AS AMENDED 7/9/90





                              IMC FERTILIZER, INC.



                                     BY-LAWS





                            ARTICLE I - STOCKHOLDERS



         SECTION 1. ANNUAL MEETING.



         An annual meeting of the stockholders, for the election of directors to

succeed those whose terms expire and for the transaction of such other business

as may properly come before the meeting, shall be held at such place, on such

date, and at such time as the Board of Directors shall each year fix, which date

shall be within thirteen months subsequent to the later of the date of

incorporation or the last annual meeting of stockholders.



         SECTION 2. SPECIAL MEETINGS.



         Special meetings of the stockholders, for any purpose or purposes

prescribed in the notice of the meeting, may be called by the Board of Directors

or the chief executive officer and shall be held at such place, on such date,

and at such time as they or he or she shall fix.



         SECTION 3. NOTICE OF MEETINGS.



         Written notice of the place, date, and time of all meetings of the

stockholders shall be given, not less than ten nor more than sixty days before

the date on which the meeting is to be held, to each stockholder entitled to

vote at such meeting, except as otherwise provided herein or required by law

(meaning, here and hereinafter, as required from time to





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time by the Delaware General Corporation Law or the Certificate of Incorporation

of the Corporation).



         When a meeting is adjourned to another place, date or time, written

notice need not be given of the adjourned meeting if the place, date and time

thereof are announced at the meeting at which the adjournment is taken;

provided, however, that if the date of any adjourned meeting is more than thirty

days after the date for which the meeting was originally noticed, or if a new

record date is fixed for the adjourned meeting, written notice of the place,

date, and time of the adjourned meeting shall be given in conformity herewith.

At any adjourned meeting, any business may be transacted which might have been

transacted at the original meeting.



         SECTION 4. QUORUM.



         At any meeting of the stockholders, the holders of a majority of all of

the shares of the stock entitled to vote at the meeting, present in person or by

proxy, shall constitute a quorum for all purposes, unless or except to the

extent that the presence of a larger number may be required by law.



         If a quorum shall fail to attend any meeting, the chairman of the

meeting or the holders of a majority of the shares of stock entitled to vote who

are present, in person or by proxy, may adjourn the meeting to another place,

date, or time.



         If a notice of any adjourned special meeting of stockholders is sent to

all stockholders entitled to vote





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thereat, stating that it will be held with those present constituting a quorum,

then except as otherwise required by law, those present at such adjourned

meeting shall constitute a quorum, and all matters shall be determined by a

majority of the votes cast at such meeting.



         SECTION 5. ORGANIZATION.



         Such person as the Board of Directors may have designated or, in the

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