SecProbe.io

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July 13, 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.
		Amendment No. 1 to Registration Statement on
      Form S-1
      Filed June 30, 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. We re-issue prior comments 2, 3, 4, and 13, because we are
still
awaiting information from you in order to complete our review.

2. We note your response to our prior comment 5.  However, please
delete the word "only," as it continues to be inappropriate to
suggest that the information in the prospectus is "only" accurate
as
of its date.

The Reorganization Transaction, page 24

3. We note your response to our prior comment 12.  However, we re-
issue the second part, since we cannot locate your revisions or
your
response to this issue:
Briefly disclose how the transaction was agreed upon, and provide
other relevant background details.

Management, page 83

4. We note your response to our prior comment 16.  However, we re-
issue the comment in its entirety.  Please revise the sketches to
provide information for the five year periods, so that there are
no
gaps or ambiguities with regard to time.  It is acceptable to
explain
that the person was not employed during a specified time, if that
is
the case.

Certain Relationships and Related Party Transactions, page 92

5. We note your response to our prior comment 17.  However, please
disclose in your filing whether future transactions with
affiliates
will be on terms no less favorable to you than could be obtained
from
unaffiliated third parties.

Financial Statements

6. In a recent phone call with your legal counsel we explained why
it
is inappropriate to refer to mineral reserves in Note 15.  We re-
issue prior comment 25.

Engineering Comments

General

7. In reference to your responses to comments #27 and 28, please
summarize the information in these responses and disclose it to
the
extent that it has not already been disclosed.

8. Disclose a summary table of all of your reserves, indicating
mine
name, category or categories of reserve, tonnage and grade.
Disclose
percent BPL, P2O3, Fe2O3 + Al2O3 MgO grades for tons of
recoverable
product.  Distinguish between the permitted reserves and
unpermitted
reserves.  Disclose the minimum drill density for reserve
designation.

9. Disclose that your reserve estimates meet the requirements of
SEC`s Industry Guide 7.  Industry Guide 7 can be reviewed on the
Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

10. Disclose the extent your reserve estimates have been reviewed
by
independent third parties.  See (b)5 of Industry Guide 7.

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 effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.  We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a
registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business
days
in advance of the requested effective date.

      Direct questions on the comments regarding financial
statements
and related disclosure to Barry Stem, Senior Assistance Chief
Accountant, at (202) 551-3763.  Direct questions relating to
engineering issues to Roger Baer, Mining Engineer, at (202) 551-
3705.
Direct questions on other disclosure issues to Carrie Darling at
(202) 551-3724 or, in her absence, to Timothy Levenberg, Special
Counsel, at (202) 551-3707.  Direct any correspondence to us at
the
following ZIP Code:  20549-0405.
							Sincerely,

							H.  Roger Schwall
							Assistant Director

cc:	Mr. Brian Duwe (via facsimile only (312) 407-8505)
	Barry Stem
	Roger Baer
      Timothy Levenberg
      Carrie Darling
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Mr. Stephen R. Wilson
CF Industries Holdings, Inc.
July 13, 2005
page 4

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

         DIVISION OF
CORPORATION FINANCE
Mail stop 0405

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