and
       FRP, respectively, increasing thereafter until 1998 when the sharing
       ratio will be fixed at 59.4 percent and 40.6 percent to IMC and FRP,
       respectively.

           The formation of the joint venture Partnership continues the
       Company's strategy of pursuing competitive cost positions in its
       markets.  As a result of the joint venture transaction, the Partnership
       is expected to save approximately $17 million annually in the area of
       transportation and distribution by reducing the unit cost to transport
       product between the various Partnership plant locations, by taking
       advantage of multiple shipping locations to reduce the cost to
       transport product to customers, and by reducing per unit warehousing
       costs through opportunities created by the size of the Partnership as
       compared to the two Partners.  The Partnership is expected to be able
       to reduce production costs by approximately $40 million annually
       through headcount reduction by eliminating duplicative plant
       administrative functions, applying operational technologies that have
       proven successful at each of the Partner's respective plant locations
       to the other Partner's contributed plants and by being able to more
       efficiently utilize in-process product at plants that have previously
       had underutilized upgrading capacity.  IMC's and FRP's selling, general
       and administrative expenses have been reduced approximately $38 million
       through reduced headcount that was achieved by eliminating duplicative
       headquarters functions and consolidating the Partner's sales forces.
       The total of these savings of approximately $95 million is expected to
       be achieved in the second year of operations of IMC-Agrico and, through
       the determination of the sharing ratios for the Partnership's
       Distributable Cash (as defined below), were intended to be shred
       equally by IMC and FRP.  Approximately $80 million of such savings are
       expected to be realized in 1994.


                        SULPHUR, OIL AND NATURAL GAS VENTURES

           The Company participates in a joint venture, in which the Company
       has a 25 percent interest, that, in 1989, discovered sulphur at Main
       Pass Block 299 in the Gulf of Mexico.  FRP, the joint venture operator,
       has essentially completed development of the deposit.  Progress is
       still being made in heating the underwater sulphur deposit, which
       contains an estimated 67 million long tons of recoverable sulphur, or
       16.8 million long tons net to the Company, before royalties.  It is
       expected that production rates will gradually increase to a level of


       two million long tons per year as early as the second half of calendar
       1994.  The Company has capitalized interest and costs associated with
       heating the sulphur deposit through June 30, 1993, but will begin
       expensing such interest and costs on July 1, 1993.  Costs capitalized
       during 1993 totaled $32 million (including capitalized interest of $19
       million).

           During the exploration for sulphur at Main Pass No. 299, the joint
       venture also discovered oil and natural gas reserves which were located
       in the same immediate area.  Production began in 1991.  At June 30,
       1993, the field contained proved and probable reserves of 26.7 million
       barrels of oil and 2.8 billion cubic feet of natural gas.


                                    OTHER MATTERS

           The Company is subject to various environmental laws of federal and
       local governments in the United States and Canada.  Although
       significant capital expenditures, as well as operating costs, have been
       incurred and will continue to be incurred on account of these laws and
       regulations, the Company does not believe they have had or will have a
       material adverse effect on its business.  However, the Company cannot
       predict the impact of new or changed laws or regulations.

           In connection with the development order received from Polk County,
       Florida authorities in July 1990 for the New Wales gypsum stack
       expansion at the Company's New Wales phosphate chemicals facility, the
       Company agreed to sample groundwater through monitoring wells on a
       quarterly basis.  Under the terms of the development order, if the
       samples indicated groundwater contamination in excess of specified
       levels, the Company would have two years to take the cooling pond
       relating to the gypsum stack out of service.

           Beginning in July 1992, water samples taken at New Wales indicated
       substantially elevated levels of sulphate concentrations, a non-toxic
       contaminant, above permitted levels.  The Company immediately began an
       investigation and believes, based on available information and the
       advice of outside experts, that the likely sources of contamination are
       one or more of the 12 former recharge wells located within the cooling
       pond.  To date, all of the recharge wells have been located and 11 of
       the 12 recharge wells have been plugged.  The aggregate cost of
       locating and plugging all of the recharge wells is estimated to be
       approximately $2.3 million.  Pursuant to an amended development order
       and related action plan, which have been approved by the Central
       Florida Regional Planning Council and by Polk County authorities, (i)
       the Company will have until April 30, 1994 to plug the remaining
       recharge well and will have until October 3, 1994 for levels of
       contamination to return to permitted levels, and (ii) if either of such
       deadlines is not met, the Company will have until September 1997 to
       obtain permits for and to accomplish the lining or relocation of the
       cooling pond.  The cost of such lining or relocation, if necessary, is
       currently estimated to be between $35 million and $68 million, with the
       bulk of any such expenditures expected to take place in 1996 and 1997.
       The Company has been advised by its outside experts that plugging the
       recharge wells should reduce the contamination to permitted levels, but
       there can be no assurance in this regard.  Pursuant to the agreement
       for the formation of the joint venture discussed above, any
       expenditures relating to these, or any other, actions with respect to


       this contamination would be a liability retained by the Company,
       provided that the first $5 million aggregate amount of expenditures
       incurred subsequent to the formation of the joint venture partnership
       that related to this contamination or certain other environmental
       liabilities identified in the agreement for the formation of the joint
       venture would be a liability assumed by the Partnership.

           Environmental capital expenditures were primarily related to air
       emission control, wastewater purification, land reclamation and solid
       waste disposal.  These expenditures totaled approximately $14 million
       in 1993.  The Company expects that with the addition of the newly
       formed joint venture partnership, environmental capital expenditures
       (including its portion of the Partnership's environmental capital
       expenditures) will average between $20 million and $25 million per year
       over the next two years.