Form 424(b)(3)

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-121837

4.25% Series A Cumulative Convertible Perpetual Preferred Shares

CUSIP No. 880915301

 

Terra Industries Inc.

 

Prospectus Supplement dated June 1, 2005

to the Prospectus dated March 30, 2005

 

The selling securityholders table on pages 57-59 of the prospectus is amended to update and/or add, as applicable, the information regarding the following entities in the prospectus and their respective amount of 4.25% Series A Cumulative Convertible Perpetual Preferred Shares.

 

Selling Securityholder(1)(2)

   

Natural Person with

Voting or Investment

Control(3)

    Number of
Shares of
Series A
preferred
shares
    Principal
Amount of
Convertible
Subordinated
Debentures(4)(5)
    Number of
Common
Shares(4)(6)
    Number of
Common
Shares owned
After This
Offering

Newport Alternative Income Fund(7)(8)

   

Louise Morwick,

Bryn Joynt

    1,554    $ 1,554,000    156,024    nil

Pebble Limited Partnership(8)

    Louise Morwick, Bryn Joynt    1,189    $ 1,189,000    119,378    nil

Silvercreek II Limited(7)(8)

    Louise Morwick, Bryn Joynt    3,940    $ 3,940,000    395,582    nil

Silvercreek Limited Partnership(7)(8)

    Louise Morwick, Bryn Joynt    5,374    $ 5,374,000    539,558    nil
* This selling securityholder has advised us that it is a broker or dealer. Accordingly, under interpretations by the staff of the SEC, the selling securityholder is deemed an “underwriter” within the meaning of the Securities Act of 1933.
** This selling stockholder has advised us that it is an affiliate of a broker-dealer and that it purchased the securities reflected in this table as being owned by it in the ordinary course of business and, at the time of that purchase, it had no agreements or understandings, directly or indirectly, with any person to distribute those securities.
(1) The selling securityholder is also the beneficial owner.
(2) Information about other selling securityholders was provided in the base prospectus and may be provided in other prospectus supplements.
(3) If the selling securityholder is not, and is not a wholly-owned subsidiary of, a company that is required to file periodic and other reports with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act, the natural person(s) who exercise voting power and investment control over the securities is list.
(4) In each case, none of these securities were held prior to this offering.
(5) Based on the principal amount of convertible subordinated debentures originally issuable in exchange for the Series A preferred shares, calculated by reference to the initial liquidation preference of the Series A preferred shares of $1,000 per share.
(6) Based on the common shares originally issuable upon conversion of the Series A preferred shares or the convertible subordinated debentures, based on a conversion rate of 100.4016 common shares for each Series A preferred share, with fractions rounded up to the nearest whole share. The number of common shares so issuable is subject to increase as a result of antidilution adjustments. No fractional shares will be issued upon conversion of the Series A preferred shares.
(7) The inclusion of this selling securityholder in the prospectus supplement supercedes the information included in the prospectus.
(8) Louise Morwick, President Silver Creek Management Inc. and Bryn Joynt, Vice President Silvercreek Management Inc. have dispositive and/or voting power of the securities covered by this prospectus.