POTASH CORPORATION OF SASKATCHEWAN INC, 10-Q, 1996-08-12

POTASH CORPORATION OF SASKATCHEWAN INC
10-Q, 1996-08-12
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
------------------------

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-10351

POTASH CORPORATION OF SASKATCHEWAN INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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<TABLE>
<S> <C>
SASKATCHEWAN, CANADA N/A
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

122 - 1ST AVENUE SOUTH
SASKATOON, SASKATCHEWAN S7K 7G3
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>

306-933-8500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest
practicable date. As at July 31, 1996 45,544,896 Shares.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

These interim consolidated financial statements do not include all
disclosure normally provided in annual financial statements. In management's
opinion, the unaudited financial information includes all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
such information. Interim results are not necessarily indicative of the results
expected for the fiscal year.

POTASH CORPORATION OF SASKATCHEWAN INC.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
--------------------- ---------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales....................................... $352,369 $204,447 $719,240 $340,424
Cost of goods sold.............................. 259,667 118,976 515,738 181,954
-------- -------- -------- --------
Gross Margin.................................... 92,702 85,471 203,502 158,470
-------- -------- -------- --------
Research and development........................ 308 278 565 625
Selling and administrative...................... 14,126 12,313 28,843 21,444
Provincial mining and other taxes............... 8,981 11,595 20,901 23,873
Other income.................................... (5,079) (3,089) (8,295) (4,440)
-------- -------- -------- --------
18,336 21,097 42,014 41,502
-------- -------- -------- --------
Operating Income................................ 74,366 64,374 161,488 116,968
Interest Expense................................ 11,904 12,367 25,746 12,444
-------- -------- -------- --------
Income Before Income Taxes...................... 62,462 52,007 135,742 104,524
Income Taxes.................................... 10,064 4,263 19,666 5,305
-------- -------- -------- --------
Net Income...................................... $ 52,398 $ 47,744 116,076 99,219
======== ========
Retained Earnings, Beginning of Period.......... 277,689 164,037
Dividends....................................... (23,853) (22,313)
-------- --------
Retained Earnings, End of Period................ $369,912 $240,943
======== ========
Net Income Per Share (Note 3)................... $ 1.15 $ 1.11 $ 2.55 $ 2.31
======== ======== ======== ========
Dividends Per Share (Note 4).................... $ 0.26 $ 0.26 $ 0.52 $ 0.51
======== ======== ======== ========
</TABLE>

(See Notes to the Consolidated Financial Statements)

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POTASH CORPORATION OF SASKATCHEWAN INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS OF U.S. DOLLARS)

ASSETS

JUNE 30, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED)
<S> <C> <C>
Current Assets
Cash and short-term deposits..................................... $ 7,290 $ 40,497
Accounts receivable.............................................. 210,158 223,377
Inventories (Note 2)............................................. 222,747 221,911
Prepaid expenses................................................. 16,922 12,041
Other current assets............................................. 8,535 3,315
---------- ----------
465,652 501,141
Property, plant and equipment...................................... 1,985,705 2,032,339
Other assets....................................................... 46,238 48,337
---------- ----------
$2,497,595 $2,581,817
========== ==========
LIABILITIES
Current Liabilities
Accounts payable and accrued charges............................. $ 167,653 $ 199,222
Current portion of long-term debt................................ 88,755 164,971
Current obligations under capital leases......................... 265 870
---------- ----------
256,673 365,063
Long-term debt..................................................... 638,465 711,585
Obligations under capital leases................................... 1,335 2,913
Deferred income tax liability...................................... 15,264 4,743
Accrued post-retirement/post-employment benefits................... 92,625 89,570
Accrued reclamation costs.......................................... 150,786 151,531
Other non-current liabilities and deferred credits................. 6,478 14,537
---------- ----------
1,161,626 1,339,942
---------- ----------
SHAREHOLDERS' EQUITY
Share Capital...................................................... 629,571 627,700
Contributed Surplus................................................ 336,486 336,486
Retained Earnings.................................................. 369,912 277,689
---------- ----------
1,335,969 1,241,875
---------- ----------
$2,497,595 $2,581,817
========== ==========
</TABLE>

(See Notes to the Consolidated Financial Statements)

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POTASH CORPORATION OF SASKATCHEWAN INC.

CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
-----------------------
1996 1995
--------- ---------
<S> <C> <C>
Operating Activities
Net income........................................................... $ 116,076 $ 99,219
Items not affecting cash
Depreciation and amortization...................................... 46,106 32,959
Loss on disposal of property, plant and equipment.................. 150 36
Provision for deferred income taxes................................ 10,521 981
Provision for post-retirement/post-employment benefits............. 3,055 363
--------- ---------
175,908 133,558
Changes in non-cash operating working capital
Accounts receivable................................................ 13,219 (5,195)
Inventories........................................................ 311 (25,370)
Prepaid expenses................................................... (4,882) 36
Other current assets............................................... (5,220) 9,857
Accounts payable and accrued charges............................... (31,569) 27,701
Accrued reclamation costs.......................................... (750) (473)
Other non-current liabilities and deferred credits................. (8,059) (1,156)
--------- ---------
Cash provided by operating activities................................ 138,958 138,958
--------- ---------
Investing Activities
Acquisition of PCS Phosphate......................................... -- (798,728)
Additions to property, plant and equipment........................... (22,042) (8,606)
Proceeds on disposal of property, plant and equipment................ 22,497 287
Disposals of (additions to) other assets............................. 881 (274)
--------- ---------
Cash provided by (used in) investing activities...................... 1,336 (807,321)
--------- ---------
Cash (deficiency) before financing activities........................ 140,294 (668,363)
--------- ---------
Financing Activities
(Repayment of) proceeds from long-term obligations................... (151,519) 759,119
Dividends............................................................ (23,853) (22,313)
Issuance of shares................................................... 1,871 1,336
--------- ---------
Cash (used in) provided by financing activities...................... (173,501) 738,142
--------- ---------
(Decrease) Increase in Cash.......................................... (33,207) 69,779
Cash, Beginning of Period............................................ 40,497 16,576
--------- ---------
Cash, End of Period.................................................. $ 7,290 $ 86,355
========= =========
Supplemental cash flow disclosure
Interest paid...................................................... $ 26,583 $ 8,629
Income taxes paid.................................................. $ 22,860 $ 5,714
========= =========
</TABLE>

(See Notes to the Consolidated Financial Statements)

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POTASH CORPORATION OF SASKATCHEWAN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

The Company's accounting policies are in accordance with accounting
principles generally accepted in Canada. These policies are consistent with
accounting principles generally accepted in the United States except as outlined
in Note 5.

Basis of presentation

The consolidated financial statements include the accounts of Potash
Corporation of Saskatchewan Inc. and its operating subsidiaries (the "Company"
except to the extent the context otherwise requires):

-- PCS Sales (Canada) Inc. (PCS Sales)

-- PCS Sales (Iowa), Inc.

-- PCS Sales (Indiana), Inc.

-- Potash Corporation of Saskatchewan (Florida) Inc.

-- Potash Corporation of Saskatchewan Transport Limited

-- PCS Sales (USA), Inc.

-- PCS Phosphate Company, Inc. (PCS Phosphate)

-- White Springs Agricultural Chemicals, Inc. (White Springs)

2. INVENTORIES

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
<S> <C> <C>
Finished product..................................... $105,010 $115,491
Materials and supplies............................... 75,762 66,708
Raw materials........................................ 13,128 11,954
Work in process...................................... 28,847 27,758
-------- --------
$222,747 $221,911
======== ========
</TABLE>

3. EARNINGS PER SHARE

Earnings per share for the year-to-date are calculated on the weighted
average shares issued and outstanding during the six months ended June 30, 1996
of 45,513,000 (1995 -- 43,016,000).

4. DIVIDENDS

The Company declares its dividends in Canadian dollars.

5. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

A description of the accounting principles which differ significantly in
certain respects from generally accepted accounting principles in the United
States (US GAAP) follows:

Earnings per share: In computing primary earnings per share, under US GAAP,
the stock options are included in the calculation to the extent that they are
exercisable.

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<PAGE> 6

POTASH CORPORATION OF SASKATCHEWAN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)

Deferred income taxes: Deferred tax assets have been recognized only to the
extent of reducing deferred tax liabilities. US GAAP would require that deferred
tax assets be recorded when their realization is more likely than not.

The application of US GAAP, as described above, would have had the
following approximate effects on net income, net income per share, total assets
and shareholders' equity:

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------------- -------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income as reported in the consolidated
statements of income and retained
earnings................................ $ 52,398 $ 47,744 $ 116,076 $ 99,219
Item decreasing reported net income
Deferred income taxes..................... (1,091) -- (4,318) --
---------- ---------- ---------- ----------
Approximate net income -- US GAAP......... $ 51,307 $ 47,744 $ 111,758 $ 99,219
========== ========== ========== ==========
Weighted average shares outstanding -- US
GAAP.................................... 45,975,000 43,310,000 45,975,000 43,210,000
========== ========== ========== ==========
Net income per share -- US GAAP........... $ 1.12 $ 1.10 $ 2.43 $ 2.30
========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
---------- ------------
<S> <C> <C>
Total assets as reported in the consolidated statements of
financial position............................................... $2,497,595 $2,581,817
Item increasing reported total assets
Deferred income tax asset.......................................... 14,280 18,598
---------- ----------
Approximate total assets -- US GAAP................................ $2,511,875 $2,600,415
========== ==========
Shareholders' equity as reported in the consolidated statements of
financial position............................................... $1,335,969 $1,241,875
Item increasing reported shareholders' equity
Deferred income taxes.............................................. 14,280 18,598
---------- ----------
Approximate shareholders' equity -- US GAAP........................ $1,350,249 $1,260,473
========== ==========
</TABLE>

6. COMPARATIVE FIGURES

Certain of the prior period's comparative figures have been reclassified to
conform with the current period's presentation. Results for the first six months
of 1995 do not include: (1) the results of White Springs which was acquired
October 31, 1995, and (2) the results of PCS Phosphate (formerly Texasgulf Inc.)
prior to April 10, 1995, the date of acquisition.

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<PAGE> 7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

Overview

Second quarter and year-to-date June 30 results for 1995 do not include (1)
the results of White Springs, which was acquired October 31, 1995, and (2) the
results of PCS Phosphate (formerly Texasgulf Inc.) prior to April 10, 1995, the
date of acquisition.

Net sales and net income for the three months ended June 30, 1996, improved
72 percent and 10 percent, respectively, over the same period in 1995. Net
income for the three months ended June 30, 1996, was $52.4 million
(1995 -- $47.7 million) on net sales of $352.4 million (1995 -- $204.4 million),
or $1.15 per share (1995 -- $1.11 per share). For the second quarter of 1996,
gross margin and operating income were $92.7 million and $74.4 million,
respectively, compared to a gross margin of $85.5 million and an operating
income of $64.4 million for the same period in 1995 (increase of 8 percent and
16 percent, respectively).

For the three months ended June 30, 1996, North American and offshore net
sales revenue were $204.4 million (1995 -- $100.8 million) and $148.0 million
(1995 -- $103.6 million), respectively. North American net sales revenue
represented 58 percent (1995 -- 49 percent) of total net sales revenue, whereas
offshore sales represented 42 percent of net sales revenue (1995 -- 51 percent).

Potash, phosphate and ammonia revenue for the quarter ended June 30, 1996
were $103.9 million (1995 -- $109.2 million), $222.1 million (1995 -- $95.2
million), and $26.4 million (1995 -- not applicable), respectively, a decrease
of $5.3 million in potash revenue, a $126.9 million increase in phosphate
revenue and a $26.4 million increase in ammonia revenue, when compared to the
same period a year ago.

Gross margins for the second quarter of 1996 increased $7.2 million or 8
percent over the same quarter in 1995. Gross margin for potash was $48.7
million, a decrease of $17.3 million when compared to the same quarter of 1995.
Gross margins for phosphate fertilizer, feed, industrial and ammonia products
were $29.8 million (1995 -- $8.8 million), $6.9 million (1995 -- $3.2 million) ,
$6.6 million (1995 -- $7.5 million) and $.7 million (1995 -- not applicable),
respectively.

The increase in net income of $4.7 million for the quarter ended June 30,
1996 is largely attributable to additional earnings from the phosphate
acquisitions and lower provincial mining taxes. This was offset by an increase
in cost of goods sold, income taxes and selling and administrative expenses.

Net sales and net income for the six months ended June 30, 1996 improved
111 percent and 17 percent, respectively, over the same period in 1995. Net
income for the six months ended June 30, 1996 was $116.1 million (1995 -- $99.2
million) on net sales of $719.2 million (1995 -- $340.4 million), or $2.55 per
share (1995 -- $2.31 per share). For the first six months of 1996, gross margin
and operating income were $203.5 million and $161.5 million, respectively,
compared to a gross margin of $158.5 million and operating income of $117.0
million for the same period in 1995 (increases of 28 percent and 38 percent,
respectively).

For the six months ended June 30, 1996, North American and offshore net
sales revenue were $435.3 million (1995 -- $144.9 million) and $283.9 million
(1995 -- $195.5 million), respectively. North American net sales revenue
represented 61 percent (1995 -- 43 percent) of total net sales revenue, whereas
offshore sales represented 39 percent of net sales revenue (1995 -- 57 percent).

Potash, phosphate and ammonia revenue for the first half of 1996 was $207.8
million (1995 -- $245.2 million), $446.2 million (1995 -- $95.2 million), and
$65.3 million (1995 -- not applicable), respectively, a decrease of $37.4
million in potash revenue, a $350.9 million increase in phosphate revenue and a
$65.3 million increase in ammonia revenue, when compared to the same period a
year ago.

Gross margins for the first six months of 1996 increased $45.0 million or
28 percent over the same period in 1995. Gross margin for potash was $103.8
million, a decrease of $35.2 million when compared to the first half of 1995.
This decrease was more than offset by a gross margin of $99.7 million for
phosphate and ammonia. Of this $99.7 million gross margin, $64.6 million
(1995 -- $8.8 million) is attributable to phosphate

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<PAGE> 8

fertilizer products, $19.7 million (1995 -- $3.2 million) is attributable to
feed products, $13.6 million (1995 -- $7.5 million) is attributable to
industrial products, and $1.8 million (1995 -- not applicable) is attributable
to ammonia.

The increase in net income of $16.9 million for the six months ended June
30, 1996 is largely attributable to additional earnings from the phosphate
acquisitions. This was offset by an increase in interest expense of $13.3
million relating to debt financing of $878.8 million incurred to purchase PCS
Phosphate and White Springs, a $333.8 million increase in cost of sales, a $14.4
million increase in income taxes, and an increase in selling and administrative
expenses of $7.4 million.

Although the Company had increased earnings in the first half of 1996 when
compared to the same period in 1995, market conditions did not live up to the
expectations for the fertilizer industry in general. Weather put a damper on the
domestic scene, resulting in the usual problems associated with a delayed
season. In the export market, large purchases at the end of 1995, delayed grain
price increases to the farmers and local distribution problems resulted in fewer
sales to China during the first half of 1996 when compared to first half 1995.
Uncertainty in India due to large purchases in 1995 and national elections in
1996 resulted in slower fertilizer movement to that country and first quarter
shipments to Brazil were dampened by economic conditions.

Potash Revenue

Potash net sales revenue for the quarter ended June 30, 1996 decreased by
$5.3 million or 5 percent as compared to the same period in 1995 (1996 -- $103.9
million; 1995 -- $109.2 million). The Company sold 1.430 million tonnes of
potash in the second quarter of 1996, compared to 1.508 million tonnes sold in
the same period last year, a decrease of .078 million tonnes or 5 percent.
Potash prices were flat for the second quarter of 1996 when compared to the
second quarter of 1995.

In the second quarter of 1996, North American and offshore potash sales
volumes increased 34 percent and decreased 28 percent, respectively, over the
same period in 1995. Potash prices increased 14 percent in the offshore market.
There was a greater proportion of higher priced New Brunswick tonnes sold in the
export market compared to the same period a year ago. Realizations in the
domestic market were down by 11 percent from the second quarter a year ago.
North American prices were under pressure during the second quarter of 1996 as
intense competition was exacerbated by the lateness of the season. North
American realizations were also affected by the inclusion in the mix of some
lower priced sales to another producer.

North American net sales revenue from potash operations represented 43
percent of the potash net sales revenue of the Company during the second quarter
of 1996 (1995 -- 34 percent). In the second quarter of 1996, the increase in
North American potash sales volumes and the decrease in North American prices
resulted in a $7.4 million increase in North American potash net sales revenue
over the same period in 1995. North American potash sales volumes for the second
quarter of 1996 increased .187 million tonnes (1996 -- .732 million tonnes;
1995 -- .545 million tonnes) compared to the second quarter of 1995. Sales
volumes of .049 million tonnes to another producer increased North American
volumes.

In the second quarter of 1996, offshore net sales revenue from potash
operations represented 57 percent of net potash sales revenue of the Company
(1995 -- 66 percent). In the second quarter of 1996, the decrease in offshore
sales volumes and the increase in overall offshore selling price resulted in a
$12.7 million decrease in offshore potash net sales revenue over the same period
in 1995. In the offshore market, the Company sold .698 million potash tonnes
during the second quarter of 1996 (1995 -- .963 million tonnes), a decrease of
28 percent. Of the .698 million tonnes, .503 million tonnes were sold through
Canpotex and the remaining .195 million tonnes were produced by PCS New
Brunswick and sold and delivered to offshore markets, such as Brazil, by PCS
Sales.

Potash net sales revenue for the first six months of 1996 decreased by
$37.4 million or 15 percent as compared to the first six months of 1995
(1996 -- $207.8 million; 1995 $245.2 million). The Company sold 2.887 million
tonnes of potash in the first half of 1996, compared to 3.452 million tonnes
sold in the same

7
<PAGE> 9

period last year, a decrease of .565 million tonnes or 16 percent. Potash prices
experienced an overall increase of 1 percent in the first half of 1996 as
compared to the first half of 1995.

In the first six months of 1996, North American and offshore potash sales
volumes increased 5 percent and decreased 29 percent, respectively, over the
same period in 1995. Potash prices increased 9 percent in the offshore market
where customers agreed in February to a $5 per tonne increase. Price increases
scheduled by the Company for the domestic market were not attained.

North American net sales revenue from potash operations represented 39
percent of the potash net sales revenue of the Company during this year's first
half. In the first half of 1996, the increase in North American potash sales
volumes and a decrease in North American prices resulted in a $.5 million
decrease in North American potash net sales revenue over the same period in
1995. North American potash sales volumes for the first half of 1996 increased
.067 million tonnes (1996 -- 1.321 million tonnes; 1995 -- 1.254 million tonnes)
compared to the first half of 1995. For the first half, domestic sales volumes
were up 5 percent over the same period in 1995 but the quarterly sales pattern
was reversed. In 1995, the majority of the spring sales volumes occurred in the
first quarter while this year's spring season sales volumes were realized in the
second quarter.

In the first half of 1996, offshore net sales revenue from potash
operations represented 61 percent of net potash sales revenue of the Company. In
the first half of 1996, the decrease in offshore sales volumes and the increase
in overall offshore selling price resulted in a $36.9 million decrease in
offshore potash net sales revenue over the same period in 1995. In the offshore
market, the Company sold 1.566 million potash tonnes during the first half of
1996 (1995 -- 2.198 million tonnes), a decrease of 29 percent. Of the 1.566
million tonnes, 1.226 million tonnes were sold through Canpotex and the
remaining .340 million tonnes were produced by PCS New Brunswick and sold and
delivered to offshore markets. The anticipated lull in offshore orders during
this year's second quarter reduced potash sales volumes on a year-over-year
basis. China bought record tonnage from Canpotex in 1995 which included large
purchases in November and December. Normally, those shipments would have begun
in 1996. This timing difference makes it difficult to compare six months ended
June 30, 1996 to the comparable period in 1995.

Phosphate Revenue

For the quarter ended June 30, 1996, phosphate net sales revenue was $222.0
million; phosphate fertilizer $160.5 million (72 percent); and non-fertilizer
products $61.5 million (28 percent). For the same quarter in 1995 net sales
revenue was $95.2 million; phosphate fertilizer $53.1 million (56 percent);
non-fertilizer products $39.9 million (42 percent); and phosphate rock $2.2
million (2 percent).

During the second quarter of 1996, the Company sold .814 million tonnes of
phosphate fertilizer (.346 million tonnes in North America; 0.468 million tonnes
in the offshore market); .242 million tonnes of non-fertilizer products (.226
million tonnes in North America; .016 million tonnes in the offshore market);
and .026 million tonnes of phosphate rock (.002 million tonnes in North America
and the remaining .024 million tonnes in the offshore market). For the same
comparable period in 1995, the Company sold .299 million tonnes of phosphate
fertilizer (.114 million tonnes in North America; .185 million tonnes in the
offshore market); .156 million tonnes of non-fertilizer products (.149 million
tonnes in North America; .007 million tonnes in the offshore market); and .102
million tonnes of phosphate rock (.011 million tonnes in North America and the
remaining .091 million tonnes in the offshore market).

For the second quarter of 1996, North American phosphate net sales revenue
accounted for $133.4 million (60 percent) of total phosphate net sales revenue
of $222.0 million. In the quarter ended June 30, 1996, 56 percent of the
Company's North American phosphate net sales revenue was earned from phosphate
fertilizer products which represented 60 percent of the Company's North American
phosphate sales volumes. Offshore sales accounted for 40 percent of total
phosphate product net sales revenue for the second quarter of 1996 and 47
percent of volumes. In the quarter ended June 30, 1996, 96 percent of the
Company's offshore phosphate net sales revenue was earned from phosphate
fertilizer products which represented 92 percent of the Company's offshore
phosphate sales volumes.

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<PAGE> 10

Second quarter 1996 net sales revenue from liquid and solid fertilizer was
$160.5 million (1995 -- $53.1 million) with sales volumes of .814 million tonnes
(1995 -- .300 million tonnes). Solid phosphate fertilizer (substantially all
DAP) accounted for 63 percent or $100.8 million of the total. Offshore net sales
revenue of DAP accounted for 63 percent of solid fertilizer net sales revenue
while North American net sales revenue of liquid fertilizer accounted for 63
percent of liquid fertilizer net sales revenue. Fertilizer products were
affected by a late wet spring throughout the Northern Hemisphere which delayed
seeding and affected fertilizer sales. The average net sales price for liquid
and solid fertilizer improved by 11 percent and 8 percent, respectively. DAP
prices were down for the second quarter of 1996 when compared to the first
quarter of 1996, but began to recover by the end of the second quarter. Export
liquid and solid fertilizer sales prices improved by 11 percent and 14 percent,
respectively, compared to the same period a year ago. North American liquid
fertilizer sales prices improved 1 percent while solid fertilizer sales prices
remained flat when compared to the same period in 1995.

Net sales revenue from non-fertilizer products (animal feed and industrial)
during the quarter ended June 30, 1996, were $61.5 million (1995 -- $39.9
million) with sales volumes of .242 million tonnes (1995 -- .156 million
tonnes). For the second quarter of 1996, feed sales tonnage was .182 million
tonnes (1995 -- .106 million tonnes) with 9 percent sold offshore while the
remaining .060 million tonnes were industrial products sold to North America
customers. Recent high grain prices are a disadvantage for the feed industry as
the livestock head count has been diminished reducing feed requirements. Feed
product prices for the quarter ended June 30, 1996, improved by 4 percent when
compared to the same period a year ago. North American industrial selling prices
increased by 1 percent for the second quarter of 1996 when compared to the same
period in 1995.

Consistent with the Company's strategy of increasing the gross margin for
its products, the Company has reduced its rock sales. Rock not sold at
satisfactory price levels will be kept for internal production.

Phosphate net sales revenue for the six months ended June 30, 1996 was
$446.2 million. The distribution of this revenue was as follows: phosphate
fertilizer $310.8 million (69 percent); non-fertilizer products (animal feed and
industrial products) $132.2 million (30 percent); and phosphate rock $3.2
million (1 percent).

During the six months ended June 30, 1996, the Company sold 1.530 million
tonnes of phosphate fertilizer (.756 million tonnes in North America; .774
million tonnes in the offshore market); .518 million tonnes of non-fertilizer
products (.475 million tonnes in North America; .043 million tonnes in the
offshore market); and .107 million tonnes of phosphate rock (.002 million tonnes
in North America and the remaining .105 million tonnes in the offshore market).
For the comparable period in 1995, the Company sold .299 million tonnes of
phosphate fertilizer (.114 million tonnes in North America; .185 million tonnes
in the offshore market); .156 million tonnes of non-fertilizer products (.149
million tonnes in North America; .007 million tonnes in the offshore market);
and .102 million tonnes of phosphate rock (.011 million tonnes in North America
and the remaining .091 million tonnes in the offshore market).

For the first half of 1996, North American phosphate net sales revenue
accounted for $289.2 million (65 percent) of total phosphate net sales revenue
of $446.2 million. In the six months ended June 30, 1996, 57 percent of the
Company's North American phosphate net sales revenue was earned from phosphate
fertilizer products which represented 61 percent of the Company's North American
phosphate sales volumes. Offshore sales accounted for 35 percent of total
phosphate product net sales revenue for the first half of 1996 and 43 percent of
volumes. In the six months ended June 30, 1996, 92 percent of the Company's
offshore phosphate net sales revenue was earned from phosphate fertilizer
products which represented 84 percent of the Company's offshore phosphate sales
volumes.

First half 1996 net sales revenue from liquid and solid fertilizers was
$310.8 million (1995 -- $53.1 million) with sales volumes of 1.530 million
tonnes (1995 -- .300 million tonnes). Solid phosphate fertilizer (substantially
all DAP) accounted for 62 percent or $192.1 million of the total. Offshore net
sales revenue of DAP accounted for 55 percent of solid fertilizer net sales
revenue while North American net sales revenue of liquid fertilizer accounted
for 68 percent of liquid fertilizer net sales revenue. The average net sales
price for liquid and solid fertilizer improved by 14 percent and 12 percent,
respectively. Export liquid and solid

9
<PAGE> 11

fertilizer sales prices improved by 10 percent and 19 percent, respectively,
compared to the same period a year ago. North American liquid and solid
fertilizer sales prices improved 1 percent and 2 percent, respectively, when
compared to the same period in 1995.

Net sales revenue from animal feed and industrial products during the six
months ended June 30, 1996, were $132.2 million (1995 -- $39.9 million) with
sales volumes of .518 million tonnes (1995 -- .156 million tonnes). For the
first half of 1996, feed sales tonnage was .393 million tonnes (1995 -- .106
million tonnes) with 11 percent sold offshore while the remaining .125 million
tonnes were industrial products sold to North American customers. Feed product
prices for the six months ended June 30, 1996, improved by 6 percent when
compared to the same period a year ago. North American industrial selling prices
declined by 1 percent for the first half of 1996 when compared to the same
period in 1995.

AMMONIA REVENUE

For the quarter ended June 30, 1996, ammonia sales contributed $26.4
million to net sales revenue with sales volumes of .136 million tonnes. Ammonia
sales for the six months ended June 30, 1996 contributed $65.3 million to net
sales revenue with sales volumes of .323 million tonnes.

COST OF GOODS SOLD

During the second quarter of 1996 the Company produced 1.512 million
potassium chloride (KC1) tonnes, a 26 percent decrease from the 2.045 million
tonnes produced in the second quarter of 1995, due to lower demand. During the
second quarter of 1996 the Company produced .507 million phosphoric acid (P2O5)
tonnes (1995 -- .272 million tonnes), an increase of 86 percent, due principally
to the addition of White Springs.

Potash unit cost of sales increased by 35 percent in the second quarter of
1996 compared to the same period in 1995 due in part to 14.7 additional shutdown
weeks. Costs were also affected by the product mix as the Company pulled more
product from New Brunswick to supply increased demand in Brazil.

In the second quarter of 1996, lower input cost for both sulfur and ammonia
reduced phosphate cost of goods sold. These lower costs were offset by higher
production costs of phosphate fertilizer. Higher costs of phosphate fertilizer
production were experienced in the second quarter as virtually all maintenance
scheduled for White Springs was rescheduled to the second quarter of the year.
Higher feed costs were the result of distributing fixed costs over a reduced
sales volume thereby increasing the unit costs.

Depreciation expense for the second quarter of 1996 was $22.8 million
compared to $19.5 million in 1995, an increase of $3.3 million or 17 percent.
The increase is a result of $4.1 million additional depreciation from the
acquired phosphate operations. Depreciation expense for the potash operations
decreased by $.8 million as a result of additional shutdown weeks in the second
quarter of 1996 when compared to the same period in 1995.

For the six months ended June 30, 1996, the Company produced 3.211 million
potassium chloride (KCl) tonnes, compared to 3.930 million tonnes in the first
half of 1995, a decrease of .719 million tonnes (18 percent) compared to 1995.
For the six months ended June 30, 1996, the Company produced 1.020 million
phosphoric acid (P2O5) tonnes from its phosphate operations, compared to .272
million tonnes in 1995.

Potash unit cost of sales increased by 17 percent in the first six months
of 1996 compared to the same period in 1995 due in part to 16.6 additional
shutdown weeks and a greater proportion of higher cost New Brunswick production
in the product mix.

Depreciation expense for the first half of 1996 was $46.1 million compared
to $33.0 million in 1995, an increase of $13.1 million or 40 percent. The
increase is a result of $17.5 million additional depreciation from the acquired
phosphate operations. Depreciation expense for the potash operations decreased
by $4.4 million as a result of additional shutdown weeks in the first half of
1996 when compared to the same period in 1995.

10
<PAGE> 12

SELLING AND ADMINISTRATIVE

Selling and administrative expenses during the second quarter of 1996 were
$14.1 million as compared to $12.3 million in 1995, an increase of $1.8 million.
During the first half of 1996, selling and administrative expenses were $28.8
million as compared to $21.4 million in 1995, an increase of $7.4 million. The
increase is attributable to the acquisitions of PCS Phosphate and White Springs
and to general increases in supplies, compensation and benefits.

PROVINCIAL MINING AND OTHER TAXES

Saskatchewan's potash production tax is comprised of a base tax per tonne
of product sold and an additional tax based on mine-by-mine profits. The New
Brunswick division and the Saskatchewan divisions pay a provincial crown
royalty, which is accounted for under cost of goods sold.

Increased profitability at certain of the mines increased the rate of taxes
paid to the Saskatchewan government but total taxes were reduced by lower prices
and potash sales volumes from Saskatchewan. For the second quarter of 1996,
Saskatchewan provincial mining and other taxes were $9.0 million as compared to
$11.6 million in the second quarter of 1995, a decrease of 22 percent. Potash
production tax for the second quarter of 1996 was $5.8 million compared to $7.9
million in the same period in 1995, a decrease of 27 percent. Saskatchewan
capital tax was $3.2 million in the second quarter ended June 30, 1996 compared
to $3.7 million in the same period in 1995, a decrease of 14 percent. For the
first half of 1996, Saskatchewan provincial mining and other taxes were $20.9
million as compared to $23.9 million in the first half of 1995, a decrease of 12
percent. Potash production tax for the first half of 1996 was $14.2 million
compared to $15.7 million in the same period in 1995, a decrease of 9 percent.
Saskatchewan capital tax was $6.8 million in the six months ended June 30, 1996
compared to $8.2 million in the same period in 1995, a decrease of 17 percent.

INTEREST EXPENSE

For the second quarter of 1996, interest expense was $11.9 million as
compared to $12.4 million in the same period in 1995. For the first half of
1996, interest expense was $25.7 million as compared to $12.4 million in the
same period in 1995. The 1996 amount includes the debt incurred with the
acquisition of the phosphate properties last year in April and October while the
1995 amount includes only the April acquisition.

INCOME TAXES

Income taxes in the second quarter of 1996 were $10.1 million, compared to
$4.3 million in the same period of 1995, an increase of $5.8 million. Income
taxes in the first half of 1996 were $19.7 million, compared to $5.3 million in
the same period of 1995, an increase of $14.4 million. The increase is largely
attributable to US withholding taxes, alternative minimum taxes and deferred
income tax, relating to the Company's acquired phosphate operations. The tax
rate applicable to the U.S. operations for the first half of 1996 is
approximately 20 percent of income before taxes. This rate for 1995 was
approximately 24 percent of income before taxes.

ANALYSIS OF FINANCIAL CONDITION AND CASH FLOW

Working capital for the first half of 1996 increased by $72.9 million. Cash
flow from operations was $139.0 million. Quick and current ratios were .85 and
1.8 at June 30, 1996. The Company paid down its debt by $151.5 million (of which
$36 million was voluntary) and paid dividends of $23.9 million. At the end of
the first half of 1996, the debt to capital ratio was at 35.3 percent and the
interest coverage ratio was 6.3 to 1. The net debt to market capitalization at
June 30, 1996 was 23.9 percent.

OUTLOOK

The statements in this "Management Discussion and Analysis" in this
"Outlook" section, relating to the period after June 30, 1996, are
forward-looking statements subject to uncertainties. The Company's financial

11
<PAGE> 13

performance continues to be affected by price, worldwide state of supply and
demand for potash and phosphate products, application rates, government
assistance programs, weather conditions, exchange rates and agricultural and
trade policies of producing and consuming nations which, among other things, are
influenced by domestic political conditions. The Company sells to a diverse
group of customers both by geography and by end product. Market conditions by
country will vary on a year-over-year basis and sales shift from one period to
another.

The rising world population and the demand for better diets in developing
nations will continue to drive consumption for fertilizer products over the
long-term. Over the short-term, there should be increased fertilizer usage over
the next few years as world grain stocks are critically low, crop prices
continue to rise, and governments around the world focus on food production. The
Company expects to be an important supplier to these markets. While the
consumption trend line is expected to continue to climb over the long-term,
there will be, at times, fluctuations in demand. The recently announced subsidy
programs in India and Brazil and the likelihood of further demand in China, are
expected to firm markets and support prices in the second half of 1996.

DAP markets began to recover by the end of the second quarter of 1996 and
are expected to continue to improve. PhosChem recently sold significant
additional tonnage to SinoChem for second half delivery and has concluded
phosphoric acid negotiations in India.

North American potash and phosphate demand in fertilizer is generally
considered mature but is expected to fluctuate from year to year, as a function
of acres planted and application rates per acre which are influenced by crop
prices and weather. The North American market is expected to have strong fall
potash and phosphate demand which is expected to firm markets and support prices
in the second half of 1996.

PCS continues to operate its potash mines by matching production to sales
demand. Shutdowns at potash mines for inventory correction will influence potash
production costs on a quarter over quarter comparative basis. Natural gas costs
are expected to be reduced by approximately 15 percent in the Saskatchewan
operations based on existing contracts for 1996. Sulphur and ammonia prices have
moderated and are expected to impact favourably upon phosphate processing input
costs for 1996.

Capital expenditures in 1996 will exceed those in 1995 primarily due to a
full year of phosphate ownership and operation. Plans for such expenditures are
limited to sustaining capital.

The narrative, included under this Management Discussion and Analysis, has
been prepared with reference to the financial statements reported under Canadian
Generally Accepted Accounting Principles (GAAP).

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

CIVIL ANTITRUST COMPLAINTS

In June, 1993, the Company and a wholly-owned subsidiary, Potash
Corporation of Saskatchewan Sales Limited, whose name has been changed to PCS
Sales (Canada) Inc. ("PCS Sales"), were served with a complaint relating to a
suit filed in the United States District Court for Minnesota against most North
American potash producers, including the Company. The complaint alleges a
conspiracy among the defendants to fix the price of potash purchased by the
plaintiffs as well as potash purchased by the members of a class of certain
purchasers proposed by the plaintiffs. The complaint seeks treble damages in an
unspecified amount and other relief. Similar complaints were filed in the United
States District Courts for the Northern District of Illinois and the Western
District of Virginia. On motion of the defendants, all of the complaints were
transferred and consolidated for pre-trial purposes in the United States
District Court for Minnesota. Amended complaints were filed in March and April
1994. On January 12, 1995, the Minnesota Federal Court granted the plaintiffs'
motion for class certification. The Company and PCS Sales filed a motion for
summary judgment on December 22, 1995. The Court held oral argument on that
motion on April 18, 1996. The trial is now scheduled to start on October 31,
1996.

12
<PAGE> 14

Additional complaints were filed in the California and Illinois State
Courts on behalf of purported classes of indirect purchasers of potash in those
states. The Company moved to dismiss the California State Court lawsuit for lack
of personal jurisdiction and the court ruled that it does not have personal
jurisdiction over the Company but that it does have personal jurisdiction over
PCS Sales. The case remains at an early stage; no merits discovery has taken
place. The Illinois State Court dismissed the Illinois State Court complaint for
failure to state a cause of action. The Illinois plaintiff has appealed that
dismissal.

In the litigation, the plaintiffs have retained an economist who has issued
a report in which he states that if the plaintiffs prevail, in his opinion, the
plaintiffs would be entitled to a total of approximately $311 million in damages
(subject to trebling) from all the defendants. However, the Company believes
that the approach used by the plaintiffs' economist is so seriously flawed as to
be untenable and insofar as the allegations of wrongdoing relate to the Company,
management of the Company, having consulted with legal counsel, believes that
the allegations are without merit, that the Company has valid defences and that
the lawsuits will not have a material adverse effect on the Company. However,
management of the Company cannot predict with certainty the outcome of the
litigation.

GRAND JURY PROCEEDINGS

PCS Sales received a grand jury subpoena on December 29, 1993 from the
Antitrust Division of the U.S. Department of Justice for certain documents
relating to its North American potash business activities. On June 14, 1996, the
Department of Justice confirmed that it had closed its investigation of alleged
price fixing in the potash industry and that there will be no further action
regarding the matter.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

(a) On May 9, 1996, the Company held an annual and special meeting (the
"Meeting") of its shareholders.

(c) At the Meeting, the Company's shareholders voted upon each of the
following proposed director nominees with results of the voting as set forth
opposite the name of each such nominee.

<TABLE>
<CAPTION>
FOR WITHHELD
---------- --------
<S> <C> <C>
Isabel Anderson....................................... 36,450,120 19,008
Douglas J. Bourne..................................... 36,439,266 29,862
Charles E. Childers................................... 36,438,813 30,315
Denis J. Cote......................................... 36,450,983 18,145
William J. Doyle...................................... 36,450,514 18,614
Hon. Willard Z. Estey, Q.C............................ 36,426,678 42,450
Dallas Howe........................................... 36,451,286 17,842
James F. Lardner...................................... 36,435,729 33,399
Donald E. Phillips.................................... 36,449,381 19,747
Paul J. Schoenhals.................................... 36,369,760 99,368
Daryl K. Seaman....................................... 36,366,337 102,791
E. Robert Stromberg, Q.C.............................. 36,424,361 44,767
Jack G. Vicq.......................................... 36,407,794 61,334
Barrie A. Wigmore..................................... 36,447,566 21,562
Paul S. Wise.......................................... 36,434,879 34,249
</TABLE>

The Company's shareholders also voted upon a resolution to approve and
ratify the Stock Option Plan -- Unaffiliated Directors (the "Directors' Stock
Option Plan"). The Directors' Stock Option Plan was designed to comply with the
exemptive provisions of Rule 16b-3 ("Rule 16b-3") under the Securities Exchange
Act of 1934. Under the Company's Stock Option Incentive Plan, which formerly
permitted the grant of options to unaffiliated directors, the Board of Directors
had authority to determine recipients of options and the number of shares
subject to each option. In an attempt to provide unaffiliated directors with the
benefits of Rule 16b-3

13
<PAGE> 15

(as it existed at that time), the Board of Directors introduced the Directors'
Stock Option Plan which replaced discretion with a formula, under which
unaffiliated directors will receive options for the same number of shares as in
the past. The results of the vote were: 30,226,085 shares for, 6,075,560 shares
against and 167,483 shares abstained.

The Company's shareholders also voted upon the appointment of the firm of
Deloitte & Touche, the present auditors, as the Company's auditors, to hold
office until the next annual meeting of the Company's shareholders. The results
of the vote were: 36,404,893 shares for, 32,433 shares against and 31,802 shares
abstained.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- ---------------------------------------------------------------------
<C> <S>
3(i) Restated Articles of Incorporation of the registrant dated October
31, 1989, as amended May 11, 1995, incorporated by reference to
Exhibit 3(i) to the registrant's report on Form 10-K for the year
ended December 31, 1995 (the "Form 10-K").

3(ii) Bylaws of the registrant dated March 2, 1995, incorporated by
reference to Exhibit 3(ii) to the Form 10-K.

4(a) Shareholders Rights Agreement dated November 10, 1994, as amended on
March 28, 1995, and May 4, 1995, and approved by shareholders on May
11, 1995, incorporated by reference to Exhibit 4(a) to the Form 10-K.

4(b) Non-revolving Term Credit Facilities Agreement between The Bank of
Nova Scotia and other financial institutions and the registrant dated
April 10, 1995, incorporated by reference to Exhibit 4(b) to the Form
10-K.

4(c) First Amending Agreement between The Bank of Nova Scotia and other
financial institutions and the registrant dated May 23, 1995,
incorporated by reference to Exhibit 4(c) to the registrant's report
on Form 10-Q for the quarterly period ended March 31, 1996 (the "Form
10-Q").

4(d) Second Amending Agreement between The Bank of Nova Scotia and other
financial institutions and the registrant dated October 18, 1995,
incorporated by reference to Exhibit 4(d) to the Form 10-Q.

The registrant hereby undertakes to file with the Securities and Exchange
Commission, upon request, copies of any constituent instruments defining the rights of
holders of long-term debt of the registrant or its subsidiaries that have not been filed
herewith because the amounts represented thereby are less than 10% of the total assets
of the registrant and its subsidiaries on a consolidated basis.

10 (a) Suspension Agreement concerning Potassium Chloride from Canada dated
January 7, 1988, among U.S. Department of Commerce, Potash
Corporation of Saskatchewan, International Minerals and Chemical
(Canada) Limited, Noranda, Inc. (Central Canada Potash Co.), Potash
Company of America, a Division of Rio Algom Limited, S & P Canada, II
(Kalium Chemicals), Cominco Ltd., Potash Company of Canada Limited,
Agent for Denison-Potacan Potash Co. and Saskterra Fertilizers Ltd.,
incorporated by reference to Exhibit 10(a) to the registrant's Form
F-1 (File No. 33-31303) (the "F-1 Registration Statement").

10 (b) Sixth Voting Agreement dated April 22, 1978, between Central Canada
Potash, Division of Noranda, Inc., Cominco Ltd., International
Minerals and Chemical Corporation (Canada) Limited, PCS Sales and
Texasgulf Inc., incorporated by reference to Exhibit 10(f) to the F-1
Registration Statement.
</TABLE>

14
<PAGE> 16

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- ---------------------------------------------------------------------
<C> <S>
10(c) Canpotex Limited Shareholders Seventh Memorandum of Agreement
effective April 21, 1978, between Central Canada Potash, Division of
Noranda Inc., Cominco Ltd., International Minerals and Chemical
Corporation (Canada) Limited, PCS Sales, Texasgulf Inc. and Canpotex
Limited as amended by Canpotex S & P amending agreement dated
November 4, 1987, incorporated by reference to Exhibit 10(g) to the
F-1 Registration Statement.

10(d) Producer Agreement dated April 21, 1978, between Canpotex Limited and
PCS Sales, incorporated by reference to Exhibit 10(h) to the F-1
Registration Statement.

10(e) PCS Sales -- Saskterra Special Canpotex Entitlement effective June
13, 1990, incorporated by reference to Exhibit 10(n) to the
registrant's Form S-1 (File No. 33-36283).

10(f) Canpotex/PCS Amending Agreement, dated with effect October 1, 1992,
incorporated by reference to Exhibit 10(f) to the Form 10-K.

10(g) Canpotex PCA Collateral Withdrawing/PCS Amending Agreement, dated
with effect October 7, 1993, incorporated by reference to Exhibit
10(g) to the Form 10-K.

10(h) Esterhazy Restated Mining and Processing Agreement dated January 31,
1978, between International Minerals and Chemical Corporation
(Canada) Limited and the registrant's predecessor, incorporated by
reference to Exhibit 10(e) to the F-1 Registration Statement.

10(i) Agreement dated December 21, 1990, between International Minerals &
Chemical Corporation (Canada) Limited and the registrant, amending
the Esterhazy Restated Mining and Processing Agreement dated January
31, 1978, incorporated by reference to Exhibit 10(p) to the
registrant's report on Form 10-K for the year ended December 31,
1990.

10(j) Agreement dated October 13, 1995 between the registrant and Charles
E. Childers, incorporated by reference to Exhibit 10(j) to the Form
10-K.

10(k) Potash Corporation of Saskatchewan Inc. Stock Option
Plan -- Unaffiliated Directors, incorporated by reference to Exhibit
4.b. to post-effective amendment No. 5 ("Amendment No. 5") to the
registrant's Form S-8 (File No. 33-37855).

10(l) Potash Corporation of Saskatchewan Inc. Stock Option Plan -- Officers
and Key Employees, incorporated by reference to Exhibit 4.a. to
Amendment No. 5.

10(m) Short Term Incentive Plan of the registrant, effective January 1,
1995, incorporated by reference to Exhibit 10(m) to the Form 10-K.

10(n) Long-Term Incentive Plan of the registrant, as amended December 15,
1995, incorporated by reference to Exhibit 10(n) to the Form 10-K.

10(o) Resolution and Forms of Agreement for Supplemental Retirement Income
Plan, for officers and key employees of the registrant, incorporated
by reference to Exhibit 10(o) to the Form 10-K.

10(p) Forms of Agreement dated December 30, 1994, between the registrant
and certain officers of the registrant, concerning a change in
control of the registrant, incorporated by reference to Exhibit 10(p)
to the Form 10-K.

10(q) Form of Agreement of Indemnification dated August 8, 1995, between
the registrant and certain officers and directors of the registrant,
incorporated by reference to Exhibit 10(q) to the Form 10-K.

10(r) Deferred Compensation Plan, for certain officers of PCS Phosphate
Company, Inc, incorporated by reference to Exhibit 10(r) to the Form
10-K.
</TABLE>

15
<PAGE> 17

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- ---------------------------------------------------------------------
<C> <S>
10(s) Supplemental Retirement Benefits Plan, for eligible employees of PCS
Phosphate Company, Inc., incorporated by reference to Exhibit 10(s)
to the Form 10-K.

10(t) Second Amended and Restated Membership Agreement dated January 1,
1995, among Phosphate Chemicals Export Association, Inc. and members
of such association, including Texasgulf Inc. (now PCS Phosphate
Company, Inc.), incorporated by reference to Exhibit 10(t) to the
Form 10-K.

10(u) International Agency Agreement dated January 1, 1995, between
Phosphate Chemicals Export Association, Inc. and Texasgulf Inc. (now
PCS Phosphate Company, Inc.) establishing Texasgulf Inc. as exclusive
marketing agent for such association's wet phosphatic materials,
incorporated by reference to Exhibit 10(u) to the Form 10-K.

10(v) General Partnership Agreement forming Albright & Wilson Company,
dated July 29, 1988 and amended January 31, 1995, between Texasgulf
Inc. (now PCS Phosphate Company, Inc.) and Albright & Wilson
Americas, Inc., incorporated by reference to Exhibit 10(v) to the
Form 10-K.

10(w) Royalty Agreement dated October 7, 1993, by and between the
registrant and Rio Algom Limited, incorporated by reference to
Exhibit 10(x) to the Form 10-K.

10(x) Amending Resolution and revised forms of agreement regarding
Supplemental Retirement Income Plan of the registrant.

10(y) Employment Agreement dated May 16, 1996, by and between PCS Phosphate
Company, Inc. and Thomas J. Wright.

11 Statement re Computation of Per Share Earnings.

27 Financial Data Schedule.
</TABLE>

(b) No reports on Form 8-K were filed by the registrant during the second
quarter of 1996.

16
<PAGE> 18

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.

POTASH CORPORATION OF
SASKATCHEWAN INC.

<TABLE>
<S> <C>
July 31, 1996 By: /s/ CHARLES E. CHILDERS
--------------------------------------------
Charles E. Childers
Chief Executive Officer

July 31, 1996 By: /s/ BARRY E. HUMPHREYS
--------------------------------------------
Barry E. Humphreys
Sr. Vice President, Finance and Treasurer
(Principal Financial and Accounting Officer)
</TABLE>

17
<PAGE> 19

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------------------------------------------------------
<S> <C> <C>
3(i) Restated Articles of Incorporation of the registrant dated October 31,
1989, as amended May 11, 1995, incorporated by reference to Exhibit
3(i) to the registrant's report on Form 10-K for the year ended
December 31, 1995 (the "Form 10-K").
3(ii) Bylaws of the registrant dated March 2, 1995, incorporated by reference
to Exhibit 3(ii) to the Form 10-K.
4(a) Shareholders Rights Agreement dated November 10, 1994, as amended on
March 28, 1995, and May 4, 1995, and approved by shareholders on May
11, 1995, incorporated by reference to Exhibit 4(a) to the Form 10-K.
4(b) Non-revolving Term Credit Facilities Agreement between The Bank of Nova
Scotia and other financial institutions and the registrant dated April
10, 1995, incorporated by reference to Exhibit 4(b) to the Form 10-K.
4(c) First Amending Agreement between The Bank of Nova Scotia and other
financial institutions and the registrant dated May 23, 1995,
incorporated by reference to Exhibit 4(c) to the registrant's report on
Form 10-Q for the quarterly period ended March 31, 1996 (the "Form
10-Q").
4(d) Second Amending Agreement between The Bank of Nova Scotia and other
financial institutions and the registrant dated October 18, 1995,
incorporated by reference to Exhibit 4(d) to the Form 10-Q.
10(a) Suspension Agreement concerning Potassium Chloride from Canada dated
January 7, 1988, among U.S. Department of Commerce, Potash Corporation
of Saskatchewan, International Minerals and Chemical (Canada) Limited,
Noranda, Inc. (Central Canada Potash Co.), Potash Company of America, a
Division of Rio Algom Limited, S & P Canada, II (Kalium Chemicals),
Cominco Ltd., Potash Company of Canada Limited, Agent for
Denison-Potacan Potash Co. and Saskterra Fertilizers Ltd., incorporated
by reference to Exhibit 10(a) to the registrant's Form F-1 (File No.
33-31303) (the "F-1 Registration Statement").
10(b) Sixth Voting Agreement dated April 22, 1978, between Central Canada
Potash, Division of Noranda, Inc., Cominco Ltd., International Minerals
and Chemical Corporation (Canada) Limited, PCS Sales and Texasgulf
Inc., incorporated by reference to Exhibit 10(f) to the F-1
Registration Statement.
10(c) Canpotex Limited Shareholders Seventh Memorandum of Agreement effective
April 21, 1978, between Central Canada Potash, Division of Noranda
Inc., Cominco Ltd., International Minerals and Chemical Corporation
(Canada) Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
amended by Canpotex S & P amending agreement dated November 4, 1987,
incorporated by reference to Exhibit 10(g) to the F-1 Registration
Statement.
10(d) Producer Agreement dated April 21, 1978, between Canpotex Limited and
PCS Sales, incorporated by reference to Exhibit 10(h) to the F-1
Registration Statement.
10(e) PCS Sales -- Saskterra Special Canpotex Entitlement effective June 13,
1990, incorporated by reference to Exhibit 10(n) to the registrant's
Form S-1 (File No. 33-36283).
10(f) Canpotex/PCS Amending Agreement, dated with effect October 1, 1992,
incorporated by reference to Exhibit 10(f) to the Form 10-K.
10(g) Canpotex PCA Collateral Withdrawing/PCS Amending Agreement, dated with
effect October 7, 1993, incorporated by reference to Exhibit 10(g) to
the Form 10-K.
</TABLE>

18
<PAGE> 20

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------------------------------------------------------
<S> <C> <C>
10(h) Esterhazy Restated Mining and Processing Agreement dated January 31,
1978, between International Minerals and Chemical Corporation (Canada)
Limited and the registrant's predecessor, incorporated by reference to
Exhibit 10(e) to the F-1 Registration Statement.
10(i) Agreement dated December 21, 1990, between International Minerals &
Chemical Corporation (Canada) Limited and the registrant, amending the
Esterhazy Restated Mining and Processing Agreement dated January 31,
1978, incorporated by reference to Exhibit 10(p) to the registrant's
report on Form 10-K for the year ended December 31, 1990.
10(j) Agreement dated October 13, 1995 between the registrant and Charles E.
Childers, incorporated by reference to Exhibit 10(j) to the Form 10-K.
10(k) Potash Corporation of Saskatchewan Inc. Stock Option
Plan -- Unaffiliated Directors, incorporated by reference to Exhibit
4.b. to post-effective amendment No. 5 ("Amendment No. 5") to the
registrant's Form S-8 (File No. 33-37855).
10(l) Potash Corporation of Saskatchewan Inc. Stock Option Plan -- Officers
and Key Employees, incorporated by reference to Exhibit 4.a. to
Amendment No. 5.
10(m) Short Term Incentive Plan of the registrant, effective January 1, 1995,
incorporated by reference to Exhibit 10(m) to the Form 10-K.
10(n) Long-Term Incentive Plan of the registrant, as amended December 15,
1995, incorporated by reference to Exhibit 10(n) to the Form 10-K.
10(o) Resolution and Forms of Agreement for Supplemental Retirement Income
Plan, for officers and key employees of the registrant, incorporated by
reference to Exhibit 10(o) to the Form 10-K.
10(p) Forms of Agreement dated December 30, 1994, between the registrant and
certain officers of the registrant, concerning a change in control of
the registrant, incorporated by reference to Exhibit 10(p) to the Form
10-K.
10(q) Form of Agreement of Indemnification dated August 8, 1995, between the
registrant and certain officers and directors of the registrant,
incorporated by reference to Exhibit 10(q) to the Form 10-K.
10(r) Deferred Compensation Plan, for certain officers of PCS Phosphate
Company, Inc, incorporated by reference to Exhibit 10(r) to the Form
10-K.
10(s) Supplemental Retirement Benefits Plan, for eligible employees of PCS
Phosphate Company, Inc., incorporated by reference to Exhibit 10(s) to
the Form 10-K.
10(t) Second Amended and Restated Membership Agreement dated January 1, 1995,
among Phosphate Chemicals Export Association, Inc. and members of such
association, including Texasgulf Inc. (now PCS Phosphate Company,
Inc.), incorporated by reference to Exhibit 10(t) to the Form 10-K.
10(u) International Agency Agreement dated January 1, 1995, between Phosphate
Chemicals Export Association, Inc. and Texasgulf Inc. (now PCS
Phosphate Company, Inc.) establishing Texasgulf Inc. as exclusive
marketing agent for such association's wet phosphatic materials,
incorporated by reference to Exhibit 10(u) to the Form 10-K.
10(v) General Partnership Agreement forming Albright & Wilson Company, dated
July 29, 1988 and amended January 31, 1995, between Texasgulf Inc. (now
PCS Phosphate Company, Inc.) and Albright & Wilson Americas, Inc.,
incorporated by reference to Exhibit 10(v) to the Form 10-K.
</TABLE>

19
<PAGE> 21

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------------------------------------------------------
<S> <C> <C>
10(w) Royalty Agreement dated October 7, 1993, by and between the registrant
and Rio Algom Limited, incorporated by reference to Exhibit 10(x) to
the Form 10-K.
10(x) Amending Resolution and revised forms of agreement regarding
Supplemental Retirement Income Plan of the registrant.
10(y) Employment Agreement dated May 16, 1996, by and between PCS Phosphate
Company, Inc. and Thomas J. Wright.
11 Statement re Computation of Per Share Earnings.
27 Financial Data Schedule.
</TABLE>

<PAGE> 1

Exhibit 10(x)

POTASH CORPORATION OF SASKATCHEWAN INC.

BOARD OF DIRECTORS

RESOLUTION

WHEREAS by resolution made May 9, 1991 the Corporation adopted a supplemental
retirement income plan (the "Plan");

AND WHEREAS it is desirable that certain amendments be made to the terms of the
Plan;

THEREFORE BE IT RESOLVED:

1. That the terms of the Plan be amended as follows:

i. to provide that supplemental benefits payable under the Plan to
the Executive and his or her spouse shall, upon direction of the
Executive, be paid in a lump sum provided that such benefits
shall be actuarially calculated to reflect a cost neutral
position to the Corporation:

ii. to provide that the automatic form of benefit payable if the
Executive has a spouse on the date benefits are due to commence
shall be an actuarially reduced monthly benefit with 60% of the
reduced amount continuing for the life the Executive's spouse
upon the Executive's death;

iii. to provide that the term "Earnings" shall mean the Executive's
annual base pay plus all bonuses paid or payable to the
Executive in a calendar year.

2. That any two directors or officers of the Corporation be and hereby are
authorized to execute on behalf of the Corporation any documentation required
to reflect the amendments to the Plan as aforesaid.

<PAGE> 2
THIS AGREEMENT made as of this _______________ day of ________________, 1996.

B E T W E E N:

POTASH CORPORATION OF SASKATCHEWAN INC., a corporation
incorporated under the laws of the province of Saskatchewan

(hereinafter called "PCS Inc")

- AND -

of the City of Saskatoon, in the province of Saskatchewan, an
executive of the Corporation

(hereinafter called the "Executive")

WHEREAS the Executive is in the employ of PCS Inc. or one of its direct or
indirect subsidiaries (hereinafter collectively the "Corporation") and renders
valuable service to the Corporation;

AND WHEREAS the Executive is a member of the Potash Corporation of Saskatchewan
Inc. Pension Plan (the "Pension Plan");

AND WHEREAS the Corporation desires to recognize the value of the Executive's
service and to secure his continued employment;

NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Executive and the Corporation covenant and agree as
follows:

1
<PAGE> 3
1. DEFINITIONS

For purposes of this Agreement, the terms "CONTINUOUS SERVICE", and
"SPOUSE" shall have the meanings given those terms in the Pension Plan
from time to time. The term "EARNINGS" shall mean the Executive's
annual base pay plus 100% of all bonuses paid or payable to the
Executive in a calendar year.

For purposes of this Agreement, the term Pension Plan shall also
include any prior or alternate plans from which the Executive is
entitled to benefits by reason of his service with the Corporation.

2. QUALIFICATION FOR PENSION PLAN SUPPLEMENT

To qualify for the supplemental retirement benefits described in this
Agreement, the Executive shall:

(a) remain in the continuous service of the Corporation from the
date of this Agreement until his retirement from the
Corporation; and

(b) not retire from the Corporation prior to age 55.

For purposes of this Agreement, any termination of employment from the
Corporation by the Executive on or after age 55 shall be deemed to be
the Executive's retirement from the Corporation.

2
<PAGE> 4
3. RETIREMENT DATES

(a) NORMAL RETIREMENT
Upon the Executive's retirement from the Corporation at age
65, the Executive shall receive the supplemental retirement
benefits as described in paragraph 4.

(b) EARLY RETIREMENT
If the Executive retires from the Corporation after attaining
age 55, but prior to attainment of age 65, the Executive shall
receive supplemental retirement benefits as described in
paragraph 4, except that such supplemental retirement benefits
shall be reduced by 5/12 of 1% for each month that the
commencement date of the supplemental retirement benefit
payments precedes the Executive's attainment of age 62.

(c) POSTPONED RETIREMENT
If the Executive retires from the Corporation after attaining
age 65, the Executive shall continue to accrue benefits under
this Agreement until his actual retirement date and shall
receive the supplemental retirement benefits as described in
paragraph 4.

3
<PAGE> 5
4. AMOUNT OF SUPPLEMENT

The annual supplemental retirement benefit payable under this
Agreement, if any, shall be calculated as follows:

(a) 5% of the Executive's average 3 highest calendar years' Earnings

multiplied by

the Executive's years (including partial years calculated to
the last full month completed) of Continuous Service up to a
maximum of 10 years

PLUS

(b) 2% of the Executive's average 3 highest calendar years' Earnings

multiplied by

the Executive's years (including partial years calculated to
the last full month completed) of Continuous Service in excess
of 25 years to a maximum of 10 additional years

MINUS

4
<PAGE> 6
5. PAYMENT OF PENSION PLAN SUPPLEMENT

(a) NORMAL FORM

The supplemental retirement benefits payable pursuant to paragraph 4
shall be paid to the Executive upon direction of the Executive by way
of either:

i) equal monthly installments for his lifetime, commencing on the
first day of the month coincident with or next following the
date of the Executive's retirement from the Corporation and
ceasing with the payment due for the month in which the
Executive dies, or

ii) a lump sum payment to be received by the Executive within
thirty days of retirement. The lump sum payment shall
reflect the present value of the supplemental retirement
benefit on a life only basis which shall be calculated to
reflect a cost neutral position to the Corporation when
compared to (i) above.

If either (i) or (ii) is selected by the Executive and such Executive
has a Spouse on the date that supplemental retirement benefits are to
begin, the Spouse of such Executive shall be required to waive the
right to any further benefit under the Supplemental Retirement Income
plan. Such waiver shall be in the form prepared by the Corporation.

(b) OPTIONAL FORMS OF PAYMENT

If the Executive has a Spouse on the date that the supplemental
retirement benefit payments are due to commence, such Executive may
elect that a percentage of his monthly benefits be continued to his
Spouse after the Executive's death. Such percentage shall be either
60%, 75% or 100% or some other percentage or manner as selected by the
Executive on an actuarially reduced basis.

5
<PAGE> 7

6. DEATH PRIOR TO RETIREMENT
Should the Executive die after attaining age 55 but prior to his
retirement from the Corporation, the Executive's Spouse (if any) shall
receive an annual supplemental retirement benefit equal to the annual
benefit the Spouse would have received had the Executive retired
immediately prior to his death and elected a 60% survivor pension.
The Executive's Spouse may elect to have such benefit paid in a lump
sum which benefit shall be actuarially calculated to reflect a cost
neutral position to the Corporation. The Executive shall not receive
any benefits pursuant to this Agreement if he should die prior to
attaining age 55.

7. FUNDING
The Corporation will not be required to establish or contribute to a
trust fund or other funding arrangement of any kind for the provision
of the supplemental retirement benefit or any other payment which may
become payable under this Agreement. Neither the Executive nor any
other person shall acquire by reason of this Agreement any right in or
title to any assets, funds or property of the Corporation. Any
benefits which become payable hereunder shall be paid from the general
assets of the Corporation. The Executive shall have only a
contractual right to the amounts, if any, payable hereunder unsecured
by any asset of the Corporation. Nothing contained in this Agreement
constitutes a guarantee by the Corporation that the assets of the
Corporation shall be sufficient to pay any benefit to any person.
The Corporation agrees to purchase a letter of credit from a financial
institution to secure the benefits of the Executive.

8. SUCCESSORS AND ASSIGNS
This Agreement shall enure to the benefit of and be binding upon the
Corporation and its assigns and upon the Executive and his heirs,
executors, administrators, successors and assigns.

6
<PAGE> 8
9. WITHHOLDING TAX
The benefits payable pursuant to this Agreement shall be subject to
such withholding tax as required by law.

10. AMENDMENT
This Agreement may be amended at any time upon the written agreement
of the Corporation and the Executive. This Agreement when duly
signed by the Corporation and the Executive shall replace any prior
Agreement dealing with Supplemental Executive Retirement Income.

11. GOVERNING LAWS
This Agreement shall be governed by the laws applicable in the
province of Saskatchewan.

IN WITNESS WHEREOF the Corporation has executed this Agreement by its duly
authorized officers on its behalf and the Executive has executed this Agreement
as of the date first above written.

Potash Corporation of Saskatchewan Inc.

-----------------------------------

Executive:

-----------------------------------

SIGNED SEALED AND DELIVERED
in the presence of:

__________________________________
Name of Witness

__________________________________
Signature of Witness

7
<PAGE> 9
THIS AGREEMENT made as of this _______________ day of ________________, 1996.

B E T W E E N:

POTASH CORPORATION OF SASKATCHEWAN INC., a corporation
incorporated under the laws of the province of Saskatchewan

(hereinafter called "PCS Inc.")

- AND -

of the City of Saskatoon, in the province of Saskatchewan, an
executive of the Corporation

(hereinafter called the "Executive")

WHEREAS the Executive is in the employ of PCS Inc. or one of its direct or
indirect subsidiaries (hereinafter collectively the "Corporation") and renders
valuable service to the Corporation;

AND WHEREAS the Executive is a member of the Potash Corporation of Saskatchewan
Inc. Pension Plan (the "Pension Plan");

AND WHEREAS the Corporation desired to recognize the value of the Executive's
service and to secure his continued employment;

NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Executive and the Corporation covenant and agree as
follows:

1
<PAGE> 10
1. DEFINITIONS

For purposes of this Agreement, the term Pension Plan shall also
include any prior or alternate plans from which the Executive is
entitled to benefits by reason of his service with the Corporation.

2. QUALIFICATION FOR PENSION PLAN SUPPLEMENT

To qualify for the supplemental retirement benefits described in this
Agreement, the Executive shall:

(a) remain in the continuous service of the Corporation from the
date of this Agreement until his retirement from the
Corporation; and

(b) not retire from the Corporation prior to age 55.

For purposes of this Agreement, any termination of employment from the
Corporation by the Executive on or after age 55 shall be deemed to be
the Executive's retirement from the Corporation.

2
<PAGE> 11
3. RETIREMENT DATES

(a) NORMAL RETIREMENT
Upon the Executive's retirement from the Corporation at age
65, the Executive shall receive the supplemental retirement
benefits as described in paragraph 4.

3
<PAGE> 12
4. AMOUNT OF SUPPLEMENT

The annual supplemental retirement benefit payable under this
Agreement, if any, shall be calculated as follows:

(a) 2% of the Executive's average 3 highest calendar years' Earnings

multiplied by

the Executive's years (including partial years calculated to
the last full month completed) of Continuous Service up to a
maximum of 35 years

minus

(b) the annual retirement benefit which can be provided to the
Executive under the Pension Plan on a life-only basis.

4
<PAGE> 13
5. PAYMENT OF PENSION PLAN SUPPLEMENT

(a) NORMAL FORM

The supplemental retirement benefits payable pursuant to paragraph 4
shall be paid to the Executive upon direction of the Executive by way
of either:

(b) OPTIONAL FORMS OF PAYMENT

5
<PAGE> 14
6. DEATH PRIOR TO RETIREMENT
Should the Executive die after attaining age 55 but prior to his
retirement from the Corporation, the Executive's Spouse (if any) shall
receive an annual supplemental retirement benefit equal to the annual
benefit the Spouse would have received had the Executive retired
immediately prior to his death and elected a 60% survivor pension.
The Executive's Spouse may elect to have such benefit paid in a lump
sum which benefit shall be actuarially calculated to reflect a cost
neutral position to the Corporation. The Executive shall not receive
any benefits pursuant to this Agreement if he should die prior to
attaining age 55.

6
<PAGE> 15
9. WITHHOLDING TAX
The benefits payable pursuant to this Agreement shall be subject to
such withholding tax as required by law.

10. AMENDMENT
This Agreement may be amended at any time upon the written agreement
of the Corporation and the Executive. This Agreement duly signed by
the Corporation and the Executive shall replace any prior Agreement
dealing with Supplemental Executive Retirement Income.

11. GOVERNING LAWS
This Agreement shall be governed by the laws applicable in the
province of Saskatchewan.

IN WITNESS WHEREOF the Corporation has executed this Agreement by its duly
authorized officers on its behalf and the Executive has executed this Agreement
as of the date first above written.

Potash Corporation of Saskatchewan Inc.

----------------------------------------

Executive:

----------------------------------------

SIGNED SEALED AND DELIVERED
in the presence of:

__________________________________
Name of Witness

__________________________________
Signature of Witness

7
<PAGE> 16
THIS AGREEMENT made as of this _______________ day of ________________, 1996.

B E T W E E N:

POTASH CORPORATION OF SASKATCHEWAN INC., a corporation
incorporated under the laws of the province of Saskatchewan

(hereinafter called "PCS Inc")

- AND -

of the City of Saskatoon, in the province of
Saskatchewan, an executive of the Corporation

(hereinafter called the "Executive")

WHEREAS the Executive is in the employ of PCS Inc. or one of its direct or
indirect subsidiaries (hereinafter collectively the "Corporation") and renders
valuable service to the Corporation;

AND WHEREAS the Executive is a member of the Pension Plan;

AND WHEREAS the Corporation desires to recognize the value of the Executive's
service and to secure his continued employment;

NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Executive and the Corporation covenant and agree as
follows:

1
<PAGE> 17
1. DEFINITIONS

For purposes of this Agreement, the term Pension Plan means the Potash
Corporation of Saskatchewan Pension Plan and also includes any prior or
alternate plans from which the Executive is entitled to benefits by
reason of his service with the Corporation.

2. QUALIFICATION FOR PENSION PLAN SUPPLEMENT

To qualify for the supplemental retirement benefits described in this
Agreement, the Executive shall:

(a) remain in the continuous service of the Corporation from the
date of this Agreement until his retirement from the
Corporation; and

(b) not retire from the Corporation prior to age 55.

For purposes of this Agreement, any termination of employment from the
Corporation by the Executive on or after age 55 shall be deemed to be
the Executive's retirement from the Corporation.

2
<PAGE> 18
3. RETIREMENT DATES

(a) NORMAL RETIREMENT
Upon the Executive's retirement from the Corporation at age
65, the Executive shall receive the supplemental retirement
benefits as described in paragraph 4.

3
<PAGE> 19
4. AMOUNT OF SUPPLEMENT

The annual supplemental retirement benefit payable under this
Agreement, if any, shall be calculated as follows:

(a) 5% of the Executive's average 3 highest calendar years' Earnings

multiplied by

the Executive's years (including partial years calculated to
the last full month completed) of Continuous Service up to a
maximum of 10 years

PLUS

(b) 2% of the Executive's average 3 highest calendar years' Earnings

multiplied by

the Executive's years (including partial years calculated to
the last full month completed) of Continuous Service in excess
of 25 years to a maximum of 10 additional years

MINUS

4
<PAGE> 20
5. PAYMENT OF PENSION PLAN SUPPLEMENT

(a) NORMAL FORM

The supplemental retirement benefits payable pursuant to paragraph 4
shall be paid to the Executive upon direction of the Executive by way
of either:

(b) OPTIONAL FORMS OF PAYMENT

5
<PAGE> 21
6. DEATH PRIOR TO RETIREMENT
Should the Executive die after attaining age 55 but prior to his
retirement from the Corporation, the Executive's Spouse (if any) shall
receive an annual supplemental retirement benefit equal to the annual
benefit the Spouse would have received had the Executive retired
immediately prior to his death and elected a 60% survivor pension.
The Executive's Spouse may elect to have such benefit paid in a lump
sum which benefit shall be actuarially calculated to reflect a cost
neutral position to the Corporation. The Executive shall not receive
any benefits pursuant to this Agreement if he should die prior to
attaining age 55.

6
<PAGE> 22
9. WITHHOLDING TAX
The benefits payable pursuant to this Agreement shall be subject to
such withholding tax as required by law.

11. GOVERNING LAWS
This Agreement shall be governed by the laws applicable in the
province of Saskatchewan.

IN WITNESS WHEREOF the Corporation has executed this Agreement by its duly
authorized officers on its behalf and the Executive has executed this Agreement
as of the date first above written.

Potash Corporation of Saskatchewan Inc.

---------------------------------------

Executive:

---------------------------------------

SIGNED SEALED AND DELIVERED
in the presence of:

__________________________________
Name of Witness

__________________________________
Signature of Witness

<PAGE> 1

Exhibit 10(y)

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made and entered into as of the 16th day of May, 1996, by
and between PCS PHOSPHATE COMPANY, INC. (formerly Texasgulf Inc.), a Delaware
Corporation (the "Company"), and THOMAS J. WRIGHT ("Employee").

W I T N E S S E T H:

WHEREAS, the Company recognizes that Employee's contribution to the growth and
success of the Company has been substantial and desires to assure the Company
of Employee's continued employment, and

WHEREAS, Employee is desirous of continuing to serve the Company on the terms
herein provided;

NOW THEREFORE, in consideration of the promises hereinafter set forth, the
parties agree as follows:

1. Employment. The Company agrees to continue to employ Employee, and
Employee agrees to continue to serve the Company, subject to the terms
and conditions set forth herein.

2. Term. The employment of Employee by the Company as provided in
Section 1. hereof will be for a period commencing on the date hereof
and ending on March 31, 1998, unless further extended or sooner
terminated as herein provided.

3. Position and Duties. During the term of this Agreement, Employee
shall serve as Executive Vice President of the Company with general
responsibility for all phosphate and feed operations. Employee agrees
to devote all of his business time, skill, attention and best efforts
during normal business hours to the business of the Company to the
extent necessary to discharge the responsibilities assigned to him
during the period of his employment hereunder, except for (i) service
on other corporate, civic or charitable boards or committees not
significantly interfering with is duties hereunder and (ii) usual,
ordinary and customary periods of vacation.

4. Compensation

i. Base Salary. Employee shall receive a base salary ("Base
Salary") at a monthly rate of $34,166.67 during the term of
this Agreement. The Base Salary shall be reviewed at least
once each year. Any increase in Base Salary or other
compensation shall in no way limit or reduce any other
obligation of the Company hereunder, and once established at
an increased rate, the Base Salary hereunder shall not
thereafter be reduced.

1
<PAGE> 2

ii. Incentive Compensation; Bonuses. In addition to Base Salary,
Employee shall be entitled to participate in incentive plans
and stock option plans of Potash Corporation of Saskatchewan
Inc. ("PCS") for key employees of PCS and its subsidiaries in
effect from time to time.

iii. Deferred Compensation. Employee will be protected for the
full amount standing to his credit in his deferred
compensation account as at February 29, 1996 and will be
entitled to payments, upon retirement, in accordance with the
Texasgulf deferred compensation program as it existed April
10, 1995. Employee's compensation may not, after February 29,
1996, be deferred.

iv. Expenses. During the term of Employee's employment hereunder,
Employee shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by Employee in accordance
with the policies and procedures of the Company.

v. Benefit Plans. Employee shall be entitled to participate in
or receive benefits under all of the Company's benefit plans,
policies, practices and arrangements in which Employee is
presently eligible to participate, or plans and arrangements
substituted herefor. Employee shall be entitled to
participate in or receive benefits under any pension plan,
profit-sharing plan, savings plan, life insurance, health and
accident plan, short or long-term disability plan or
arrangement or other benefit plan (collective, the "Benefit
Plans") made available by the Company in the future to its
executives or key management employees, subject to and on a
basis consistent with the terms, conditions and overall
administration of such Benefit Plans. The Company agrees to
secure payment by it of all non-qualified deferred
compensation benefits promised to Employee, including but not
limited to (a) benefits under any deferred compensation
agreements entered into between the Company and Employee and
(b) benefits under the Company's non-qualified excess benefits
pension plan, in a manner consistent with general corporate
practice to protect such benefits.

vi. Vacations. Employee shall be entitled to paid vacation in
accordance with Company's vacation policy as in effect from
time to time. Employee shall be entitled to all paid holidays
given by the Company to its employees.

vii. Perquisites. Employee shall be entitled to continue to
receive fringe benefits and perquisites, including without
limitation the use of an automobile and the payment by the
Company of initiation fees and dues for country clubs,
luncheon clubs, or similar facilities in accordance with the
Company's policy presently in effect.

5. Termination

i. Death. This Agreement shall terminate automatically upon the
death of

2
<PAGE> 3

Employee, subject to the provisions of subparagraphs 6(i) and
6(v) hereof.

ii. Cause. The Company may terminate Employee's employment for
Cause. For the purpose of this Agreement, the Company shall
have "Cause" to terminate Employee's employment hereunder upon
(A) the willful and continued failure by Employee to
substantially perform his duties with the Company (other than
any such failure resulting from Employee's incapacity due to
physical or mental illness), after a demand for substantial
performance is delivered to Employee that specifically
identifies the manner in which the Company believe that
Employee has not substantially performed his duties, or (B)
the willful engaging by Employee in gross misconduct
materially and demonstrably injurious to the Company. For the
purpose of this paragraph, no act, or failure to act, on
Employee's part shall be considered "willful" unless done, or
omitted to be done, by Employee in bad faith and without
reasonable belief that Employee's action or omission was in
the best interest of the Company.

iii. Good Reason. Employee may terminate his employment for Good
Reason. For purposes of this Agreement, "Good Reason" shall
mean:

A. without the express written consent of Employee, (x)
the assignment to Employee of any duties materially
inconsistent with Employee's present position,
duties, responsibilities and status with the Company,
or (y) over Employee's objection, a substantial
reduction of Employee's duties and responsibilities;

B. a reduction by the Company in Employee's Base Salary;

C. the failure by the Company to continue in effect any
Benefit Plan, unless a substitute plan or plans
provide Employee with a substantially similar level
of benefits;

D. any failure of the Company to obtain the assumption
of the obligation to perform this Agreement by any
successor as contemplated in paragraph 8. hereof; or

E. any purported termination of Employee's employment
that is not effected pursuant to a Notice of
Termination satisfying the requirements of
subparagraph (iv) below; and for purpose of this
Agreement, no such purported termination shall be
effective.

iv. Notice of Termination.

Any termination by the Company for Cause or by Employee for
Good Reason or otherwise shall be communicated by Notice of
Termination to the other party

3
<PAGE> 4
hereto. "Notice of Termination" shall mean a written notice
which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis
for termination of Employee's employment under the provision
so indicated.

v. Date of Termination. "Date of Termination" shall mean the
date specified in the Notice of Termination; provided that if
within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of termination notifies
the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date finally
determined to be the Date of Termination, either by mutual
written agreement of the parties or by a binding and final
arbitration award.

6. Compensation Upon Termination or Death

i. If Employee's employment is terminated by reason of
Employee's death, this Agreement shall terminate, and
no further compensation shall be payable to Employee
hereunder except as specifically provided herein;
provided, however, that Employee's estate, heirs and
beneficiaries shall be entitled to receive the full
amount of the Base Salary for the month in which
death occurs, the amount payable under the
Survivorship Plan and all other benefits available to
them under the Company's Benefit Plans.

ii. If Employee's employment shall be terminated for
Cause, or if Employee terminates his employment other
than for Good Reason, the Company shall pay Employee
his full Base Salary through the Date of Termination
at the rate in effect at the time Notice of
Termination is given, and the Company shall have no
further obligations to Employee under this Agreement.
Employee's rights under Benefit Plan or other
agreements shall be determined by the provisions
contained therein.

iii. If the Company shall terminate Employee's employment
other than for Cause, or if Employee shall terminate
his employment for Good Reason, then the Company
shall pay to Employee as liquidated damages in a lump
sum on the fifteenth day following the Date of
Termination, the following amounts:

A. Employee's full Base Salary through the Date
of Termination at the rate in effect at the
time Notice of Termination is given;

B. in lieu of any further salary payments to
Employee for periods subsequent to the Date
of Termination, an amount equal to the
product of (a) Employee's Base Salary at the
rate in effect as of the Date of Termination,
multiplied by the number of months, including

4
<PAGE> 5
partial months, remaining in the term of this
Agreement;

C. all reasonable legal fees and other
reasonable expenses incurred by Employee as
a result of such termination.

iv. If the Company terminates Employee other than for
Cause, or if Employee terminates his employment for
Good Reason, the Company shall retain in full force
and effect for the continued benefit of Employee and
his eligible dependents and beneficiaries, until the
last day of the term of this Agreement, the employee
benefits under the Company's Benefit Plans that they
were eligible to receive immediately prior to the
Date of Termination, subject to the terms and
conditions of the Benefit Plans, provided that
Employee's continued participation or the
participation of such eligible dependents or
beneficiaries is possible under the general terms and
provisions of such Benefit Plans. In the event that
Employee's participation or the participation of such
eligible dependents or beneficiaries in any such
Benefit Plan is barred, the Company shall arrange to
provide Employee or such eligible dependents or
beneficiaries for such period with benefits
substantially similar to those which Employee and
such eligible dependents or beneficiaries would be
entitled to receive under such Benefit Plans. At the
end of the period of coverage, Employee shall have
the option to have assigned to him at no cost and
with no apportionment of prepaid premiums, any
assignable insurance policy owned by the Company and
relating specifically to Employee. The provisions of
this subparagraph 6.(iv) shall be in addition to and
not in limitation of the provisions of subparagraph
6.(v) below.

v. If the Employee shall be terminated by the Company
other than for Cause, or if Employee terminates his
employment for Good Reason, or if Employee shall die
after such termination and during what would
otherwise be the term of this Agreement, then, in
addition to the other payment provided for in this
paragraph 6., Employee and his eligible dependents
and beneficiaries shall be entitled to receive from
the Company benefits equivalent to the retirement and
death benefits they would have been entitled to
receive under the Company's retirement and death
benefit plans if Employee had been employed pursuant
to this Agreement throughout the entire term of this
Agreement, or to the date of his death, as the case
may be.

vi. Employee shall not receive payments of Base Salary
under this Agreement for any period during which
Employee receive payments under the Company's short
or long-term disability plans.

vii. Employee shall not be required to mitigate the amount
of any payment

5
<PAGE> 6
provided for in this paragraph 6. by seeking other
employment or otherwise, nor shall the amount of any
payment provided for in this paragraph 6. be reduced
by any compensation earned by Employee as the result
of employment by another employer after the Date of
Termination, or otherwise.

viii. Employee's rights under deferred compensation
agreements shall be determined by the provisions
contained therein.

7. Confidential Information. During the course of his employment,
Employee will have access to confidential records, data, formulae,
specifications and secret inventions and processes owned and developed
by and use in the course of the business of the Company and its
subsidiaries and which will be disclosed to Employee in confidence.
Employee agrees that he will not, during the term or after the
conclusion of his employment by the Company, except as may be
reasonably necessary or appropriate in connection with the performance
by Employee of his duties as an executive of the Company or as may be
authorized by the written consent of the Company, either directly or
indirectly, use, publish or disclose, or authorized anyone else to
use, publish or disclose, any proprietary knowledge or information
concerning any such records, data, formulae, specifications,
inventions or processes relating to the business of the Company and
its subsidiaries.

8. Successors; Binding Agreement.

i. The Company shall require any successor to all or
substantially all of the business or assets of the Company
(whether direct or indirect, by purchase, merger,
consolidation or otherwise), by agreement in form and
substance satisfactory to Employee, to expressly assume and
agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if
no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business or assets as
aforesaid which executes and delivers the agreement provided
for in this paragraph 8. or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of
law.

ii. This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees and legatees.

9. Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
certified mail, return receipt requested, postage prepaid, addressed
as follows:

6
<PAGE> 7

If to the Employee:

Mr. Thomas J. Wright
3604 Ranlo Drive
Raleigh, North Carolina 27612

If to the Company:

PCS Phosphate Company, Inc.
c/o Potash Corporation of Saskatchewan Inc.
500, 122 First Avenue South
Saskatoon, Saskatchewan
S7K 7G3
Attention: Chief Executive Officer, PCS Inc.

or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change
of address shall be effective only upon receipt.

10. Miscellaneous. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed
to in writing signed by Employee and an appropriate officer of the
Company. No waiver by either part at any time of any breach by the
other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same time or
at any prior or subsequent time. The validity, interpretation,
construction and performance of this Agreement shall be governed by
the laws of the State of North Carolina.

11. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

12. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by
arbitration in accordance with the rules of the American Arbitration
Association then in effect. The decision of the arbitrator shall be
final and binding on both parties. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.

13. Headings. The headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of
any provision of this Agreement.

7
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.

PCS PHOSPHATE COMPANY, INC.

By: /s/ C.E. CHILDERS
-------------------------------

By: /s/ JOHN HAMPTON
-------------------------------

THOMAS J. WRIGHT

/S/ THOMAS J. WRIGHT
-----------------------------------

<PAGE> 1

Exhibit 11

POTASH CORPORATION OF SASKATCHEWAN INC.
COMPUTATION OF PER SHARE EARNINGS
FOR THE PERIODS ENDED JUNE 30
(Figures and amounts expressed in thousands, except per share and per option
amounts)

<TABLE>
<CAPTION>
YTD-1996 YTD-1995 Q2-1996 Q2-1995
<S> <C> <C> <C> <C>
A Net Income as reported, Canadian GAAP 116,076 99,219 52,398 47,744
B Items adjusting net income (4,318) - (1,091) -
C Net income, US GAAP (A+B) 111,758 99,219 51,307 47,744

D Weighted average number of shares outstanding 45,513 43,016 45,543 43,036

E Options outstanding to purchase equivalent shares 1,289 974 1,289 974

F Average exercise price per option 43.55 34.74 43.55 34.74

G Average market price per share 67.91 43.37 65.47 48.34

H Period end market price per share 66.25 55.88 66.25 55.88

I Rate of Return available on option proceeds 0.05 0.05 0.05 0.05

CANADIA GAAP

Basic earnings per share (A/D) 2.55 2.31 1.15 1.11

Fully diluted earnings per share
J Imputed earnings on option proceeds (E*F*I) 2,806 1,691 2,806 1,691

Fully diluted earnings per share ((A+J)/(D+E)) 2.54 2.29 1.18 1.12

UNITED STATES GAAP

Primary earnings per share
K Net additional shares issuable (E-(E*F/G)) 462 194 432 274

Primary earnings per share (C/(D+K)) 2.43 2.30 1.12 1.10

Fully diluted earnings per share
L Net additional shares issuable (E-(E*F/H)) 442 368 442 368

Fully diluted earnings per share (C/(D+L)) 2.43 2.29 1.12 1.10

D+K Weighted average shares for US GAAP 45,975 43,210 45,975 43,310
</TABLE>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 7,290
<SECURITIES> 0
<RECEIVABLES> 214,661
<ALLOWANCES> (4,503)
<INVENTORY> 222,747
<CURRENT-ASSETS> 465,652
<PP&E> 2,483,616
<DEPRECIATION> (497,911)
<TOTAL-ASSETS> 2,497,595
<CURRENT-LIABILITIES> 256,673
<BONDS> 639,800
0
0
<COMMON> 629,571
<OTHER-SE> 706,398
<TOTAL-LIABILITY-AND-EQUITY> 2,497,595
<SALES> 719,240
<TOTAL-REVENUES> 719,240
<CGS> 515,738
<TOTAL-COSTS> 515,738
<OTHER-EXPENSES> 42,014
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,746
<INCOME-PRETAX> 135,742
<INCOME-TAX> 19,666
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 116,076
<EPS-PRIMARY> 2.55
<EPS-DILUTED> 2.54

</TABLE>