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

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~ ofPursuant ~~Report~~to Section 13 or 15(~~date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~April~~of ~~2, 2004~~1934

Date ~~Phosphate~~of ~~Resource~~Report ~~Partners Limited Partnership~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inOctober 1, ~~its charter)~~2004

Delaware (State or other jurisdiction of incorporation)	1-9164 (Commission File Number)	72-1067072 (I.R.S. Employer Identification No.)
	100 South Saunders Road Lake Forest, Illinois 60045 (847) 739-1200

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

(Address and telephone number, including area code, of principal executive offices)

Delaware	1-9164	72-1067072
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 South Saunders Road Suite 300 Lake Forest, Illinois		60045
(Address of principal executive offices)		(Zip Code)

~~**********************************************~~Registrant's telephone number, including area code: (847) 739-1200

~~Item~~Not 5.Applicable (Former ~~Other~~Name ~~Events~~or ~~and~~Former ~~Required~~Address, FDif ~~Disclosure.~~Changed Since Last Report)

On Check the ~~April~~appropriate 2,box ~~2004,~~below aif ~~term~~the ~~sheet was signed to settle two class~~Form 8-~~action~~K ~~lawsuits~~filing ~~filed~~is inintended ~~2001~~to ~~against~~simultaneously ~~Agrico~~satisfy ~~Chemical~~the ~~Company,~~filing aobligation ~~subsidiary~~ of ~~Phosphate~~the ~~Resource~~registrant ~~Partners~~under ~~Limited~~any ~~Partnership~~of ~~(PLP),~~the ~~and unrelated defendants,~~following ~~including~~provisions ~~ConocoPhillips,~~(see ~~regarding~~General aInstruction ~~former~~A.2. ~~Agrico~~below): ~~fertilizer plant in Pensacola, Florida.~~

o: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~The~~ ~~term~~ sheet provides that the defendants collectively will pay a total of $65 million to class members in Pensacola to address concerns regarding impacts to property and an additional $3.5 million to fund a voluntary ~~medical~~Item ~~monitoring program~~8. ~~The defendants also will reimburse plaintiff attorneys' fees and costs, once those have been requested from and approved by a Florida Circuit Court (Circuit Court)~~01. ~~The~~ Other ~~parties have begun drafting definitive agreements reflecting the settlement terms, which must still be approved by the Circuit Court~~Events. ~~As such, the full terms of the settlement are not yet final.~~

~~The~~ On ~~settlement~~October 1, ~~payment is expected to negatively impact PLP's~~ 2004, ~~first~~the ~~quarter~~registrant ~~results~~issued bythe anpress ~~estimated~~release 10attached ~~cents~~hereto ~~per~~as ~~unit~~Exhibit 99.

~~*****************************~~ Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~ (c) Exhibits.

~~Pursuant~~ The Exhibits to ~~the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused~~ this ~~report~~Report toare belisted ~~signed~~in ~~on its behalf by~~ the ~~undersigned,~~Exhibit ~~hereunto~~Index ~~duly authorized~~hereto.

~~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~~2

~~Date: April~~ ~~12, 2004~~ 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 hereunto duly authorized.

		PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
		By:		PRP-GP LLC Its Administrative Managing General Partner
		By:		/s/ J. REID PORTER J. Reid Porter Chairman, President and Chief Executive Officer

Date: October 1, 2004

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
99		Press release issued October 1, 2004

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Item 8.01. Other Events.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

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