As filed with the Securities and Exchange Commission on May 29, 2007
                                                    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
(Address of Principal Executive Offices)                    (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>
==============================================================================================
                               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          1,000,000           U.S.$38.645       U.S.$38,645,000     U.S.$1,186.41
==============================================================================================
</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  effected  without the
    receipt of  consideration  that results in an increase in the number of the
    Registrant's outstanding Common Shares.

(4)  Estimated  solely for the purpose of calculating the  registration  fee in
     accordance  with Rule 457 under the  Securities  Act of 1933,  as amended,
     based on the  average of the high and low  prices of the Common  Shares as
     reported on the New York Stock  Exchange  May 24, 2007, a date within five
     business days of the filing of this Registration Statement.

(5) Registration  fees were previously paid for the  registration of 12,650,625
    Common Shares  (Registration No.  333-114276) under the Plan. The fee being
    paid herewith  pertains to an aggregate of 1,000,000 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  1,000,000  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 on Form S-8
(File No.  333-114276)  (the "Original  Registration  Statement").  On March 3,
2006, the Registrant  registered on Form S-8 (File No.  333-114276)  (the "2006
Registration  Statement") additional Common Shares for issue under the Plan and
filed a revised  Plan as an  exhibit  thereto.  The  contents  of the  Original
Registration  Statement and the 2006  Registration  Statement are  incorporated
herein by reference.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents  previously  filed with or furnished to the Securities
and Exchange  Commission  (the "SEC") by the  Registrant  are  incorporated  by
reference in this Registration Statement:

         (a) the Registrant's  Annual Report on Form 40-F (File No. 001-14460),
as filed  with  the SEC on  March 5,  2007,  pursuant  to  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  which
contains audited  financial  statements for the  Registrant's  latest financial
year for which such statements have been filed;

         (b) the Registrant's Current Reports on Form 6-K (File No. 001-14460),
as furnished  with the SEC on March 5, 2007,  March 23,  2007,  March 27, 2007,
April 2, 2007, May 1, 2007, May 3, 2007, May 10, 2007 and May 22, 2007;

         (c) the  description  of the  Registrant's  Rights to Purchase  Common
Shares set forth in the Registration Statement on Form 8-A (File No. 001-14460)
filed with the SEC on May 23, 2001,  including  any amendment or report for the
purpose of updating such description; and

         (d) the  description  of the  Registrant's  Common Shares set forth in
Exhibit 1 to the Registration  Statement on Form 40-F (File No. 000-25742),  as
filed with the SEC on March 24, 1995, including any amendment or report for the
purpose of updating such description.

         All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which  indicates that all securities  offered have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be  incorporated  by  reference  herein and a part  hereof  from the date of
filing  such  documents.  In  addition,  reports on Form 6-K  furnished  by the
Registrant to the SEC shall be deemed to be  incorporated  by reference  herein
and to be a part hereof from the date such documents are furnished to the SEC.

<PAGE>
                                      -3-


         Any  statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent that a statement
incorporated by reference  herein  modified or supersedes  such statement.  Any
such  statement  so modified or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.


ITEM 8.    EXHIBITS.

Exhibit     Exhibit Description
----------  -------------------------------------------------------------------

4.1         Amended and Restated Stock Option and Tandem SAR Plan.

4.2         Amended and Restated Shareholder Rights Plan Agreement dated May 9,
            2007,  between the  Registrant  and CIBC Mellon Trust  Company,  as
            Rights Agent.  Incorporated herein by reference to the Registrant's
            Registration  Statement  on Form 8-A/A (File No.  001-14460)  filed
            with the SEC on May 29, 2007.

5.1         Opinion of Fasken Martineau DuMoulin LLP, regarding the legality of
            the Common Shares.

23.1        Consent of Fasken Martineau DuMoulin 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 of 1933,  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
May 29, 2007.


                                             AGRIUM INC.


                                             By: /s/ Angela S. Lekatsas
                                                 ------------------------------
                                                 Name:  Angela S. Lekatsas
                                                 Title: Vice President and
                                                        Corporate Controller



                               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 of 1933, this  Registration
Statement  on  Form  S-8  has  been  signed  by the  following  persons  in the
capacities indicated on May 29, 2007.


NAME                                 TITLE
--------------------------           ------------------------------------------


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


<PAGE>
                                      -5-


NAME                                 TITLE
--------------------------           ------------------------------------------


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


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


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


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



--------------------------           Director
Germaine Gibara


/s/ Russell K. Girling
--------------------------           Director
Russell K. Girling


<PAGE>
                                      -6-


NAME                                 TITLE
--------------------------           ------------------------------------------


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


/s/ Russell J. Horner
--------------------------           Director
Russell J. Horner


/s/ Anne McLellan
--------------------------           Director
Anne McLellan


/s/ Frank W. Proto
--------------------------           Director
Frank W. Proto


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

<PAGE>
                                      -7-


                         AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, 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
Denver, State of Colorado, on May 29, 2007.

                                               AGRIUM U.S. INC.



                                               By: /s/ Richard L. Gearheard
                                                   ----------------------------
                                                   Name:  Richard L. Gearheard
                                                   Title: Senior Vice President
                                                          and President, Retail
                                                          Business Unit





<PAGE>


                                 EXHIBIT INDEX



Exhibit     Exhibit Description
--------    -------------------------------------------------------------------
4.1         Amended and Restated Stock Option and Tandem SAR Plan.

4.2         Amended and Restated Shareholder Rights Plan Agreement dated May 9,
            2007,  between the  Registrant  and CIBC Mellon Trust  Company,  as
            Rights Agent.  Incorporated herein by reference to the Registrant's
            Registration  Statement  on Form 8-A/A (File No.  001-14460)  filed
            with the SEC on May 29, 2007.

5.1         Opinion of Fasken Martineau DuMoulin LLP, regarding the legality of
            the Common Shares.

23.1        Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1).

23.2        Consent of KPMG LLP.

24.1        Power of Attorney (included in signature page).
[{"type": "S-8", "sequence": "1", "filename": "s8_0507.txt", "description": "FORM S-8", "secsgml_size_bytes": 14834}]
{"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": "333-143334", "film-number": "07884395"}, "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 May 29, 2007
                                                    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
(Address of Principal Executive Offices)                    (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)
                          ___________________________
==============================================================================================
                               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          1,000,000           U.S.$38.645       U.S.$38,645,000     U.S.$1,186.41
==============================================================================================
(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  effected  without the
    receipt of  consideration  that results in an increase in the number of the
    Registrant's outstanding Common Shares.

(4)  Estimated  solely for the purpose of calculating the  registration  fee in
     accordance  with Rule 457 under the  Securities  Act of 1933,  as amended,
     based on the  average of the high and low  prices of the Common  Shares as
     reported on the New York Stock  Exchange  May 24, 2007, a date within five
     business days of the filing of this Registration Statement.

(5) Registration  fees were previously paid for the  registration of 12,650,625
    Common Shares  (Registration No.  333-114276) under the Plan. The fee being
    paid herewith  pertains to an aggregate of 1,000,000 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  1,000,000  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 on Form S-8
(File No.  333-114276)  (the "Original  Registration  Statement").  On March 3,
2006, the Registrant  registered on Form S-8 (File No.  333-114276)  (the "2006
Registration  Statement") additional Common Shares for issue under the Plan and
filed a revised  Plan as an  exhibit  thereto.  The  contents  of the  Original
Registration  Statement and the 2006  Registration  Statement are  incorporated
herein by reference.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents  previously  filed with or furnished to the Securities
and Exchange  Commission  (the "SEC") by the  Registrant  are  incorporated  by
reference in this Registration Statement:

         (a) the Registrant's  Annual Report on Form 40-F (File No. 001-14460),
as filed  with  the SEC on  March 5,  2007,  pursuant  to  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  which
contains audited  financial  statements for the  Registrant's  latest financial
year for which such statements have been filed;

         (b) the Registrant's Current Reports on Form 6-K (File No. 001-14460),
as furnished  with the SEC on March 5, 2007,  March 23,  2007,  March 27, 2007,
April 2, 2007, May 1, 2007, May 3, 2007, May 10, 2007 and May 22, 2007;

         (c) the  description  of the  Registrant's  Rights to Purchase  Common
Shares set forth in the Registration Statement on Form 8-A (File No. 001-14460)
filed with the SEC on May 23, 2001,  including  any amendment or report for the
purpose of updating such description; and

         (d) the  description  of the  Registrant's  Common Shares set forth in
Exhibit 1 to the Registration  Statement on Form 40-F (File No. 000-25742),  as
filed with the SEC on March 24, 1995, including any amendment or report for the
purpose of updating such description.

         All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which  indicates that all securities  offered have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be  incorporated  by  reference  herein and a part  hereof  from the date of
filing  such  documents.  In  addition,  reports on Form 6-K  furnished  by the
Registrant to the SEC shall be deemed to be  incorporated  by reference  herein
and to be a part hereof from the date such documents are furnished to the SEC.
-3-

         Any  statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent that a statement
incorporated by reference  herein  modified or supersedes  such statement.  Any
such  statement  so modified or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 8.    EXHIBITS.

Exhibit     Exhibit Description
----------  -------------------------------------------------------------------

4.1         Amended and Restated Stock Option and Tandem SAR Plan.

4.2         Amended and Restated Shareholder Rights Plan Agreement dated May 9,
            2007,  between the  Registrant  and CIBC Mellon Trust  Company,  as
            Rights Agent.  Incorporated herein by reference to the Registrant's
            Registration  Statement  on Form 8-A/A (File No.  001-14460)  filed
            with the SEC on May 29, 2007.

5.1         Opinion of Fasken Martineau DuMoulin LLP, regarding the legality of
            the Common Shares.

23.1        Consent of Fasken Martineau DuMoulin 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 of 1933,  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
May 29, 2007.

                                             AGRIUM INC.

                                             By: /s/ Angela S. Lekatsas
                                                 ------------------------------
                                                 Name:  Angela S. Lekatsas
                                                 Title: Vice President and
                                                        Corporate Controller

                               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 of 1933, this  Registration
Statement  on  Form  S-8  has  been  signed  by the  following  persons  in the
capacities indicated on May 29, 2007.

NAME                                 TITLE
--------------------------           ------------------------------------------

/s/ Michael M. Wilson
--------------------------           President & Chief Executive Officer
Michael M. Wilson                    (Principal Executive Officer)
-5-

NAME                                 TITLE
--------------------------           ------------------------------------------

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

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

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

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

--------------------------           Director
Germaine Gibara

/s/ Russell K. Girling
--------------------------           Director
Russell K. Girling
-6-

NAME                                 TITLE
--------------------------           ------------------------------------------

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

/s/ Russell J. Horner
--------------------------           Director
Russell J. Horner

/s/ Anne McLellan
--------------------------           Director
Anne McLellan

/s/ Frank W. Proto
--------------------------           Director
Frank W. Proto

/s/ Victor J. Zaleschuk
--------------------------           Director
Victor J. Zaleschuk
-7-

                         AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, 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
Denver, State of Colorado, on May 29, 2007.

                                               AGRIUM U.S. INC.

                                               By: /s/ Richard L. Gearheard
                                                   ----------------------------
                                                   Name:  Richard L. Gearheard
                                                   Title: Senior Vice President
                                                          and President, Retail
                                                          Business Unit
EXHIBIT INDEX

Exhibit     Exhibit Description
--------    -------------------------------------------------------------------
4.1         Amended and Restated Stock Option and Tandem SAR Plan.

4.2         Amended and Restated Shareholder Rights Plan Agreement dated May 9,
            2007,  between the  Registrant  and CIBC Mellon Trust  Company,  as
            Rights Agent.  Incorporated herein by reference to the Registrant's
            Registration  Statement  on Form 8-A/A (File No.  001-14460)  filed
            with the SEC on May 29, 2007.

5.1         Opinion of Fasken Martineau DuMoulin LLP, regarding the legality of
            the Common Shares.

23.1        Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1).

23.2        Consent of KPMG LLP.

24.1        Power of Attorney (included in signature page).