TERRA NITROGEN CO L P /DE
8-K, 1999-06-10
AGRICULTURAL CHEMICALS
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT



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



         Date of Report (Date of earliest event reported): June 9, 1999



                          TERRA NITROGEN COMPANY, L.P.
             (Exact name of registrant as specified in its charter)



           Delaware                       1-10877                73-1389684
(State or other jurisdiction of      (Commission File         (I.R.S. Employer
incorporation or organization)            Number)            Identification No.)


             Terra Centre
           600 Fourth Street
             P.O. Box 6000
           Sioux City, Iowa                     51102-6000
(Address of principal executive offices)        (Zip Code)


       Registrant's telephone number, including area code: (712)277-1340


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ITEM 5.  Other Events.
         ------------

     On June 9, 1999, Terra Nitrogen Company, L.P. issued the press release
contained in Exhibit 1 hereto, which is incorporated by reference herein.

                                 SIGNATURE

     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.


                                    TERRA NITROGEN COMPANY, L.P.


                                    By:  Terra Nitrogen Corporation
                                    Its: General Partner



                                    By:  /s/ George H. Valentine
                                         -----------------------
                                         George H. Valentine
                                         Vice President and General Counsel


Date: June 10, 1999

                                       2

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                                                                       Exhibit 1

        TERRA NITROGEN COMPANY, L.P. DISCONTINUES ACCOUNTS RECEIVABLE
                            SECURITIZATION FACILITY
         AND ANNOUNCES EXPECTATION OF NO CASH DISTRIBUTION DURING 1999

Sioux City, Iowa (June 9, 1999) -- Terra Nitrogen Company, L.P. (TNCLP)
(NYSE:TNH) has announced that its participation in an accounts receivable
securitization facility will not be renewed beyond its current three-year term
ending August 20, 1999. The facility was made possible through Terra Industries
Inc. (Terra), general partner of TNCLP, who has indicated it will not extend the
arrangement's term. Terra's sale of its Distribution business, expected to close
on June 30, 1999, will result in a significant reduction in eligible accounts
receivable, eliminating the availability of the program.

In 1996, when TNCLP entered into the accounts receivable securitization program,
unitholders received cash distributions of $0.61 per limited partnership unit in
connection with cash flows generated under the facility.  Upon termination of
the facility, TNCLP will be required to repurchase previously securitized
accounts receivable, which will reduce future cash distributions.

As a result of cash needs to repurchase accounts receivable and lower nitrogen
prices than in 1998, TNCLP management believes it is unlikely the partnership
will generate any Available Cash for distributions to unitholders during 1999.

TNCLP is one of the largest U.S. manufacturers and marketers of nitrogen
fertilizer products.

                                  #    #    #

Note: Terra Nitrogen's news releases are available by fax at no charge by
calling 800-758-5804, code 106067.

This news release contains forward-looking statements.  Such statements involve
risks and uncertainties and should be considered along with the factors
affecting our business as discussed on pages 5 and 6 in the 1998 annual report
to unitholders.


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