8-K

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): December 3, 2004

Potash Corporation of Saskatchewan Inc.
(Exact Name of Registrant as Specified in Charter)

Canada	1-10351	N/A
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

122 First Avenue South, Suite 500
Saskatoon, SK, Canada S7K 7G3
306-933-8500

(Address and Telephone Number of Principal Executive Offices)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Item 1.01. Entry into a Material Definitive Agreement.

The Registrant previously adopted the Potash Corporation of Saskatchewan Inc. Deferred Share Unit Plan for Non-Employee Directors (the “Plan”), incorporated by reference to Exhibit 4 to the Registrant’s Form S-8 (File No. 333-75742), filed December 21, 2001. Attached hereto as Exhibit 99.1 is the Form of Memorandum of Agreement, which Form evidences the award of Deferred Share Units pursuant to the Plan. Pursuant to the Plan, the Registrant can grant Deferred Share Units on a discretionary basis. In addition, eligible directors can elect to receive a portion or all of their annual or other fees in Deferred Share Units. Attached hereto as Exhibit 99.2 is the Form of Election Notice that an eligible director must submit to the Registrant to notify the Registrant of his or her election of Deferred Share Units.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1: Form of Memorandum of Agreement.

Exhibit 99.2: Form of Election.

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.

	POTASH CORPORATION OF
	SASKATCHEWAN INC.
Date: December 7, 2004	By:	/s/ John L. M. Hampton
		By: John L. M. Hampton
		Title: Senior Vice President,
		General Counsel and Secretary

EX-99.1

                                                                    Exhibit 99.1


MEMORANDUM  OF  AGREEMENT  effective  and  entered  into as of the  ____  day of
____________, 20__.


BY AND BETWEEN:
                                    -------------------------------------------
                                    (hereinafter called the "Eligible Director")


AND:                                POTASH CORPORATION OF SASKATCHEWAN INC.,
                                    a Saskatchewan corporation

                                    (hereinafter called the "Corporation")



         WHEREAS the Corporation has adopted the Potash Corporation of
Saskatchewan Inc. Deferred Share Unit Plan for Non-Employee Directors (the
"Plan"); and

         WHEREAS the Eligible Director wishes to have Share Units credited to
the account maintained on his or her behalf in the books of the Corporation and
to be offered the possibility of deferring the payment of all or part of his or
her Annual Retainer Fees and/or any other fees payable in respect of serving as
an Eligible Director.


NOW, THEREFORE, THIS AGREEMENT DOES WITNESS AS FOLLOWS:

1. The preamble hereto shall form a part hereof as if herein recited at length.

2. The Eligible Director acknowledges having received a copy of the Plan, which
is annexed hereto as Schedule "A" and is incorporated herein as if recited at
length, and acknowledges having reviewed and understood the provisions of the
Plan. The Eligible Director hereby agrees to be bound by all of the terms and
conditions set forth in the Plan. In the event of any conflict or inconsistency
between the provisions of this agreement and those of the Plan, the provisions
of the Plan shall prevail and override the provisions of this agreement.

3. The Eligible Director acknowledges that the Corporation will maintain in its
books and records an account in his or her name, recording at all times the
number of Share Units, if any, standing to his or her credit.

4. The Eligible Director acknowledges that Share Units may be awarded in the
following circumstances and on the following conditions:

     a)   Discretionary Grant of Deferred Share Units

          Subject to confirmation by the Board, the Committee may recommend that
          Share Units be awarded to the Eligible Director and shall recommend
          the number of Share Units to be awarded. The Committee shall, subject
          to confirmation by the Board, recommend the effective date of each
          grant of Share Units and each grant shall be confirmed in writing to
          the Eligible Director.

     b)   Election for Deferral of Annual Retainer Fees and/or Other Fees
          Payable in Respect of Serving as an Eligible Director

          The Eligible Director may elect, with respect to any particular
          calendar year, to be paid up to 100% of his or her Annual Retainer
          Fees and other fees payable in respect of serving as an Eligible
          Director otherwise payable in cash in that calendar year in the form
          of Share Units. Such election shall be made as follows:

          (i) In order to elect to participate in the Plan with respect to any
          particular calendar year, the Eligible Director shall, on or before
          the date that is the last business day of the calendar year ending
          immediately before the particular calendar year to which the Annual
          Retainer Fees and/or other fees payable in respect of serving as an
          Eligible Director relate (the "Election Expiry Date"), complete and
          deliver to the Corporation a written election specifying, in
          percentage form (the "Elected Percentage"), the extent to which the
          Eligible Director elects to participate in the Plan for the particular
          calendar year. Such election shall be in the form of the election
          notice annexed hereto as Schedule "B" and may be revoked or modified
          if written notification of such revocation or modification is received
          before the Election Expiry Date. Subject to confirmation by the Board,
          the Committee may substitute a new date for the Election Expiry Date,
          provided that such new date shall apply solely to the Annual Retainer
          Fees and/or other fees payable in respect of serving as an Eligible
          Director earned for services rendered after such new date.

          (ii) In order to elect to participate in the Plan in the calendar year
          in which the Eligible Director is first elected or appointed to the
          Board, the Eligible Director shall, before the earlier of: (a) the
          date that is thirty (30) days after the date the Eligible Director is
          first elected or appointed to the Board; and (b) the last business day
          of the particular Quarter in which the Eligible Director is first
          elected or appointed to the Board, complete and deliver to the
          Corporation a written election specifying the Eligible Director's
          Elected Percentage. Such election may be revoked or modified if
          written notification of such revocation or modification is received by
          the Corporation before the expiry of the aforesaid period.

5. The Eligible Director acknowledges that:

     (a)  he or she shall have no claim or right to any common shares of the
          Corporation deliverable in payment of Share Units granted pursuant to
          the Plan;

     (b)  under no circumstances shall Share Units be considered common shares
          of the Corporation nor shall they entitle the Eligible Director to
          exercise any voting rights or any other rights attaching to the
          ownership of the common shares of the Corporation, nor shall the
          Eligible Director be considered the owner of the common shares of the
          Corporation; and

     (c)  neither the Plan nor any grant of Share Units thereunder shall be
          construed as granting the Eligible Director a right to be retained as
          a member of the Board or as a member of the Board of directors of any
          subsidiary or a claim or right to any future grants of Share Units.

6. This agreement shall remain in full force and effect until all the Share
Units credited to the Eligible Director's account have been settled. Following
the Eligible Director's Termination of Board Service, the Share Units shall be
settled on the fourth business day following the release of the Corporation's
quarterly or annual results immediately following such Termination of Board
Service. In no event shall the Entitlement Date occur later than the end of the
first calendar year commencing after Termination of Board Service by the
Eligible Director. Share Units shall be paid to the Participant no later than
the end of the first calendar year commencing after Termination of Board Service
by the Participant. The Share Units will be settled in cash or Common Shares, as
directed by the Committee and approved by the Board.

7. NOTICES

         All notices, requests, consents and other communications required or
permitted to be given hereunder or under the Plan shall be in writing and either
delivered by messenger or sent by pre-paid registered mail, and shall be deemed
given when so delivered by messenger or four (4) business days following the
sending thereof by pre-paid registered mail, as follows:

          7.1  if to the Eligible Director, to:



          7.2  if the Corporation, to:

               Potash Corporation of Saskatchewan Inc.
               Suite 500, 122 - 1st Avenue South
               Saskatoon, Saskatchewan
               S7K 7GS

               Telecopier:       (906) 933-8877

               Attention:        S. Gizen, Corporate/Securities Administrator

or to such other person or address as any party shall designate by notice in
writing to the other in accordance herewith. In the event of postal strike or
other mail service interruption, existing or threatened, all notices shall be
delivered by messenger.

8.       GENERAL

         8.1  All terms not defined herein shall have the meaning ascribed to
               them in the Plan.

         8.2  This agreement shall be governed by and construed and enforced in
              accordance with the laws of the Province of Saskatchewan and the
              federal laws of Canada applicable therein.

         8.3  This agreement, inclusive of the Plan, embodies the entire
              agreement and understandings of the parties hereto in respect of
              the subject matter hereof and supersedes all prior
              correspondence, proposals, promises, representations,
              understandings and agreements relating to such subject matter.

         8.4  This agreement and the rights of the Eligible Director hereunder
              and under the Plan, may not be assigned or transferred by the
              Eligible Director, except in accordance with the provisions of
              the Plan. The Corporation may assign its rights and its
              obligations hereunder in connection with any merger,
              consolidation, sale, transfer, liquidation or other disposition
              of all or substantially all of its business or assets, provided
              that its obligations hereunder shall be assumed by its successors
              or assigns, whether by merger, consolidation, sale, transfer,
              liquidation or such other disposition.

         8.5  This agreement may be amended, modified or cancelled, and the
              terms and covenants hereof may be waived, only by a written
              instrument executed by all of the parties hereto, or, in the case
              of a waiver, by the party waiving compliance. The failure of any
              party at any time or times to require performance of any
              provision hereof shall in no manner affect its right at a later
              time to enforce the same. No waiver by any party of the breach of
              any term or covenant contained in this agreement, whether by
              conduct or otherwise, in any one or more instances, shall be
              deemed to be, or construed as, a further or continuing waiver of
              such term or covenant or as a waiver of any other term or
               covenant contained in this agreement.

         8.6  This agreement shall be binding upon, and shall enure to the
              benefit of, the parties hereto and their respective heirs,
              executives, successors and permitted assigns.

         8.7  The parties hereto undertake and agree to execute such further
              deeds, documents and agreements and to do all things (including,
              without limitation, the passing of resolutions) that may be
              necessary or useful for the purpose of giving effect to the
              provisions of this agreement.

         IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.



                                         ---------------------------------------
                                         [ELIGIBLE DIRECTOR]



                                         POTASH CORPORATION OF SASKATCHEWAN INC.



                                         Per:
                                              ----------------------------------

EX-99.2

                                                              Exhibit 99.2

                     POTASH CORPORATION OF SASKATCHEWAN INC.
                               (the "Corporation")
                          DEFERRED SHARE UNIT PLAN FOR
                             NON-EMPLOYEE DIRECTORS

                                  ELECTION FORM

        (Must be received by the Corporation no later than ____________)




NAME
       ---------------------------------

TITLE  Director
       ---------------------------------


Please complete both Part A and Part B below:


I have reviewed The Potash Corporation of Saskatchewan Inc. Deferred Share Unit
Plan for Non-Employee Directors (the "Plan") and:


A.  |_|  I hereby elect to participate in the Plan with respect to the 20__
         calendar year to the extent of _____ % of my annual retainer fees
         otherwise payable in cash in the 20__ calendar year;

                                            OR

    |_|  I choose not to participate in the Plan with respect to any of my
         annual retainer fees payable in cash in the 20__ calendar year.



B.  |_|  I hereby elect to participate in the Plan with respect to the 20__
         calendar year to the extent of _____% of any other fees* for my serving
         as a director otherwise payable to me in cash in the 20__ calendar
         year;

                                            OR

    |_|  I choose not to participate in the Plan with respect to any other fees*
         for serving as a director payable to me in cash in the 20__ calendar
         year.



I understand that the Share Units allocated to me as a result of this election
will be paid in cash or common shares of the Corporation (at the discretion of
the Corporation) only when the following two conditions have been met: (1) I
have ceased to be a member of the Board of Directors of the Corporation or of
any subsidiary for any reason whatsoever (including death); and (2) I am neither
an employee of the Corporation or of a subsidiary, nor a member of the Board of
Directors of the Corporation or of any subsidiary.


- ----------------------------                  ---------------------------------
           Date                               Non-Employee Director's Signature


*    Other fees consist of compensation received for meeting attendance
     (excluding expense reimbursement) and fees received for serving as a chair
     or member of Board committees.

Please forward the completed Election Form by fax, with the original to follow
by mail or messenger to:

Potash Corporation of Saskatchewan Inc.
Suite 500, 122 - 1st Avenue South
Saskatoon, Saskatchewan
S7K 7G3

Attention:    S. Gizen, Corporate Securities Administrator

Fax:          (306) 933-8877