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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2003~~2004

Commission file number 1-9164

Phosphate Resource Partners Limited Partnership (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	72-1067072 (I.R.S. Employer Identification No.)
100 S. Saunders Road Lake Forest, Illinois 60045 (847) 739-1200 (Address and zip code of principal executive offices and registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~Registrant~~registrant was required to file ~~such~~ such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X . No .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes X . No .

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Table of Contents

Part I	Financial Information		Page
	Item 1	Financial Statements	1
		- Condensed Statement of Operations	2
		- Condensed Balance Sheet	3
		- Condensed Statement of Cash Flows	4
		- Notes to Condensed Financial Statements	5
	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	68
		- Results of Operations	68
		- Capital Resources and Liquidity	79
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	1013
	Item 4	Controls and Procedures	1013
Part II	Other Information		Page
	Item 5	Other Information	10
	Item 1	Legal Proceedings	14
	Item 6	Exhibits and Reports on Form 8-K	11
	Item 5	Other Information	14
	Item 6	Exhibits and Reports on Form 8-K	15
	Signatures		S-1
	Exhibit Index		E-1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying interim condensed financial statements of Phosphate Resource Partners Limited Partnership (PLP) do not include all disclosures normally provided in annual financial statements. These financial statements, which should be read in ~~conjunction~~ conjunction with the financial statements contained in PLP's Annual Report on Form 10-K for the year ended December 31, ~~2002~~2003, are unaudited but include all adjustments which the management of PRP-GP LLC (PRP), the administrative managing general partner of PLP and wholly owned subsidiary of IMC Global Inc. (IMC), considers necessary for fair presentation. These adjustments consist of normal recurring accruals and the adoption of new accounting pronouncements. Certain 2003 amounts have been reclassified to conform to the 2004 presentation. Interim results are not necessarily indicative of the results expected for the full year.

~~PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP CONDENSED STATEMENT OF OPERATIONS (In millions, except per unit amounts) (Unaudited)~~ -1-

	Three months ended September 30		Nine months ended September 30
	2003	2002	2003	2002
Equity in earnings (loss) of IMC Phosphates Company	$ (3.5)	$ 9.5	$ (23.2)	$ 15.7
Selling, general and administrative expenses	1.5	2.4	6.5	7.4
Interest expense	7.5	7.7	22.6	23.0
Other expense, net	0.1	0.1	0.3	0.1
Loss before cumulative effect of change in accounting principle	(12.6)	(0.7)	(52.6)	(14.8)
Cumulative effect of a change in accounting principle	-	-	(13.6)	-
Loss	$ (12.6)	$ (0.7)	$(66.2)	$ (14.8)
Loss allocated to general partners	$ (6.5)	$ (0.4)	$ (34.2)	$ (7.7)
Loss allocated to limited partners	$ (6.1)	$ (0.3)	$ (32.0)	$ (7.1)
Loss per unit:
Loss before cumulative effect of change in accounting principle	$ (0.12)	$ (0.01)	$ (0.51)	$ (0.14)
Cumulative effect of a change in accounting principle	-	-	(0.13)	-
Loss per unit	$ (0.12)	$ (0.01)	$ (0.64)	$ (0.14)
Distributions declared per publicly held unit	$ -	$ -	$ -	$ -
Average number of units outstanding	103.5	103.5	103.5	103.5

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
CONDENSED STATEMENT OF OPERATIONS
(In millions, except per unit amounts)
(Unaudited)

(See Notes to Condensed Financial Statements)

	Three months ended June 30		Six months ended June 30
	2004	2003	2004	2003
Equity in earnings (loss) of IMC Phosphates Company	$ 3.7	$ (9.3)	$ 8.0	$ (19.7)
Selling, general and administrative expenses	1.5	2.4	2.8	5.0
Interest expense	7.6	7.6	15.1	15.1
Other expense, net	0.7	0.2	10.8	0.2
Loss before cumulative effect of change in accounting principle	(6.1)	(19.5)	(20.7)	(40.0)
Cumulative effect of a change in accounting principle	-	-	-	(13.6)
Loss	$ (6.1)	$ (19.5)	$ (20.7)	$ (53.6)
Loss allocated to general partners	$ (3.2)	$ (10.1)	$ (10.7)	$ (27.7)
Loss allocated to limited partners	$ (2.9)	$ (9.4)	$ (10.0)	$ (25.9)
Loss per unit:
Loss before cumulative effect of change in accounting principle	$ (0.06)	$ (0.19)	$ (0.20)	$ (0.39)
Cumulative effect of a change in accounting principle	-	-	-	(0.13)
Loss per unit	$ (0.06)	$ (0.19)	$ (0.20)	$ (0.52)
Distributions declared per publicly held unit	$ -	$ -	$ -	$ -
Average number of units outstanding	103.5	103.5	103.5	103.5

	(Unaudited) September 30, 2003	December 31, 2002
Assets
Current assets:
Accounts receivable	$ 0.5	$ -
Due from IMC Phosphates Company	59.0	59.0
Total current assets	59.5	59.0
Investment in IMC Phosphates Company	237.5	277.9
Other assets	0.7	0.7
Total assets	$ 297.7	$ 337.6
Liabilities and Partners' Deficit
Current liabilities:
Accounts payable and accrued liabilities	$ 2.5	$ 6.3
Due to IMC Global Inc.	42.9	28.5
Current maturity of long-term debt	5.7	-
Total current liabilities	51.1	34.8
Long-term debt, less current maturity (including $413.0 million and $387.6 million due to IMC Global Inc. as of September 30, 2003 and December 31, 2002, respectively)	563.0	543.3
Other noncurrent liabilities	103.0	109.1
Partners' deficit:
General partners' share	(216.5)	(180.5)
Limited partners' share	(202.9)	(169.1)
Total partners' deficit	(419.4)	(349.6)
Total liabilities and partners' deficit	$ 297.7	$ 337.6

(See Notes to Condensed Financial Statements)

~~(See Notes to Condensed Financial Statements)~~ -2-

	Nine months ended September 30
	2003	2002
Cash Flows from Operating Activities
Loss	$ (66.2)	$ (14.8)
Adjustments to reconcile loss to net cash used in operating activities:
Equity in (earnings) loss of IMC Phosphates Company	23.2	(15.7)
Cumulative effect of a change in accounting principle	13.6	-
Other charges	-	0.2
Other credits	(6.1)	(4.3)
Changes in working capital items:
Accounts receivable	(0.5)	-
Accounts payable and accrued liabilities	(3.8)	(2.4)
Due to IMC Global Inc.	14.4	8.7
Net cash used in operating activities	(25.4)	(28.3)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	25.4	28.4
Payment of long-term debt	-	(0.1)
Net cash provided by financing activities	25.4	28.3
Net change in cash and cash equivalents	-	-
Cash and cash equivalents - beginning of period	-	-
Cash and cash equivalents - end of period	$ -	$ -

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
CONDENSED BALANCE SHEET
(In millions)

(See Notes to Condensed Financial Statements)

	(Unaudited) June 30, 2004	December 31, 2003
Assets
Current assets:
Accounts receivable	$ 0.5	$ 0.6
Due from IMC Phosphates Company	70.8	59.0
Total current assets	71.3	59.6
Investment in IMC Phosphates Company	244.0	246.1
Other assets	0.5	0.6
Total assets	$ 315.8	$ 306.3
Liabilities and Partners' Deficit
Current liabilities:
Accounts payable and accrued liabilities	$ 14.9	$ 5.6
Due to IMC Global Inc.	51.5	45.4
Current maturity of long-term debt	-	5.7
Total current liabilities	66.4	56.7
Long-term debt, less current maturity (including $442.6 million and $418.3 million due to IMC Global Inc. as of June 30, 2004 and December 31, 2003, respectively)	592.6	568.3
Other noncurrent liabilities	96.1	101.6
Partners' deficit:
General partners' share	(226.7)	(216.9)
Limited partners' share	(212.6)	(203.4)
Total partners' deficit	(439.3)	(420.3)
Total liabilities and partners' deficit	$ 315.8	$ 306.3

~~1. BASIS~~(See Notes OFto ~~PRESENTATION~~Condensed Financial Statements)

In October 2003, IMC transferred its general partnership interest in PLP to a new wholly owned subsidiary of IMC, PRP, a Delaware limited liability company. This transfer establishes PRP as the administrative managing general partner of PLP and owner of the ~~51.58 percent interest formerly held by IMC since December 1997.~~ -3-

~~2. RECENTLY~~PHOSPHATE ~~ISSUED~~RESOURCE ~~ACCOUNTING~~PARTNERS LIMITED ~~GUIDANCE~~PARTNERSHIP CONDENSED STATEMENT OF CASH FLOWS (In millions) (Unaudited)

Accounting for Asset Retirement Obligations

	Six months ended June 30
	2004	2003
Cash Flows from Operating Activities
Loss	$ (20.7)	$ (53.6)
Adjustments to reconcile loss to net cash used in operating activities:
Equity in (earnings) loss of IMC Phosphates Company	(8.0)	19.7
Cumulative effect of a change in accounting principle	-	13.6
Other charges	0.1	0.1
Other credits	(5.5)	(2.1)
Changes in:
Accounts receivable	0.1	-
Accounts payable and accrued liabilities	9.3	(0.5)
Due to IMC Global Inc.	6.1	5.5
Net cash used in operating activities	(18.6)	(17.3)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	26.9	17.3
Payment of long-term debt	(2.6)	-
Change in short-term debt, net	(5.7)	-
Net cash provided by financing activities	18.6	17.3
Net change in cash and cash equivalents	-	-
Cash and cash equivalents - beginning of period	-	-
Cash and cash equivalents - end of period	$ -	$ -

~~On January 1, 2003 PLP adopted Statement of Financial Accounting Standards~~ (~~SFAS) No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at~~See their fair value at the time that the obligations are incurred. Application of the new rules by IMC Phosphates Company (IMC Phosphates) resulted in an increase in its net property, plant and equipment of $17.9 million, recognition by IMC Phosphates of an additional asset retirement obligation liability of $50.6 million, and a charge by IMC Phosphates for the cumulative effect of a change in accounting principle of $32.7 million in the first quarter of 2003. Application by PLP of equity accounting for its share of IMC Phosphates' impact of adoption of SFAS No. 143 resulted in a decrease in PLP's Investment in IMC Phosphates and a charge for the cumulative effect of a change in accounting principle that increased PLP's loss and Partners' deficit by $13.6 million in the first quarter of 2003. For further information, see Note 2 of Notes to Condensed ~~Consolidated~~ Financial Statements ~~in Part I, Item 1, "Financial Statements," of IMC Phosphates' Form 10-Q included in Part II, Item 5, "Other Information," of this Form 10-Q.~~)

~~3. COMPREHENSIVE LOSS~~ -4-

	Three months ended September 30		Nine months ended September 30
	2003	2002	2003	2002
Comprehensive loss:
Loss	$(12.6)	$ (0.7)	$(66.2)	$(14.8)
Net unrealized gain (loss) on derivative instruments	(2.7)	0.3	(3.6)	4.8
Total comprehensive loss for the period	$(15.3)	$ (0.4)	$(69.8)	$(10.0)

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Dollars in millions)
(Unaudited)

~~Results~~1. COMPREHENSIVE ~~of Operations~~LOSS

PLP

	Three months ended June 30		Six months ended June 30
	2004	2003	2004	2003
Comprehensive loss:
Loss	$ (6.1)	$ (19.5)	$ (20.7)	$ (53.6)
Net unrealized gain (loss) on derivative instruments	(0.2)	(0.2)	1.7	(0.9)
Total comprehensive loss for the period	$ (6.3)	$ (19.7)	$ (19.0)	$ (54.5)

~~Three months ended September 30, 2003 vs~~2. PENSION ~~three~~PLANS ~~months~~AND ~~ended~~OTHER ~~September 30, 2002~~BENEFITS

~~PLP incurred a loss of $12.6 million, or $0.12 per unit, in the third quarter of 2003. This compares to a loss of $0.7 million, or $0.01 per unit, in the third quarter of 2002.~~ The ~~increased loss primarily resulted from lower equity in earnings of IMC~~ ~~Phosphates. The~~components ~~lower equity in earnings~~ of ~~IMC~~net ~~Phosphates~~pension ~~was caused by significantly higher raw material, operating and idle plant~~ costs, partially offset by higher sales prices. Partially offsetting the decline in the equity in earnings of IMC Phosphates was a reduction in PLP's selling, general and administrative expense caused by changes to retiree medical benefits.were:

Nine months ended September 30, 2003 vs. nine months ended September 30, 2002

	Three months ended June 30		Six months ended June 30
	2004	2003	2004	2003
Interest cost on projected benefit obligation	$ -	$ 0.1	$ -	$ 0.2
Return on plan assets	-	(0.1)	-	(0.2)
Net pension (income) expense	$ -	$ -	$ -	$ -

~~PLP incurred a loss of $66.2 million, or $0.64 per unit in the first nine months of 2003. This compares to a loss of $14.8 million or $0.14 per unit in the first nine months of 2002.~~ The ~~increased loss in 2003 resulted from: (i) a decrease in the~~ ~~equity~~components ~~in earnings~~ of ~~IMC~~other ~~Phosphates~~benefits ~~due to higher raw material, operating and idle plant~~ costs, partially offset by higher sales prices; and (ii) the adoption of SFAS No. 143 by IMC Phosphates, effective January 1, 2003, which resulted in a decrease to PLP's investment in IMC Phosphates and a charge for the cumulative effect of a change in accounting principle of $13.6 million.were:

IMC Phosphates Company

	Six months ended June 30		Six months ended June 30
	2004	2003	2004	2003
Interest cost on projected benefit obligation	$ 0.6	$ 1.1	$ 1.2	$ 2.1
Net amortization and deferral	(0.7)	(0.2)	(1.4)	(0.4)
Other benefits (income) expense	$(0.1)	$ 0.9	$(0.2)	$ 1.7

~~For~~PLP ~~information~~estimates ~~related~~that contributions to ~~IMC~~the ~~Phosphates,~~pension ~~see~~plans ~~Part~~will be ~~I, Item~~ $1.2, ~~"Management's~~million ~~Discussion~~in ~~and~~2004. Contributions ~~Analysis~~made offor ~~Financial~~other ~~Condition~~benefits ~~and~~plans ~~Results~~are generally ofon ~~Operations,"~~schedule ofwith ~~IMC~~the ~~Phosphates'~~dollar ~~Form~~estimates ~~10-Q~~disclosed ~~included~~ in ~~Part~~PLP's ~~II,~~2003 ~~Item~~Annual Report 5,on ~~"Other Information," of this Form~~ 10-QK.

~~______________________________________~~ -5-

~~1All~~In ~~statements~~December 2003, ~~other~~the ~~than~~Medicare ~~statements~~Prescription Drug, Improvement and Modernization Act of ~~historical~~2003 ~~fact,~~(Act) ~~appearing~~was ~~under~~signed ~~Part~~into I,law. ~~Item~~The 2Act expands Medicare, ~~"Management's~~primarily ~~Discussion~~by ~~and~~adding ~~Analysis~~a ofprescription ~~Financial~~drug ~~Condition~~benefit ~~and~~for ~~Results~~Medicare-eligibles starting ofin ~~Operations,"~~2006. The ~~constitute~~Act ~~"forward-looking~~provides ~~statements" within~~employers ~~the~~currently ~~meaning~~sponsoring prescription ofdrug ~~the~~programs ~~Private~~for ~~Securities~~Medicare-eligibles ~~Litigation~~with ~~Reform~~a ~~Act~~range of ~~1995. In~~options ~~particular,~~for coordinating ~~forward-looking~~with ~~statements~~the ~~may~~new ~~include~~government-sponsored ~~words~~program ~~such~~to aspotentially ~~"expect,"~~reduce program ~~"anticipate,"~~costs. ~~"believe,"~~These ~~"may,"~~options ~~"should,"~~include ~~"could"~~supplementing orthe ~~"estimate." These~~government ~~statements~~program ~~involve~~on ~~certain~~a ~~risks~~secondary ~~and~~payor ~~uncertainties~~basis ~~that~~or ~~may~~accepting ~~cause~~a ~~actual~~direct ~~results~~subsidy tofrom ~~differ~~the ~~materially~~government ~~from~~to support ~~expectations~~a asportion of the ~~date~~cost of ~~this~~the ~~Form~~employer's ~~10-Q~~program.

~~Factors~~Statement ~~that~~of ~~could~~Financial ~~cause~~Accounting ~~actual~~Standards ~~results~~(SFAS) No. ~~to differ materially from those expressed or implied by the forward-looking statements include~~106, ~~but~~Employers' ~~are~~Accounting ~~not~~for ~~limited~~Postretirement ~~to,~~Benefits ~~the~~Other ~~following: general business and economic conditions and governmental policies affecting the~~Than ~~agricultural industry in localities where PLP~~Pensions, ~~IMC~~requires ~~Phosphates~~that orpresently ~~its~~enacted ~~customers~~changes ~~operate;~~in ~~weather~~law ~~conditions;~~impacting employer-sponsored ~~the~~retiree ~~terms~~health ~~and~~care ~~interest~~programs ~~rates~~which ontake ~~debt~~effect ~~of PLP and of IMC Phosphates; the willingness of IMC to continue to loan funds to PLP and IMC Phosphates; changes~~ in ~~the~~future ~~Selling,~~periods ~~general~~be ~~and~~considered ~~administrative~~in ~~expense~~current-period ~~allocation~~measurements ~~charged by IMC to PLP; the impact of competitive products; pressure on prices realized by PLP and IMC Phosphates~~ for ~~their~~benefits ~~products;~~expected ~~constraints on supplies of raw materials used in manufacturing certain of PLP's~~to ~~and~~be ~~IMC~~provided ~~Phosphates' products; capacity constraints limiting the production of certain products; difficulties or delays~~ in ~~the~~those ~~development,~~future ~~production,~~periods. ~~testing and marketing of products; difficulties or delays in receiving~~Therefore, orunder ~~increased~~SFAS ~~costs~~No. of106 ~~obtaining or~~guidance, ~~satisfying~~measures ~~conditions~~ of, ~~required~~plan ~~governmental~~liabilities and ~~regulatory~~annual ~~approvals;~~expense ~~market~~on ~~acceptance~~or ~~issues,~~after ~~including~~ the ~~failure~~date of ~~products to generate anticipated sales levels; the effects of and change in trade, monetary, environmental and fiscal policies, laws and~~ ~~regulations;~~enactment ~~foreign~~should ~~exchange~~reflect ~~rates and fluctuations in those rates;~~ the ~~costs and~~ effects of ~~legal proceedings, including environmental and administrative proceedings involving PLP and IMC Phosphates; success in implementing PLP's and IMC Phosphates' various initiatives;~~ the ~~uncertain effects upon the global and domestic economies and financial markets of the terrorist attacks in New York City and Washington, D~~Act.C. ~~on September 11, 2001 and their aftermaths; and other risk factors reported from time to time in PLP's and IMC Phosphates' Securities and Exchange Commission reports.~~

~~Capital~~Also ~~Resources~~in December 2003, the Financial Accounting Standards Board (FASB) staff issued FASB Staff Position SFAS No. 106-1, which allows for a one-time election to defer the accounting for the Act. PLP has chosen to defer recognition of the potential effects of the Act in these 2004 disclosures. Therefore, the information reported in these financial statements does not yet reflect any potential impact of the Act. Specific, authoritative guidance on the accounting for the government subsidy is pending and ~~Liquidity~~that guidance, when issued, could require PLP to change previously reported information.

~~Historically,~~In 2004, PLP ~~has~~intends ~~satisfied its borrowing needs through IMC. PLP has borrowed $413.0 million from IMC. PLP has two separate credit agreements with IMC (IMC Agreements). One agreement is a demand note for up~~ to ~~$300.0~~review ~~million~~the ~~and bears~~other ~~interest~~benefits atplans ain ~~variable~~light ~~rate,~~of ~~based~~the ~~on LIBOR plus one percent, which was 2~~Act.~~125~~ The ~~percent~~Company aswill ofmost ~~September~~likely ~~30,~~amend ~~2003, while~~ the other ~~agreement~~benefits isplans ~~an 8.75 percent demand note for up~~ to ~~$150.0~~coordinate ~~million. Interest~~with ~~under~~ the ~~IMC~~new ~~Agreements~~Medicare isprescription ~~payable quarterly. PLP~~drug ~~had~~program ~~borrowed~~or ~~$263.0~~to ~~million~~receive ~~and~~the ~~$150.0~~direct ~~million,~~subsidy ~~respectively,~~from ~~as of September 30, 2003 under~~ the ~~IMC Agreements~~government. ~~IMC~~As ~~has~~a ~~advised~~ result, PLP anticipates that ~~it does not intend to demand payment on~~ the other ~~IMC~~benefits ~~Agreements~~plans' ~~prior~~obligations toand ~~October 1, 2004; however, IMC has entered into~~costs ~~discussions~~could ~~with~~be ~~PLP~~reduced ~~contemplating~~once ~~a revision to~~ the ~~terms~~amendments ofare ~~the~~adopted ~~loans~~and/or ~~from IMC, including~~ the ~~interest~~government subsidies ~~rate,~~are ~~if warranted~~considered. ~~The IMC Agreements evidencing the obligations to IMC have been classified as long-term.~~

IMC's ability to make payments on and to refinance its indebtedness and to fund planned capital expenditures and expansion efforts in the future, if any, will depend on IMC's ability to generate cash in the future3. ~~This, to a certain extent, is subject to~~ PENSACOLA general economic, financial, competitive and other factors that are beyond IMC's control. IMC believes that its cash, other liquid assets and operating cash flow, together with available borrowings and potential access to credit and capital markets, will be sufficient to meet IMC's operating expenses and capital expenditures and to service its debt requirements and other contractual obligations as they become due.SETTLEMENT

~~IMC's~~On ~~credit~~March ~~facilities~~28, ~~require~~2001, itand toagain ~~maintain~~on ~~certain~~April ~~financial~~25, ~~ratios~~2001, plaintiffs ~~including~~from Pensacola, Florida filed class-action lawsuits against Agrico Chemical Company (Agrico), a ~~leverage~~subsidiary ~~ratio~~of ~~test~~PLP and ana ~~interest~~number ~~coverage~~of ~~test. In~~unrelated defendants ~~addition,~~(First ~~the~~action ~~credit~~- ~~facilities~~Samples ~~contain~~et ~~certain~~al. ~~covenants~~vs. ~~and~~Conoco ~~events~~Inc. ofet ~~default~~al. ~~Most~~, ofSecond ~~IMC's~~Action ~~various~~- ~~material~~Williams ~~debt~~et ~~instruments~~al. ~~have~~vs. ~~cross~~Conoco ~~default provisions~~Inc. ~~In general~~, both ~~pursuant~~in tothe ~~these~~Circuit ~~provisions,~~Court of the ~~instruments~~First ~~governing~~Judicial ~~such~~Circuit, ~~debt~~Escambia ~~arrangements~~County Florida). The ~~each~~complainants ~~provide~~in ~~that~~these acases ~~failure~~seek todamages ~~pay~~in ~~principal~~an orunspecified amount ~~interest~~purportedly ~~under~~arising ~~other~~from ~~indebtedness~~releases into ~~excess~~groundwater ofoccurring aat ~~specified~~the ~~threshold~~Agrico ~~amount~~Superfund ~~will~~site ~~result~~ in aPensacola, ~~cross-default~~Florida. OfAs ~~IMC's~~a ~~material~~division ~~debt~~of ~~instruments,~~Conoco ~~the~~Inc. ~~senior~~(Conoco) and ~~credit~~then ~~facility~~as ~~entered~~a ~~into~~subsidiary onof ~~May~~The 17Williams Companies, ~~2001~~Agrico ~~(Credit~~owned ~~Facility)~~and ~~has~~operated this ~~the~~facility ~~lowest~~for ~~specified~~a ~~threshold~~number ~~amount,~~of ~~$20.0~~years ~~million~~to produce crop nutrients and crop nutrient-related materials. ~~IMC's~~The ~~access~~Samples tocase ~~funds~~primarily isseeks ~~dependent~~unspecified compensation ~~upon~~for ~~its product~~alleged ~~prices~~diminution in property value, ~~input~~loss of use of groundwater, restoration costs, unjust enrichment and ~~market~~other ~~conditions~~damages. ~~During~~The ~~periods~~Williams inaction ~~which~~asserts ~~product~~a ~~prices~~state orlaw ~~volumes;~~claim ~~raw~~seeking medical ~~material~~monitoring ~~prices~~as ora ~~availability;~~result orof ~~other~~the ~~conditions~~releases ~~reflect~~to ~~the~~groundwater. On ~~adverse~~April ~~impact~~2, 2004, ofa ~~cyclical~~term ~~market~~sheet ~~trends~~was orsigned ~~other~~to ~~factors,~~settle ~~there~~these ~~can~~two belawsuits. The noterm ~~assurance~~sheet provides that ~~IMC~~ ~~would~~the bedefendants ~~able~~collectively will pay a total of $65.0 million to class ~~comply~~members ~~with~~in ~~applicable~~Pensacola ~~financial~~to ~~covenants~~address orconcerns ~~meet~~regarding ~~its~~impacts ~~liquidity~~to ~~needs~~property and an additional $3.5 ~~IMC~~million ~~cannot~~to ~~assure~~fund ~~that~~a ~~its~~voluntary ~~business~~medical monitoring program. The defendants also will ~~generate~~reimburse ~~sufficient~~plaintiff ~~cash~~attorneys' fees ~~flow~~and costs, once those have been requested from ~~operations~~and inapproved by a Florida Circuit Court (Circuit Court). The definitive agreements reflecting the terms ~~future;~~of ~~that~~both ~~its~~settlements ~~currently~~received ~~anticipated~~preliminary approval ~~growth~~from inthe ~~net~~Circuit ~~sales~~Courts ~~and~~on ~~cash~~June ~~flow~~1, ~~will~~2004. Notice beof these ~~realized;~~settlements orhas ~~that~~been ~~future~~provided ~~borrowings~~to ~~will~~class bemembers. The ~~available~~Court ~~when~~is ~~needed~~expected orto hold fairness hearings in anlate ~~amount~~September. The ~~sufficient~~full toterms ~~enable~~of ~~IMC~~the tosettlement will ~~repay~~not ~~indebtedness~~be orfinal tountil ~~fund~~such ~~other~~hearings ~~liquidity~~are ~~needs~~held and the Court issues final approvals.

There can be no assurance that IMC will be able to obtain any necessary waivers or amendments from the requisite lenders. Any failure to comply with the restrictions of the credit facilities or any agreement governing its indebtedness may result in an event ~~of default under those agreements. Such default may allow the creditors to accelerate the related debt, which may trigger cross~~ -~~acceleration or cross~~6-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply IMC with further funds (including periodic rollovers of existing borrowings). IMC has been in compliance with all of its debt and other covenants during all periods presented. No waivers have been necessary.

InAs ~~addition to distributions from IMC Phosphates, PLP has historically relied on borrowings from IMC as~~ a ~~principal~~result ~~source~~ of ~~liquidity. Pursuant to~~ the ~~Credit~~proposed ~~Facility, IMC~~ settlement and ~~certain~~legal ~~of its domestic subsidiaries~~expenses, ~~including~~ PLP ~~and~~recorded ~~IMC~~a ~~Phosphates,~~charge ~~may borrow~~in upthe tofirst ~~approximately~~six ~~$470.0~~months ~~million. The Credit Facility consisted~~ of a2004 ~~revolving credit facility (Revolving Credit Facility)~~ of ~~up to~~ $~~210~~10.08 million, ~~available~~net ~~for revolving credit loans and letters~~ of ~~credit~~previously asestablished ~~well~~reserves asin aOther ~~term loan facility (Term Loan~~expense, ~~Facility) of approximately $260~~net.~~0 million.~~

The Credit Facility requires IMC to meet certain financial tests, including, but not limited to, a maximum total leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a maximum ratio of the sum of certain secured obligations as of any date to the collateral coverage amount (as defined in the Credit Facility)4. In CARGILL ~~addition,~~CROP ~~the~~NUTRITION ~~Credit~~AND ~~Facility~~PLP ~~contains certain covenants, including limitations on the payment of dividends, and events of default.~~MERGERS

AsIMC and Cargill, Incorporated (Cargill) announced on January 27, 2004 the signing of ~~September~~a 30definitive agreement to combine IMC and Cargill Crop Nutrition to create a new, ~~2003~~publicly traded company. Under terms of the definitive agreement, IMC ~~had~~common nostockholders ~~outstanding~~and ~~borrowings~~Cargill ~~under~~will ~~the~~own ~~Revolving~~on ~~Credit~~a pro ~~Facility~~forma basis 33.5 percent and 66.5 percent, respectively, of the outstanding common ~~letters~~shares of ~~credit~~the ~~totaling~~new ~~$82~~company.5 On ~~million~~April 8, ~~$2.6~~2004, ~~million~~Global ofNutrition Solutions, Inc. (which dohas ~~not~~been ~~reduce~~renamed ~~availability~~Mosaic) ~~under~~filed a Registration Statement on Form S-4 with the ~~Revolving~~U.S. ~~Credit~~Securities ~~Facility,~~and Exchange Commission (SEC) containing a preliminary proxy statement/prospectus regarding the proposed transaction between IMC and ~~$259~~Cargill Crop Nutrition.0 On ~~million~~June 17, 2004, Global Nutrition ~~outstanding~~Solutions, ~~under~~Inc. ~~the~~filed ~~Term~~an ~~Loan~~amendment ~~Facility~~to such registration statement. The combination ~~net~~is ~~available~~subject ~~additional~~to ~~borrowings~~regulatory ~~under~~approval in the ~~Revolving~~U.S. ~~Credit~~and ~~Facility~~Canada; asthe approval of ~~September~~IMC's 30common shareholders; the completion of the PLP merger referred to below; and satisfaction of other customary closing conditions. Necessary antitrust or competition processes required in several other jurisdictions, ~~2003~~including China, ~~were~~have ~~approximately~~been ~~$130~~fully satisfied.1 Closing ~~million~~is anticipated in September of 2004. IMC will not distribute the definitive proxy statement/prospectus regarding the proposed transaction to its common stockholders until the SEC has completed its review of such Registration Statement and such Registration Statement has been declared effective by the SEC.

~~Most~~On ofMarch 19, 2004, IMC's ~~sales~~and ofPLP ~~potash~~announced ~~into~~the ~~and~~signing of ~~from~~a ~~the~~definitive ~~United~~agreement ~~States~~to ~~are~~merge ~~made~~PLP ~~through~~into a subsidiary, ~~IMC~~of ~~USA Inc. LLC (~~IMC ~~USA)~~. OnPursuant ~~May~~to the 7merger, ~~2003,~~each ~~IMC~~publicly ~~USA~~traded ~~entered~~PLP ~~into~~unit awould ~~five~~be ~~year~~converted ~~$55.0~~into ~~million~~the ~~revolving~~right ~~credit~~to receive ~~facility~~0.2 ~~(Potash~~shares ~~Facility)~~of ~~where~~IMC itcommon ~~may~~stock. Alpine ~~borrow~~Capital upand toThe ~~a maximum~~Anne ~~of $52~~T.5 ~~million~~and Robert ~~subject~~M. toBass aFoundation ~~borrowing~~(collectively, ~~base~~the ~~calculation~~largest ~~based~~public onholders ~~eligible~~of ~~inventory~~PLP units) ~~and~~have ~~accounts~~agreed ~~receivable.~~to ~~Borrowings~~support ~~under~~such ~~the~~a ~~facility~~transaction. On ~~bear~~April an20, ~~interest~~2004, ~~rate~~IMC offiled a ~~LIBOR~~Registration ~~plus~~Statement aon ~~spread~~Form ~~(initially~~S-4 ~~275~~with ~~basis~~the ~~points),~~SEC ~~and~~containing ~~are~~a ~~secured~~preliminary proxy bystatement/prospectus ~~IMC~~regarding ~~USA's~~the ~~accounts receivable~~proposed ~~and~~PLP ~~inventory~~merger. ~~The~~On ~~Potash~~June ~~Facility~~17, 2004, isIMC ~~available~~filed ~~for~~an ~~the~~amendment ~~general~~to ~~corporate~~such ~~purposes~~Registration ~~of IMC USA~~Statement. The ~~Borrowings~~PLP ~~under~~merger ~~the~~is ~~Potash~~subject to ~~Facility~~certain ~~are~~conditions, ~~guaranteed~~including onamong another ~~unsecured~~things, ~~basis~~approval by ~~IMC~~the ~~USA~~partners of ~~Holdings Inc.~~PLP, aand ~~subsidiary~~other ofconditions ~~IMC~~which ~~and~~are ~~the~~customary ~~parent~~for transactions of ~~IMC~~this nature ~~USA.~~involving ~~Neither IMC,~~publicly ~~nor~~traded ~~any~~companies. On ~~other~~July ~~subsidiary~~15, is2004, athe ~~guarantor~~waiting period for the ~~borrowings~~PLP merger under the ~~Potash~~Hart-Scott-Rodino ~~Facility.~~Antitrust AsImprovements Act of ~~September 30~~1976, ~~2003~~as amended, ~~the~~was ~~Potash~~terminated. Closing ~~Facility~~is ~~had~~anticipated ain ~~borrowing~~September of ~~base~~2004. ~~that~~PLP ~~could~~will ~~support~~not ~~borrowings~~distribute upthe todefinitive ~~$31.9~~proxy ~~million,~~statement/prospectus regarding ofthe ~~which~~proposed ~~IMC~~transaction ~~USA~~to ~~had~~the ~~borrowed~~PLP ~~$17.3~~unitholders ~~million.~~until ~~The~~the ~~net~~SEC has ~~available~~completed ~~borrowings~~its ~~under~~review ~~the~~of ~~Potash~~such ~~Facility~~Registration asStatement ofand ~~September~~such ~~30,~~Registration Statement ~~2003~~has ~~were~~been ~~$14.6~~declared ~~million~~effective by the SEC.

InFor ~~June~~further ~~2003,~~information ~~IMC~~regarding ~~sold~~the ~~2.75~~transactions ~~million~~referred ~~shares~~to ofin ~~7.5~~the prior ~~percent~~two ~~Mandatory~~paragraphs, ~~Convertible~~reference ~~Preferred~~is ~~Shares~~made ~~(liquidation~~to ~~preference~~Note ~~$50 per share) (Preferred Shares) for net proceeds of $133.1 million. The Preferred Shares have a dividend yield of~~ 7.5 ~~percent,~~and aActions 22Challenging ~~percent~~the ~~conversion~~PLP ~~premium~~Unit ~~(for~~Exchange anin ~~equivalent~~Note ~~conversion~~6 ~~price~~ of ~~$7.76~~Notes ~~per~~to ~~common~~Financial ~~share)~~Statements ~~and~~in ~~will mandatorily convert into shares of IMC~~PLP's ~~common~~Annual Report ~~stock~~ on ~~July~~Form 1,10-K ~~2006. The net proceeds of the offering were used~~ for ~~general corporate purposes, which included funding working capital and debt reduction. The number of common shares that could be issued upon conversion of~~ the ~~2.75~~fiscal ~~million~~year ~~Preferred~~ended ~~Shares~~December ~~ranges from approximately 17.7 million shares to 21.6 million shares~~31, ~~based upon the average market price of IMC's common stock~~2003.

On August 1, 2003 IMC issued $400.0 million principal amount of 10.875 percent Notes due 2013 with net proceeds before fees and expenses of $391.1 million (August Note Offering). The proceeds of the August Note Offering, together with $59.4 million of proceeds from the Preferred Shares, were used to: (i) repurchase $140.4 million of the 6.55 percent notes due 2005 and $273.1 million of the -7.625 percent notes due 2005 pursuant to tender offers (Tender Offers) completed on August 1, 2003; (ii) pay $23.3 million of tender premiums related to the Tender Offers; (iii) pay $5.6 million of accrued interest related to the repurchased bonds; and (iv) pay related fees and expenses. The 10.875 percent notes due 2013 contain covenants similar to and rank pari pasu with the Company's 10.875 percent notes due 2008 and the 11.25 percent notes due 2011 (collectively the Notes) and are guaranteed by the same subsidiaries of IMC, including PLP and IMC Phosphates, that guarantee the 10.875 percent notes due 2008 and the 11.25 percent notes due 2011. The guarantees by PLP and IMC Phosphates are limited by the amount of intercompany debt owed by such entities to IMC and its other subsidiaries. The Notes contain certain covenants that limit matters including the making of restricted payments, as defined. Under the most restrictive of the covenants limiting restricted payments, as of September 30, 2003, the Company had $24.8 million available for the payment of cash dividends with respect to its common and preferred stock.-

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.[1]

~~IMC~~Results ~~Phosphates incurs liabilities for reclamation activities and phosphogypsum stack closure, primarily in its Florida phosphate operations, where to obtain necessary permits, it must either pass a test~~ of financial strength or provide credit support, typically surety bonds or financial guarantees. As of September 30, 2003, IMC Phosphates had $84.4 million in surety bonds outstanding which mature over the next twelve months, and met the financial strength test for the remaining portion of such additional liabilities. In connection with the outstanding surety bonds, IMC Phosphates, through IMC, has posted $40.0 million of collateral in the form of letters of credit. There can be no assurance that IMC Phosphates can continue to pass such tests of financial strength or to purchase surety bonds on the same terms and conditions. However, IMC Phosphates anticipates that it will be able to satisfy applicable credit support requirements without disrupting normal business operations.Operations

New financial responsibility rules for closure and long-term care of phosphogypsum stacks in the State of Florida are expected to be implemented beginning in 2004. In addition to more stringent financial tests than the current rules, the new rules call for the phasing out of the financial test mechanism in lieu of liquid financial assurance mechanisms (such as surety bonds, letters of credit, closure insurance or escrow accounts) over the next 20 years. In addition, the cost of treating phosphogypsum wastewater must be phased in as part of the closure costs over the next 20 years. All such costs are currently recognized as liabilities by IMC Phosphates in accordance with SFAS No.143.PLP

~~Net~~Three ~~cash~~months ~~used~~ended inJune ~~operating~~30, 2004 ~~activities totaled $25~~vs.4 ~~million~~three ~~for the first nine~~ months ofended ~~2003~~June ~~versus~~30, ~~$28.3 million for the same period in 2002.~~2003

~~Net~~PLP ~~cash~~incurred ~~provided~~a loss byof ~~financing~~$6.1 ~~activities~~million, ~~for~~or ~~the~~$0.06 ~~nine-month~~per ~~period~~unit, ~~ending~~in ~~September~~the ~~30,~~second ~~2003~~quarter ~~was~~of ~~$25~~2004.4 This compares ~~million~~to ~~compared~~a toloss of $2819.35 million, ~~for~~or ~~the~~$0.19 ~~same~~per ~~period~~unit, in ~~2002~~the second quarter of 2003. ~~Cash~~The ~~provided~~reduced byloss ~~financing~~in ~~activities~~2004 inprimarily ~~both~~resulted ~~periods~~from ~~was~~an increase in the equity ~~result~~in earnings of ~~additional borrowings~~IMC ~~from~~Phosphates Company (IMC ~~used~~Phosphates) towhich ~~fund~~mainly occurred ~~operating~~because ~~activities. PLP~~of ~~declared~~higher nosales ~~cash~~prices ~~distribution~~and ~~for~~favorable ~~the~~idle ~~quarter~~plant ~~ended~~costs, partially ~~September~~offset ~~30,~~by ~~2003~~higher phosphate operating costs. ~~PLP~~In ~~anticipates~~addition, ~~that~~Selling, general ~~for~~and ~~the~~administrative ~~foreseeable~~expenses ~~future~~were ~~any~~$0.9 ~~available~~million ~~cash~~lower ~~will~~in bethe ~~used~~current quarter toprimarily ~~reduce~~as ~~outstanding~~a ~~debt~~result ~~with~~of ~~IMC. As~~the afavorable ~~result,~~impact noof ~~PLP~~the ~~cash~~amendment ~~distributions~~to ~~are~~the retiree ~~planned~~medical plan in the ~~foreseeable~~prior ~~future~~year.

~~Item~~Six 3months ended June 30, 2004 vs. ~~Quantitative~~ ~~and~~six ~~Qualitative~~months ~~Disclosures~~ended ~~About~~June ~~Market~~30, ~~Risk.~~2003

PLP isincurred ~~exposed~~a loss ~~to the impact~~ of ~~interest~~$20.7 ~~rate changes on borrowings and~~million, ~~through~~or ~~its~~$0.20 ~~investment~~per ~~in IMC Phosphates~~unit, ~~the impact of fluctuations~~ in the ~~purchase~~first ~~price~~six ofmonths ~~natural gas, ammonia and sulphur consumed in operations, as well as changes in the fair value~~ of ~~its~~ ~~financial instruments~~2004. ToThis compares ~~manage certain of its risks, IMC Phosphates periodically enters into natural gas forward purchase contracts in order~~ to ~~reduce~~a ~~the~~loss ~~effects~~ of ~~changing~~$53.6 ~~natural gas prices~~million, ~~but~~or ~~not for trading purposes~~$0. ~~PLP~~52 ~~conducted sensitivity~~per ~~analyses~~unit, ~~of certain financial instruments assuming a one percentage point adverse change~~ in ~~interest~~the ~~rates~~first onsix ~~outstanding borrowings as~~ months of ~~September 30,~~ 2003. ~~Holding~~The ~~all~~results ~~other~~from ~~variables constant,~~ the ~~hypothetical~~first ~~adverse~~six ~~changes~~months ~~would~~of ~~increase PLP's~~2003 ~~interest~~included ~~expense~~a bycharge of $213.6 million, ~~for~~or ~~the next twelve months~~$0. ~~IMC~~13 ~~Phosphates~~per ~~has~~unit, ~~increased~~for the ~~amount~~Cumulative effect of ~~its~~a ~~natural~~change ~~gas~~in ~~forward~~accounting principle ~~purchase~~from ~~contracts~~the ~~since~~adoption ~~December 31, 2002 to a notional amount~~ of ~~9.9~~Statement ~~million mmbtu as~~ of ~~September~~Financial ~~30,~~Accounting ~~2003. The contracts~~Standards ~~extend through October 31, 2004 and have an average price of $5~~(SFAS) No.28 ~~per mmbtu. As of September 30~~143, ~~2003,~~Accounting ~~PLP's~~for ~~exposure~~Asset toRetirement ~~the~~Obligations ~~remaining~~on ~~market~~January ~~risk factors discussed above had not materially changed from December 31~~1, ~~2002~~2003.

[1] All statements, other than statements of historical fact, appearing under Part I, Item 42, "Management's Discussion and Analysis of Financial Condition and Results of Operations," constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. ~~Controls~~ In particular, forward-looking statements may include words such as "expect," "anticipate," "believe," "may," "should," "could" or "estimate." These statements involve certain risks and ~~Procedures~~uncertainties that may cause actual results to differ materially from expectations as of the date of this filing.

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: general business and economic conditions and governmental policies affecting the agricultural industry in localities where PLP, ~~maintains~~IMC ~~disclosure~~Phosphates ~~controls~~or its customers operate; weather conditions; the terms and ~~procedures~~interest rates on debt of PLP and ~~internal~~of ~~controls~~IMC ~~designed~~Phosphates; the willingness of IMC to ~~ensure~~continue ~~that~~to ~~information~~loan ~~required~~funds to bePLP ~~disclosed~~and IMC Phosphates; changes in the Selling, general and administrative expense allocation charged by IMC to PLP; the impact of competitive products; pressure on prices realized by PLP and IMC Phosphates for their products; constraints on supplies of raw materials used in manufacturing certain of PLP's ~~filings~~and ~~under~~IMC Phosphates' products; capacity constraints limiting the ~~Securities~~production ~~Exchange~~of ~~Act~~certain products; difficulties or delays in the development, production, testing and marketing of ~~1934~~products; isdifficulties ~~recorded~~or delays in receiving, ~~processed~~or increased costs of obtaining or satisfying conditions of, ~~summarized~~required governmental and ~~reported~~regulatory approvals; ~~within~~market acceptance issues, including the ~~time~~failure ~~periods~~of products to ~~specified~~generate inanticipated sales levels; the ~~Securities~~effects of and ~~Exchange~~change ~~Commission's~~in ~~rules~~trade, monetary, environmental and ~~forms. PRP~~fiscal policies, ~~with~~laws and regulations; foreign exchange rates and fluctuations in those rates; the ~~participation~~costs and effects of ~~its~~legal proceedings, ~~principal~~including ~~executive~~environmental and ~~financial~~administrative ~~officers,~~proceedings ~~has~~involving PLP ~~evaluated~~and ~~the~~IMC ~~effectiveness~~Phosphates; ofsuccess in implementing PLP's ~~disclosure~~and ~~controls~~IMC ~~and~~Phosphates' various ~~procedures~~initiatives; asthe ofuncertain effects upon the ~~end~~global and domestic economies and financial markets of the ~~period~~terrorist ~~covered by~~attacks ~~this~~in ~~Quarterly~~New ~~Report~~York onCity ~~Form~~and Washington, ~~10-Q~~D. ~~PRP~~C. on September 11, 2001 and their aftermaths; and other risk factors reported from time to time in PLP's ~~principal~~and ~~executive~~IMC Phosphates' Securities and Exchange ~~financial~~Commission ~~officers~~reports. ~~have~~These ~~concluded~~factors are based onupon ~~such~~IMC's ~~evaluation~~strategic plans and direction under its current Board of Directors and management. IMC has entered into a business combination agreement with Cargill. If the transactions contemplated thereby are consummated, ~~that~~IMC's ~~such~~business ~~disclosure~~would ~~controls~~be operated by a newly-formed public company going forward. The Board of Directors and ~~procedures~~management ~~were~~of ~~effective~~the ~~for~~new public company will not be the ~~purpose~~same as exists on the date hereof for ~~which~~IMC, and they ~~were~~may ~~designed~~operate the asbusiness of ~~the~~IMC ~~end~~in ofa manner that differs from IMC's current operations. The factors listed above do not account for any such possible change in IMC's ~~period~~operations.

There was no change in PLP's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to ~~materially affect, PLP's internal control over financial reporting.~~-8-

~~Part~~The IIreduced loss in 2004 was primarily the result of an increase in the equity in earnings of IMC Phosphates, which generated earnings in the current year as compared to a loss in the prior year period. ~~OTHER~~The ~~INFORMATION~~favorable change in IMC Phosphates earnings mainly occurred because of higher sales prices and favorable idle plant costs, partially offset by higher raw material costs and higher phosphate operating costs. The favorable change in the equity in earnings of IMC Phosphates was partially offset by the recording of $10.8 million of expense for the proposed settlement of litigation and legal expenses in Pensacola, Florida, net of previously established reserves, in Other expense, net in the first half of 2004. In addition, selling, general and administrative expenses were $2.2 million lower in the current year primarily as a result of the favorable impact of the amendment to the retiree medical plan in the prior year.

IMC Phosphates Company For information related to IMC Phosphates, see Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of IMC Phosphates' Form 10-Q included in Part II, Item 5~~. Other~~, "Other Information," of this report on Form 10-Q.

~~****************************************************************~~Capital Resources and Liquidity

~~UNITED~~Historically, ~~STATES~~PLP has satisfied its borrowing needs through ~~SECURITIES~~IMC. PLP ~~AND~~has ~~EXCHANGE~~borrowed ~~COMMISSION~~$442.6 million from IMC as of June 30, 2004. ~~Washington~~PLP has two separate credit agreements with IMC (IMC Agreements). One agreement is a demand note for up to $300.0 million and bears interest at a variable rate, Dbased on LIBOR plus one percent, which was 2.C125 percent as of June 30, 2004 while the other agreement is an 8.75 ~~20549~~percent demand note for up to $150.0 million. Interest under the IMC Agreements is payable quarterly. PLP had borrowed $292.6 million and $150.0 million, respectively, as of June 30, 2004 under the IMC Agreements. IMC has advised PLP that it does not intend to demand payment on the IMC Agreements prior to July 1, 2005; however, IMC has entered into discussions with PLP contemplating a revision to the terms of the loans from IMC, including the interest rate, if warranted. The IMC Agreements evidencing the obligations to IMC have been classified as long-term.

~~FORM~~IMC's ~~10-Q~~ability to make payments on and to refinance its indebtedness and to fund planned capital expenditures and expansion efforts in the future, if any, will depend on IMC's ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond IMC's control. IMC believes that its cash, other liquid assets and operating cash flow, together with available borrowings and potential access to credit and capital markets, will be sufficient to meet IMC's operating expenses and capital expenditures and to service its debt requirements and other contractual obligations as they become due.

~~QUARTERLY~~IMC's ~~REPORT~~credit ~~PURSUANT~~facilities TOrequire ~~SECTION~~it 13to ORmaintain 15certain financial ratios, including a leverage ratio test and an interest coverage test. In addition, the credit facilities contain certain covenants and events of default. Most of IMC's various material debt instruments have cross default provisions. In general, pursuant to these provisions, the instruments governing such debt arrangements each provide that a failure to pay principal or interest under other indebtedness in excess of a specified threshold amount will result in a cross-default. Of IMC's material debt instruments, the senior credit facility entered into on May 17, 2001 (dCredit Facility) OFhas the lowest ~~THE~~specified ~~SECURITIES~~threshold ~~EXCHANGE~~amount, ~~ACT~~$20.0 OFmillion. IMC's ~~1934~~access to funds is dependent upon its product prices, input costs and market conditions. During periods in which product prices or volumes; raw material prices or availability; or other conditions

~~For the quarterly period ended September 30, 2003~~ -9-

~~Commission~~reflect ~~file~~the ~~number~~adverse ~~333-71510-06~~impact of cyclical market trends or other factors, there can be no assurance that IMC would be able to comply with applicable financial covenants or meet its liquidity needs. IMC cannot assure that its business will generate sufficient cash flow from operations in the future; that its currently anticipated growth in net sales and cash flow will be realized; or that future borrowings will be available when needed or in an amount sufficient to enable IMC to repay indebtedness or to fund other liquidity needs.

There can be no assurance that IMC ~~Phosphates~~will ~~Company~~be able to obtain any necessary waivers or amendments from the requisite lenders. Any failure to comply with the restrictions of the credit facilities or any agreement governing its indebtedness may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply IMC with further funds (~~Exact~~including ~~name~~periodic rollovers of ~~registrant~~existing borrowings). IMC ashas ~~specified~~been in compliance with all of its ~~charter)~~debt and other covenants during all periods presented. No waivers have been necessary.

~~Delaware~~In ~~(State~~addition orto ~~other~~distributions ~~jurisdiction~~from ofIMC ~~incorporation~~Phosphates, orPLP has ~~organization)~~historically ~~36-3892806~~relied ~~(I.R.S.~~on ~~Employer~~borrowings ~~Identification~~from ~~No.)~~IMC ~~100~~as Sa principal source of liquidity. Pursuant ~~Saunders~~to ~~Road~~the ~~Lake~~Credit ~~Forest~~Facility, ~~Illinois~~IMC ~~60045~~and ~~(847)~~certain ~~739-1200~~of ~~(Address~~its domestic subsidiaries, including PLP and ~~zip~~IMC ~~code~~Phosphates, may borrow up to approximately $460.7 million. The Credit Facility consisted of ~~principal~~a ~~executive~~revolving ~~offices~~credit facility (Revolving Credit Facility) of up to $210.0 million available for revolving credit loans and ~~registrant's~~letters ~~telephone~~of ~~number,~~credit ~~including~~as ~~area~~well ~~code~~as a term loan facility (Term Loan Facility) of approximately $250.7 million.

~~Indicate~~The byCredit ~~check~~Facility ~~mark~~requires ~~whether~~IMC ~~the~~to ~~registrant~~meet ~~(1)~~certain financial ~~has~~tests, ~~filed~~including, ~~all~~but ~~reports~~not ~~required~~limited to, bea ~~filed~~maximum bytotal ~~Section~~leverage 13ratio, a ormaximum ~~15(d)~~secured ofleverage ~~the~~ratio, ~~Securities~~a ~~Exchange~~minimum ~~Act~~interest ofcoverage ~~1934~~ratio ~~during~~and a maximum ratio of the ~~preceding~~sum 12of ~~months~~certain ~~(or~~secured ~~for~~obligations ~~such~~as ~~shorter~~of ~~period~~any ~~that~~date to the collateral ~~Registrant~~coverage ~~was~~amount ~~required~~(as todefined ~~file~~in ~~such reports),~~the ~~and~~Credit (2Facility). In ~~has~~addition, the ~~been~~Credit ~~subject~~Facility tocontains ~~such~~certain ~~filing~~covenants, ~~requirements~~including ~~for~~limitations on the payment ~~past~~of 90dividends, ~~days~~and events of default.

~~Yes X~~ In March 2004, IMC announced that it had obtained amendments to the credit agreement governing its Credit Facility (Credit Agreement). No The descriptions of the terms of the Credit Agreement below reflect those amendments.

~~Indicate~~The byinterest ~~check~~expense ~~mark~~coverage ~~whether~~ratio is the ~~registrant~~ratio isof consolidated anCredit ~~accelerated~~Agreement ~~filer~~adjusted EBITDA to consolidated interest expense (as defined in ~~Rule~~the ~~12b-2~~Credit ofAgreement governing IMC's credit facilities), and such ratio is required to equal or exceed the ~~Exchange~~following ~~Act~~ratios for the four consecutive fiscal quarters ended on any date during any period set forth below: (i) 1.70 to 1.00 for the period of January 1, 2004 to and including December 31, 2004, and (ii) 2.50 to 1.00 after December 31, 2004. For the four fiscal quarters ended June 30, 2004, IMC's interest expense coverage ratio was 2.26 to 1.00.

~~Yes~~ The total leverage ratio is the ratio of total indebtedness to consolidated Credit Agreement adjusted EBITDA (each as defined in the Credit Agreement governing IMC's credit facilities) for the preceding four fiscal quarters, and such ratio is required to be equal to or less than the ratios set forth below as of the last day of any fiscal quarter ending during any period set forth below: (i) 6.50 to 1.00 for the period of January 1, 2004 to and including December 31, 2004, and (ii) 4.00 to 1.00 after December 31, 2004. ~~No X~~ For the four fiscal quarters ended June 30, 2004, IMC's total leverage ratio was 4.55 to 1.00.

~~****************************************************************~~ -10-

~~Table~~The secured leverage ratio is the ratio of ~~Contents~~the total principal amount of the loans under the credit facilities to consolidated Credit Agreement adjusted EBITDA (each as defined in the Credit Agreement governing IMC's credit facilities) for the preceding four fiscal quarters, and as of the period ended March 31, 2003 and the last day of any fiscal quarter thereafter, such ratio was required to be less than 2.00 to 1.00. For the four fiscal quarters ended June 30, 2004, IMC's secured leverage ratio was 0.60 to 1.00.

Part I	Financial Information		Page
	Item 1	Financial Statements	P-1
		- Condensed Consolidated Statement of Operations	P-1
		- Condensed Consolidated Balance Sheet	P-2
		- Condensed Consolidated Statement of Cash Flows	P-3
		- Notes to Condensed Consolidated Financial Statements	P-4
	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	P-6
		- Results of Operations	P-6
		- Capital Resources and Liquidity	P-8
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	P-11
	Item 4	Controls and Procedures	P-11
Part II	Other Information		Page
	Item 6	Exhibits and Reports on Form 8-K	P-12
	Signatures		PS-1
	Exhibit Index		PE-1

The collateral coverage ratio is the ratio of the total value of the collateral securing IMC's credit facilities to the sum of the total principal amount of the loans under IMC's credit facilities plus the amount of any outstanding letters of credit, and as of the date of the Credit Facility and any date thereafter, such ratio was required to be equal to or greater than 1.00 to 1.00. At June 30, 2004, IMC's collateral coverage ratio was 1.64 to 1.00.

~~PART~~As Ipart of the March 2004 amendments to the Credit Agreement, IMC amended the former provisions pursuant to which the Credit Facility (which otherwise matures in May 2006 in the case of the Revolving Credit Facility and November 2006 in the case of the Term Loan Facility) would have matured on October 15, 2004 if IMC had not refinanced its 7.625 percent Senior Notes due in 2005 and 6.55 percent Senior Notes due in 2005 (collectively 2005 Notes) prior to October 15, 2004. ~~FINANCIAL~~In ~~INFORMATION~~2003, IMC refinanced approximately $413.5 million of the $450.0 million 2005 Notes then outstanding. Pursuant to the amendments, the Credit Facility will not mature until the dates in 2006 referred to above as long as IMC repays approximately $10.0 million of the 2005 Notes at maturity in January 2005 and refinances the remaining approximately $27.0 million balance of the 2005 Notes by March 24, 2005 with the proceeds from an offering of debt securities that do not mature or require any amortization or other payment prior to May 31, 2007 or with the proceeds from an offering of equity securities.

~~Item~~As of June 30, 2004, IMC had no outstanding borrowings under the Revolving Credit Facility, outstanding letters of credit totaling $82.2 million, $1. ~~Financial~~5 million of which do not reduce availability under the ~~Statements~~Revolving Credit Facility, and $250.7 million outstanding under the Term Loan Facility. The net available additional borrowings under the Revolving Credit Facility as of June 30, 2004, were approximately $129.3 million.

~~The~~Most ~~accompanying~~of ~~interim~~IMC's ~~condensed~~sales ~~consolidated~~of ~~financial~~potash ~~statements~~into ofand from the United States are made through a subsidiary, IMC ~~Phosphates~~USA ~~Company~~Inc. LLC (IMC ~~Phosphates~~USA). On doMay ~~not~~7, 2003, ~~include~~IMC ~~all~~USA ~~disclosures~~entered ~~normally~~into ~~provided~~a infive ~~annual~~year ~~financial~~$55.0 ~~statements~~million revolving credit facility (Potash Facility) where it may borrow up to a maximum of $52. ~~These~~5 ~~financial~~million ~~statements,~~subject to ~~which~~a ~~should~~borrowing bebase ~~read~~calculation based on eligible inventory and accounts inreceivable. ~~conjunction~~Borrowings ~~with~~under the ~~financial~~Potash ~~statements~~Facility ~~contained~~bear inan interest rate of LIBOR plus a spread (initially 275.0 basis points), and are secured by IMC ~~Phosphates~~USA's accounts ~~Annual~~receivable ~~Report~~and oninventory. The ~~Form~~Potash ~~10-K~~Facility is available for the general ~~year~~corporate ~~ended~~purposes ~~December~~of ~~31,~~IMC ~~2002,~~USA. ~~are~~Borrowings ~~unaudited~~under ~~but~~the ~~include~~Potash ~~all~~Facility ~~adjustments~~are guaranteed ~~which~~on ~~the~~an ~~management~~unsecured ofbasis by IMC ~~Phosphates~~USA MPHoldings Inc., ~~the~~a ~~managing~~subsidiary ~~general partner~~ of IMC ~~Phosphates,~~and ~~considers~~the ~~necessary~~parent ~~for~~of ~~fair~~IMC ~~presentation~~USA. ~~These~~ ~~adjustments~~Neither ~~consist~~IMC ofnor ~~normal~~any ~~recurring~~other ~~accruals~~subsidiary ~~and~~is a guarantor for the ~~adoption~~borrowings ofunder ~~new~~the ~~accounting~~Potash ~~pronouncements~~Facility. ~~Certain~~ ~~2002~~As ~~amounts~~of ~~have~~June ~~been~~30, ~~reclassified~~2004, tothe ~~conform~~Potash Facility tohad ~~the~~a ~~2003~~borrowing ~~presentation. Interim results~~base ~~are~~that ~~not~~could ~~necessarily~~support ~~indicative~~borrowings ofup ~~the~~to ~~results~~$21.9 million, ~~expected~~under ~~for~~which ~~the~~IMC ~~full~~USA ~~year~~had no outstanding borrowings.

IMC ~~PHOSPHATES~~and ~~COMPANY~~Cargill announced on January 27, 2004 the signing of a definitive agreement to combine IMC and Cargill Crop Nutrition to ~~CONDENSED~~create ~~CONSOLIDATED~~a ~~STATEMENT~~new, OFpublicly ~~OPERATIONS~~traded company. See Note 4 of Notes to Condensed Financial Statements in Item 1 of Part I of this report on Form 10-Q. IMC must ~~(In~~obtain ~~millions)~~the consent of its lenders under the Credit Facility prior to completion ~~(Unaudited)~~of the transactions contemplated by the agreement with Cargill. While IMC intends to seek the consent of such lenders and anticipates that it will receive their consent, there can be no assurance that their consent will be obtained.

	Three months ended September 30		Nine months ended September 30
	2003	2002	2003	2002
Net sales	$ 292.3	$ 313.7	$ 930.3	$ 945.7
Cost of goods sold	294.4	282.8	962.0	880.9
Gross margins	(2.1)	30.9	(31.7)	64.8
Selling, general and administrative expenses	10.5	10.5	32.0	32.8
Restructuring charges	-	-	2.4	-
Operating earnings (loss)	(12.6)	20.4	(66.1)	32.0
Interest expense	5.7	4.7	16.1	13.6
Other (income) expense, net	(2.9)	(0.3)	(5.3)	1.5
Earnings (loss) before cumulative effect of a change in accounting principle	(15.4)	16.0	(76.9)	16.9
Cumulative effect of a change in accounting principle	-	-	(32.7)	-
Earnings (loss)	$ (15.4)	$ 16.0	$ (109.6)	$ 16.9

-11-

The indentures relating to IMC's outstanding 10.875 percent senior notes due 2008, 11.250 percent senior notes due 2011 and 10.875 percent senior notes due 2013, referred to collectively as the IMC Senior Notes, contain provisions requiring IMC to offer to purchase all of the outstanding IMC Senior Notes upon a change of control of IMC at 101 percent of the principal amount thereof (~~See~~plus accrued and unpaid interest). The completion of the combination with Cargill Crop Nutrition will constitute a change of control of IMC under the terms of IMC's indentures. As of June 30, 2004, $1.2 billion of IMC Senior Notes were outstanding and subject to ~~Condensed~~the ~~Consolidated~~change ~~Financial~~of ~~Statements~~control purchase offer requirements. It is possible that IMC will not have sufficient funds available at the time of the change of control to make the required purchases of the IMC Senior Notes. In such case, IMC may be required to borrow additional funds in order to make the required purchases. However, IMC may not be able to borrow those additional funds or such borrowing may not be available on terms favorable to IMC. Failure to make the required purchases after the change of control of IMC would cause IMC to be in default under IMC's indentures and would also constitute a default under IMC's credit facilities. Upon closing of the combination with Cargill Crop Nutrition and until expiration of the change of control purchase offer, IMC will reclassify the IMC Senior Notes from long-term debt to current maturities of long-term debt. However, the Senior Notes are currently trading at a substantial premium over par (15 - 20%). It would be uneconomical for investors to put the Senior Notes at 101% when they could be sold for a substantially higher price. Accordingly, IMC does not currently expect that the noteholders will exercise their put option.

On August 1, 2003 IMC ~~PHOSPHATES~~issued ~~COMPANY~~$400.0 million principal amount of 10.875 percent notes due 2013 (August Note Offering) for net proceeds ~~CONDENSED~~before ~~CONSOLIDATED~~fees ~~BALANCE~~and ~~SHEET~~expenses of $391.1 million. The August Note Offering contains covenants similar to and rank pari pasu with the other IMC Senior Notes. The (Notes contain certain covenants that limit matters including the making of restricted payments, as defined. Under the most restrictive of the covenants limiting restricted payments, as of June 30, 2004, IMC had $17.0 million available for the payment of cash dividends with respect to its common and preferred stock. In ~~millions)~~addition, the merger agreement with Cargill limits dividends on IMC's common and preferred stock to regular quarterly cash dividends of $0.02 per share and $0.9375 per share, respectively.

	(Unaudited) September 30, 2003	December 31, 2002
Assets
Current assets:
Cash and cash equivalents	$ 1.4	$ 0.1
Receivables, net	91.1	100.8
Inventories, net	263.4	244.3
Other current assets	3.5	8.1
Total current assets	359.4	353.3
Property, plant and equipment, net	1,399.8	1,399.1
Due from Partner, net	9.7	9.7
Other assets	54.5	56.3
Total assets	$ 1,823.4	$ 1,818.4
Liabilities and Partners' Capital
Current liabilities:
Accounts payable	$ 125.1	$ 119.7
Accrued liabilities	55.3	64.5
Due to Partners, net	160.0	158.3
Current maturities of long-term debt (including $4.8 and $9.5 due to IMC Global Inc. as of September 30, 2003 and December 31, 2002, respectively)	9.0	13.7
Total current liabilities	349.4	356.2
Long-term debt, less current maturities (including $376.4 and $269.8 due to IMC Global Inc. as of September 30, 2003 and December 31, 2002, respectively)	414.2	310.8
Due to Partners, net	129.3	126.5
Other noncurrent liabilities	140.5	117.3
Partners' capital	790.0	907.6
Total liabilities and partners' capital	$ 1,823.4	$ 1,818.4

IMC Phosphates incurs liabilities for reclamation activities and phosphogypsum stack (Gypstacks) closure, primarily in its Florida phosphate operations, where to obtain necessary permits, it must either pass a test of financial strength or provide credit support, typically surety bonds or financial guarantees. As of June 30, 2004, IMC Phosphates had $89.0 million in surety bonds outstanding, which primarily mature over the next eleven months, and met the financial strength test for the remaining portion of such additional liabilities. In connection with the outstanding surety bonds, IMC Phosphates, through IMC, has posted $43.6 million of collateral in the form of letters of credit. In the future, there can be no assurance that IMC Phosphates will be able to pass such tests of financial strength or to purchase surety bonds on the same terms and conditions. However, IMC Phosphates anticipates that it will be able to satisfy applicable credit support requirements without disrupting normal business operations.

~~(See Notes to Condensed Consolidated Financial Statements)~~ -12-

	Nine months ended September 30
	2003	2002
Cash Flows from Operating Activities
Earnings (loss)	$ (109.6)	$ 16.9
Adjustments to reconcile earnings (loss) to net cash provided by (used in) operating activities:
Cumulative effect of a change in accounting principle	32.7	-
Depreciation, depletion and amortization	71.0	69.2
Other charges	2.4	7.5
Other credits	(18.7)	(7.0)
Changes in:
Receivables, net	9.7	39.8
Inventories, net	(19.1)	(36.6)
Other current assets	0.1	(6.0)
Accounts payable and accrued liabilities	(11.9)	(5.5)
Due to Partners, net	1.7	(1.2)
Net cash provided by (used in) operating activities	(41.7)	77.1
Cash Flows from Investing Activities
Capital expenditures	(55.9)	(74.4)
Investment in joint venture	-	(10.0)
Other	0.2	1.5
Net cash used in investing activities	(55.7)	(82.9)
Cash Flows from Financing Activities
Proceeds from IMC Global Inc. Promissory Notes, net	106.6	15.6
Proceeds from long-term debt	-	2.2
Payments of long-term debt	(7.9)	(10.1)
Net cash provided by financing activities	98.7	7.7
Net change in cash and cash equivalents	1.3	1.9
Cash and cash equivalents-beginning of period	0.1	0.9
Cash and cash equivalents-end of period	$ 1.4	$ 2.8

The State of Florida has begun formulating new financial assurance rules for closure and long-term care of Gypstacks. Such rules may become effective in 2004 and are expected to include more stringent financial tests than the current rules, along with requirements that closure cost estimates include the cost of treating Gypstack water. Until definitive regulations or interpretations have been finalized, IMC Phosphates is unable to determine the nature of the new financial assurance obligations or to predict with certainty the financial impact of these requirements on IMC Phosphates; however, these impacts could be significant. IMC Phosphates currently recognizes both Gypstack closure costs and Gypstack water treatment costs as liabilities in accordance with SFAS No.143.

~~(See~~Net ~~Notes~~cash used in operating activities totaled $18.6 million for the first six months of 2004 versus $17.3 million for the same period in 2003. Cash flows from operating activities was favorably impacted by the increase in the equity in earnings of IMC Phosphates, partially offset by the expense recorded related to ~~Condensed~~the ~~Consolidated~~Pensacola, ~~Financial~~Florida proposed ~~Statements)~~settlement.

~~IMC~~Net ~~PHOSPHATES~~cash provided ~~COMPANY~~by financing activities for the six month period ending June 30, 2004 was $18.6 million compared to $17.3 million for the same period in 2003. Cash ~~NOTES~~provided TOby ~~CONDENSED~~financing ~~CONSOLIDATED~~activities ~~FINANCIAL~~in ~~STATEMENTS~~both periods was the result of net additional borrowings from IMC used to fund operating activities. Partially offsetting the ~~(Dollars~~borrowings in ~~millions)~~2004 was the payment of $5.7 million of the 8.75 percent senior ~~(Unaudited)~~subordinated notes in February 2004.

1PLP did not declare a cash distribution for the quarters ended March 31, 2004 and June 30, 2004. ~~RESTRUCTURING~~ PLP ~~CHARGES~~anticipates that for the foreseeable future any available cash will be used to reduce outstanding debt with IMC. As a result, no PLP cash distributions are planned in the foreseeable future.

ToItem ~~meet current business challenges and as part of IMC Global Inc~~3.~~'s (IMC) drive to be the industry's low-cost producer, IMC announced an organizational restructuring program (Program) in January 2003. This Program eliminated 53 positions in IMC Phosphates,~~ ~~all~~Quantitative ~~of which had left IMC Phosphates by June 30, 2003,~~ and ~~will~~Qualitative ~~focus~~Disclosures ~~on reducing additional costs through efficiency improvements. IMC Phosphates incurred charges of $2.4 million during the first quarter of 2003 associated with severance and related costs for~~About ~~the~~Market ~~Program~~Risk.

~~Activity~~PLP ~~related~~is exposed to the impact of interest rate changes on borrowings and, through its investment in IMC Phosphates', ~~restructuring~~the ~~accruals~~impact ~~during~~of fluctuations in the ~~period~~purchase ~~January~~price of 1natural gas, ~~2003~~ammonia and sulphur consumed in operations, as well as changes in the fair value of its financial instruments. To manage certain of its risks, IMC Phosphates periodically enters into natural gas forward purchase contracts in order to ~~September~~reduce the effects of changing natural gas prices, but not for trading purposes. PLP conducted sensitivity analyses of certain financial instruments assuming a one percentage point adverse change in interest rates on outstanding borrowings as of June 30, ~~2003~~2004. Holding all other variables constant, ~~including~~the hypothetical adverse changes would increase PLP's interest expense by $2.9 million for the ~~prior~~next ~~restructuring~~twelve ~~activities~~months. IMC Phosphates has decreased the amount of its natural gas forward purchase contracts since December 31, ~~was~~2003 to a notional amount of $27.0 million as ~~follows:~~of June 30, 2004. The contracts extend through October 31, 2005 and have an average price of $4.89 per mmbtu. As of June 30, 2004, PLP's exposure to the remaining market risk factors discussed above had not materially changed from December 31, 2003.

	Accrual as of January 1, 2003	Non-cash Charges a	Restructuring Charges	Cash Paid	Accrual as of September 30, 2003
Non-employee exit costs:
Demolition and closure costs	$ 22.2	$ 0.4	-	$ 8.9	$ 13.7
Employee headcount reductions:
Severance benefits	1.4	-	2.4	1.6	2.2
Total	$ 23.6	$ 0.4	$ 2.4	$ 10.5	$ 15.9

Item 4. Controls and Procedures.

~~aRepresents~~PLP ~~accretion~~maintains ofdisclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in PLP's filings under the Securities Exchange Act of 1934 is recorded, ~~liability~~processed, summarized and reported within the time periods specified in the SEC's rules and forms. PRP, with the participation of its principal executive and financial officers, has evaluated the effectiveness of PLP's disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. PRP's principal executive and financial officers have concluded based on such evaluation, that such disclosure controls and procedures were effective for the purpose for which they were designed as of the end of such period.

~~The timing and costs of the prior restructuring activities are generally on schedule with the time and dollar estimates disclosed in IMC Phosphates' 2002 Annual Report on Form 10~~ -K.13-

~~2. ACCOUNTING~~There ~~FOR~~was ~~ASSET~~no ~~RETIREMENT~~change ~~OBLIGATIONS~~in PLP's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, PLP's internal control over financial reporting.

OnPart ~~January 1, 2003 IMC Phosphates adopted Statement of Financial Accounting Standards (SFAS) No~~II. ~~143, Accounting for Asset Retirement Obligations. Under the new rules, legal obligations associated with the retirement of long-lived assets are required~~ toOTHER be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and depreciated on a straight-line basis over the remaining estimated useful life of the related asset. Accretion expense in connection with the discounted liability is also recognized over the remaining useful life of the related asset. Upon adoption, IMC Phosphates had the following legal obligations: (i) as a condition to receive permits for the mining of phosphate rock reserves, IMC Phosphates must reclaim lands disturbed by mining; (ii) acidic water in the Phosphogypsum stack (Gyp Stack) ponds and pores must be treated to neutralize the acidity and then released into nearby waters of the state; and (iii) Gyp Stacks at IMC Phosphates' Florida and Louisiana facilities must be closed at the end of their useful lives. The estimated liability is based on the estimated cost to satisfy the above obligations and then discounted using a credit-adjusted risk-free rate. INFORMATION

~~The~~Item ~~adoption of SFAS No~~1. Legal ~~143, resulted in an increase in net property, plant and equipment of $17~~Proceedings.9 million, recognition of an additional asset retirement obligation liability of $50.6 million, and a cumulative effect of a change in accounting principle that increased the net loss and reduced Partners' capital by $32.7 million in the first quarter of 2003.1

~~The~~Reference ~~following~~ is made ato ~~reconciliation~~Note 3 of ~~prior~~Notes ~~year~~to ~~earnings~~Condensed ~~(loss)~~Financial ~~between~~Statements ~~the~~in Item ~~amounts~~I ~~previously~~of ~~reported~~Part byI ~~IMC~~of ~~Phosphates~~this ~~and~~quarterly ~~the~~report ~~adjusted~~on ~~amounts~~Form ~~that~~10-Q ~~would~~for ~~have~~a ~~been~~description ~~reported~~of ifa settlement ~~SFAS~~of ~~No.~~a ~~143~~previously ~~had~~reported ~~been~~legal ~~applied in prior years~~proceeding.

	Three months ended September 30, 2002	Nine months ended September 30, 2002	Year ended December 31, 2002	Year ended December 31, 2001	Year ended December 31, 2000
Earnings (loss)	$ 16.0	$ 16.9	$ 16.0	$ (72.1)	$ 41.7
FAS 143 impact	0.1	0.2	0.2	(2.4)	(2.1)
Adjusted earnings (loss)	$ 16.1	$ 17.1	$ 16.2	$ (74.5)	$ 39.6

Item 5. Other Information.

~~A reconciliation of the Company's liability as of September 30, 2003 is as follows:~~ -14-

	Nine months ended September 30, 2003
Upon adoption at January 1, 2003	$ 145.5
Liability incurred	13.9
Liability settled	(21.4)
Accretion expense	4.2
Revisions to estimate	0.7
Ending balance	$ 142.9

************************************************************************************************************************

IfUNITED ~~SFAS~~STATES SECURITIES ~~No.~~AND ~~143~~EXCHANGE ~~had been applied in the prior years~~COMMISSION Washington, ~~the Company's liability would have been $145~~D.~~5 million, $139~~C.5 ~~million, $134.3 million and $131.5 million for the years ended December 31, 2002, 2001, 2000 and 1999, respectively.~~20549

~~3. INVENTORIES~~Form 10-Q

	September 30, 2003	December 31, 2002
Products (principally finished)	$ 215.2	$ 200.8
Operating materials and supplies	51.1	46.0
	266.3	246.8
Less: Allowances	(2.9)	(2.5)
Inventories, net	$ 263.4	$ 244.3

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

~~Comprehensive~~For ~~income~~the ~~(loss)~~quarterly period ~~was~~ended asJune ~~follows:~~30, 2004

	Three months ended September 30		Nine months ended September 30
	2003	2002	2003	2002
Comprehensive income (loss):
Earnings (loss)	$ (15.4)	$ 16.0	$ (109.6)	$ 16.9
Net unrealized gain (loss) on derivative instruments	(6.3)	0.6	(8.4)	11.4
Foreign currency translation adjustment	-	-	0.4	-
Total comprehensive income (loss) for the period	$ (21.7)	$ 16.6	$ (117.6)	$ 28.3

Commission file number 333-71510-06

~~Item~~IMC ~~2. Management's~~Phosphates ~~Discussion~~Company ~~and~~ (Exact ~~Analysis~~name of ~~Financial~~registrant ~~Condition~~as ~~and~~specified ~~Results~~in ofits ~~Operations.1~~charter)

~~Results~~Delaware (State or other jurisdiction of ~~Operations~~incorporation or organization) 36-3892806 (I.R.S. Employer Identification No.) 100 S. Saunders Road Lake Forest, Illinois 60045 (847) 739-1200 (Address and zip code of principal executive offices and registrant's telephone number, including area code)

~~Three~~Indicate ~~months~~by ~~ended~~check ~~September~~mark ~~30,~~whether the ~~2003~~registrant ~~vs.~~(1) ~~three~~has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months ~~ended~~(or for ~~September~~such 30shorter period that the registrant was required to file such reports), and ~~2002~~(2) has been subject to such filing requirements for the past 90 days.

~~IMC Phosphates' net sales for the third quarter of 2003 decreased seven percent to $292~~Yes X .~~3 million compared to $313.7 million for the same period last year largely as a result of lower concentrated phosphate sales volumes, reduced rock sales of $6.8 million and~~ ~~lower feed ingredient sales of $6~~No .0 million, partially offset by higher sales prices. Lower shipments of concentrated phosphates, primarily diammonium phosphate (DAP), unfavorably impacted net sales by $25.5 million. Average DAP prices increased eight percent to $156 per short ton in the third quarter of 2003 from $145 per short ton in the third quarter of 2002. Lower feed ingredient sales occurred because of increased domestic competition and an overall domestic industry downturn.

~~Gross~~Indicate ~~margins~~by ~~decreased~~check tomark ~~a negative $2.1 million for~~ whether the ~~third~~registrant ~~quarter~~is ofan ~~2003~~accelerated ~~compared~~filer ~~to $30.9 million for the third quarter of last year. Margins were unfavorable~~ (as adefined ~~result~~in ofRule ~~higher raw material costs, specifically sulphur and ammonia, of $30.6 million, higher phosphate operating costs of $9.3 million, higher idle plant costs of $5.~~12b-2 ~~million and lower concentrated phosphate sales volumes~~ of ~~$3.2 million, partially offset by higher phosphate sales prices of $16.5 million. The higher idle plant costs resulted from~~ the total shutdown of Louisiana production for the month of July. Approximately 30 percent of IMC's Louisiana concentrated phosphate output continued to be idled in August and September to balance supply and current market demand. This is a ~~situation~~Exchange ~~that is expected to be maintained until market conditions show sufficient and sustained improvements~~Act).

~~Interest expense for the third quarter of 2003 increased $1~~Yes .~~0 million to $5~~ No X .~~7 million from $4.7 million as a result of increased working capital borrowings from IMC.~~

Other (income) expense, net changed $2.6 million from $0.3 million of income in the third quarter of 2002 to $2.9 million of income in the third quarter of 2003 mainly because of $0.7 million of income received from the sale of mineral rights and a $1.2 million gain on natural gas forward purchase contracts related to facilities temporarily idled during the third quarter of 2003. Per SFAS No. 133, Derivative Instruments and Hedging Activities, as amended, the underlying contracts did not qualify as hedges because the facilities designated to take delivery of the natural gas were idled.************************************************************************************************************************

~~______________________________~~ ~~1 All~~Table ~~statements, other than statements~~ of historical fact, appearing under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, forward-looking statements may include words such as "expect," "anticipate," "believe," "may," "should," "could" or "estimate." These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Form 10-Q.Contents

Part I	Financial Information		*Page*
	Item 1	Financial Statements	P-1
		- Condensed Consolidated Statement of Operations	P-1
		- Condensed Consolidated Balance Sheet	P-2
		- Condensed Consolidated Statement of Cash Flows	P-3
		- Notes to Condensed Consolidated Financial Statements	P-4
	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	P-7
		- Results of Operations	P-7
		- Capital Resources and Liquidity
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	P-13
	Item 4	Controls and Procedures	P-13
Part II	Other Information		*Page*
	Item 6	Exhibits and Reports on Form 8-K	P-14
	Signatures		PS-1
	Exhibit Index		PE-1

~~Nine~~Part ~~months ended September 30, 2003 vs~~I. FINANCIAL ~~nine months ended September 30, 2002~~INFORMATION

~~IMC~~Item ~~Phosphates' net sales for the nine months of 2003 decreased two percent to $930~~1.3 Financial ~~million compared to $945~~Statements.7 million for the same period last year largely as a result of lower concentrated phosphate sales volumes and lower feed ingredient sales of $16.5 million, partially offset by higher concentrated phosphate sales prices. Lower shipments of concentrated phosphates, primarily DAP, unfavorably impacted net sales by $65.4 million. Average DAP prices increased nine percent to $151 per short ton in the first nine months of 2003 from $138 per short ton in the first nine months of 2002. Lower feed ingredient sales occurred because of increased domestic competition and an overall domestic industry downturn.

~~Gross~~The accompanying ~~margins~~interim ~~decreased~~condensed toconsolidated afinancial ~~negative~~statements ~~$31.7 million for the first nine months~~ of ~~2003~~IMC Phosphates ~~compared~~Company to(IMC aPhosphates) ~~positive~~do ~~$64.8~~not ~~million~~include ~~for~~all ~~the~~disclosures ~~first~~normally provided ~~nine~~in ~~months~~annual offinancial ~~last year~~statements. ~~Margins~~These ~~were~~financial ~~unfavorable as a result of higher raw material costs~~statements, ~~specifically sulphur and~~which ~~ammonia,~~should ofbe ~~$98.3~~read ~~million,~~in ~~higher~~conjunction ~~phosphate~~with ~~operating~~the ~~costs~~financial ofstatements ~~$35.2~~contained ~~million~~in ~~and~~IMC Phosphates' ~~higher~~Annual ~~idle~~Report ~~plant~~on ~~costs~~Form of10-K ~~$17.4~~for ~~million,~~the ~~partially~~year ~~offset~~ended December by31, ~~higher~~2003, are ~~phosphate~~unaudited ~~sales~~but ~~prices~~include ofall ~~$60.6~~adjustments ~~million. The~~which ~~higher idle plant costs resulted from~~ the ~~three~~management ~~month idling~~ of aIMC ~~Florida~~Phosphates ~~rock~~MP ~~mine~~Inc. ~~and~~(MP ~~the~~Co.), ~~total shutdown of~~ the ~~Louisiana~~managing ~~production~~general ~~for~~partner ~~the months~~ of ~~June~~IMC ~~and~~Phosphates, considers ~~July~~necessary tofor ~~reduce~~fair ~~inventory levels and cash outflow~~presentation. ~~Prior~~These toadjustments ~~June~~consist ~~and~~of ~~subsequent~~normal recurring toaccruals ~~July,~~and ~~approximately~~the 30adoption ~~percent~~ of ~~IMC's~~new ~~Louisiana~~accounting ~~concentrated~~pronouncements. Certain 2003 ~~phosphate~~amounts ~~output~~have ~~had~~ been ~~idled~~reclassified to ~~balance~~conform ~~supply~~to ~~and~~the ~~current~~2004 ~~market demand~~presentation. ~~This~~ Interim isresults aare ~~situation~~not ~~that~~necessarily isindicative ~~expected~~of tothe beresults ~~maintained~~expected ~~until~~for ~~market~~the full ~~conditions show sufficient and sustained improvement~~year.

~~For~~IMC aPHOSPHATES ~~discussion of restructuring charges, see~~COMPANY CONDENSED ~~Note~~CONSOLIDATED 1STATEMENT ofOF ~~Notes~~OPERATIONS to (In ~~Condensed Consolidated Financial Statements.~~millions) (Unaudited)

Interest expense for the first nine months of 2003 increased $2.5 million to $16.1 million from $13.6 million as a result of increased working capital borrowings from IMC.

	Three months ended June 30		Six months ended June 30
	2004	2003	2004	2003
Net sales	$ 409.5	$ 297.8	$ 756.9	$ 638.0
Cost of goods sold	389.9	312.2	718.9	667.6
Gross margins	19.6	(14.4)	38.0	(29.6)
Selling, general and administrative expenses	10.4	10.5	21.1	21.5
Restructuring charges	-	-	-	2.4
Operating earnings (loss)	9.2	(24.9)	16.9	(53.5)
Interest expense	5.9	5.5	10.6	10.4
Other (income) expense, net	1.2	(1.0)	0.9	(2.4)
Earnings (loss) before cumulative effect of a change in accounting principle	2.1	(29.4)	5.4	(61.5)
Cumulative effect of a change in accounting principle	-	-	-	(32.7)
Earnings (loss)	$ 2.1	$ (29.4)	$ 5.4	$ (94.2)

~~Other~~ (~~income)~~See ~~expense,~~Notes ~~net changed $6.8 million from $1.5 million of expense in the nine months of 2002~~ to ~~$5.3 million of income in the nine months of 2003 mainly because of $0.7 million of income from the sale of mineral rights, a $1.7 million favorable~~ ~~variance~~Condensed ~~from~~Consolidated ~~income~~Financial ~~received from IMC Phosphates' investment in Gulf Sulphur Services Ltd., LLLP (Gulf Services~~Statements) and a $3.6 million gain on natural gas forward purchase contracts related to facilities temporarily idled during the second and third quarters of 2003. Per SFAS No. 133, the underlying contracts did not qualify as hedges because the facilities designated to take delivery of the natural gas were idled.

~~On January 1, 2003 IMC Phosphates adopted SFAS No. 143. Under the new rules, legal obligations associated with the retirement of long~~P-lived assets are required to be recognized at their fair value at the time that the obligations are incurred. In the first quarter, IMC Phosphates recorded a charge of $32.7 million representing the difference between IMC Phosphates recording its obligations pursuant to the new requirements and amounts previously recorded (see Note 2 of Notes to Condensed Consolidated Financial Statements).1

~~Capital~~IMC ~~Resources~~PHOSPHATES ~~and~~COMPANY CONDENSED ~~Liquidity~~CONSOLIDATED BALANCE SHEET (In millions)

Historically, IMC Phosphates has satisfied its borrowing needs through IMC. IMC Phosphates has three promissory notes (Promissory Notes) payable to IMC for borrowings up to $400.0 million, $65.0 million and $4.8 million. The $400.0 million and $65.0 million demand notes have variable rates, based on LIBOR plus the applicable margin as defined in the senior secured facilities entered into by IMC on May 17, 2001 (Credit Facility), which was 5.125 percent as of September 30, 2003. The $4.8 million note bears interest at a rate of 6.5 percent, with payments of principal due in quarterly installments through 2003. In order to meet the ongoing liquidity needs of IMC Phosphates, on September 1, 2003 the $400.0 million promissory note was amended to increase the maximum amount available from $300.0 million to $400.0 million. All other terms remained unchanged. IMC Phosphates had borrowed $311.5 million, $65.0 million and $4.8 million, respectively, as of September 30, 2003. IMC has advised IMC Phosphates that it does not intend to demand payment on the Promissory Notes prior to October 1, 2004; however, IMC has entered into discussions with IMC Phosphates contemplating a revision to the terms of the loans from IMC to IMC Phosphates, including the interest rate, if warranted. The Promissory Notes evidencing the obligations to IMC have been classified as long-term.

	(Unaudited) June 30, 2004	December 31, 2003
Assets
Current assets:
Cash and cash equivalents	$ 2.8	$ 0.6
Receivables, net	129.3	123.3
Inventories, net	240.1	225.9
Other current assets	11.6	9.4
Total current assets	383.8	359.2
Property, plant and equipment, net	1,373.2	1,390.7
Due from Partner, net	9.4	9.4
Other assets	57.4	49.8
Total assets	$ 1,823.8	$ 1,809.1
Liabilities and Partners' Capital
Current liabilities:
Accounts payable	$ 145.9	$ 161.9
Accrued liabilities	45.4	54.3
Due to Partners, net	185.4	160.8
Current maturities of long-term debt	4.3	4.0
Total current liabilities	381.0	381.0
Long-term debt, less current maturities (including $363.4 and $314.5 due to IMC Global Inc. as of June 30, 2004 and December 31, 2003, respectively)	397.4	351.2
Due to Partners, net	131.5	132.8
Other noncurrent liabilities	130.0	140.6
Partners' capital	783.9	803.5
Total liabilities and partners' capital	$ 1,823.8	$ 1,809.1

~~IMC's~~(See ~~ability~~Notes to make payments on and to refinance its indebtedness and to fund planned capital expenditures and expansion efforts in the future, if any, will depend on IMC's ability to generate cash in the future. This, to a certain extent, is subject to ~~general~~Condensed ~~economic,~~Consolidated ~~financial,~~Financial competitive and other factors that are beyond IMC's control. IMC believes that its cash, other liquid assets and operating cash flow, together with available borrowings and potential access to credit and capital markets, will be sufficient to meet IMC's operating expenses and capital expenditures and to service its debt requirements and other contractual obligations as they become due.Statements)

IMC's credit facilities require it to maintain certain financial ratios, including a leverage ratio test and an interest coverage test. In addition, the credit facilities contain certain covenants and events of default. Most of IMC's various material debt instruments have crossP-default provisions. In general, pursuant to these provisions, the instruments governing such debt arrangements each provide that a failure to pay principal or interest under other indebtedness in excess of a specified threshold amount will result in a cross-default. Of IMC's material debt instruments, the Credit Facility has the lowest specified threshold amount, $20.0 million. IMC's access to funds is dependent upon its product prices, input costs and market conditions. During periods in which product prices or volumes; raw material prices or availability; or other conditions reflect the adverse impact of cyclical market trends or other factors; there can be no assurance that IMC would be able to comply with applicable financial covenants or meet its liquidity needs. IMC cannot assure that its business will generate sufficient cash flow from operations in the future; that its currently anticipated growth in net sales and cash flow will be realized; or that future borrowings will be available when needed or in an amount sufficient to enable IMC to repay indebtedness or to fund other liquidity needs. 2

~~There can be no assurance that~~ IMC ~~will~~PHOSPHATES be able to obtain any necessary waivers or amendments from the requisite lenders. Any failure to comply with the restrictions of the credit facilities or any agreement governing its indebtedness may result in an eventCOMPANY ofCONDENSED ~~default~~CONSOLIDATED ~~under~~STATEMENT ~~those~~OF ~~agreements. Such~~CASH ~~default~~FLOWS ~~may allow the creditors to accelerate the related debt, which may trigger cross-acceleration or cross-default provisions in other debt.~~ (In ~~addition, lenders may be able to terminate any commitments they had~~millions) ~~made to supply IMC with further funds~~ (~~including periodic rollovers of existing borrowings~~Unaudited)~~. IMC has been in compliance with all of its debt and other covenants during all periods presented. No waivers have been necessary.~~

IMC Phosphates has historically relied on borrowings from IMC as a principal source of liquidity. Pursuant to the Credit Facility, IMC and certain of its domestic subsidiaries, including IMC Phosphates, may borrow up to approximately $470.0 million. The Credit Facility consisted of a revolving credit facility (Revolving Credit Facility) of up to $210.0 million available for revolving credit loans and letters of credit as well as a term loan facility (Term Loan Facility) of approximately $260.0 million.

	Six months ended June 30
	2004	2003
Cash Flows from Operating Activities
Earnings (loss)	$ 5.4	$ (94.2)
Adjustments to reconcile earnings (loss) to net cash used in operating activities:
Cumulative effect of a change in accounting principle	-	32.7
Depreciation, depletion and amortization	51.5	46.7
Other charges	14.5	1.8
Other credits	(8.6)	(19.9)
Changes in:
Receivables, net	(6.0)	4.0
Inventories, net	(14.2)	17.1
Other current assets	1.6	0.1
Accounts payable and accrued liabilities	(49.2)	(19.6)
Due to Partners, net	(4.4)	2.6
Net cash used in operating activities	(9.4)	(28.7)
Cash Flows from Investing Activities
Capital expenditures	(34.9)	(35.1)
Net cash used in investing activities	(34.9)	(35.1)
Cash Flows from Financing Activities
Proceeds from IMC Global Inc. Promissory Notes, net	48.9	70.9
Payments of long-term debt	(2.4)	(6.8)
Net cash provided by financing activities	46.5	64.1
Net change in cash and cash equivalents	2.2	0.3
Cash and cash equivalents-beginning of period	0.6	0.1
Cash and cash equivalents-end of period	$ 2.8	$ 0.4

~~The~~(See ~~Credit~~Notes ~~Facility requires IMC~~ to meet certain financial tests, including but not limited to, a maximum total leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a maximum ratio of the sum of certain secured obligations as of ~~any~~Condensed ~~date~~Consolidated toFinancial ~~the collateral coverage amount (as defined in the Credit Facility~~Statements)~~. In addition, the Credit Facility contains certain covenants, including limitations on the payment of dividends, and events of default.~~

As of September 30, 2003, IMC had no outstanding borrowings under the Revolving Credit Facility, outstanding letters of credit totaling $82.5 million, $2.6 million of which do not reduce availability under the Revolving Credit Facility, and $259.0 million outstanding under the Term Loan Facility. The net available additional borrowings under the Revolving Credit Facility as of September 30, 2003, were approximately $130.1 million.P-3

~~Most of~~ IMC's ~~sales~~PHOSPHATES ofCOMPANY NOTES ~~potash~~TO ~~into~~CONDENSED ~~and~~CONSOLIDATED ~~from~~FINANCIAL ~~the~~STATEMENTS ~~United States are made through a subsidiary, IMC USA Inc. LLC~~ (~~IMC~~Dollars ~~USA). On~~in ~~May 7, 2003, IMC USA entered into a five year $55.0 million revolving credit facility (Potash Facility~~millions) ~~where it may borrow up to a~~ ~~maximum of $52.5 million subject to a borrowing base calculation based on eligible inventory and accounts receivable. Borrowings under the facility bear an interest rate of LIBOR plus a spread~~ (~~initially 275 basis points~~Unaudited), and are secured by IMC USA's accounts receivable and inventory. The Potash Facility is available for the general corporate purposes of IMC USA. Borrowings under the Potash Facility are guaranteed on an unsecured basis by IMC USA Holdings Inc., a subsidiary of IMC and the parent of IMC USA. Neither IMC, nor any other subsidiary is a guarantor for the borrowings under the Potash Facility. As of September 30, 2003, the Potash Facility had a borrowing base that could support borrowings up to $31.9 million, of which IMC USA had borrowed $17.3 million. The net available borrowings under the Potash Facility as of September 30, 2003 were $14.6 million.

~~In June 2003, IMC sold 2.75 million shares of 7.5 percent Mandatory Convertible Preferred Shares (liquidation preference $50 per share) (Preferred Shares) for net proceeds of $133.~~1 ~~million~~. ~~The~~ RESTRUCTURING Preferred Shares have a dividend yield of 7.5 percent, a 22 percent conversion premium (for an equivalent conversion price of $7.76 per common share) and will mandatorily convert into shares of IMC's common stock on July 1, 2006. The net proceeds of the offering were used for general corporate purposes, which included funding working capital and debt reduction. The number of common shares that could be issued upon conversion of the 2.75 million Preferred Shares ranges from approximately 17.7 million shares to 21.6 million shares, based upon the average market price of IMC's common stock. CHARGES

On August 1, 2003 IMC issued $400.0 million principal amount of new 10.875 percent Notes due 2013 with net proceeds before fees and expenses of $391.1 million (August Note Offering). The proceeds of the August Note Offering, together with $59.4 million of proceedsActivity from the Preferred Shares, were used to: (i) repurchase $140.4 million of the 6.55 percent notes due 2005 and $273.1 million of the 7.625 percent notes due 2005 pursuant to tender offers (Tender Offers) completed on August 1, 2003; (ii) pay $23.3 million of tender premiums related to ~~the~~IMC Tender Offers; (iii) pay $5.6 million of accrued interest related to the repurchased bonds; and (iv) pay related fees and expenses. The 10.875 percent notes due 2013 contain covenants similar to and rank pari pasu with the CompanyPhosphates'~~s 10.875~~ ~~percent~~restructuring ~~notes~~accruals ~~due~~during ~~2008 and~~ the ~~11.25~~period ~~percent~~January ~~notes due 2011 (collectively the Notes) and are guaranteed by the same subsidiaries of IMC~~1, ~~including IMC Phosphates, that guarantee the 10.875 percent notes due 2008 and 11.25 percent notes due 2011. The~~ ~~guarantees~~2004 ~~by IMC Phosphates are limited by the amount of intercompany debt owed by IMC Phosphates and Phosphate Resource Partners Limited Partnership~~ to ~~IMC~~June ~~and its other subsidiaries. The Notes contain certain covenants that limit matters including the making of restricted payments~~30, as2004 ~~defined.~~was ~~Under the most restrictive of the covenants limiting restricted payments,~~ as ~~of September 30, 2003, the Company had $24.8 million available for the payment of cash dividends with respect to its common and preferred stock.~~follows:

IMC Phosphates incurs liabilities for reclamation activities and phosphogypsum stack closure, primarily in its Florida phosphate operations, where to obtain necessary permits, it must either pass a test of financial strength or provide credit support, typically surety bonds or financial guarantees. As of September 30, 2003, IMC Phosphates had $84.4 million in surety bonds outstanding, which mature over the next twelve months, and met the financial strength test for the remaining portion of such additional liabilities. In connection with the outstanding surety bonds, IMC Phosphates, through IMC, has posted $40.0 million of collateral in the form of letters of credit. There can be no assurance that IMC Phosphates will be able to pass such tests of financial strength or to purchase surety bonds on the same terms and conditions. However, IMC Phosphates anticipates that it will be able to satisfy applicable credit support requirements without disrupting normal business operations.

	Accrual as of January 1, 2004	Cash Paid	Accrual as of June 30, 2004
Non-employee exit costs:
Demolition and closure costs	$ 18.8	$ (2.4)	$ 16.4
Employee headcount reductions:
Severance benefits	0.7	(0.2)	0.5
Total	$ 19.5	$ (2.6)	$ 16.9

~~New~~The ~~financial~~timing ~~responsibility rules for closure~~ and ~~long-term~~costs ~~care~~ of ~~phosphogypsum stacks in~~ the ~~State~~prior ofrestructuring ~~Florida~~ activities are ~~expected~~generally toon beschedule ~~implemented~~with ~~beginning in 2004. In addition to more stringent financial tests than~~ the ~~current~~time ~~rules,~~and ~~the~~dollar ~~new~~estimates ~~rules~~disclosed ~~call for the phasing out of the financial test mechanism~~ in lieu of liquid financial assurance mechanisms (such as surety bonds, letters of credit, closure insurance or escrow accounts) over the next 20 years. In addition, the cost of treating phosphogypsum waste waterIMC ~~must~~Phosphates' be2003 ~~phased~~Annual ~~in as~~Report ~~part~~on ofForm ~~the closure costs over the next 20 years~~10-K. ~~All such costs are currently recognized as liabilities in accordance with SFAS No.143.~~

~~Net cash used in operating activities totaled $41~~2.7 million for the first nine months of 2003 versus net cash provided by operating activities of $77.1 million for the same period in 2002. The fluctuation of $118.8 million primarily resulted from a reduction in operating earnings. INVENTORIES

Net cash used in investing activities for the first nine months of 2003 of $55.7 million decreased $27.2 million from $82.9 million for the first nine months of 2002. This decrease was the result of reduced capital expenditures during 2003 and the absence of the $10.0 million investment in Gulf Services made by IMC Phosphates in 2002. IMC Phosphates estimates that its capital expenditures for 2003 will approximate $75.0 million and will be financed primarily from borrowings.

	June 30, 2004	December 31, 2003
Products (principally finished)	$ 189.5	$ 177.2
Operating materials and supplies	54.4	51.7
	243.9	228.9
Less: Allowances	(3.8)	(3.0)
Inventories, net	$ 240.1	$ 225.9

~~Net cash provided by financing activities for the nine-month period ending September 30, 2003 was $98~~3.~~7 million compared to $7.7 million for the same period in 2002.~~ ~~This~~COMPREHENSIVE ~~increase~~INCOME ~~resulted from increased working capital borrowings from IMC.~~(LOSS)

~~Item~~Comprehensive ~~3. Quantitative~~income ~~and~~(loss) ~~Qualitative~~was ~~Disclosures About Market Risk.~~as follows:

IMC Phosphates is exposed to the impact of interest rate changes on borrowings and the impact of fluctuations in the purchase price of natural gas, ammonia and sulphur consumed in operations, as well as changes in the market value of its financial instruments. IMC Phosphates periodically enters into natural gas forward purchase contracts to reduce the risk related to significant price changes in natural gas, but not for trading purposes. IMC Phosphates conducted sensitivity analysis of certain financial instruments assuming a one percentage point adverse change in interest rates on outstanding borrowings as of September 30, 2003. Holding all other variables constant, the hypothetical adverse changes would increase IMC Phosphates' interest expense by $3.8 million for the next twelve months. IMC Phosphates has increased the amount of its natural gas forward purchase contracts since December 31, 2002 to a notional amount of 9.9 million mmbtu as of September 30, 2003. The contracts extend through October 31, 2004 and have an average price of $5.28 per mmbtu. As of September 30, 2003, none of IMC Phosphates' exposure to the other risk factors discussed above had materially changed from December 31, 2002.

	Three months ended June 30		Six months ended June 30
	2004	2003	2004	2003
Comprehensive income (loss):
Earnings (loss)	$ 2.1	$ (29.4)	$ 5.4	$ (94.2)
Net unrealized gain (loss) on derivative instruments	(0.6)	(0.3)	3.9	(2.1)
Foreign currency translation adjustment	-	0.2	(0.1)	0.4
Total comprehensive income (loss) for the period	$ 1.5	$ (29.5)	$ 9.2	$ (95.9)

~~Item~~ P-4~~. Controls and Procedures.~~

IMC Phosphates maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in IMC Phosphates' filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms4. ~~IMC~~ PENSION ~~Phosphates'~~PLANS ~~management,~~AND ~~with~~OTHER the participation of its principal executive and financial officers, has evaluated the effectiveness of IMC Phosphates' disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. IMC Phosphates' principal executive and financial officers have concluded, based on such evaluation, that such disclosure controls and procedures were effective for the purpose for which they were designed as of the end of such period.BENEFITS

~~There~~The ~~was~~components noof ~~change~~pension in the IMC Phosphates' internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonablycosts ~~likely~~were toas ~~materially affect, IMC Phosphates' internal control over financial reporting.~~follows:

Part II. OTHER INFORMATION

	Three months ended June 30		Six months ended June 30
	2004	2003	2004	2003
Pension Plans
Service cost	$ 0.8	$ 1.1	$ 1.6	$ 2.2
Interest cost	2.5	2.7	5.0	5.4
Return on plan assets	(1.7)	(2.1)	(3.4)	(4.2)
Net amortization and deferral	0.7	0.7	1.4	1.4
Curtailments and settlements	-	0.3	-	0.6
Net pension expense	$ 2.3	$ 2.7	$ 4.6	$ 5.4

~~Item~~The ~~6. Exhibits~~components of ~~and~~other ~~Reports~~benefits oncosts ~~Form~~were ~~8-K.~~as follows:

	(a)	Exhibits.
	Three months ended June 30		Six months ended June 30
		Reference is made to the Exhibit Index on page E-1 hereof.
	2004	2003	2004	2003
	(b)	Reports on Form 8-K.
Other Benefits
		None.
Service cost	$ 0.2	$ 0.3	$ 0.4	$ 0.6
Interest cost	0.5	0.6	1.0	1.2
Net amortization and deferral	(1.0)	(0.6)	(2.0)	(1.2)
Curtailments and settlements	-	(0.3)	-	(0.6)
Net other benefits income	$ (0.3)	$ -	$ (0.6)	$ -

*MP *Co. estimates *that *contributions *to *the *pension *plans *will *be *$20.3 *million *in 2004. The *Company's *estimated *contributions to the other benefits plans are generally on schedule with the dollar estimates disclosed in IMC Phosphates' 2003 Annual Report on Form 10-K.

~~SIGNATURES~~In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Act) was signed into law. The Act expands Medicare, primarily by adding a prescription drug benefit for Medicare-eligibles starting in 2006. The Act provides employers currently sponsoring prescription drug programs for Medicare-eligibles with a range of options for coordinating with the new government-sponsored program to potentially reduce program costs. These options include supplementing the government program on a secondary payor basis or accepting a direct subsidy from the government to support a portion of the cost of the employer's program.

~~Pursuant~~Statement toof Financial ~~the~~Accounting ~~requirements~~Standards of(SFAS) ~~the~~No. ~~Securities~~106, ~~Exchange~~Employers' ~~Act~~Accounting offor Postretirement ~~1934~~Benefits Other Than Pensions, ~~the~~requires ~~Registrant~~that ~~has~~presently enacted ~~duly~~changes ~~caused~~in ~~this~~law ~~report~~impacting employer-sponsored retiree health care programs which take effect in future periods be considered in current-period measurements for benefits expected to be ~~signed~~provided onin ~~its~~those ~~behalf~~future byperiods. Therefore, under SFAS No. 106 guidance, measures of plan liabilities and annual expense on or after the ~~undersigned~~date ~~thereunto~~of ~~duly~~enactment ~~authorized~~should reflect the effects of the Act.

IMC PHOSPHATES COMPANY By: IMC Phosphates MP Inc. Its Managing General Partner J. Reid Porter J. Reid Porter Vice President of IMC Phosphates MP Inc. (on behalf of the registrant and as principal financial officer)P-5

~~Date:~~Also ~~November~~in December 132003, ~~2003~~the Financial Accounting Standards Board (FASB) staff issued FASB Staff Position SFAS No. 106-1, which allows for a one-time election to defer the accounting for the Act. IMC Phosphates has chosen to defer recognition of the potential effects of the Act in these 2004 disclosures. Therefore, the information reported in these financial statements does not yet reflect any potential impact of the Act. Specific, authoritative guidance on the accounting for the government subsidy is pending and that guidance, when issued, could require IMC Phosphates to change previously reported information.

~~Exhibit~~In ~~Index~~2004, IMC Phosphates intends to review the other benefits plans in light of the Act. The Company will most likely amend the other benefits plans to coordinate with the new Medicare prescription drug program or to receive the direct subsidy from the government. As a result, IMC Phosphates anticipates that the other benefits plans' obligations and costs could be reduced once the amendments are adopted and/or the government subsidies are considered.

~~Exhibit No~~5. CARGILL ~~Description~~CROP ~~Incorporated~~NUTRITION ~~Herein~~AND ~~by Reference to Filed with Electronic Submission~~PLP MERGERS

IMC Global Inc. (IMC) and Cargill, Incorporated (Cargill) announced on January 27, 2004 the signing of a definitive agreement to combine IMC and Cargill Crop Nutrition to create a new, publicly traded company. Under terms of the definitive agreement, IMC common stockholders and Cargill will own on a pro forma basis 33.5 percent and 66.5 percent, respectively, of the outstanding common shares of the new company. On April 8, 2004, Global Nutrition Solutions, Inc. (which has been renamed Mosaic) filed a Registration Statement on Form S-4 with the U.iiS. Securities and Exchange Commission (SEC) containing a preliminary proxy statement/prospectus regarding the proposed transaction between IMC and Cargill Crop Nutrition. On June 17, 2004, Global Nutrition Solutions Inc. filed an amendment to such Registration Statement. The combination is subject to regulatory approval in the U.S. and Canada; the approval of IMC's common shareholders; the completion of the Phosphate Resource Partners Limited Partnership (PLP) merger referred to below; and satisfaction of other customary closing conditions. Necessary antitrust or competition processes required in several other jurisdictions, including China, have been fully satisfied. Closing is anticipated in September of 2004. IMC will not distribute the definitive proxy statement/prospectus regarding the proposed transaction to its common stockholders until the SEC has completed its review of such Registration Statement and such Registration Statement has been declared effective by the SEC.

~~Indenture~~On March 19, 2004, IMC and PLP announced the signing of a ~~dated~~definitive asagreement to merge PLP into a subsidiary of ~~August~~IMC. Pursuant 1to the merger, ~~2003~~each ~~between~~publicly traded PLP unit would be converted into the right to receive 0.2 shares of IMC ~~Global~~common ~~Inc~~stock. Alpine Capital and The Anne T. and Robert M. Bass Foundation (collectively, the ~~Guarantors~~largest ~~named~~public holders of PLP ~~therein~~units) ~~and~~have ~~BNY~~agreed ~~Midwest~~to ~~Trust~~support ~~Company~~such ~~relating~~a transaction. On April 20, 2004, IMC filed a Registration Statement on Form S-4 with the SEC containing a preliminary proxy statement/prospectus regarding the proposed PLP merger. On June 17, 2004, IMC filed an amendment to such Registration Statement. The PLP merger is subject to certain conditions, including among other things, approval by the partners ~~issuance~~of PLP, and other conditions which are customary for transactions of this 10nature involving publicly traded companies.~~875~~ On July 15, 2004, the waiting ~~percent~~period ~~Senior~~for ~~Notes~~the ~~due~~PLP ~~2013~~merger under the Hart-Scott- Rodino Antritrust Improvements Act of 1976, as amended, was terminated. Closing is anticipated in September of 2004. PLP will not distribute the definitive proxy statement/prospectus regarding the proposed transaction to the PLP unitholders until the SEC has completed its review of such Registration Statement and such Registration Statement has been declared effective by the SEC.

~~Exhibit 4.ii.(a) to the Quarterly Report on Form 10~~P-Q of IMC Global Inc. for the Quarterly Period Ended September 30, 2003*6

4For further information regarding the transactions referred to in the prior two paragraphs, reference is made to Note 13 of Notes to Consolidated Financial Statements in IMC Phosphates' Annual Report on Form 10-K for the fiscal year ended December 31, 2003.~~ii.(b)~~

~~Supplemental Indenture~~Item ~~dated~~2. asManagement's ofDiscussion ~~October 21, 2003 between PRP-GP LLC~~ and ~~The Bank~~ ofAnalysis ~~New York to the Indentures dated as~~ of ~~May~~Financial ~~17,~~Condition ~~2001 between IMC Global Inc., the Guarantors named therein~~ and ~~The~~Results ~~Bank~~ of ~~New York relating to the issuance of 10~~Operations.~~875 percent Senior Notes due 2008 and 11.250 percent Senior Notes due 2011~~[1]

~~Exhibit 4.ii.(b)~~Results ~~to the Quarterly Report on Form 10-Q~~ of ~~IMC Global Inc. for the~~ Quarterly Period Ended September 30, 2003*Operations

4Three months ended June 30, 2004 vs.~~ii.(c)~~ three months ended June 30, 2003

~~Supplemental~~IMC Phosphates' ~~Indenture~~Net ~~dated~~sales for the second quarter of 2004 increased 38 percent to $409.5 million compared to $297.8 million for the same period last year largely as a result of higher ~~October~~concentrated ~~21,~~phosphate ~~2003~~sales ~~between~~volumes ~~PRP-GP~~and ~~LLC~~prices of $63.0 million and $40.8 ~~BNY~~million, respectively. The increase in concentrated phosphate sales ~~Midwest~~volumes ~~Trust~~was ~~Company~~primarily toa ~~the~~result ~~Indenture~~of ~~dated~~higher asinternational sales of ~~August~~diammonium phosphate 1(DAP) of $48.5 million, ~~2003~~granular monoammonium phosphate (GMAP) of ~~between~~$8.6 ~~IMC~~million ~~Global~~and ~~Inc~~granular triple superphosphate (GTSP) of $4.4 million. International DAP volumes were higher mainly as a result of increased volumes to China, ~~the~~Turkey, ~~Guarantors~~Pakistan, ~~named~~Mexico, ~~therein~~Peru, New Zealand, Chile, Venezuela and Thailand, ~~BNY~~partially ~~Midwest~~offset by decreased sales to Japan. International GMAP ~~Trust~~volumes ~~Company~~were ~~relating~~higher primarily as a result of increased sales to ~~the~~Brazil ~~issuance~~and Chile, partially offset by decreased sales to Japan. International GTSP volumes increased primarily as a result of 10higher volumes to Brazil, Chile and Japan, partially offset by decreased sales to Bangladesh.~~875~~ Average DAP prices increased 15 percent ~~Senior~~to ~~Notes~~$182 per short ton in the second quarter of 2004 from ~~due~~$158 ~~2013~~per short ton in the second quarter of 2003.

~~Exhibit~~Gross margins 4improved to $19.~~ii.(c)~~6 million for the second quarter of 2004 compared to a negative $14.4 million for the ~~Quarterly~~second ~~Report~~quarter onof ~~Form~~last ~~10-Q~~year. Margins were favorable as a result of ~~IMC~~higher ~~Global~~concentrated ~~Inc~~sales prices of $40.8 million and lower idle plant costs of $7.0 million, partially offset by higher phosphate operating costs of $7.7 million. The favorable idle plant costs resulted from a rock mine being shutdown during April of 2003 and the Louisiana concentrate plants being shutdown in June of 2003. All of these facilities were operating for the ~~Quarterly~~entire ~~Period~~second ~~Ended~~quarter ~~September~~of 302004. Phosphate operating costs were unfavorable primarily as a result of increased electricity, 2003*maintenance, payroll, permitting and legal costs, partially offset by higher production volumes.

10[1] All statements, other than statements of historical fact, appearing under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.ii In particular, forward-looking statements may include words such as "expect," "anticipate," believe," "may," "should," "could" or "estimate." These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this filing.

~~Promissory~~Factors that could cause actual results to differ materially from those ~~Demand~~expressed ~~Note~~or ~~between~~implied by the forward-looking statements include, but are not limited to, the following: general business and economic conditions and governmental policies affecting the agricultural industry in localities where IMC Phosphates ~~Company~~or its customers operate; weather conditions; the terms and interest rates on debt of IMC Phosphates; the willingness of IMC to continue to loan funds to IMC Phosphates; the impact of competitive products; pressure on prices realized by IMC Phosphates for its products; constraints on supplies of raw materials used in manufacturing certain of IMC Phosphates' products; capacity constraints limiting the production of certain products; difficulties or delays in the development, asproduction, ~~borrower~~testing and marketing of products; difficulties or delays in receiving required governmental and regulatory approvals; market acceptance issues, including the failure of products to generate anticipated sales levels; the effects of and ~~IMC~~change in trade, monetary, asenvironmental and fiscal policies, laws and regulations; foreign ~~lender~~exchange rates and fluctuations in those rates; the costs and effects of legal proceedings, ~~dated~~including environmental and administrative proceedings involving IMC Phosphates; success in implementing IMC Phosphates' various initiatives; the uncertain effects upon the global and domestic economies and financial markets of the terrorist attacks in New York City and Washington, D.C. on September 111, ~~2003~~2001 and their aftermaths; and other risk factors reported from time to time in IMC Phosphates' Securities and Exchange Commission reports. IMC has entered into a business combination agreement with Cargill. If the transactions ~~maximum~~contemplated ~~principal~~thereby ~~sum~~are consummated, IMC's business would be operated by a newly-formed public company going forward. The Board of ~~$400~~Directors and management of the new public company will not be the same as exists on the date hereof for IMC,~~000,000~~ and they may operate the business of IMC in a manner that differs from IMC's current operations. The factors listed above do not account for any such possible change in IMC's operations.

XP-7

31Other (income) expense, net for the second quarter of 2004 changed $2.2 million to $1.2 million of expense from $1.0 million of income in the prior year period. The variance was primarily the result of recording a $1.2 million reserve for a note receivable from non-operating activities related to the development of water treatment technologies.

~~Certification~~Six months ended June 30, 2004 ~~Required~~vs. bysix ~~Rule~~months ~~13a-14(a)~~ended June 30, 2003

XIMC Phosphates' Net sales for the first half of 2004 increased 19 percent to $756.9 million compared to $638.0 million for the same period last year largely as a result of higher concentrated phosphate sales prices and volumes of $96.3 million and $30.3 million, respectively, partially offset by lower feed ingredient sales of $6.0 million. Average DAP prices increased 23 percent to $184 per short ton in the first half of 2004 from $149 per short ton in the first half of 2003. The increase in concentrated phosphate sales volumes primarily resulted from higher international volumes of $55.6 million, partially offset by lower domestic volumes of $25.3 million. The increase in international volumes was primarily a result of higher international sales of DAP of $34.5 million, GMAP of $15.6 million and GTSP of $4.3 million. International DAP volumes were higher because of increased volumes to China, Turkey, Pakistan, Mexico, Peru, New Zealand, Chile, Venezuela, Nigeria, Guatemala, and Thailand, partially offset by decreased sales to India, Japan, Vietnam, Australia and Ecuador. International GMAP volumes were higher primarily as a result of increased sales to Brazil, Australia, Venezuela and Chile, partially offset by decreased sales to Japan. International GTSP volumes increased primarily as a result of higher volumes to Brazil and Chile, partially offset by decreased sales to Bangladesh and Australia. The decrease in domestic volumes was primarily the result of lower sales of DAP of $15.2 million, GMAP of $6.9 million and GTSP of $4.5 million. The decrease in domestic DAP and GMAP volumes was primarily the result of the timing of sales in the fourth quarter of the prior year, increased competition, the loss of a warehouse contract and not participating in a leased rail car program in the Plains states which resulted in reduced railcar availability. The decrease in domestic GTSP volumes was primarily caused by weak demand for a majority of the first half as well as product committed to the international market. Lower feed ingredient sales resulted from reduced volumes that occurred because of the timing of sales in the fourth quarter of the prior year that negatively impacted the current period and increased competitive pricing pressure.

31Gross margins improved to $38.0 million for the first six months of 2004 compared to a negative $29.6 million for the first six months of last year. Margins increased as a result of the higher concentrated phosphate sales prices, previously discussed, and favorable idle plant costs of $12.4 million, partially offset by higher raw material costs of $20.6 million and higher phosphate operating costs of $19.7 million. The favorable idle plant costs resulted from a rock mine being shutdown during February, March and April of 2003 and the Louisiana concentrate plants being shutdown in June of 2003. These facilities were operating for the entire first half of 2004. Higher raw material costs were primarily the result of higher costs for ammonia of $13.4 million, sulphur of $3.9 million and natural gas of $3.2 million. Phosphate operating costs were unfavorable primarily as a result of increased electricity, maintenance, payroll, contract services, permitting and legal costs as well as using lower grade rock, partially offset by higher production volumes.

~~Certification~~Other (income) ~~Required~~expense, bynet ~~Rule~~for ~~13a-14(~~the first half of 2004 changed $3.3 million to $0.9 million of expense from $2.4 million of income in the prior year period. The variance was primarily the result of the absence of $2.4 million of income recorded in the prior year for realized gains from ineffective natural gas hedges related to facilities that were not operational for a) portion of 2003, see discussion below, and recording a $1.2 million reserve in 2004 for a note receivable from non-operating activities related to the development of water treatment technologies.

XP-8

32Certain natural gas forward purchase contracts were entered into at various dates beginning January 9, 2002 through March 14, 2003, relating to the periods of March and June 2003.1 As a result of a decision to idle operations in Louisiana, forecasted natural gas purchase requirements for March and June 2003, to which the natural gas forward purchase contracts specifically related, were no longer probable. As a result, these contracts no longer qualified as cash flow hedges under SFAS No. 133, Derivative Instruments and Hedging Activities, as amended. Since the contracts no longer qualified for hedge accounting, the Company was required to transfer the accumulated gain that existed on the contracts at that point from Accumulated other comprehensive income (loss) to the Consolidated Statement of Operations along with the subsequent gains or losses from settlement of the contracts.

~~Certification Required~~Capital byResources ~~Rule 13a-14(b)~~ and ~~Section 1350 of Chapter 63 of Title 18 of the United States Code~~Liquidity

XHistorically, IMC Phosphates has satisfied its borrowing needs through IMC. IMC Phosphates has two promissory notes (Promissory Notes) payable to IMC for borrowings up to $400.0 million and $65.0 million. The demand notes have variable rates, based on LIBOR plus the applicable margin as defined in the senior secured facilities entered into by IMC on May 17, 2001 (Credit Facility), which was 5.125 percent as of June 30, 2004. IMC Phosphates had borrowed $298.4 million and $65.0 million, respectively, as of June 30, 2004. IMC has advised IMC Phosphates that it does not intend to demand payment on the Promissory Notes prior to July 1, 2005; however, IMC has entered into discussions with IMC Phosphates contemplating a revision to the terms of the loans from IMC to IMC Phosphates, including the interest rate, if warranted. The Promissory Notes evidencing the obligations to IMC have been classified as long-term.

32IMC's ability to make payments on and to refinance its indebtedness and to fund planned capital expenditures and expansion efforts in the future, if any, will depend on IMC's ability to generate cash in the future.2 This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond IMC's control. IMC believes that its cash, other liquid assets and operating cash flow, together with available borrowings and potential access to credit and capital markets, will be sufficient to meet IMC's operating expenses and capital expenditures and to service its debt requirements and other contractual obligations as they become due.

~~Certification~~IMC's ~~Required~~credit facilities byrequire ~~Rule~~it ~~13a-14(b)~~to maintain certain financial ratios, including a leverage ratio test and ~~Section~~an ~~1350~~interest coverage test. In addition, the credit facilities contain certain covenants and events of ~~Chapter~~default. Most 63of IMC's various material debt instruments have cross-default provisions. In general, pursuant to these provisions, the instruments governing such debt arrangements each provide that a failure to pay principal or interest under other indebtedness in excess of ~~Title~~a 18specified threshold amount will result in a cross-default. Of IMC's material debt instruments, the Credit Facility has the lowest specified threshold amount, $20.0 million. IMC's access to funds is dependent upon its product prices, input costs and market conditions. During periods in which product prices or volumes; raw material prices or availability; or other conditions reflect the adverse impact of cyclical market trends or other factors; there can be no assurance that IMC would be able to comply with applicable financial covenants or meet its liquidity needs. IMC cannot assure that its business will generate sufficient cash flow from operations in the future; ~~United~~that ~~States~~its ~~Code~~currently anticipated growth in net sales and cash flow will be realized; or that future borrowings will be available when needed or in an amount sufficient to enable IMC to repay indebtedness or to fund other liquidity needs.

XP-9

There can be no *SECassurance ~~File~~that NoIMC will be able to obtain any necessary waivers or amendments from the requisite lenders. Any 1failure to comply with the restrictions of the credit facilities or any agreement governing its indebtedness may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which may trigger cross-~~9759~~acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply IMC with further funds (including periodic rollovers of existing borrowings). IMC has been in compliance with all of its debt and other covenants during all periods presented. No waivers have been necessary.

~~Item~~IMC 6Phosphates has historically relied on borrowings from IMC as a principal source of liquidity. ~~Exhibits~~ Pursuant to the Credit Facility, IMC and ~~Reports~~certain onof ~~Form~~its ~~8‑K~~domestic subsidiaries, including IMC Phosphates, may borrow up to approximately $460.7 million. The Credit Facility consisted of a revolving credit facility (Revolving Credit Facility) of up to $210.0 million available for revolving credit loans and letters of credit as well as a term loan facility (Term Loan Facility) of approximately $250.7 million.

	(a)	Exhibits.
		Reference is made to the Exhibit Index on page E-1 hereof.
	(b)	Reports on Form 8‑K.
		A report under Items 7 and 12 dated July 30, 2003.

The Credit Facility requires IMC to meet certain financial tests, including but not limited to, a maximum total leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a maximum ratio of the sum of certain secured obligations as of any date to the collateral coverage amount (as defined in the Credit Facility). In addition, the Credit Facility contains certain covenants, including limitations on the payment of dividends, and events of default.

*In *March *2004, IMC *announced *that *it *had *obtained *amendments *to *the *credit *agreement *governing its *Credit *Facility (Credit Agreement). The descriptions of the terms of the Credit Agreement below reflect those amendments.

~~SIGNATURES~~The interest expense coverage ratio is the ratio of consolidated Credit Agreement adjusted EBITDA to consolidated interest expense (as defined in the Credit Agreement governing IMC's credit facilities), and such ratio is required to equal or exceed the following ratios for the four consecutive fiscal quarters ended on any date during any period set forth below: (i) 1.70 to 1.00 for the period of January 1, 2004 to and including December 31, 2004; and (ii) 2.50 to 1.00 after December 31, 2004. For the four fiscal quarters ended June 30, 2004, IMC's interest expense coverage ratio was 2.26 to 1.00.

~~Pursuant~~The tototal leverage ratio is the ~~requirements~~ratio of total indebtedness to consolidated Credit Agreement adjusted EBITDA (each as defined in the ~~Securities~~Credit ~~Exchange~~Agreement ~~Act~~governing IMC's ofcredit ~~1934,~~facilities) for the ~~Registrant~~preceding ~~has~~four ~~duly~~fiscal ~~caused~~quarters, ~~this~~and ~~report~~such ratio is required to be ~~signed~~equal onto ~~its~~or ~~behalf~~less bythan the ~~undersigned~~ratios ~~thereunto~~set ~~duly~~forth ~~authorized~~below as of the last day of any fiscal quarter ending during any period set forth below: (i) 6.50 to 1.00 for the period of January 1, 2004 to and including December 31, 2004, and (ii) 4.00 to 1.00 after December 31, 2004. For the four fiscal quarters ended June 30, 2004, IMC's total leverage ratio was 4.55 to 1.00.

~~PHOSPHATE~~The ~~RESOURCE~~secured leverage ~~PARTNERS~~ratio ~~LIMITED~~is ~~PARTNERSHIP~~the ~~By:~~ratio ~~PRP-GP~~of ~~LLC,~~the ~~Its~~total ~~Administrative~~principal ~~Managing~~amount ~~General~~of ~~Partner~~the ~~Robert~~loans M.under the ~~Qualls~~credit ~~Robert~~facilities M.to ~~Qualls~~consolidated ~~Vice~~Credit ~~President~~Agreement ~~and~~adjusted ~~Chief~~EBITDA ~~Financial~~(each ~~Officer~~as defined ~~(on~~in ~~behalf~~the ofCredit Agreement governing IMC's credit facilities) for the preceding ~~registrant~~four fiscal quarters, and as ~~principal~~of ~~financial~~the ~~officer~~period ended March 31, 2003 and the ~~chief~~last ~~accounting~~day ~~officer)~~of any fiscal quarter thereafter, such ratio was required to be less than 2.00 to 1.00. For the four fiscal quarters ended June 30, 2004, IMC's secured leverage ratio was 0.60 to 1.00.

~~Date: November 13, 2003~~P-10

~~Exhibit~~The ~~Index~~collateral coverage ratio is the ratio of the total value of the collateral securing IMC's credit facilities to the sum of the total principal amount of the loans under IMC's credit facilities plus the amount of any outstanding letters of credit, and as of the date of the Credit Facility and any date thereafter, such ratio was required to be equal to or greater than 1.00 to 1.00. At June 30, 2004, IMC's collateral coverage ratio was 1.64 to 1.00.

As ~~Exhibit~~part ~~No.~~ of ~~Description~~the March ~~Incorporated~~2004 ~~Herein~~amendments ~~by Reference~~ to ~~Filed~~ ~~with~~ the ~~Electronic~~ Credit ~~Submission 4.ii.(a) Indenture dated as of August 1~~Agreement, ~~2003 between~~ IMC ~~Global~~amended ~~Inc.,~~ the ~~Guarantors~~former provisions ~~named~~pursuant ~~therein and BNY Midwest Trust Company relating~~ to which the ~~issuance~~Credit ofFacility ~~10.875~~(which ~~percent~~otherwise ~~Senior~~matures ~~Notes due 2013~~in ~~Exhibit~~May ~~4.ii.(a)~~2006 toin the ~~Quarterly~~case ~~Report on Form 10-Q~~ of ~~IMC Global Inc. for~~ the ~~Quarterly~~Revolving ~~Period Ended~~Credit ~~September~~Facility ~~30, 2003* 4.ii.(b) Supplemental Indenture dated as of October 21, 2003 between PRP-GP LLC~~ and ~~The~~November ~~Bank~~2006 ofin ~~New York to~~ the case ~~Indentures dated as~~ of ~~May 17, 2001 between IMC Global Inc.,~~ the ~~Guarantors~~Term ~~named~~Loan ~~therein~~Facility) ~~and~~would ~~The~~have ~~Bank~~matured ofon ~~New~~October ~~York~~15, ~~relating~~2004 toif ~~the~~IMC had ~~issuance~~not ofrefinanced 10its 7.~~875~~625 percent Senior Notes due ~~2008~~in 2005 and 116.~~250~~55 percent Senior Notes due ~~2011 Exhibit~~in ~~4.ii.~~2005 (b)collectively to2005 ~~the~~Notes) ~~Quarterly~~prior ~~Report~~to onOctober ~~Form~~15, ~~10-Q~~2004. In of2003, IMC ~~Global~~refinanced ~~Inc~~approximately $413.5 ~~for~~million of the ~~Quarterly~~$450.0 ~~Period~~million ~~Ended~~2005 Notes ~~September~~then ~~30, 2003* 4~~outstanding.~~ii.(c) Supplemental~~ Pursuant ~~Indenture~~to ~~dated~~the asamendments, ofthe ~~October~~Credit ~~21,~~Facility ~~2003~~will not ~~between~~mature ~~PRP-GP~~until ~~LLC~~the ~~and~~dates ~~BNY~~in ~~Midwest~~2006 ~~Trust~~referred ~~Company~~ to ~~the~~above ~~Indenture~~as ~~dated~~long as ~~of August 1, 2003 between~~ IMC ~~Global~~repays approximately ~~Inc~~$10.,0 ~~the~~million ~~Guarantors~~of ~~named~~the ~~therein~~2005 ~~and~~Notes ~~BNY~~at ~~Midwest~~maturity ~~Trust~~in ~~Company~~January ~~relating~~2005 toand refinances the ~~issuance~~remaining ofapproximately 10$27.~~875 percent~~0 ~~Senior~~million ~~Notes~~balance ~~due 2013 Exhibit 4.ii.(c) to the Quarterly Report on Form 10-Q~~ of ~~IMC Global Inc. for~~ the ~~Quarterly~~2005 Period Ended September 30, 2003*Notes ~~31.1 Certification Required~~ by ~~Rule~~March ~~13a-14(a) X 31.2 Certification~~24, ~~Required~~2005 bywith ~~Rule~~the ~~13a-14(a) X 32.1 Certification~~proceeds ~~Required~~from byan ~~Rule~~offering ~~13a-14(b) Section 1350~~ of ~~Chapter~~debt 63securities ofthat ~~Title~~do not 18mature ofor ~~the~~require ~~United~~any ~~States~~amortization ~~Code~~ or ~~X 32.2 Certification~~other ~~Required~~payment byprior ~~Rule~~to ~~13a-14(b)~~May ~~Section~~31, ~~1350~~2007 or ofwith ~~Chapter~~the 63proceeds offrom ~~Title~~an 18offering of ~~the~~equity ~~United States Code X~~ securities.

*SECAs ~~File~~of NoJune 30, 2004, IMC had no outstanding borrowings under the Revolving Credit Facility, outstanding letters of credit totaling $82.2 million, $1~~-9759~~.5 million of which do not reduce availability under the Revolving Credit Facility, and $250.7 million outstanding under the Term Loan Facility. The net available additional borrowings under the Revolving Credit Facility as of June 30, 2004, were approximately $129.3 million.

Most of IMC's sales of potash into and from the United States are made through a subsidiary, IMC USA Inc. LLC (IMC USA). On May 7, 2003, IMC USA entered into a five year $55.0 million revolving credit facility (Potash Facility) where it may borrow up to a maximum of $52.5 million subject to a borrowing base calculation based on eligible inventory and accounts receivable. Borrowings under the Potash Facility bear an interest rate of LIBOR plus a spread (initially 275.0 basis points), and are secured by IMC USA's accounts receivable and inventory. The Potash Facility is available for the general corporate purposes of IMC USA. Borrowings under the Potash Facility are guaranteed on an unsecured basis by IMC USA Holdings Inc., a subsidiary of IMC and the parent of IMC USA. Neither IMC nor any other subsidiary is a guarantor for the borrowings under the Potash Facility. As of June 30, 2004, the Potash Facility had a borrowing base that could support borrowings up to $21.9 million, under which IMC USA had no outstanding borrowings.

IMC and Cargill announced on January 27, 2004 the signing of a definitive agreement to combine IMC and Cargill Crop Nutrition to create a new publicly traded company. See Note 5 of Notes to Condensed Financial Statements in Item 1 of Part I of this report. IMC must obtain the consent of the lenders under the Credit Facility prior to completion of the transactions contemplated by the agreement with Cargill. While IMC intends to seek the consent of such lenders and anticipates that it will receive their consent, there can be no assurance that their consent will be obtained.

P-11

The indentures relating to IMC's outstanding 10.875 percent senior notes due 2008, 11.250 percent senior notes due 2011 and 10.875 percent senior notes due 2013, referred to collectively as the IMC Senior Notes, contain provisions requiring IMC to offer to purchase all of the outstanding IMC Senior Notes upon a change of control of IMC at 101 percent of the principal amount thereof (plus accrued and unpaid interest). The completion of the combination with Cargill Crop Nutrition will constitute a change of control of IMC under the terms of IMC's indentures. As of June 30, 2004, $1.2 billion of IMC Senior Notes were outstanding and subject to the change of control purchase offer requirements. It is possible that IMC will not have sufficient funds available at the time of the change of control to make the required purchases of the IMC Senior Notes. In such case, IMC may be required to borrow additional funds in order to make the required purchases. However, IMC may not be able to borrow those additional funds or such borrowing may not be available on terms favorable to IMC. Failure to make the required purchases after the change of control of IMC would cause IMC to be in default under IMC's indentures, and would also constitute a default under IMC's credit facilities. Upon closing of the combination with Cargill Crop Nutrition and until expiration of the change of control purchase offer, IMC will reclassify the IMC Senior Notes from long-term debt to current maturities of long- term debt. However, the Senior Notes are currently trading at a substantial premium over par (15 - 20%). It would be uneconomical for investors to put the Senior Notes at 101% when they could be sold for a substantially higher price. Accordingly, IMC does not currently expect that the noteholders will exercise their put option.

On August 1, 2003 IMC issued the $400.0 million principal amount of the 10.875 percent notes due 2013 (August Note Offering) for net proceeds before fees and expenses of $391.1 million. The August Note Offering contains covenants similar to and rank pari pasu with the other IMC Senior Notes. The IMC Senior Notes contain certain covenants that limit matters including the making of restricted payments, as defined. Under the most restrictive of the covenants limiting restricted payments, as of June 30, 2004, IMC had $17.0 million available for the payment of cash dividends with respect to its common and preferred stock. In addition, the agreement with Cargill limits dividends on IMC's common and preferred stock to regular quarterly cash dividends of $0.02 per share and $0.9375 per share, respectively.

P-12

financial assurance obligations or to predict with certainty the financial impact of these requirements on IMC Phosphates; however, these impacts could be significant. IMC Phosphates currently recognizes both Gypstack closure costs and Gypstack water treatment costs as liabilities in accordance with SFAS No.143.

Net cash used in operating activities totaled $9.4 million for the first six months of 2004 versus $28.7 million for the same period in 2003. The decrease of $19.3 million primarily resulted from operating earnings in 2004 versus an operating loss in 2003, partially offset by an increase in cash invested in working capital.

Net cash used in investing activities for the first six months of 2004 of $34.9 million decreased $0.2 million from $35.1 million for the first six months of 2003. IMC Phosphates estimates that its capital expenditures for 2004 will approximate $65.0 million and will be financed primarily from operations and borrowings.

Net cash provided by financing activities for the six month period ending June 30, 2004 was $46.5 million compared to $64.1 million for the same period in 2003. This decrease primarily resulted from decreased working capital borrowings from IMC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

IMC Phosphates is exposed to the impact of interest rate changes on borrowings and the impact of fluctuations in the purchase price of natural gas, ammonia and sulphur consumed in operations, as well as changes in the market value of its financial instruments. IMC Phosphates periodically enters into natural gas forward purchase contracts to reduce the risk related to significant price changes in natural gas, but not for trading purposes. IMC Phosphates conducted sensitivity analyses of certain financial instruments assuming a one percentage point adverse change in interest rates on outstanding borrowings as of June 30, 2004. Holding all other variables constant, the hypothetical adverse changes would increase IMC Phosphates' interest expense by $3.6 million for the next twelve months. IMC Phosphates also conducted sensitivity analyses of its fixed rate long-term debt assuming a one percentage point decrease in interest rates from their actual levels as of June 30, 2004. Holding all other variables constant, the hypothetical adverse change would increase the fair value of IMC Phosphates' fixed rate long-term debt by approximately $5.0 million. IMC Phosphates has decreased the amount of its natural gas forward purchase contracts since December 31, 2003 to a notional amount of $27.0 million as of June 30, 2004. The contracts extend through October 31, 2005 and have an average price of $4.89 per mmbtu. As of June 30, 2004, none of IMC Phosphates' exposure to the other risk factors discussed above had materially changed from December 31, 2003.

Item 4. Controls and Procedures.

IMC Phosphates maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in IMC Phosphates' filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. IMC Phosphates' management, with the participation of its principal executive and financial officers, has evaluated the effectiveness of IMC Phosphates' disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. IMC Phosphates' principal executive and financial officers have concluded, based on such evaluation, that such disclosure controls and procedures were effective for the purpose for which they were designed as of the end of such period.

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There was no change in the IMC Phosphates' internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, IMC Phosphates' internal control over financial reporting.

Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.

Reference is made to the Exhibit Index on page E-1 hereof.

(b) Reports on Form 8-K.

None.

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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 thereunto duly authorized.

IMC PHOSPHATES COMPANY

By:

IMC Phosphates MP Inc.
Its Managing General Partner

J. Reid Porter
J. Reid Porter
Vice President of IMC Phosphates MP Inc.
(on behalf of the registrant and as principal financial officer)

Date: August 5, 2004

PS-1

Exhibit Index

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
4.1	Supplemental Indenture, dated as of May 27, 2004, among Phosphate Acquisition Partners L.P., IMC Global Inc. and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011.	Exhibit 4.1 to the Quarterly Report on Form 10-Q of IMC Global Inc. for the Quarterly Period Ended June 30, 2004*
4.2	Supplemental Indenture, dated as of May 27, 2004, among Phosphate Acquisition Partners L.P., IMC Global Inc. and BNY Midwest Trust Company relating to the issuance of 10.875% Senior Notes due 2013.	Exhibit 4.2 to the Quarterly Report on Form 10-Q of IMC Global Inc. for the Quarterly Period Ended June 30, 2004*
31.1	Certification Required by Rule 13a-14(a)		X
31.2	Certification Required by Rule 13a-14(a)		X
32.1	Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code		X
32.2	Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code		X

*SEC File No. 1-9759.

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Item 6. Exhibits and Reports on Form 8‑K.

	(a)	Exhibits.
		Reference is made to the Exhibit Index on page E-1 hereof.
	(b)	Reports on Form 8‑K.
		A report under Items 5 and 7 dated April 1, 2004.
		A report under Item 5 dated April 12, 2004.

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* * * * * * * * * * * * * * * *

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 thereunto duly authorized.

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
By:	PRP-GP LLC, Its Administrative Managing General Partner
	Robert M. Qualls
	Robert M. Qualls Vice President and Chief Financial Officer (on behalf of the registrant and as principal financial officer and chief accounting officer)

Date: August 5, 2004

S-1

Exhibit Index

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
4.1	Supplemental Indenture dated as of May 27, 2004 among Phosphate Acquisition Partners L.P., IMC Global Inc. and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.1 to the Quarterly Report on Form 10-Q of IMC Global Inc. for the Quarterly Period Ended June 30, 2004*
4.2	Supplemental Indenture dated as of May 27, 2004 among Phosphate Acquisition Partners L.P., IMC Global Inc. and MNY Midwest Trust Company relating to the issuance of 10.875% Senior Notes due 2013	Exhibit 4.2 to the Quarterly Report on Form 10-Q of IMC Global Inc. for the Quarterly Period Ended June 30, 2004*
31.1	Certification Required by Rule 13a-14(a)		X
31.2	Certification Required by Rule 13a-14(a)		X
32.1	Certification Required by Rule 13a-14(b) Section 1350 of Chapter 63 of Title 18 of the United States Code		X
32.2	Certification Required by Rule 13a-14(b) Section 1350 of Chapter 63 of Title 18 of the United States Code		X
99.1	Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC Global Inc., Global Nutrition Solutions, Inc., GNS Acquisition Corp., Cargill, Incorporated and Cargill Fertilizer, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated of of June 15, 2004	Annex A to the proxy statement/ prospectus forming part of Registration Statement No. 333-114300
99.2	Amendment, dated as of June 23, 2004, to the Agreement between IMC Global Inc., Alpine Capital, L.P., Keystone, Inc. and The Anne T. and Robert M. Bass Foundation governing the granting of proxies to IMC Global Inc.	Exhibit 2 to the Quarterly Report on Form 10-Q of IMC Global Inc. for the Quarterly Period Ended June 30, 2004*

*SEC File No. 1-9759.

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