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

~~FORM~~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 333-71510-06

IMC Phosphates Company (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of 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)

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 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 Exchange Act).

Yes . No X .

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Table of Contents

Part I	Financial Information		Page
	Item 1	Financial Statements	1
		- Condensed Consolidated Statement of Operations	1
		- Condensed Consolidated Balance Sheet	2
		- Condensed Consolidated Statement of Cash Flows	3
		- Notes to Condensed Consolidated Financial Statements	4
	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	67
		- Results of Operations	67
		- Capital Resources and Liquidity	8
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
	Item 4	Controls and Procedures	1113
Part II	Other Information		Page
	Item 6	Exhibits and Reports on Form 8-K	12
	Signatures		S-1
	Exhibit Index		E-1

~~PART~~Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

IMC PHOSPHATES COMPANY CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In millions) (Unaudited)

	Three months ended September 30		Nine months ended September 30
	Three months ended June 30		Six months ended June 30
	2003	2002	2003	2002
	2004	2003	2004	2003
Net sales	$ ~~292~~409.35	$ ~~313~~297.78	$ ~~930~~756.39	$ ~~945~~638.70
Cost of goods sold	~~294~~389.49	~~282~~312.82	~~962~~718.09	~~880~~667.96
Gross margins	(219.1)6	30(14.94)	~~(31~~38.7)0	64(29.86)
Selling, general and administrative expenses	10.54	10.5	3221.01	3221.85
Restructuring charges	-	-	~~2.4~~-	-2.4
Operating earnings (loss)	~~(12~~9.6)2	20(24.49)	~~(66~~16.1)9	32(53.05)
Interest expense	5.79	45.75	1610.16	1310.64
Other (income) expense, net	(21.9)2	(01.30)	(50.3)9	1(2.54)
Earnings (loss) before cumulative effect of a change in accounting principle	~~(15~~2.4)1	16(29.04)	~~(76~~5.9)4	16(61.95)
Cumulative effect of a change in accounting principle	-	-	~~(32.7)~~-	-(32.7)
Earnings (loss)	$ ~~(15~~2.4)1	$ 16(29.04)	$ ~~(109~~5.6)4	$ 16(94.92)

(See Notes to Condensed Consolidated Financial Statements)

~~IMC PHOSPHATES COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (In millions)~~-1-

	(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 COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions)

(See Notes to Condensed Consolidated Financial Statements)

	(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

	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

(See Notes to Condensed Consolidated Financial Statements)

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

IMC PHOSPHATES COMPANY ~~NOTES TO~~ CONDENSED CONSOLIDATED ~~FINANCIAL~~STATEMENT ~~STATEMENTS~~OF CASH FLOWS (~~Dollars~~In in millions) (Unaudited)

1. RESTRUCTURING CHARGES

	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

~~To meet current business challenges and as part of IMC Global Inc.'s~~ (~~IMC)~~See ~~drive~~Notes 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~~Condensed ofConsolidated ~~which~~Financial had left IMC Phosphates by June 30, 2003, and will focus 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 the Program. Statements)

~~Activity related to IMC Phosphates' restructuring accruals during the period January 1, 2003 to September 30, 2003, including the prior restructuring activities, was as follows:~~-3-

	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

IMC PHOSPHATES COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions)
(Unaudited)

~~aRepresents accretion of the recorded liability~~1. RESTRUCTURING CHARGES

~~The~~Activity related ~~timing~~to ~~and~~IMC ~~costs~~Phosphates' ~~of the prior~~ restructuring ~~activities~~accruals ~~are~~during ~~generally on schedule with~~ the ~~time~~period ~~and~~January ~~dollar~~1, 2004 ~~estimates~~to ~~disclosed~~June in30, ~~IMC~~2004 ~~Phosphates'~~was ~~2002~~as ~~Annual Report on Form 10-K.~~follows:

2. ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

	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

OnThe ~~January~~timing 1,and ~~2003~~costs ~~IMC Phosphates adopted Statement~~ of ~~Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations. Under~~ the ~~new~~prior ~~rules,~~restructuring ~~legal obligations associated with the retirement of long-lived assets~~ activities are ~~required to~~generally beon ~~recognized~~schedule atwith ~~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~~dollar onestimates adisclosed ~~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~~2003 ~~and~~Annual ~~Louisiana~~Report ~~facilities must be closed at the end of their useful lives. The estimated liability is based~~ on ~~the~~Form ~~estimated cost to satisfy the above obligations and then discounted using a credit~~10-~~adjusted risk-free rate~~K.

~~The adoption of SFAS No~~2. 143, resulted in an increase in net property, plant and equipment of $17.9 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. INVENTORIES

The following is a reconciliation of prior year earnings (loss) between the amounts previously reported by IMC Phosphates and the adjusted amounts that would have been reported if SFAS No. 143 had been applied in prior years.

	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

	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

3. COMPREHENSIVE INCOME (LOSS)

AComprehensive ~~reconciliation~~income of(loss) ~~the~~was ~~Company's liability~~ as ~~of September 30, 2003 is as~~ follows:

	Nine months ended September 30, 2003
	Three months ended June 30		Six months ended June 30
Upon adoption at January 1, 2003	$ 145.5
	2004	2003	2004	2003
Liability incurred	13.9
Comprehensive income (loss):
Liability settled	(21.4)
Earnings (loss)	$ 2.1	$ (29.4)	$ 5.4	$ (94.2)
Accretion expense	4.2
Net unrealized gain (loss) on derivative instruments	(0.6)	(0.3)	3.9	(2.1)
Revisions to estimate	0.7
Foreign currency translation adjustment	-	0.2	(0.1)	0.4
Ending balance	$ 142.9
Total comprehensive income (loss) for the period	$ 1.5	$ (29.5)	$ 9.2	$ (95.9)

If SFAS No. 143 had been applied in the prior years, the Company's liability would have been $145.5 million, $139.5 million, $134.3 million and $131.5 million for the years ended December 31, 2002, 2001, 2000 and 1999, respectively.-4-

34. ~~INVENTORIES~~PENSION PLANS AND OTHER BENEFITS

	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

The components of pension costs were as follows:

Comprehensive income (loss) was as follows:

	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

	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

The components of other benefits costs were as follows:

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

	Three months ended June 30		Six months ended June 30
	2004	2003	2004	2003
Other Benefits
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)	$ -

~~Results~~MP ofCo. estimates ~~Operations~~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.

~~Three~~In ~~months~~December ~~ended~~2003, the ~~September~~Medicare 30Prescription Drug, Improvement and Modernization Act of 2003 ~~vs.~~(Act) was ~~three~~signed ~~months~~into ~~ended~~law. ~~September~~The 30Act expands Medicare, ~~2002~~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.

~~IMC~~Statement ~~Phosphates' net sales for the third quarter~~ of Financial ~~2003~~Accounting ~~decreased~~Standards ~~seven~~(SFAS) ~~percent to $292~~No.3 ~~million~~106, ~~compared~~Employers' toAccounting ~~$313.7 million~~ for Postretirement ~~the~~Benefits ~~same~~Other ~~period~~Than ~~last~~Pensions, ~~year~~requires ~~largely~~that aspresently enacted achanges ~~result~~in oflaw ~~lower~~impacting ~~concentrated~~employer-sponsored ~~phosphate~~retiree ~~sales~~health ~~volumes, reduced rock sales of $6.8 million and~~care ~~lower~~programs ~~feed~~which ~~ingredient~~take ~~sales~~effect ofin ~~$6.0~~future ~~million,~~periods ~~partially~~be ~~offset~~considered byin ~~higher~~current-period measurements ~~sales~~for ~~prices. Lower~~benefits ~~shipments~~expected ofto ~~concentrated~~be ~~phosphates,~~provided ~~primarily~~in ~~diammonium~~those ~~phosphate~~future ~~(DAP)~~periods. Therefore, ~~unfavorably~~under ~~impacted~~SFAS ~~net~~No. ~~sales~~106 byguidance, ~~$25.5~~measures ~~million. Average~~of ~~DAP~~plan ~~prices~~liabilities ~~increased~~and ~~eight~~annual ~~percent~~expense toon ~~$156~~or ~~per~~after ~~short ton in~~ the ~~third~~date ~~quarter~~ of ~~2003~~enactment ~~from~~should ~~$145~~reflect ~~per short ton in~~ the ~~third~~effects ~~quarter~~ of ~~2002~~the Act. ~~Lower~~ ~~feed ingredient sales occurred because of increased domestic competition and an overall domestic industry downturn.~~

Gross margins decreased to a negative $2.1 million for the third quarter of 2003 compared to $30.9 million for the third quarter of last year. Margins were unfavorable as a result of 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 $-5.2 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 that is expected to be maintained until market conditions show sufficient and sustained improvements.-

~~Interest~~Also ~~expense~~in December ~~for~~2003, the ~~third~~Financial ~~quarter~~Accounting ofStandards ~~2003~~Board ~~increased~~(FASB) $1staff issued FASB Staff Position SFAS No.0 ~~million~~106-1, which allows for a one-time election to defer $5the accounting for the Act.7 IMC ~~million~~Phosphates ~~from~~has $4chosen to defer recognition of the potential effects of the Act in these 2004 disclosures.7 Therefore, ~~million~~the asinformation areported ~~result~~in these financial statements does not yet reflect any potential impact of ~~increased~~the ~~working~~Act. ~~capital~~Specific, ~~borrowings~~authoritative ~~from~~guidance on the accounting for the government subsidy is pending and that guidance, when issued, could require IMC Phosphates to change previously reported information.

~~Other~~In ~~(income) expense~~2004, ~~net~~IMC Phosphates ~~changed~~intends ~~$2.6~~to ~~million~~review ~~from~~the ~~$0.3~~other ~~million~~benefits ofplans ~~income~~ in ~~the~~light ~~third quarter~~ of ~~2002 to $2.9 million of income in~~ the ~~third quarter of 2003 mainly because of $0~~Act.7 The Company ~~million~~will ofmost ~~income~~likely ~~received~~amend ~~from~~ the ~~sale~~other ofbenefits ~~mineral~~plans ~~rights~~to ~~and~~coordinate awith ~~$1.2 million~~the ~~gain~~new onMedicare ~~natural~~prescription ~~gas~~drug ~~forward~~program ~~purchase~~or ~~contracts related~~ to ~~facilities~~receive ~~temporarily idled during~~ the ~~third~~direct ~~quarter~~subsidy offrom ~~2003~~the government. ~~Per~~As ~~SFAS~~a ~~No. 133~~result, ~~Derivative~~IMC ~~Instruments~~Phosphates ~~and~~anticipates ~~Hedging~~that ~~Activities,~~the asother ~~amended,~~benefits ~~the~~plans' obligations ~~underlying~~and ~~contracts~~costs ~~did~~could ~~not~~be ~~qualify~~reduced asonce ~~hedges because~~ the ~~facilities~~amendments ~~designated~~are toadopted ~~take delivery of~~ and/or the ~~natural~~government ~~gas~~subsidies ~~were~~are ~~idled~~considered.

______________________________ 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 19955. In CARGILL ~~particular, forward-looking~~CROP ~~statements~~NUTRITION ~~may~~AND ~~include words such as "expect,"~~PLP "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.MERGERS

~~Factors that~~IMC ~~could~~Global ~~cause~~Inc. ~~actual~~(IMC) ~~results~~and toCargill, ~~differ~~Incorporated ~~materially~~(Cargill) announced ~~from~~on ~~those~~January ~~expressed~~27, ~~or implied~~2004 by the ~~forward-looking~~signing ~~statements~~of ~~include,~~a ~~but~~definitive ~~are~~agreement ~~not limited~~ to, ~~the~~combine ~~following:~~IMC ~~general~~and ~~business~~Cargill ~~and~~Crop ~~economic~~Nutrition ~~conditions~~to ~~and~~create ~~governmental~~a ~~policies~~new, publicly traded company. Under ~~affecting~~terms of the ~~agricultural~~definitive ~~industry~~agreement, inIMC ~~localities~~common ~~where~~stockholders ~~IMC~~and ~~Phosphates~~Cargill orwill ~~its~~own ~~customers~~on ~~operate;~~a ~~weather~~pro ~~conditions;~~forma ~~the~~basis ~~terms~~33.5 percent and ~~interest~~66.5 ~~rates~~percent, onrespectively, ~~debt~~ of ~~IMC~~ ~~Phosphates;~~ the outstanding ~~willingness~~common shares of ~~IMC~~the tonew ~~continue~~company. On toApril ~~loan~~8, ~~funds~~2004, ~~to IMC~~Global ~~Phosphates;~~Nutrition ~~the~~Solutions, ~~impact~~Inc. of(which ~~competitive~~has ~~products;~~been ~~pressure~~renamed onMosaic) ~~prices~~filed ~~realized~~a byRegistration ~~IMC~~Statement ~~Phosphates~~on ~~for~~Form ~~its~~S-4 ~~products;~~with ~~constraints~~the onU.S. ~~supplies~~Securities ofand ~~raw~~Exchange ~~materials~~Commission ~~used~~(SEC) incontaining ~~manufacturing~~a ~~certain~~preliminary ofproxy ~~IMC~~statement/prospectus ~~Phosphates'~~regarding ~~products;~~the ~~capacity constraints~~proposed ~~limiting~~transaction ~~the~~between ~~production~~IMC ofand ~~certain~~Cargill ~~products;~~Crop ~~difficulties~~Nutrition. On orJune ~~delays in the development~~17, ~~production~~2004, ~~testing~~Global Nutrition ~~and~~Solutions ~~marketing~~Inc. offiled ~~products;~~an ~~difficulties~~amendment ~~or delays~~to insuch ~~receiving,~~Registration orStatement. ~~increased costs~~The ofcombination ~~obtaining~~is orsubject ~~satisfying~~to ~~conditions~~regulatory ~~of,~~approval ~~required~~in ~~governmental~~the U.S. and ~~regulatory~~ ~~approvals~~Canada; ~~market~~ ~~acceptance issues, including~~ the approval ~~failure~~ of ~~products~~IMC's tocommon ~~generate anticipated sales levels~~shareholders; the ~~effects~~completion of ~~and~~the ~~change~~Phosphate ~~in trade, monetary,~~Resource ~~environmental~~Partners ~~and~~Limited ~~fiscal~~Partnership ~~policies,~~(PLP) ~~laws~~merger ~~and~~referred ~~regulations~~to below; ~~foreign~~and ~~exchange rates~~satisfaction ~~and~~of ~~fluctuations~~other incustomary ~~those~~closing ~~rates;~~conditions. Necessary ~~the~~antitrust ~~costs~~or ~~and~~competition processes ~~effects~~required ofin ~~legal~~several ~~proceedings~~other jurisdictions, including ~~environmental~~China, ~~and~~have ~~administrative~~been fully ~~proceedings~~satisfied. Closing ~~involving~~is ~~IMC~~anticipated ~~Phosphates; success~~ in ~~implementing~~September of 2004. IMC ~~Phosphates'~~will ~~various initiatives; the uncertain~~not ~~effects~~distribute ~~upon~~ the ~~global~~definitive ~~and~~proxy ~~domestic~~statement/prospectus ~~economies~~regarding ~~and financial markets of~~ the proposed ~~terrorist~~transaction ~~attacks~~to inits ~~New~~common ~~York~~stockholders ~~City~~until ~~and~~the ~~Washington,~~SEC ~~D.C.~~has oncompleted ~~September~~its ~~11, 2001~~review ~~and~~of ~~their~~such ~~aftermaths;~~Registration Statement and ~~other~~such ~~risk~~Registration ~~factors~~Statement ~~reported~~has ~~from time to time in IMC~~been ~~Phosphates'~~declared ~~Securities~~effective ~~and~~by ~~Exchange~~the ~~Commission reports~~SEC.

~~Nine~~On ~~months~~March ~~ended~~19, ~~September~~2004, 30IMC and PLP announced the signing of a definitive agreement to merge PLP into a subsidiary of IMC. Pursuant to the merger, ~~2003~~each vspublicly traded PLP unit would be converted into the right to receive 0.2 ~~nine~~shares ~~months~~of ~~ended~~IMC ~~September~~common 30stock. Alpine Capital and The Anne T. and Robert M. Bass Foundation (collectively, ~~2002~~the largest public holders of PLP units) have agreed to support such 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 of PLP, and other conditions which are customary for transactions of this nature involving publicly traded companies. On July 15, 2004, the waiting period for the PLP 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.

IMC Phosphates' net sales for the nine months of 2003 decreased two percent to $930.3 million compared to $945.7 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.-6-

~~Gross~~For ~~margins~~further ~~decreased~~information toregarding ~~a negative $31.7 million for~~ the ~~first~~transactions ~~nine~~referred ~~months of 2003 compared~~ to ain ~~positive $64.8 million for~~ the ~~first nine months of last year. Margins were unfavorable as a result of higher raw material costs, specifically sulphur and~~ ~~ammonia,~~prior oftwo ~~$98.3 million~~paragraphs, ~~higher~~reference ~~phosphate~~is ~~operating~~made ~~costs~~to ofNote ~~$35.2~~13 ~~million and higher idle plant costs~~ of ~~$17.4~~Notes ~~million,~~to ~~partially offset by higher phosphate sales prices of $60.6 million. The higher idle plant costs resulted from the three month idling of a~~Consolidated ~~Florida~~Financial ~~rock~~Statements ~~mine~~in ~~and~~IMC ~~the~~Phosphates' ~~total~~Annual ~~shutdown~~Report ofon ~~the~~Form ~~Louisiana~~10-K ~~production~~ for the fiscal ~~months~~year ofended ~~June~~December ~~and July to reduce inventory levels and cash outflow. Prior to June and subsequent to July~~31, ~~approximately 30 percent of IMC's Louisiana concentrated phosphate output had been idled to balance supply and current market demand~~2003. ~~This is a situation that is expected to be maintained until market conditions show sufficient and sustained improvement.~~

~~For~~Item a2. ~~discussion~~Management's ofDiscussion ~~restructuring charges, see~~and Analysis ~~Note 1~~ of ~~Notes~~Financial toCondition ~~Condensed~~and ~~Consolidated~~Results ~~Financial~~of ~~Statements~~Operations.[1]

~~Interest~~Results ~~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.~~ Operations

~~Other~~Three ~~(income) expense, net changed $6.8 million from $1.5 million of expense in the nine~~ months ofended ~~2002~~June ~~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~~30, ~~a $1.7 million favorable~~2004 ~~variance from income received from IMC Phosphates' investment in Gulf Sulphur Services Ltd~~vs., ~~LLLP~~three ~~(Gulf~~months ~~Services)~~ended ~~and~~June ~~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~~30, ~~the underlying contracts did not qualify as hedges because the facilities designated to take delivery of the natural gas were idled.~~2003

OnIMC ~~January~~Phosphates' Net 1,sales ~~2003~~for ~~IMC~~the ~~Phosphates~~second ~~adopted~~quarter ~~SFAS~~of No2004 increased 38 percent to $409.5 ~~143~~million compared to $297. ~~Under~~8 million for the ~~new~~same ~~rules,~~period ~~legal~~last ~~obligations~~year ~~associated~~largely ~~with~~as ~~the~~a ~~retirement~~result of higher ~~long-lived~~concentrated ~~assets~~phosphate ~~are~~sales ~~required~~volumes toand beprices ~~recognized~~of at$63.0 ~~their~~million ~~fair~~and $40.8 ~~value~~million, atrespectively. The ~~the~~increase ~~time~~in ~~that~~concentrated ~~the~~phosphate ~~obligations~~sales volumes ~~are~~was primarily a result of higher international sales of diammonium ~~incurred. In~~phosphate ~~the~~(DAP) ~~first~~of ~~quarter~~$48.5 million, ~~IMC~~granular ~~Phosphates~~monoammonium ~~recorded~~phosphate a(GMAP) ~~charge~~of $8.6 million and granular triple superphosphate (GTSP) of $324.74 million. International ~~representing~~DAP ~~the~~volumes ~~difference~~were ~~between~~higher ~~IMC~~mainly ~~Phosphates~~as ~~recording~~a ~~its~~result ~~obligations~~of ~~pursuant~~increased volumes to ~~the~~China, ~~new~~Turkey, ~~requirements~~Pakistan, Mexico, Peru, New Zealand, Chile, Venezuela and Thailand, ~~amounts~~partially ~~previously~~offset ~~recorded~~by ~~(see~~decreased sales to Japan. International GMAP volumes ~~Note~~were 2higher primarily as a result of ~~Notes~~increased sales to ~~Condensed~~Brazil and ~~Consolidated~~Chile, ~~Financial~~partially ~~Statements)~~offset by decreased sales to Japan. International GTSP volumes increased primarily as a result of higher volumes to Brazil, Chile and Japan, partially offset by decreased sales to Bangladesh. Average DAP prices increased 15 percent to $182 per short ton in the second quarter of 2004 from $158 per short ton in the second quarter of 2003.

~~Capital~~Gross ~~Resources~~margins improved to $19.6 million for the second quarter of 2004 compared to a negative $14.4 million for the second quarter of last year. Margins were favorable as a result of higher concentrated sales prices of $40.8 million and ~~Liquidity~~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 entire second quarter of 2004. Phosphate operating costs were unfavorable primarily as a result of increased electricity, maintenance, payroll, permitting and legal costs, partially offset by higher production volumes.

~~Historically,~~[1] ~~IMC~~All ~~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~~statements, ~~$65.0~~other ~~million~~than ~~and~~statements ~~$4.8~~of ~~million. The $400.0 million and $65.0~~historical ~~million demand notes have variable rates~~fact, ~~based~~appearing onunder ~~LIBOR~~Part ~~plus the applicable margin as defined in the senior secured facilities entered into by IMC on May 17~~I, ~~2001~~Item ~~(Credit Facility)~~2, ~~which~~"Management's ~~was~~Discussion ~~5.125~~and Analysis ~~percent as~~ of ~~September~~Financial ~~30,~~Condition ~~2003. The~~and ~~$4.8~~Results ~~million note bears interest at a rate~~ of ~~6.5 percent~~Operations," ~~with~~constitute "forward-looking ~~payments~~statements" ofwithin ~~principal due in quarterly installments through 2003. In order to meet~~ the ~~ongoing~~meaning ~~liquidity needs~~ of ~~IMC Phosphates, on September 1, 2003~~ the ~~$400.0 million promissory note was amended to increase the maximum~~Private ~~amount~~Securities ~~available~~Litigation ~~from~~Reform ~~$300.0~~Act ~~million~~of ~~to $400~~1995.~~0 million.~~ ~~All~~In ~~other~~particular, ~~terms~~forward-looking ~~remained~~statements may ~~unchanged. IMC~~include ~~Phosphates~~words ~~had~~such ~~borrowed~~as ~~$311.5 million~~"expect," ~~$65.0 million and $4.8 million~~"anticipate," believe," ~~respectively~~"may," ~~as of September 30~~"should," ~~2003~~"could" or "estimate." ~~IMC~~These ~~has~~statements ~~advised~~involve ~~IMC~~certain ~~Phosphates~~risks ~~that~~and ituncertainties ~~does~~that ~~not~~may ~~intend~~cause toactual ~~demand~~results ~~payment on the Promissory Notes prior~~ to ~~October~~differ 1,materially ~~2004;~~from ~~however,~~expectations ~~IMC~~as ~~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~~date ~~Promissory~~of ~~Notes~~this ~~evidencing the obligations to IMC have been classified as long-term~~filing.

~~IMC's~~Factors ~~ability~~that could cause actual results to ~~make~~differ ~~payments~~materially onfrom ~~and~~those expressed toor ~~refinance~~implied ~~its~~by ~~indebtedness~~the ~~and~~forward-looking statements include, but are not limited to, ~~fund~~the ~~planned~~following: ~~capital~~general ~~expenditures~~business and ~~expansion~~economic ~~efforts~~conditions and governmental policies affecting the agricultural industry in localities where IMC Phosphates or its customers operate; weather conditions; the ~~future,~~terms ifand interest ~~any,~~rates ~~will~~on ~~depend~~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's ~~ability~~products; capacity toconstraints ~~generate~~limiting ~~cash~~the production of certain products; difficulties or delays in the ~~future. This~~development, toproduction, atesting ~~certain~~and ~~extent~~marketing of products; difficulties or delays in receiving required governmental and regulatory approvals; market acceptance issues, isincluding ~~subject~~the failure of products to ~~general~~generate ~~economic~~anticipated sales levels; the effects of and change in trade, monetary, ~~financial~~environmental and fiscal policies, ~~competitive~~laws and ~~other~~regulations; ~~factors~~foreign exchange ~~that~~rates ~~are~~and ~~beyond~~fluctuations in those rates; the costs and effects of legal proceedings, including environmental and administrative proceedings involving IMC's ~~control.~~ Phosphates; success in implementing IMC ~~believes~~Phosphates' ~~that~~various ~~its~~initiatives; the ~~cash,~~uncertain ~~other~~effects ~~liquid~~upon ~~assets~~the global and ~~operating~~domestic ~~cash~~economies ~~flow~~and financial markets of the terrorist attacks in New York City and Washington, ~~together~~D.C. ~~with~~on September ~~available~~11, ~~borrowings~~2001 and ~~potential~~their ~~access~~aftermaths; and other risk factors reported from time to ~~credit~~time in IMC Phosphates' Securities and ~~capital~~Exchange ~~markets,~~Commission ~~will~~reports. IMC behas entered into a business combination agreement with Cargill. If the ~~sufficient~~transactions tocontemplated ~~meet~~thereby are consummated, IMC's ~~operating~~business ~~expenses~~would ~~and~~be operated ~~capital~~by ~~expenditures~~a ~~and~~newly-formed topublic ~~service~~company ~~its~~going ~~debt~~forward. The ~~requirements~~Board of Directors and ~~other~~management ~~contractual~~of ~~obligations~~the new public company will not be the same as exists on the date hereof for IMC, and they ~~become~~may ~~due~~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.

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 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 cross7-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.

~~There~~Other ~~can~~(income) expense, benet nofor ~~assurance~~the ~~that~~second ~~IMC~~quarter ~~will~~of be2004 ~~able~~changed to$2.2 ~~obtain~~million ~~any~~to ~~necessary~~$1.2 million ~~waivers~~of orexpense ~~amendments~~ from ~~the requisite lenders~~$1. ~~Any~~0 ~~failure~~million ~~to comply with the restrictions~~ of ~~the~~income ~~credit facilities or any agreement governing its indebtedness may result~~ in anthe ~~event of~~prior ~~default~~year ~~under those agreements~~period. ~~Such~~The variance ~~default~~was ~~may~~primarily ~~allow~~ the ~~creditors~~result toof ~~accelerate~~recording ~~the~~a ~~related~~$1.2 ~~debt,~~million ~~which~~reserve ~~may~~for ~~trigger~~a note ~~cross-acceleration~~receivable orfrom ~~cross~~non-~~default~~operating ~~provisions~~activities inrelated ~~other debt. In addition, lenders may be able~~ to ~~terminate~~the ~~any~~development ~~commitments they had~~of ~~made~~water totreatment ~~supply IMC with further funds (including periodic rollovers of existing borrowings)~~technologies. ~~IMC has been in compliance with all of its debt and other covenants during all periods presented. No waivers have been necessary.~~

~~IMC~~Six ~~Phosphates~~months ~~has~~ended ~~historically~~June ~~relied on borrowings from IMC as a principal source of liquidity. Pursuant to the Credit Facility~~30, ~~IMC and certain of its domestic subsidiaries, including IMC Phosphates, may borrow up to approximately $470.0 million.~~ 2004 ~~The Credit Facility consisted of a revolving credit facility (Revolving Credit Facility) of up to $210~~vs.0 ~~million~~six ~~available~~months ~~for~~ended ~~revolving~~June ~~credit~~30, ~~loans and letters of credit as well as a term loan facility (Term Loan Facility) of approximately $260.0 million.~~ 2003

~~The~~IMC ~~Credit~~Phosphates' Net ~~Facility~~sales ~~requires~~for ~~IMC~~the first half of 2004 increased 19 percent to ~~meet~~$756.9 ~~certain~~million compared ~~financial~~to ~~tests~~$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, ~~including~~respectively, ~~but~~partially ~~not~~offset ~~limited~~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 ~~maximum~~result ~~total~~of ~~leverage~~higher ~~ratio~~international sales of DAP of $34.5 million, aGMAP ~~maximum~~of ~~secured~~$15.6 million ~~leverage~~and ~~ratio~~GTSP of $4.3 million. International DAP volumes were higher because of increased volumes to China, aTurkey, ~~minimum~~Pakistan, ~~interest~~Mexico, ~~coverage~~Peru, ~~ratio~~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 ~~maximum~~result ~~ratio~~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 ~~sum~~result of ~~certain~~lower ~~secured~~sales ~~obligations~~of asDAP of $15.2 million, GMAP of $6.9 million and GTSP of $4.5 million. The decrease ~~any~~in ~~date~~domestic toDAP and GMAP volumes was primarily the ~~collateral~~result ~~coverage~~of ~~amount~~the ~~(as~~timing ~~defined~~of sales in the ~~Credit~~fourth ~~Facility).~~quarter Inof ~~addition~~the prior year, increased competition, the ~~Credit~~loss of ~~Facility~~a ~~contains~~warehouse ~~certain~~contract ~~covenants,~~and ~~including~~not ~~limitations~~participating onin a leased rail car program in the ~~payment~~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 ~~dividends,~~first ~~and~~half ~~events~~as well as product committed to the international market. Lower feed ingredient sales resulted from reduced volumes that occurred because of the ~~default~~timing of sales in the fourth quarter of the prior year that negatively impacted the current period and increased competitive pricing pressure.

AsGross margins improved to $38.0 million for the first six months of ~~September~~2004 ~~30,~~compared ~~2003,~~to ~~IMC~~a negative ~~had~~$29.6 nomillion ~~outstanding~~for ~~borrowings~~the ~~under~~first six months of last year. Margins increased as a result of the ~~Revolving~~higher ~~Credit~~concentrated ~~Facility~~phosphate sales prices, ~~outstanding~~previously discussed, ~~letters~~and offavorable ~~credit~~idle ~~totaling~~plant costs of $8212.54 million, partially offset by higher raw material costs of $220.6 million and higher phosphate operating costs of ~~which~~$19.7 domillion. The ~~not~~favorable ~~reduce~~idle ~~availability~~plant ~~under~~costs ~~the~~resulted ~~Revolving~~from ~~Credit~~a ~~Facility~~rock mine being shutdown during February, March and ~~$259~~April of 2003 and the Louisiana concentrate plants being shutdown in June of 2003.0 These ~~million~~facilities were ~~outstanding~~operating ~~under~~for the ~~Term~~entire ~~Loan~~first ~~Facility~~half of 2004. ~~The~~Higher ~~net~~raw ~~available~~material ~~additional~~costs ~~borrowings~~were primarily ~~under~~ the ~~Revolving~~result ~~Credit~~of ~~Facility~~higher ascosts for ammonia of ~~September~~$13.4 30million, ~~2003,~~sulphur ~~were~~of $3.9 ~~approximately~~million and natural gas of $~~130~~3.12 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.

~~Most~~Other ~~of IMC's sales of potash into and from the United States are made through a subsidiary, IMC USA Inc. LLC~~ (~~IMC USA~~income)~~. On May 7~~ expense, ~~2003,~~net ~~IMC~~for ~~USA~~the ~~entered~~first ~~into~~half aof ~~five~~2004 ~~year~~changed $553.03 million ~~revolving credit facility (Potash Facility) where it may borrow up~~ to ~~a maximum of~~ $520.59 million ~~subject~~of expense tofrom ~~a borrowing base calculation based on eligible inventory and accounts receivable~~$2.4 ~~Borrowings~~million ~~under the facility bear an interest rate~~ of ~~LIBOR~~income ~~plus~~in athe ~~spread~~prior ~~(initially~~year ~~275 basis points), and are secured by IMC USA's accounts receivable and inventory~~period. The ~~Potash~~variance ~~Facility~~was primarily isthe ~~available~~result ~~for~~of the ~~general~~absence ~~corporate purposes~~ of ~~IMC USA~~$2.4 ~~Borrowings~~million ~~under~~of ~~the~~income ~~Potash~~recorded ~~Facility~~in ~~are~~the prior ~~guaranteed~~year onfor anrealized ~~unsecured~~gains ~~basis~~from byineffective ~~IMC~~natural ~~USA~~gas ~~Holdings~~hedges ~~Inc.,~~related ~~a subsidiary of IMC and the parent of IMC USA. Neither~~to ~~IMC,~~facilities ~~nor~~that ~~any~~were ~~other~~not ~~subsidiary~~operational isfor a ~~guarantor~~portion ~~for the borrowings under the Potash Facility. As~~ of ~~September 30,~~ 2003, ~~the~~see ~~Potash~~discussion below, ~~Facility~~and ~~had~~recording a ~~borrowing base that could support borrowings up to~~ $311.92 million, ofreserve ~~which~~in ~~IMC~~2004 ~~USA~~for ~~had~~a ~~borrowed~~note ~~$17.3~~receivable ~~million. The net~~from ~~available~~non-operating ~~borrowings~~activities ~~under~~related to the ~~Potash~~development ~~Facility as~~ of ~~September~~water ~~30, 2003 were $14~~treatment technologies.~~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 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. -8-

OnCertain ~~August~~natural gas 1,forward ~~2003~~purchase ~~IMC~~contracts ~~issued~~were ~~$400.0~~entered ~~million~~into ~~principal~~at ~~amount~~various ofdates ~~new~~beginning January ~~10.875~~9, ~~percent~~2002 ~~Notes~~through ~~due~~March ~~2013 with net proceeds before fees and expenses of $391.1 million (August Note Offering). The proceeds of the August Note Offering~~14, ~~together with $59.4 million of proceeds from the Preferred Shares~~2003, ~~were~~relating ~~used~~ to: ~~(i)~~the ~~repurchase~~periods ~~$140.4 million~~ of ~~the~~March ~~6.55 percent notes due 2005~~ and June ~~$273~~2003.1 As ~~million~~a result of ~~the~~a ~~7.625~~decision ~~percent notes due 2005 pursuant~~ to ~~tender~~idle ~~offers~~operations ~~(Tender~~in ~~Offers) completed on August 1~~Louisiana, ~~2003; (ii) pay $23.3 million of tender~~ ~~premiums~~forecasted ~~related~~natural togas ~~the~~purchase ~~Tender~~requirements ~~Offers;~~for ~~(iii)~~March ~~pay~~and ~~$5.6~~June ~~million~~2003, ~~of accrued interest related~~ to which the ~~repurchased~~natural ~~bonds;~~gas ~~and~~forward ~~(iv)~~purchase ~~pay~~contracts specifically related, ~~fees~~were ~~and~~no ~~expenses~~longer probable. ~~The~~As ~~10.875~~a ~~percent~~result, ~~notes~~these ~~due~~contracts ~~2013~~no ~~contain~~longer ~~covenants~~qualified ~~similar~~as tocash ~~and~~flow ~~rank pari pasu with the Company's~~hedges ~~10.875~~under ~~percent~~SFAS ~~notes due 2008 and the 11~~No.25 ~~percent~~133, ~~notes~~Derivative ~~due~~Instruments ~~2011 (collectively the Notes)~~ and ~~are~~Hedging ~~guaranteed~~Activities, byas amended. Since the ~~same~~contracts ~~subsidiaries~~no oflonger ~~IMC,~~qualified ~~including~~for ~~IMC~~hedge ~~Phosphates~~accounting, ~~that guarantee~~ the ~~10.875 percent notes due 2008 and 11.25 percent notes due 2011. The~~ ~~guarantees~~Company bywas ~~IMC~~required ~~Phosphates~~to ~~are~~transfer ~~limited by~~ the ~~amount~~accumulated ofgain ~~intercompany~~that ~~debt~~existed ~~owed~~on bythe contracts ~~IMC~~at ~~Phosphates~~that ~~and~~point ~~Phosphate~~from ~~Resource~~Accumulated ~~Partners Limited Partnership to IMC and its~~ other ~~subsidiaries.~~comprehensive ~~The~~income ~~Notes~~(loss) ~~contain certain covenants that limit matters including the making of~~to ~~restricted payments, as defined. Under~~ the ~~most~~Consolidated ~~restrictive~~Statement of ~~the~~Operations ~~covenants~~along ~~limiting~~with ~~restricted payments, as of September 30, 2003,~~ the ~~Company~~subsequent ~~had~~gains ~~$24.8~~or losses ~~million~~from ~~available~~settlement ~~for~~of the ~~payment of cash dividends with respect to its common and preferred stock~~contracts.

~~IMC~~Capital ~~Phosphates~~Resources ~~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.Liquidity

~~New~~Historically, IMC ~~financial~~Phosphates ~~responsibility~~has ~~rules~~satisfied ~~for~~its ~~closure~~borrowing ~~and~~needs ~~long-term~~through ~~care~~IMC. IMC ofPhosphates has ~~phosphogypsum~~two ~~stacks~~promissory innotes ~~the~~(Promissory ~~State~~Notes) ofpayable ~~Florida~~to ~~are~~IMC ~~expected~~for toborrowings beup ~~implemented~~to $400.0 ~~beginning~~million inand ~~2004~~$65.0 million. InThe ~~addition~~demand tonotes ~~more~~have ~~stringent~~variable ~~financial~~rates, ~~tests~~based on ~~than~~LIBOR plus the ~~current~~applicable ~~rules,~~margin ~~the~~as ~~new~~defined ~~rules~~in ~~call~~the ~~for~~senior secured facilities ~~the~~entered ~~phasing~~into ~~out~~by ofIMC ~~the~~on ~~financial~~May ~~test~~17, ~~mechanism~~2001 in(Credit ~~lieu~~Facility), which was 5.125 percent as of ~~liquid~~June ~~financial~~30, ~~assurance~~2004. IMC ~~mechanisms~~Phosphates ~~(such~~had asborrowed ~~surety~~$298.4 ~~bonds~~million and $65.0 million, ~~letters~~respectively, as of ~~credit~~June 30, ~~closure~~2004. IMC ~~insurance~~has oradvised ~~escrow~~IMC ~~accounts)~~Phosphates that ~~over~~it does not intend to demand payment on the ~~next~~Promissory 20Notes ~~years. In~~prior ~~addition~~to July 1, ~~the~~2005; ~~cost~~however, ofIMC ~~treating~~has ~~phosphogypsum~~entered ~~waste~~into ~~water~~discussions with IMC Phosphates ~~must~~contemplating bea ~~phased~~revision ~~in as~~to ~~part~~the terms of the ~~closure~~ ~~costs~~loans ~~over~~from IMC to IMC Phosphates, including the ~~next~~interest 20rate, ~~years~~if warranted. ~~All~~The ~~such~~Promissory ~~costs~~Notes ~~are~~evidencing ~~currently~~the obligations ~~recognized~~to asIMC ~~liabilities~~have inbeen ~~accordance~~classified ~~with SFAS~~as Nolong-term.~~143.~~

~~Net~~IMC's ~~cash~~ability ~~used~~to make inpayments ~~operating~~on ~~activities~~and ~~totaled~~to ~~$41.7~~refinance ~~million~~its ~~for~~indebtedness ~~the~~and ~~first~~to ~~nine~~fund ~~months~~planned ofcapital expenditures ~~2003~~and ~~versus~~expansion ~~net~~efforts ~~cash~~in ~~provided~~the byfuture, ~~operating~~if ~~activities~~any, ofwill ~~$77.1~~depend ~~million~~on ~~for~~IMC's ability ~~the~~to ~~same~~generate ~~period~~cash in ~~2002~~the future. ~~The~~This, ~~fluctuation~~to ofa ~~$118~~certain extent, is subject to general economic, financial, competitive and other factors that are beyond IMC's control.8 IMC ~~million~~believes ~~primarily~~that ~~resulted~~its ~~from~~cash, aother ~~reduction~~liquid assets and operating incash flow, together with available borrowings and potential access to credit and capital markets, will be sufficient to meet IMC's operating ~~earnings~~expenses and capital expenditures and to service its debt requirements and other contractual obligations as they become due.

~~Net~~IMC's ~~cash~~credit facilities ~~used~~require init ~~investing~~to ~~activities~~maintain ~~for~~certain ~~the~~financial ~~first~~ratios, ~~nine~~including ~~months~~a leverage ofratio ~~2003~~test ofand ~~$55.7~~an ~~million~~interest ~~decreased~~coverage ~~$27~~test.2 In ~~million~~addition, ~~from~~the ~~$82.9~~credit facilities ~~million~~contain ~~for~~certain ~~the~~covenants ~~first~~and ~~nine~~events ~~months~~of default. Most of ~~2002~~IMC's various material debt instruments have cross-default provisions. ~~This~~In ~~decrease~~general, pursuant ~~was~~to these provisions, the ~~result~~instruments ofgoverning ~~reduced~~such ~~capital~~debt ~~expenditures~~arrangements each ~~during~~provide ~~2003~~that ~~and~~a ~~the~~failure ~~absence~~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, $1020.0 million. IMC's ~~investment~~access to funds is dependent upon its product prices, input costs and market conditions. During periods in ~~Gulf~~which ~~Services~~product ~~made~~prices byor 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 ~~Phosphates~~would inbe ~~2002~~able to comply with applicable financial covenants or meet its liquidity needs. IMC ~~Phosphates~~cannot ~~estimates~~assure that its business will generate sufficient cash flow from operations in the future; that its ~~capital~~currently ~~expenditures~~anticipated ~~for~~growth ~~2003~~in net sales and cash flow will be ~~approximate~~realized; ~~$75.0~~or ~~million~~that ~~and~~future borrowings will be ~~financed~~available ~~primarily~~when ~~from~~needed ~~borrowings~~or in an amount sufficient to enable IMC to repay indebtedness or to fund other liquidity needs.

~~Net cash provided by financing activities for the nine~~-~~month period ending September 30, 2003 was $98.7 million compared to $7.7 million for the same period in 2002. This increase resulted from increased working capital borrowings from IMC.~~9-

~~Item~~There 3can be no assurance that IMC will be able to obtain any necessary waivers or amendments from the requisite lenders. ~~Quantitative~~ 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 (including periodic rollovers of existing borrowings). IMC has been in compliance with all of its debt and ~~Qualitative~~other ~~Disclosures~~covenants ~~About~~during ~~Market~~all ~~Risk~~periods presented. No waivers have been necessary.

IMC Phosphates has ishistorically ~~exposed~~relied ~~to the impact of interest rate changes~~ on borrowings ~~and~~from ~~the~~IMC ~~impact of fluctuations in the purchase price of natural gas, ammonia and sulphur consumed in operations,~~ as ~~well~~a asprincipal ~~changes~~source ~~in the market value~~ of ~~its financial~~ ~~instruments~~liquidity. ~~IMC~~Pursuant ~~Phosphates periodically enters into natural gas forward purchase contracts~~ to ~~reduce~~ the ~~risk~~Credit ~~related to significant price changes in natural gas~~Facility, ~~but not for trading purposes.~~ IMC ~~Phosphates~~and ~~conducted sensitivity analysis of~~ certain ~~financial~~ ~~instruments assuming a one percentage point adverse change in interest rates on outstanding borrowings as~~ of ~~September~~its 30domestic subsidiaries, ~~2003. Holding~~including ~~all~~IMC ~~other variables constant~~Phosphates, ~~the~~may ~~hypothetical~~borrow ~~adverse~~up ~~changes~~to ~~would~~approximately ~~increase IMC Phosphates' interest expense by~~ $3460.8 7 million ~~for the next twelve months~~. ~~IMC~~The ~~Phosphates~~Credit ~~has~~Facility ~~increased~~consisted ~~the amount~~ of ~~its~~a ~~natural~~revolving ~~gas~~credit ~~forward~~facility (Revolving ~~purchase~~Credit ~~contracts~~Facility) ~~since~~of ~~December~~up ~~31, 2002~~ to ~~a notional amount of 9~~$210.90 million ~~mmbtu~~available asfor ~~of September 30, 2003. The contracts extend through October~~revolving ~~31,~~credit ~~2004~~loans and ~~have~~letters anof ~~average~~credit ~~price~~as ofwell ~~$5.28~~as ~~per~~a ~~mmbtu. As~~term ofloan ~~September~~facility ~~30,~~(Term ~~2003,~~Loan Facility) ~~none~~ of ~~IMC~~approximately ~~Phosphates'~~$250.7 ~~exposure to the other risk factors discussed above had materially changed from December 31, 2002~~million.

~~Item~~The 4Credit 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). ~~Controls~~ In addition, the Credit Facility contains certain covenants, including limitations on the payment of dividends, and events ~~Procedures~~of default.

~~IMC~~In ~~Phosphates~~March ~~maintains~~2004, IMC ~~disclosure~~announced ~~controls~~that ~~and~~it ~~procedures~~had ~~and~~obtained ~~internal~~amendments ~~controls designed~~ to ~~ensure that information required to be disclosed in IMC Phosphates' filings under~~ the ~~Securities~~credit ~~Exchange~~agreement ~~Act of 1934 is recorded, processed, summarized and reported~~governing ~~within~~its ~~the~~Credit ~~time~~Facility ~~periods~~(Credit ~~specified in the Securities and Exchange Commission's rules and forms~~Agreement). ~~IMC~~The ~~Phosphates'~~descriptions ~~management, with the participation~~ of ~~its principal executive and financial officers, has evaluated~~ the ~~effectiveness~~terms 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~~Credit ~~the~~Agreement ~~purpose~~below ~~for~~reflect ~~which~~those ~~they were designed as of the end of such period~~amendments.

~~There~~The ~~was~~interest expense nocoverage ~~change~~ratio inis the ~~IMC~~ratio ~~Phosphates'~~of ~~internal~~consolidated ~~control~~Credit ~~over~~Agreement ~~financial~~adjusted EBITDA ~~reporting~~to ~~that~~consolidated ~~was~~interest ~~identified~~expense (as defined in ~~connection~~the ~~with~~Credit Agreement governing IMC's credit facilities), and such ~~evaluation~~ratio ~~that~~is ~~occurred~~required ~~during~~to equal or exceed the ~~period~~following ~~covered~~ratios byfor ~~this~~the ~~Quarterly~~four ~~Report~~consecutive fiscal quarters ended on any ~~Form~~date ~~10-Q~~during ~~that~~any ~~has~~period ~~materially~~set ~~affected,~~forth orbelow: is(i) ~~reasonably~~1.70 to 1.00 for the period of ~~likely~~January 1, 2004 to ~~materially~~and ~~affect~~including December 31, ~~IMC~~2004; ~~Phosphates~~and (ii) 2.50 to 1.00 after December 31, 2004. For the four fiscal quarters ended June 30, 2004, IMC's interest ~~internal~~expense ~~control~~coverage ~~over~~ratio ~~financial~~was ~~reporting~~2.26 to 1.00.

~~Part~~The IItotal 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. ~~OTHER~~50 ~~INFORMATION~~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.

~~Item~~The ~~6. Exhibits~~secured leverage ratio is the ratio of 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 ~~Reports~~as onof ~~Form~~the ~~8-K~~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.

	(a)	Exhibits.
		Reference is made to the Exhibit Index on page E-1 hereof.
	(b)	Reports on Form 8-K.
		None.

-10-

*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.

~~SIGNATURES~~As part 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. In 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.

~~Pursuant~~As toof ~~the~~June ~~requirements~~30, 2004, ofIMC had no outstanding borrowings under the ~~Securities~~Revolving ~~Exchange~~Credit ~~Act~~Facility, outstanding letters of ~~1934~~credit totaling $82.2 million, $1.5 million of which do not reduce availability under the ~~Registrant~~Revolving ~~has~~Credit ~~duly~~Facility, ~~caused~~and ~~this~~$250.7 ~~report~~million outstanding tounder bethe ~~signed~~Term onLoan ~~its~~Facility. The ~~behalf~~net byavailable additional borrowings under the ~~undersigned~~Revolving ~~thereunto~~Credit ~~duly~~Facility ~~authorized~~as of June 30, 2004, were approximately $129.3 million.

Most of IMC's sales ~~PHOSPHATES~~of ~~COMPANY~~potash ~~By:~~into ~~IMC~~and ~~Phosphates~~from MPthe United States are made through a subsidiary, IMC USA Inc. ~~Its~~LLC ~~Managing~~(IMC ~~General~~USA). On ~~Partner~~May J7, 2003, IMC USA entered into a five year $55.0 ~~Reid~~million ~~Porter~~revolving Jcredit facility (Potash Facility) where it may borrow up to a maximum of $52.5 ~~Reid~~million ~~Porter~~subject ~~Vice~~to ~~President~~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 ~~Phosphates~~USA's MPaccounts ~~Inc~~receivable and inventory. The Potash ~~(on~~Facility ~~behalf~~is available for the general corporate purposes of IMC USA. Borrowings under the ~~registrant~~Potash Facility are guaranteed on an unsecured basis by IMC USA Holdings Inc., a subsidiary of IMC and asthe ~~principal~~parent ~~financial~~of ~~officer)~~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.

~~Date:~~IMC ~~November~~and 13Cargill announced on January 27, ~~2003~~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.

~~Exhibit No. Description Incorporated Herein by Reference to Filed with Electronic Submission~~-11-

4The indentures relating to IMC's outstanding 10.ii875 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.

~~Indenture~~On August 1, ~~dated~~2003 asIMC 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, ~~2003~~million. The ~~between~~August Note Offering contains covenants similar to and rank pari pasu with the other IMC ~~Global~~Senior ~~Inc~~Notes. The IMC Senior Notes contain certain covenants that limit matters including the making of restricted payments, as defined. Under the ~~Guarantors~~most ~~named~~restrictive of the covenants limiting restricted ~~therein~~payments, ~~and~~as ~~BNY~~of ~~Midwest~~June ~~Trust~~30, ~~Company~~2004, ~~relating~~IMC had $17.0 million available for the payment of cash dividends with respect to its common and preferred stock. In addition, the ~~issuance~~agreement with Cargill limits dividends on IMC's common and preferred stock to regular quarterly cash dividends of 10$0.~~875 percent~~02 ~~Senior~~per ~~Notes~~share ~~due~~and ~~2013~~$0.9375 per share, respectively.

~~Exhibit~~IMC Phosphates incurs liabilities for reclamation ~~4.ii.~~activities and phosphogypsum stack (aGypstacks) closure, primarily in its Florida phosphate operations, where to ~~the~~obtain ~~Quarterly~~necessary ~~Report~~permits, onit ~~Form~~must ~~10-Q~~either pass a test of financial strength or provide credit support, typically surety bonds or financial guarantees. As of June 30, 2004, IMC ~~Global~~Phosphates ~~Inc~~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. ~~Quarterly~~In ~~Period~~connection ~~Ended~~with ~~September~~the 30outstanding surety bonds, 2003*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.

4The State of Florida has begun formulating new financial assurance rules for closure and long-term care of Gypstacks.ii 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.~~(b)~~ Until definitive regulations or interpretations have been finalized, IMC Phosphates is unable to determine the nature of the new

~~Supplemental Indenture dated as of October 21, 2003 between PRP~~-GP LLC and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875 percent Senior Notes due 2008 and 11.250 percent Senior Notes due 201112-

~~Exhibit 4.ii.(b)~~financial assurance obligations or to predict with certainty the ~~Quarterly~~financial ~~Report~~impact onof ~~Form~~these ~~10-Q~~requirements ofon IMC ~~Global~~Phosphates; however, ~~Inc~~these impacts could be significant. IMC ~~for~~Phosphates ~~the~~currently ~~Quarterly~~recognizes ~~Period~~both ~~Ended~~Gypstack ~~September~~closure ~~30,~~costs 2003*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.ii7 million for the same period in 2003.~~(c)~~ 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.

~~Supplemental~~Net cash used in ~~Indenture~~investing ~~dated~~activities asfor ofthe ~~October~~first ~~21,~~six ~~2003~~months ~~between~~of ~~PRP-GP~~2004 ~~LLC~~of ~~and~~$34.9 ~~BNY~~million ~~Midwest~~decreased ~~Trust~~$0.2 ~~Company~~million tofrom ~~the~~$35.1 ~~Indenture~~million ~~dated~~for asthe offirst ~~August~~six 1,months of 2003. ~~between~~ IMC ~~Global~~Phosphates ~~Inc.,~~estimates ~~the~~that ~~Guarantors~~its ~~named~~capital ~~therein~~expenditures ~~and~~for ~~BNY~~2004 ~~Midwest~~will ~~Trust~~approximate ~~Company~~$65.0 ~~relating~~million toand ~~the~~will ~~issuance~~be offinanced ~~10.875~~primarily ~~percent~~from ~~Senior Notes~~operations ~~due~~and ~~2013~~borrowings.

~~Exhibit~~Net cash ~~4.ii.(c)~~provided toby financing activities for the ~~Quarterly~~six ~~Report~~month onperiod ~~Form~~ending ~~10-Q~~June of30, ~~IMC~~2004 was ~~Global~~$46.5 ~~Inc~~million compared to $64.1 million for the same period in 2003. This ~~Quarterly~~decrease ~~Period~~primarily ~~Ended~~resulted ~~September~~from ~~30,~~decreased 2003*working capital borrowings from IMC.

10 Item 3.ii Quantitative and Qualitative Disclosures About Market Risk.

~~Promissory~~IMC Phosphates ~~Demand~~is ~~Note~~exposed ~~between~~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 ~~Company~~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 ~~borrower~~of June 30, 2004. Holding ~~and~~all ~~IMC~~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 ~~lender~~variables constant, ~~dated~~the ~~September~~hypothetical 1adverse 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 into ~~the~~a ~~maximum~~notional ~~principal~~amount ~~sum~~of $27.0 million as of June 30, 2004. The contracts extend through October 31, 2005 and have an average price of $~~400~~4.89 per mmbtu. As of June 30,~~000~~ 2004,~~000~~ none of IMC Phosphates' exposure to the other risk factors discussed above had materially changed from December 31, 2003.

XItem 4. Controls and Procedures.

31IMC 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.1 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.

~~Certification Required by Rule 13a~~-~~14(a)~~13-

XThere 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.

31Part II.2 OTHER INFORMATION

~~Certification Required~~Item by6. Exhibits ~~Rule~~and ~~13a~~Reports on Form 8-~~14(a)~~K.

X(a) Exhibits.

~~32.~~Reference is made to the Exhibit Index on page E-1 hereof.

~~Certification Required by Rule 13a-14~~(b) Reports ~~and~~on ~~Section~~Form ~~1350 of Chapter 63 of Title 18 of the United States Code~~8-K.

XNone.

~~32.2~~ -14-

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

XSIGNATURES

Pursuant to the *SECrequirements ~~File~~of ~~No.~~the ~~1-9759~~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

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 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.

E-1

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