Item 2.   Changes in Securities and Use of Proceeds .

On August 26, 1997, the Company announced that its Board of Directors had authorized the Company to repurchase up to five million additional shares of its common stock.  Pursuant to this program subject to the restrictions of the Company's Credit Facility and IMC Senior Notes (see Note 4 of Notes to Condensed Consolidated Financial Statements in Item 1 of Part 1 of this report) and the agreement related to IMC's combination with Cargill Crop Nutrition which generally prohibits IMC from purchasing its capital stock without the consent of Cargill except in limited circumstances, the Company is authorized as of March 31, 2004 to purchase up to 4.5 million shares.  No shares were repurchased under such program during the period covered by this report.  In addition, pursuant to IMC's 1988 Stock Option and Award Plan, as amended and restated, relating to the grant of up to 17,400,000 shares of IMC common stock pursuant to employee stock options, stock appreciation rights and restricted stock awards, IMC has granted and may in the future grant employee stock options to purchase shares of common stock of IMC for which the purchase price may be paid by means of delivery to the Company by the optionee of shares of common stock of IMC that are already owned by the optionee (at a value equal to market value on the date of the option exercise).  During the period covered by this report, no options were exercised for which the purchase price was so paid.