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): April 24, 2008

TERRA NITROGEN COMPANY, L.P.
(Exact name of registrant as specified in its charter)

Delaware	1-10877	73-1389684
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Terra Centre 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa	51102-6000
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (712) 277-1340

(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:

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

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

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

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

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 24, 2008, Terra Nitrogen Company, L.P. issued a press release setting forth Terra Nitrogen Company, L.P.’s first quarter 2008 earnings and announcing a cash distribution for the quarter. A copy of the press release is furnished herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

99.1 Press Release issued April 24, 2008 reporting first quarter results and announcing a cash distribution.

SIGNATURES

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

TERRA NITROGEN COMPANY, L.P.
By:	Terra Nitrogen GP Inc.
Its:	General Partner
/s/ John W. Huey
John W. Huey
Vice President, General Counsel and
Corporate Secretary

Date: April 24, 2008

EX-99.1

Exhibit 99.1 Terra Nitrogen Company, L.P.
600 Fourth Street
P.O. Box 6000
Sioux City, IA 51102-6000
www.terraindustries.com

NEWS

For immediate release Contact: Joe A. Ewing
(712) 277-7305
jewing@terraindustries.com

Terra Nitrogen Company, L.P. reports first quarter results;
declares cash distribution

Sioux City, Iowa (April 24, 2008)—Terra Nitrogen Company, L.P. (TNCLP) (NYSE: TNH) today reported net income of $81.6 million ($3.93 per Common Unit) on revenues of $174.5 million for the first quarter ended March 31, 2008. This compares with net income of $35.3 million ($1.87 per Common Unit) on revenues of $128.2 million for the 2007 first quarter.

TNCLP also announced a cash distribution for the quarter ended March 31, 2008, of $4.20 per common limited partnership unit payable May 28, 2008, to holders of record as of May 8, 2008. Cash distributions depend on TNCLP’s earnings, which can be affected by nitrogen selling prices, natural gas costs, seasonal demand factors, production levels and weather, cash requirements for working capital needs, and capital expenditures. Cash distributions per limited partnership unit also vary based on increasing amounts allocable to the General Partner when cumulative distributions exceed targeted levels. Those targeted levels were attained in the 2008 first quarter.

Analysis of results
TNCLP’s first quarter earnings improvement over last year was due to higher nitrogen products selling prices, partially offset by lower sales volumes and higher natural gas costs. Commodity grain prices and U.S. nitrogen demand continued to be strong in the 2008 first quarter, contributing to the improved selling prices. Ammonia sales volumes decreased primarily because cold, wet conditions early in the application season delayed product shipments. From the 2007 to the 2008 first quarter, TNCLP’s:

• Ammonia and UAN selling prices increased by 46 percent and 54 percent, respectively. (Note that Terra previously reported UAN data on a 28% nitrogen basis. Beginning this quarter, we report all UAN data on a 32% nitrogen basis, and have converted all 2007 UAN data for comparison purposes.)

• Ammonia sales volumes decreased by 45 percent.

• Natural gas unit costs increased by 12 percent.

Forward natural gas position
TNCLP’s forward purchase contracts at March 31, 2008, fixed prices for about 23 percent of its next 12 months’ natural gas requirements at $14.5 million below published forward markets at that date. TNCLP has entered into these forward gas positions to secure margins on nitrogen products sold forward at fixed prices.

About TNCLP
Terra Nitrogen Company, L.P. is a leading manufacturer of nitrogen fertilizer products.

Forward-looking statement
Certain statements in this news release may constitute “forward-looking” statements within the meaning of the Private Litigation Reform Act of 1995. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and TNCLP undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Words such as “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and similar expressions are used to identify these forward-looking statements. These include, among others, statements relating to:

• changes in financial markets,

• general economic conditions within the agricultural industry,

• competitive factors and price changes (principally, sales prices of nitrogen products and natural gas costs),

• changes in product mix,

• changes in the seasonality of demand patterns,

• changes in weather conditions,

• changes in environmental and other government regulation, and

• changes in agricultural regulations.

Additional information as to these factors can be found in TNCLP’s 2007 Annual Report/10-K, in the sections entitled “Business,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Notes to the consolidated financial statements.

# # #

Note: Terra Nitrogen Company, L.P. news announcements are also available on Terra Industries’ Web site, www.terraindustries.com.

(Tables follow)

Terra Nitrogen Company, L.P.
Condensed Consolidated Statements of Income
(in thousands except per-unit amounts)
(unaudited)

	Three Months Ended
	March 31,
	2008			2007
Product revenues	$	174,253		$	127,852
Other income		279			305
Total revenues		174,532			128,157
Cost of goods sold		91,971			90,770
Total gross profit		82,561			37,387
Operating expenses		3,524			3,178
Interest expense—net		(2,559	)		(1,121	)
Net income	$	81,596		$	35,330
Net income allocable to Common Units	$	72,704		$	34,624
Earnings per Common Unit	$	3.93		$	1.87

Nitrogen Volumes and Prices

Note: All UAN data for 2008 and 2007 are expressed on a 32% nitrogen basis.

	2008				2007
	Sales		Average		Sales		Average
	Volumes		Unit Price		Volumes		Unit Price
First quarter	(000 tons)		($/ton) 1		(000 tons)		($/ton) 1
Ammonia		38		519		69		356
UAN		502		281		502		182

Natural Gas Costs/MMBtu²

Three Months Ended
March 31,
2008		2007
	7.16		6.39

1.	After deducting outbound freight costs.
2.	Including effect of forward natural gas position.

Terra Nitrogen Company, L.P.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

	March 31,
	2008		2007
ASSETS
Cash and cash equivalents	$	248,780	$	99,820
Demand deposit with affiliate		1,012		—
Accounts receivable		28,267		36,009
Inventories		38,833		33,665
Other current assets		16,338		5,275
Total current assets		333,230		174,769
Property, plant and equipment, net		69,698		73,234
Other assets		19,157		14,408
Total assets	$	422,085	$	262,411
LIABILITIES
Accounts payable and accrued liabilities	$	43,758	$	38,048
Customer prepayments		154,058		56,586
Total current liabilities		197,816		94,634
Other liabilities		436		495
Total liabilities		198,252		95,129
PARTNERS’ EQUITY		223,833		167,282
Total liabilities and partners’ equity	$	422,085	$	262,411