ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(c) Effective November 3, 2008, the Board of Directors of Terra Industries Inc. elected Edward J. Dillon to the position of Vice President and Controller. In this capacity, Mr. Dillon is responsible for all internal and external financial reporting, budgeting, analysis and internal accounting controls. Mr. Dillon, a Certified Public Accountant, earned a B.A. degree in Accounting from Boston College, Chestnut Hill, Massachusetts in 1990 and joined Arthur Andersen LLP in New York City. In 1998, he joined the General Electric Company and served in numerous roles including Finance Manager for the National Broadcasting Company in New York City, progressing to Global Controller for the Consumer & Industrial segment in Louisville, Kentucky. He joined INVISTA, a subsidiary of Koch Industries, Inc. (KII) in 2005 in Wichita, Kansas as Director of Corporate Finance and in 2007, moved to KII Corporate as Finance Director.

Mr. Dillon will be offered an Employment Severance Agreement substantially identical to those provided other senior officers, except that the term will be for two (2) years so as to be coterminous with other senior officer agreements. For a description of the Employment Severance Agreement, see Exhibit 10.2 to the Company's Current Report on Form 8-K dated October 5, 2006.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibit

99.1 Press Release issued November 4, 2008, announcing the election by the Board of Directors of Terra Industries Inc. of Edward J. Dillon to the position of Vice President and Controller.

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