UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 25, 2007

TERRA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation)		1-8520 (Commission File Number)		52-1145429 (IRS Employer Identification No.)

Terra Centre
600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
(712) 277-1340
(Address of Principal Executive Offices, including Zip Code)
(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

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

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

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

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

 

 

ITEM 8.01 OTHER EVENTS

     On January 25, 2007, Terra Capital, Inc., a wholly-owned subsidiary of Terra Industries Inc. issued a press release announcing the pricing terms of its previously announced tender offers for any and all of its outstanding 12⁷/8% Senior Secured Notes due 2008 and 11¹/2% Second Priority Senior Secured Notes due 2010 (collectively, the “Notes”)and related consent solicitations pursuant to the Offer to Purchase and Consent Solicitation Statement dated January 10, 2007. A copy of the press release is attached hereto as Exhibit 99.1.

     On January 25, 2007, Terra Capital, Inc., a wholly-owned subsidiary of Terra Industries Inc., issued a press release announcing that it had successfully priced $330 million of 7% Senior Unsecured Notes due 2017. A copy of the press release is attached hereto as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)		Exhibits
		99.1		Press Release dated January 25, 2007
		99.2		Press Release dated January 25, 2007

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.

Date: January 26, 2007