AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2006
                                                    REGISTRATION NO. 333-114276
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ___________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ___________________________

                                  AGRIUM INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        CANADA                                              98-0346248
(State of other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          13131 LAKE FRASER DRIVE S.E.
                                CALGARY, ALBERTA
                                 CANADA T2J 7E8
                                 (403) 225-7000
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)


             AMENDED AND RESTATED STOCK OPTION AND TANDEM SAR PLAN
             -----------------------------------------------------
                            (Full title of the plan)

                             CT CORPORATION SYSTEM
                           111 8TH AVENUE, 13TH FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 894-8700
                  ------------------------------------------
                      (Name, address and telephone number,
                  including area code, of agent for service)
<TABLE>
<CAPTION>
                                  ___________________________

                                           COPIES TO:
<S>                            <C>                                   <C>
      Leslie O'Donoghue                Patrick C. Finnerty                    Andrew J. Foley
         Agrium Inc.             Blake, Cassels & Graydon LLP        Paul, Weiss, Rifkind, Wharton &
13131 Lake Fraser Drive S.E.   Suite 3500, East Tower, Bankers Hall             Garrison LLP
      Calgary, Alberta                855 - 2nd Street S.W.            1285 Avenue of the Americas
       Canada T2J 7E8                    Calgary, Alberta             New York, New York 10019-6064
       (403) 225-7000                     Canada T2P 4J8                         (212) 373-3000
                                          (403) 260-9600
<CAPTION>
====================================================================================================
                                  CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
      Title of                              Proposed Maximum     Proposed Maximum        Amount of
  Securities to be       Amount to be      Offering Price Per       Aggregate          Registration
     Registered      Registered (1)(2)(3)       Share(4)         Offering Price(4)         Fee(5)
----------------------------------------------------------------------------------------------------
<S>                  <C>                   <C>                   <C>                 <C>
Common Shares             2,408,340           U.S.$22.13         U.S.$53,288,691     U.S.$5,701.89
----------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents  the maximum  number of  additional  common shares (the "Common
     Shares") of Agrium Inc. (the "Registrant") issuable under the Registrant's
     Amended and Restated Stock Option and Tandem SAR Plan (the "Plan").

(2)  This  registration  statement on Form S-8 (the  "Registration  Statement")
     also  applies  to  rights  under the  Registrant's  Amended  and  Restated
     Shareholder Rights Plan Agreement, which are attached to and tradable only
     with  the  Common  Shares  registered  hereby.  No  registration  fees are
     required  for  such  rights  as they  will  be  issued  for no  additional
     consideration.

(3)  This Registration  Statement shall also cover any additional Common Shares
     that become issuable under the  Registrant's  Plan registered  pursuant to
     this Registration Statement by reason of any stock dividend,  stock split,
     recapitalization  or any other similar  transaction or similar transaction
     effected without the receipt of consideration  that results in an increase
     in the number of the Registrant's outstanding Common Shares.

(4)  Pursuant to Rules 457(c) and 457(h) under the  Securities  Act of 1933, as
     amended (the  "Securities  Act"),  the Proposed Maximum Offering Price Per
     Share and the Proposed Maximum  Aggregate  Offering Price are based on the
     wieghted  average of the per share  exercise  price of the stock  options,
     translated  into U.S.  dollars at the noon buying rate in New York City on
     March 2, 2006,  for cable  transfers in Canadian  dollars as certified for
     customs purposes by the Federal Reserve Bank of New York on that date.

(5)  Registration  fees were previously paid for the registration of 10,242,285
     Common Shares  (Registration No. 333-114276) under the Plan. The fee being
     paid herewith pertains to an aggregate of 2,408,340 Common Shares issuable
     under the Plan.

<PAGE>


                                EXPLANATORY NOTE

Pursuant to General  Instruction E of Form S-8, this Registration  Statement on
Form S-8 is being filed to (i) register an additional  2,408,340  shares of the
Common Shares of the Registrant  issuable pursuant to the Registrant's Plan and
(ii) file a revised Plan as Exhibit 4.1. On April 7, 2004, the Registrant filed
a registration  statement (the "Original  Registration  Statement") on Form S-8
(File No. 333-114276).  The contents of the Original Registration Statement are
incorporated herein by reference.



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 1.    EXHIBITS.

EXHIBIT    DESCRIPTION
-------    -----------

4.1        Amended and Restated Stock Option and Tandem SAR Plan.

5.1        Opinion of Blake, Cassels & Graydon LLP, regarding the legality
           of the Common Shares.

23.1       Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1).

23.2       Consent of KPMG LLP.

24.1       Power of Attorney (included in signature page).


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized,  in the City of Calgary, Province of Alberta, Country of Canada, on
this 2nd day of March, 2006.

                                        AGRIUM INC.


                                        By: /s/ Leslie O'Donoghue
                                            ------------------------------
                                            Name:  Leslie O'Donoghue
                                            Title: Senior Vice President,
                                                   General Counsel & Corporate
                                                   Secretary


<PAGE>


                               POWERS OF ATTORNEY

         Each person whose  signature  appears below  constitutes  and appoints
each of  Leslie  O'Donoghue  and  Bruce G.  Waterman  his/her  true and  lawful
attorney-in-fact  and  agent,  each of whom may act  alone,  with full power of
substitution  and  resubstitution,  for him/her and in his/her name,  place and
stead, in any and all capacities,  to sign and to file a Registration Statement
on Form S-8 (or such other Form as may be  appropriate)  in connection with the
registration  of Common  Shares of the  Registrant  and any and all  amendments
(including  post-effective  amendments) to any such  Registration  Statement on
Form S-8 with the SEC, granting unto said attorneys-in-fact and agents, each of
whom may act alone,  full power and  authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,  as
fully to all  intents and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents,  each of
whom may act alone, or his/her  substitute or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this  Registration
statement  on  Form  S-8  has  been  signed  by the  following  persons  in the
capacities indicated on March 2, 2006.

-------------------------------------------------------------------------------
           SIGNATURE                                 TITLE
-------------------------------------------------------------------------------


    /s/  Michael M. Wilson            President & Chief Executive Officer
    --------------------------        (Principal Executive Officer) & Director
         Michael M. Wilson



    /s/  Bruce G. Waterman            Senior Vice President, Finance & Chief
    --------------------------        Financial Officer (Principal Financial
         Bruce G. Waterman            Officer  and Principal Accounting Officer)



    /s/  Frank W. Proto               Board Chair
    --------------------------
         Frank W. Proto



    /s/  Neil Carragher               Director
    --------------------------
         Neil Carragher



    /s/  Ralph S. Cunningham          Director
    --------------------------
        Ralph S. Cunningham



    /s/  D. Grant Devine              Director
    --------------------------
         D. Grant Devine

<PAGE>


-------------------------------------------------------------------------------
           SIGNATURE                                 TITLE
-------------------------------------------------------------------------------


    /s/  Germaine Gibara              Director
    --------------------------
         Germaine Gibara



    /s/  Susan A. Henry               Director
    --------------------------
         Susan A. Henry



    /s/  Russell Horner               Director
    --------------------------
         Russell Horner



    /s/  Frank W. King                Director
    --------------------------
         Frank W. King



    /s/  Harry G. Schaefer            Director
    --------------------------
         Harry G. Schaefer



    /s/  Victor J. Zaleschuk          Director
    --------------------------
         Victor J. Zaleschuk



<PAGE>


                         AUTHORIZED U.S. REPRESENTATIVE


         Pursuant to the  requirements  of Section 6(a) of the Securities  Act,
the Authorized Representative has duly caused this Registration Statement to be
signed on its behalf by the  undersigned,  solely in its  capacity  as the duly
authorized  representative  of Agrium Inc. in the United States, in the City of
Calgary,  Province  of  Alberta,  Country of Canada,  on this 2nd day of March,
2006.

                                           AGRIUM U.S. INC.
                                           (Authorized U.S. Representative)



                                           By: /s/ Richard Gearheard
                                               -----------------------------
                                               Name:  Richard Gearheard
                                               Title: Senior Vice President


<PAGE>


                                  EXHIBIT INDEX


EXHIBIT       DESCRIPTION
-------       -----------

4.1           Amended and Restated Stock Option and Tandem SAR Plan.

5.1           Opinion of Blake, Cassels & Graydon LLP, regarding the
              legality of the Common Shares.

23.1          Consent of Blake, Cassels & Graydon LLP (included in
              Exhibit 5.1).

23.2          Consent of KPMG LLP.

24.1          Power of Attorney (included in signature page).
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{"company-data": {"conformed-name": "AGRIUM INC", "cik": "0000943003", "assigned-sic": "2870", "irs-number": "980346248", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132207", "film-number": "06664814"}, "business-address": {"street1": "13131 LAKE FRASER DRIVE S.E.", "city": "CALGARY", "state": "A0", "zip": "T2J7E8", "phone": "403 225-7000"}, "mail-address": {"street1": "13131 LAKE FRASER DRIVE S.E.", "street2": "-------", "city": "CALGARY", "state": "A0", "zip": "T2J7E8"}, "former-company": {"former-conformed-name": "COMINCO FERTILIZERS LTD", "date-changed": "19950327"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2006
                                                    REGISTRATION NO. 333-114276
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ___________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ___________________________

                                  AGRIUM INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        CANADA                                              98-0346248
(State of other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          13131 LAKE FRASER DRIVE S.E.
                                CALGARY, ALBERTA
                                 CANADA T2J 7E8
                                 (403) 225-7000
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

             AMENDED AND RESTATED STOCK OPTION AND TANDEM SAR PLAN
             -----------------------------------------------------
                            (Full title of the plan)

                             CT CORPORATION SYSTEM
                           111 8TH AVENUE, 13TH FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 894-8700
                  ------------------------------------------
                      (Name, address and telephone number,
                  including area code, of agent for service)
___________________________

                                           COPIES TO:
Leslie O'Donoghue                Patrick C. Finnerty                    Andrew J. Foley
         Agrium Inc.             Blake, Cassels & Graydon LLP        Paul, Weiss, Rifkind, Wharton &
13131 Lake Fraser Drive S.E.   Suite 3500, East Tower, Bankers Hall             Garrison LLP
      Calgary, Alberta                855 - 2nd Street S.W.            1285 Avenue of the Americas
       Canada T2J 7E8                    Calgary, Alberta             New York, New York 10019-6064
       (403) 225-7000                     Canada T2P 4J8                         (212) 373-3000
                                          (403) 260-9600
====================================================================================================
                                  CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
      Title of                              Proposed Maximum     Proposed Maximum        Amount of
  Securities to be       Amount to be      Offering Price Per       Aggregate          Registration
     Registered      Registered (1)(2)(3)       Share(4)         Offering Price(4)         Fee(5)
----------------------------------------------------------------------------------------------------
Common Shares             2,408,340           U.S.$22.13         U.S.$53,288,691     U.S.$5,701.89
----------------------------------------------------------------------------------------------------
(1)  Represents  the maximum  number of  additional  common shares (the "Common
     Shares") of Agrium Inc. (the "Registrant") issuable under the Registrant's
     Amended and Restated Stock Option and Tandem SAR Plan (the "Plan").

(2)  This  registration  statement on Form S-8 (the  "Registration  Statement")
     also  applies  to  rights  under the  Registrant's  Amended  and  Restated
     Shareholder Rights Plan Agreement, which are attached to and tradable only
     with  the  Common  Shares  registered  hereby.  No  registration  fees are
     required  for  such  rights  as they  will  be  issued  for no  additional
     consideration.

(3)  This Registration  Statement shall also cover any additional Common Shares
     that become issuable under the  Registrant's  Plan registered  pursuant to
     this Registration Statement by reason of any stock dividend,  stock split,
     recapitalization  or any other similar  transaction or similar transaction
     effected without the receipt of consideration  that results in an increase
     in the number of the Registrant's outstanding Common Shares.

(4)  Pursuant to Rules 457(c) and 457(h) under the  Securities  Act of 1933, as
     amended (the  "Securities  Act"),  the Proposed Maximum Offering Price Per
     Share and the Proposed Maximum  Aggregate  Offering Price are based on the
     wieghted  average of the per share  exercise  price of the stock  options,
     translated  into U.S.  dollars at the noon buying rate in New York City on
     March 2, 2006,  for cable  transfers in Canadian  dollars as certified for
     customs purposes by the Federal Reserve Bank of New York on that date.

(5)  Registration  fees were previously paid for the registration of 10,242,285
     Common Shares  (Registration No. 333-114276) under the Plan. The fee being
     paid herewith pertains to an aggregate of 2,408,340 Common Shares issuable
     under the Plan.
EXPLANATORY NOTE

Pursuant to General  Instruction E of Form S-8, this Registration  Statement on
Form S-8 is being filed to (i) register an additional  2,408,340  shares of the
Common Shares of the Registrant  issuable pursuant to the Registrant's Plan and
(ii) file a revised Plan as Exhibit 4.1. On April 7, 2004, the Registrant filed
a registration  statement (the "Original  Registration  Statement") on Form S-8
(File No. 333-114276).  The contents of the Original Registration Statement are
incorporated herein by reference.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.    EXHIBITS.

EXHIBIT    DESCRIPTION
-------    -----------

4.1        Amended and Restated Stock Option and Tandem SAR Plan.

5.1        Opinion of Blake, Cassels & Graydon LLP, regarding the legality
           of the Common Shares.

23.1       Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1).

23.2       Consent of KPMG LLP.

24.1       Power of Attorney (included in signature page).
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized,  in the City of Calgary, Province of Alberta, Country of Canada, on
this 2nd day of March, 2006.

                                        AGRIUM INC.

                                        By: /s/ Leslie O'Donoghue
                                            ------------------------------
                                            Name:  Leslie O'Donoghue
                                            Title: Senior Vice President,
                                                   General Counsel & Corporate
                                                   Secretary
POWERS OF ATTORNEY

         Each person whose  signature  appears below  constitutes  and appoints
each of  Leslie  O'Donoghue  and  Bruce G.  Waterman  his/her  true and  lawful
attorney-in-fact  and  agent,  each of whom may act  alone,  with full power of
substitution  and  resubstitution,  for him/her and in his/her name,  place and
stead, in any and all capacities,  to sign and to file a Registration Statement
on Form S-8 (or such other Form as may be  appropriate)  in connection with the
registration  of Common  Shares of the  Registrant  and any and all  amendments
(including  post-effective  amendments) to any such  Registration  Statement on
Form S-8 with the SEC, granting unto said attorneys-in-fact and agents, each of
whom may act alone,  full power and  authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,  as
fully to all  intents and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents,  each of
whom may act alone, or his/her  substitute or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this  Registration
statement  on  Form  S-8  has  been  signed  by the  following  persons  in the
capacities indicated on March 2, 2006.

-------------------------------------------------------------------------------
           SIGNATURE                                 TITLE
-------------------------------------------------------------------------------

    /s/  Michael M. Wilson            President & Chief Executive Officer
    --------------------------        (Principal Executive Officer) & Director
         Michael M. Wilson

    /s/  Bruce G. Waterman            Senior Vice President, Finance & Chief
    --------------------------        Financial Officer (Principal Financial
         Bruce G. Waterman            Officer  and Principal Accounting Officer)

    /s/  Frank W. Proto               Board Chair
    --------------------------
         Frank W. Proto

    /s/  Neil Carragher               Director
    --------------------------
         Neil Carragher

    /s/  Ralph S. Cunningham          Director
    --------------------------
        Ralph S. Cunningham

    /s/  D. Grant Devine              Director
    --------------------------
         D. Grant Devine
-------------------------------------------------------------------------------
           SIGNATURE                                 TITLE
-------------------------------------------------------------------------------

    /s/  Germaine Gibara              Director
    --------------------------
         Germaine Gibara

    /s/  Susan A. Henry               Director
    --------------------------
         Susan A. Henry

    /s/  Russell Horner               Director
    --------------------------
         Russell Horner

    /s/  Frank W. King                Director
    --------------------------
         Frank W. King

    /s/  Harry G. Schaefer            Director
    --------------------------
         Harry G. Schaefer

    /s/  Victor J. Zaleschuk          Director
    --------------------------
         Victor J. Zaleschuk
AUTHORIZED U.S. REPRESENTATIVE

         Pursuant to the  requirements  of Section 6(a) of the Securities  Act,
the Authorized Representative has duly caused this Registration Statement to be
signed on its behalf by the  undersigned,  solely in its  capacity  as the duly
authorized  representative  of Agrium Inc. in the United States, in the City of
Calgary,  Province  of  Alberta,  Country of Canada,  on this 2nd day of March,
2006.

                                           AGRIUM U.S. INC.
                                           (Authorized U.S. Representative)

                                           By: /s/ Richard Gearheard
                                               -----------------------------
                                               Name:  Richard Gearheard
                                               Title: Senior Vice President
EXHIBIT INDEX

EXHIBIT       DESCRIPTION
-------       -----------

4.1           Amended and Restated Stock Option and Tandem SAR Plan.

5.1           Opinion of Blake, Cassels & Graydon LLP, regarding the
              legality of the Common Shares.

23.1          Consent of Blake, Cassels & Graydon LLP (included in
              Exhibit 5.1).

23.2          Consent of KPMG LLP.

24.1          Power of Attorney (included in signature page).