Exhibit 99.2

                                 INSTRUCTIONS

                          TO REGISTERED HOLDER AND/OR
                   BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
                             FROM BENEFICIAL OWNER
                                      OF

                              TERRA CAPITAL, INC.

                                 In Respect of
                              Exchange Offer for
                     12.875% Senior Secured Notes due 2008


                   Pursuant to the Prospectus dated   , 2002


     To Registered Holder and/or Book Entry Transfer Facility Participant:


   The undersigned hereby acknowledges receipt of the Prospectus, dated   ,
2002 (the "Prospectus") of Terra Capital, Inc., a Delaware corporation (the
"Issuer"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.


   This will instruct you, a registered holder and/or Book-Entry Transfer
Participant, as to action to be taken by you relating to the Exchange Offer
with respect to the $200,000,000 in aggregate principal amount of the 12.875%
Senior Secured Notes due 2008 (the "Outstanding Securities") held by you for
the account of the undersigned.

   The aggregate principal amount of the Outstanding Securities held by you for
the account of the undersigned is (fill in amount):


      $       .

   With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

[_] TO TENDER Outstanding Securities held by you for the account of the
       undersigned in the aggregate principal amount of (fill in amount, if
       any):

      $       .

[_] NOT TO TENDER any Outstanding Securities held by you for the account of the
        undersigned.

   If the undersigned instructs you to tender the Outstanding Securities held
by you for the account of the undersigned, it is understood that you are
authorized:

      (a) to make, on behalf of the undersigned (and the undersigned, by its
   signature below, hereby makes to you), the representations and warranties
   contained in the Letter of Transmittal that are to be made with respect to
   the undersigned as a beneficial owner, including but not limited to the
   representations that (i) the undersigned's principal residence is in the
   state of (fill in state)      , (ii) the undersigned is not participating,
   does not participate, and has no arrangement or understanding with any
   person to participate in the distribution of the New Securities, (iii) the
   New Securities to be acquired by the undersigned and any Beneficial Owner(s)
   in connection with the Exchange Offer are being acquired by the undersigned
   and any Beneficial Owner(s) in the ordinary course of business of the
   undersigned and any Beneficial Owner(s),




   (iv) the undersigned and each Beneficial Owner are not participating, do not
   intend to participate, and have no arrangement or understanding with any
   person to participate, in the distribution of the New Securities, (v) except
   as otherwise disclosed in writing herewith, neither the undersigned nor any
   Beneficial Owner is an "affiliate," as defined in Rule 405 under the
   Securities Act, of the Issuer, (vi) that the undersigned is not a
   broker-dealer tendering securities directly acquired from the Issuer for its
   own account, and (vii) the undersigned and each Beneficial Owner acknowledge
   and agree that any person participating in the Exchange Offer with the
   intention or for the purpose of distributing the New Securities must comply
   with the registration and prospectus delivery requirements of the Securities
   Act of 1933, as amended (together with the rules and regulations promulgated
   thereunder, the "Securities Act"), in connection with a secondary resale of
   the New Securities acquired by such person and cannot rely on the position
   of the Staff of the Securities and Exchange Commission (the "Commission")
   set forth in the no-action letters that are discussed in the section of the
   Prospectus entitled "The Exchange Offer--Resale of the Exchange Notes"


      (b) to agree, on behalf of the undersigned, as set forth in the Letter of
   Transmittal; and

      (c) to take such other action as necessary under the Prospectus or the
   Letter of Transmittal to effect the valid tender of such Outstanding
   Securities.

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                     SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name (please print):

Address:





Telephone number:

Taxpayer Identification or Social Security Number:

Date:

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