Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-121837
4.25% Series A Cumulative Convertible Perpetual Preferred Shares
Terra Industries Inc.
Prospectus Supplement dated September 23, 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 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 | ||||||
| 1976 Distribution Trust FBO A.R. Lauder/Zinterhofer |
Paul Latronica | 3 | $ | 3,000 | 301 | nil | |||||
| 2000 Revocable Trust FBO A.R. Lauder/Zinterhofer |
Paul Latronica | 3 | $ | 3,000 | 301 | nil | |||||
| Advent Convertible Master (Cayman) |
Paul Latronica | 8,013 | $ | 8,013,000 | 804,518 | nil | |||||
| Alcon Laboratories |
Paul Latronica | 214 | $ | 214,000 | 21,486 | nil | |||||
| Alpha US Sub Fund 4 LLC |
Paul Latronica | 377 | $ | 377,000 | 37,851 | nil | |||||
| Arlington County Employees Retirement Systems |
Paul Latronica | 341 | $ | 341,000 | 34,237 | nil | |||||
| Asante Health Systems |
Paul Latronica | 70 | $ | 70,000 | 7,028 | nil | |||||
| *Citigroup Global Markets, Inc.(7) |
Citigroup, Inc. Publicly Held | 16,496 | $ | 16,496,000 | 1,656,225 | nil | |||||
| City and County of San Francisco Retirement Systems |
Paul Latronica | 764 | $ | 764,000 | 76,707 | nil | |||||
| City University of New York |
Paul Latronica | 71 | $ | 71,000 | 7,129 | nil | |||||
| Delaware Public Employees Retirement (System) |
Paul Latronica | 629 | $ | 629,000 | 63,153 | nil | |||||
| Grady Hospital Foundation |
Paul Latronica | 66 | $ | 66,000 | 6,627 | nil | |||||
| HFR CA Opportunity Master Trust |
Paul Latronica | 405 | $ | 405,000 | 40,663 | nil | |||||
| Lyxor Convertible Arb Fund |
Paul Latronica | 710 | $ | 710,000 | 71,285 | nil | |||||
| Municipal Employees |
Paul Latronica | 232 | $ | 232,000 | 23,293 | nil | |||||
| New Orleans Firefighters Pension Relief Fund |
Paul Latronica | 42 | $ | 42,000 | 4,217 | nil | |||||
| Occidental Petroleum Corporation |
Paul Latronica | 153 | $ | 153,000 | 15,361 | nil | |||||
| Pro-Mutual |
Paul Latronica | 456 | $ | 456,000 | 45,783 | nil | |||||
| Redbourn Partners Ltd. |
Roy Astrachan | 2,000 | $ | 2,000,000 | 200,803 | 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) | Citigroup has performed investment banking and advisory services for us from time to time for which it has received customary fees and expenses. In addition, Citigroup and its affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business, including acting as lenders, administrative agents or joint lead arrangers under credit facilities to which we or our subsidiaries are parties to. |