INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009

2 Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

3 Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2009 (the “Original Statement”), as amended by Amendment No. 1 filed with the SEC on November 3, 2009 and Amendment No. 2 filed with the SEC on November 13, 2009 (the Original Statement and such amendments, together with this Amendment No. 3, are collectively referred to herein as the “Statement”), by CF Industries Holdings, Inc., a Delaware corporation (“CF Holdings”), CF Industries, Inc., a Delaware corporation and wholly-owned subsidiary of CF Holdings (“CF Industries”), and CF Composite, Inc., a New York corporation and wholly-owned subsidiary of CF Industries (“CF Composite” and, together with CF Holdings and CF Industries, the “Reporting Persons”).  Except as set forth in this Amendment No. 3, all information set forth in the Statement remains unchanged and capitalized terms used but not defined in this Amendment No. 3 shall have the meanings ascribed to such terms in the Original Statement.

Item 4.                                                           Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented by adding the following at the end of the section entitled “CF Holdings’ Proposals and Actions Related to a Business Combination with the Company”:

Following the Company’s 2009 Annual Meeting, representatives of CF Holdings spoke with representatives of the Company to discuss appropriate next steps to further a transaction between the two companies and expressed the willingness of CF Holdings to negotiate the terms of its offer.  Among other things, the CF Holdings representatives stated that if Terra were prepared to meet and negotiate a transaction in the near term, CF Holdings would be willing to enter into a merger agreement that gave the Company the opportunity to seek higher offers through a “go shop” provision.  On November 21, 2009, CF Holdings delivered to the Company a revised form of merger agreement (the “New Merger Agreement”) reflecting this approach.  A copy of the New Merger Agreement is filed as Exhibit 13 hereto and incorporated herein by reference.

Item 4 of the Statement is hereby amended and supplemented by adding the following at the end of the section entitled “Election of Directors at the Company’s 2009 Annual Meeting of Stockholders”:

Based on a preliminary count by CF Holdings’ proxy solicitor, CF Holdings’ Nominees were elected to the Board at the Company’s 2009 Annual Meeting on November 20, 2009.

Item 7.                                                           Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented by adding the following Exhibit:

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  November 23, 2009

EXHIBIT INDEX

(1) Previously filed as an Exhibit to the Original Statement.

(2) Previously filed as an Exhibit to Amendment No. 1 to the Original Statement, filed with the SEC on November 3, 2009.

(3) Previously filed as an Exhibit to Amendment No. 2 to the Original Statement, filed with the SEC on November 13, 2009.