SecProbe.io

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								June 9, 2005

Mr. Bruce G. Waterman
Senior Vice President, Finance & Chief Financial Officer
Agrium Inc.
13131 Lake Fraser Drive S.E.
Calgary A0 T2J7E8
Canada

	Re:	Agrium Inc.
		Form 40-F for the Fiscal Year Ended December 31, 2004
      Filed February 14, 2005
		File No. 001-14460

Dear Mr. Waterman:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise
your document in response to these comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments. The
page
numbers referenced below correspond to those utilized in the Form
40-
F.

	 Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 40-F for the Fiscal Year Ended December 31, 2004

Evaluation of Disclosure Controls and Procedures, Page 3

1. We note your statement that the "disclosure controls and
procedures
were adequate and effective to ensure that material information
relating to the Registrant and its consolidated subsidiaries would
be
made known to them by others within those entities."  In your
future
filings, please revise your statement to reflect the following:
A. It does not appear that your certifying officers have reached a
conclusion that your disclosure controls and procedures were
effective
to ensure that information required to be disclosed by you in the
reports that you file or submit under the Act is recorded,
processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms. Please refer to Exchange Act Rule
13a-
15(e).
B. Revise to clarify, if true, that your officers concluded that
your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management to allow timely decisions regarding required
disclosure.
Please refer to Exchange Act Rule 13a-15(e).

Exhibit 99.3

Revenue Recognition, Page 6

2. We note that you recognize revenue when the product is
delivered to
the customer or when the risks and rewards of ownership are
otherwise
transferred to the customer. Please describe instances in which
you
would recognize revenue without the occurrence of physical
delivery to
your customers.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

	You may contact Yong Choi, Staff Accountant at (202) 551-3758
or
Kim Calder, Assistant Chief Accountant at (202) 551-3701 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,

								April Sifford
								Branch Chief

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Mr. Bruce G. Waterman
Agrium Inc.
June 9, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05

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