PHOS Phosphate Holdings Inc (CE)

CUSIP No. 71922F102
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1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Brian Taylor

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [x]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     788,792

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     788,792

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     788,792

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.1%

12.  TYPE OF REPORTING PERSON

     IN

CUSIP No. 71922F102
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Pine River Capital Management L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [x]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     788,792

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     788,792

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     788,792

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.1%

12.  TYPE OF REPORTING PERSON

     IA

CUSIP No. 71922F102
          ---------------------


Item 1(a).  Name of Issuer:

            Phosphate Holdings, Inc.
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Item 1(b).  Address of Issuer's Principal Executive Offices:

            100 Webster Circle, Suite 4
            Madison, MS 39110

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Item 2(a).  Name of Persons Filing:

            Brian Taylor
            Pine River Capital Management L.P.

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Item 2(b).  Address of Principal Business Office, or if None, Residence:

            Brian Taylor
            Pine River Capital Management L.P.
            601 Carlson Parkway
            Suite 330
            Minnetonka, MN 55305

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Item 2(c).  Citizenship:

            Brian Taylor - United States
            Pine River Capital Management L.P. - Delaware, United States

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Item 2(d).  Title of Class of Securities:

            Common Stock, $0.01 Par Value
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Item 2(e).  CUSIP Number:

            71922F102
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Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act;

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act;

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act;

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act;

     (e)  [x]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Brian Taylor - 788,792
          Pine River Capital Management L.P. - 788,792

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     (b)  Percent of class:

          Brian Taylor - 7.1%
          Pine River Capital Management L.P. - 7.1%

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     (c)  Number of shares as to which such person has:

          (i)   Sole power to vote or to direct the vote:

                Brian Taylor - 0
                Pine River Capital Management L.P. - 0

          (ii)  Shared power to vote or to direct the vote:

                Brian Taylor - 788,792
                Pine River Capital Management L.P. - 788,792

          (iii) Sole power to dispose or to direct the disposition of:

                Brian Taylor - 0
                Pine River Capital Management L.P. - 0

          (iv)  Shared power to dispose or to direct the disposition of:

                Brian Taylor - 788,792
                Pine River Capital Management L.P. - 788,792

Item 5.  Ownership of Five Percent or Less of a Class.

         If this statement is being filed to report the fact that as of the date
         hereof the Reporting Person has ceased to be the beneficial owner of
         more than five percent of the class of securities check the following
         [ ].
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Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

         N/A
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Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

         N/A
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Item 8.  Identification  and  Classification  of Members of the Group.

         N/A
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Item 9.  Notice of Dissolution of Group.

         N/A
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Item 10.  Certifications.

         By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not aquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under
Section 240.14a-11.