SecProbe.io

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``

June 16, 2005

Mr. Stephen R. Wilson
President and Chief Executive Officer
CF Industries Holdings, Inc.
One Salem Lake Drive
Long Grove, IL  60047

	Re:	CF Industries Holdings, Inc.
		Form S-1 filed May 16, 2005
		File No. 333-124949

Dear Mr. Wilson:

      We have completed our review of the above filing, and we
have
the following 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 or may not raise
additional
comments.

	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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. To the extent comments on one section apply to similar
disclosure
elsewhere, please make corresponding revisions to all affected
disclosure.  This will minimize the need for us to issue
repetitive
comments.

2. Prior to printing and distribution of the preliminary
prospectus,
please provide us with copies of all artwork and any graphics you
wish to include in the prospectus.  Also provide accompanying
captions, if any.  We may have comments after reviewing these
materials.

3. Ensure that your prospectus includes the latest and best
information available.  In your next amendment, also file all
omitted
exhibits and supply the information you currently omit, including,
without limitation:

* the number of shares to be sold;
* the number and percentage of shares to be retained by CF
Industries
Holdings, Inc. after the offering;
* the number of shares to be outstanding;
* status of the new senior credit facility and the amount of
outstanding borrowings;
* identities of new directors and committee members;
* the beneficial ownership information at page 89;
* the number and the percentage of the offered shares to be
reserved
for the directed share program;
* estimates for all unknown amounts, identified as such, in Item
13;
and
* the opinion of counsel regarding legality.

4. Provide the estimated per share price range of the offering or
advise us of the proposed price range.  We note that there is no
market for the shares.  We may have additional comments.

5. It is inappropriate to suggest that the information in the
prospectus is "only" accurate as of its date.  Similarly, it is
inappropriate to include disclaimers and other language that
suggests
that your disclosure may be inaccurate or incomplete, as you have
done under the caption "Market and Industry Data and Forecasts."
Please make necessary revisions and move all such disclosure so
that
the summary and risk factors sections immediately follow the cover
page.

6. We remind you that as stated in Securities Act Release No.
5180, a
registrant is "in registration" at least from the time an issuer
reaches an undertaking with a broker-dealer to the period of 25-40
days during which dealers must deliver a prospectus.  Interviews
conducted by your principals during this period may raise Section
5
concerns since they may be selling material.  Any selling material
outside the statutory prospectus violates the Securities Act
unless a
final prospectus is delivered prior to or simultaneously with that
additional selling material.  Please acknowledge the staff`s
position
in your response.

7. Tell us whether the underwriters will engage in any electronic
offer, sale or distribution of the units and describe their
procedures to us.  If you become aware of any additional members
of
the underwriting syndicate that may engage in electronic offers,
sales or distributions after you respond to this comment, promptly
supplement your response to identify those members and provide us
with a description of their procedures.

Briefly describe any electronic distribution in the filing.
Consult
Releases 33-7233 and 33-7289 for guidance.

Also, in your discussion of your procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular, address:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of  indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.

	Finally, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, identify the party and the
website, describe the material terms of your agreement and provide
us
with a copy of any written agreement.  Provide us also with copies
of
all information concerning your company or prospectus that has
appeared on their website.  Again, if you subsequently enter into
any
such arrangements, promptly supplement your response.  We may
comment
further.

Summary

8. Provide us with support for your market share assertions and
your
claims regarding having the "largest" and "most versatile nitrogen
fertilizer complex" in North America.  Also support your claim
that
your key competitors are "more highly leveraged."

Risk Factors, page 11

9. Revise your captions so that they are precise and concise and
identify in each case the potential harm.  Among captions
requiring
revision are "Our business is cyclical," "Our forward pricing
program
may not be successful" and "Our operations are dependent upon raw
materials provided by third parties."

10. Eliminate language that tends to mitigate the risk or is
extraneous to the risk factor discussion.  Examples include
clauses
that begin "although" or "while," your reference to maintaining
insurance policies at "customary industry" levels and the excess
detail under "Our operations are dependent on numerous required
permits."  Also rather than indicating you cannot "assure" or
provide
assurance of a particular outcome, state the risk directly and
plainly.
The Reorganization Transaction, page 23

11. Advise us whether you considered seeking a ruling by the
Internal
Revenue Service regarding whether the tax benefits from the
related
deferred tax asset would be realizable after the completion of the
offering.  Disclose in necessary detail and with quantification
the
potential consequences relating to the deferred tax asset,
including
the valuation allowance and the amount of payments you might need
to
make to the owners of CF Industries due to taxes actually saved.
Include new Risk Factors disclosure regarding the uncertainty, if
appropriate.  We may have additional comments.

12. Identify the "owners" that are party to the transaction.  We
note
the tabular presentation at page 88 in that regard.  Briefly
disclose
how the transaction was agreed upon, and provide other relevant
background details.

Dividend Policy, page 25

13. Disclose the per share amount and dividend yield, and specify
how
long you intend to pay quarterly cash dividends.  Discuss in
necessary detail the limitations on your ability to pay dividends,
providing quantification as appropriate.  We may have additional
comments.

Management`s Discussion and Analysis, page 32

14. Expand your discussion under "Cash Flows" at page 46 to
explain
in greater detail why you created a new definition for "working
capital."  Also clarify the references to "favorable changes in
working capital" in the same periods that working capital
decreased.
Provide all missing quantification to make the comparisons more
meaningful.

Management, page 78

15. Ensure that you state the principal business conducted by each
employer within the five year period, including Modine
Manufacturing
Co. and Eaton Corporation.

16. A number of sketches appear to include gaps.  Among others,
refer
to the sketches for Messrs. Thomas, Barnard and Summa.  Revise the
sketches to provide months and years for the five year periods, so
that there are no gaps or ambiguities with regard to time.

Certain Relationships and Related Party Transactions, page 87

17. We note your disclosure regarding the terms of the Hayes
Terminal
transaction.  Disclose whether future transactions with affiliates
will be on terms no less favorable to you than could be obtained
from
unaffiliated third parties.

Underwriters, page 105

18. Expand your disclosure to describe all the "legal matters" and
"other conditions" to which you refer in the second sentence of
the
second textual paragraph on page 105.

19. With a view toward disclosure, advise us whether there are any
agreements or understandings, tacit or otherwise, for the
underwriter
to consider a release of any locked-up shares prior to the
expiration
of the 180 day lockup period.

20. Revise the disclosure in the third sentence under "Pricing of
the
Offering" at page 108 to identify all material factors and to
eliminate the suggestion that you have only included some of the
factors.  See Item 505(a) of Regulation S-K.

Directed Share Program, page 108

21. Provide us with any materials given to potential purchasers of
the reserved shares.

22. Describe the mechanics of how and when these shares will be
offered and sold.  For example, tell us how the prospective
recipients and number of reserved shares are determined.  Tell us
how
and when the issuer and underwriter notified the directed share
investors, including the types of communications used.  Discuss
the
procedures these investors must follow in order to purchase the
offered securities.  Advise us whether direct share purchasers are
required to establish accounts before the effective time.  Explain
how the procedures for the direct share program differ from the
procedures for the general offering to the public.

Financial Statements

23. Continue to monitor the requirement to update your financial
statements, as indicated in Rule 3-12 of Regulation S-X.

24. Provide a currently dated consent from the independent
accountants in your amendment.

Note 15 - Property, Plant & Equipment - Net, page F-23

25. Please remove the reference in the first line item to mineral
reserves and replace it with an appropriate description.  For
example, if the costs relate to mineral rights, you should so
state.
In addition, separately disclose the cost of the land.  We may
have
additional financial statement comments after we have considered
your
responses to the engineering comments in this letter.

Engineering Comments

General

26. You disclose phosphate reserve estimates for your Hardee
phosphate complex.  Please forward to our engineer as supplemental
information, information that establishes the legal, technical and
economic feasibility of the materials designated as reserves, as
required by Section C of SEC`s Industry Guide 7.  This includes:

* Location, property, permitted area and summary geologic maps,
* A brief description of your sampling and analysis procedures,
* Drill-hole maps showing drill intercepts for all reserves,
* A few representative geologic cross-sections and drill logs,
* Listing of criteria used to determine what categories of reserve
your mineral materials should be reported in,
* Justifications for the drill hole spacings used at various
reserve
classification levels,
* A detailed description of your procedures for estimating
"reserves,"
* A breakout of all proven and probable reserves by mine or
property,
* All reserve audit or review reports that were produced for your
mines and properties within the last three years.
* A listing of phosphate rock market prices for the last three
years,
* Copies of pertinent economic, engineering, or geological
reports,
or feasibility studies concerning your properties that are needed
to
establish the existence of reserves as defined in Industry Guide
7.

Provide the name and phone number for a technical person our
engineer
may call, if he has technical questions about your reserves.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

27. Please provide to us:
* A description of land ownership and leases for your phosphate
mining operations.
* The terms of any underlying agreements or royalties that exist
for
each property with reserves listed in this section.

28. Concerning your phosphate reserves, please provide to us:
* A discussion about the types of permits required and extent of
your
completed permitting, either in term of the number of years of
future
production that are currently permitted or a date that permits
expires.
* An assessment of the potential issues that could prevent you
from
further permitting of your phosphate reserves.
* Relate the extent that the areas where you have designated
reserves
have had wetland surveys completed that are used to delimit the
extent of permitable mining areas.

29. Please provide to us the following:
* An assessment of the adequacy of your current tailings
containment
facilities for your phosphate mine associated processing
operations.
* Your plans for any additions or expansions of these tailings
containment facilities.

30. Please provide us with a table showing annual revenues, annual
operating costs (all operating costs without depreciation,
depletion
or amortization charges) and annual operating profits or losses
for
all mines for which you have designated "reserves" for any of the
last three years.  Note that "total cash cost" is generally not
the
same as "annual operating costs" as defined above.  If sales were
totally in-house, base revenues on an appropriate free market
price
for phosphate rock.  You may wish to request confidentiality
treatment for this information.

31. Please provide a table that shows for each phosphate mine,
tonnage and grade estimates of proven and probable reserves for
the
past two years, annual mine production for each mine for the past
three years, and indicate the extent the tonnage that is leased or
owned.

Closing Comments

      Please amend the above registration statement in response to
these comments.  You may wish to provide us with marked copies of
the
amendments to expedite our review.  Please furnish a cover letter
with your amendment(s) that keys your responses to our comments
and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your amendment(s) and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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. You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effecti