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CORRESP
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corresp

    13131 Lake Fraser Drive S.E.

    Calgary, Alberta, Canada T2J 7E8

    Bruce G. Waterman

    Telephone:

    (403) 225-7000

    Senior Vice President, Finance &

    Direct Line:

    (403) 225-7297

    Chief Financial Officer

    Facsimile:

    (403) 225-7628

VIA EDGAR

July 13, 2005

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

Agrium Inc.

Form 40-F (File No. 001-14460)

Ladies and Gentlemen:

Reference is made to your correspondence dated June 29, 2005 and the additional comment by the SEC
Staff in respect of our Response Letter dated June 22, 2005 concerning the Form 40-F (the “Form
40-F”) of Agrium Inc., a Canadian corporation (the “Company”), for the fiscal year ended December
31, 2004. We have reproduced your comment for ease of reference and the Company’s response follows
thereafter:

Comment 1:

    Evaluation of Disclosure Controls and Procedures, Page 3

    1.
    We note your proposed statement that “disclosure controls and procedures provide a
reasonable level of assurance that they are effective, they do not expect that the
disclosure controls and procedures or internal control over financial reporting will
prevent all errors and fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that the objectives of the
control system are met.” Please revise to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable assurance of achieving their
objectives and that your principal executive officer and principal financial officer
concluded that your disclosure controls and procedures are effective at that reasonable
assurance level. In the alternative, remove the reference to the level of assurance of
our disclosure controls and procedures.

- 2 -

Response to Comment 1

    In our future filings, we propose to add the following statement to our disclosure relating
to the evaluation of disclosure controls and procedures by our certifying officers:

    “The Registrant’s disclosure controls and
procedures are designed to provide reasonable assurance of achieving their objectives
and, as indicated in the preceding paragraph, the CEO and CFO believe that the
Registrant’s disclosure controls and procedures are effective at that reasonable
assurance level, although the CEO and CFO do not expect that the disclosure controls and
procedures or internal control over financial reporting will prevent all errors and
fraud. A control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are
met.”

* * * *

The Company hereby acknowledges that:

    •
    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings, including the Form 40-F;

    •
    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the Company’s filings,
including the Form 40-F; 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 the event that you have any comments or questions concerning the above responses, please do not
hesitate to contact the undersigned by telephone at (403) 225-7297 or by e-mail at
bwaterma@agrium.com at your convenience.

    Yours truly,

/S/ Bruce G. Waterman

Bruce G. Waterman

Senior Vice President, Finance

& Chief Financial Officer

    cc:

    Andrew J. Foley

    Paul, Weiss, Rifkind, Wharton & Garrison LLP