SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)   (Amendment No. 3)

CF Industries Holdings, Inc.

(Name of Issuer)

Common Stock (Par Value $0.01 Per Share)

(Title of Class of Securities)

125269100

(CUSIP Number)

William Davisson Chief Executive Officer GROWMARK, Inc. 1701 Towanda Avenue Bloomington, Illinois 61702-2500 (309) 557-6000   With a copy to:   Geoffrey C. Cockrell, Esq. Wildman, Harrold, Allen & Dixon LLP 225 West Wacker Drive, Suite 2800 Chicago, Illinois  60606-1229 (312) 201-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 9, 2007

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

 

This Amendment No. 3 amends and supplements the Statement on Amendment No. 2 of Schedule 13D, filed on March 2, 2007, which in turn amended and supplemented the statement on Amendment No. 1 of Schedule 13D, filed on January 18, 2007, which in turn amended and supplemented the Statement on Schedule 13D, filed on August 26, 2005 (the “2005 Schedule 13D”), with respect to the Common Stock, Par Value $.01 Per Share (the “Common Stock”) of CF Industries Holdings, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms used herein without definition have the meanings set forth in the 2005 Schedule 13D.

Item 1.  Security and Issuer.

Response unchanged.

Item 2.  Identity and Background.

Response unchanged.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 is supplemented as follows:

During the past 30 days, the Reporting Person sold 915,900 shares of Common Stock in several open market transactions and received an aggregate net consideration of $67,610,193.11.

Item 4.  Purpose of the Transaction.

Response unchanged.

Item 5.  Interest in Securities of the Issuer.

The information set forth, or incorporated by reference, in Items 4 and 6 is hereby incorporated by reference.

The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any of the Covered Persons.  Each of the Covered Persons disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Person or any of the other Covered Persons.

(a)           The aggregate percentage of the Common Stock reported owned by the Reporting Person or a Covered Person is based upon 55,674,891 shares of Common Stock outstanding as of June 30, 2007, as reported in the Issuer’s 10-Q filed on August 6, 2007.

As of the close of business on October 11, 2007, the Reporting Person beneficially owns 3,141,403 shares of Common Stock, representing approximately 5.6% of the shares of Common Stock outstanding.

As of the close of business on October 11, 2007, William Davisson, a Covered Person, beneficially owns 10,137 shares of Common Stock, representing approximately 0.01% of the shares of Common Stock outstanding.

                               

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(b)           The Reporting Person and William Davisson each has the sole power to vote and the sole power to dispose or to direct the disposition of the Common Stock reported for it or him in this Schedule 13D.

(c)           During the past 60 days, the Reporting Person disposed of shares of Common Stock in the transactions set forth below:

 

Name		Date		Number of Shares		Price per Share/ Consideration		Type of Transaction
GROWMARK, Inc.		10/8/2007		22,800		In exchange for $71.65/share		Open Market
GROWMARK, Inc.		10/9/2007		357,900		In exchange for $72.99/share		Open Market
GROWMARK, Inc.		10/10/2007		220,000		In exchange for $73.29/share		Open Market
GROWMARK, Inc.		10/11/2007		315,200		In exchange for $75.40/share		Open Market

 

Except as set forth above, no other transactions in the Common Stock were effected during the past 60 days by the Reporting Person or the Covered Person.

(d)           No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person or any Covered Person.

(e)           Not applicable.

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Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Response unchanged.

Item 7.  Material to be filed as Exhibits.

Response unchanged.

 

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SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 17, 2007

			GROWMARK, Inc.
			/s/ Marshall P. Bohbrink
			Name:  Marshall P. Bohbrink
			Title:  Treasurer

 

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