<PAGE>
----------------------------------------------------------------------
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                         ----------------------
                          FORM 10-K

            X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           ---        THE SECURITIES EXCHANGE ACT OF 1934

                     For the year ended December 31, 1998
                        Commission file number 1-9164

        Phosphate Resource Partners Limited Partnership
             (Exact name of registrant as specified in its charter)

                 Delaware                              72-1067072
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)             Identification No.)

             2100 Sanders Road                          60062
            Northbrook, Illinois                       (Zip Code)
    (Address of principal executive offices) 

     Registrant's telephone number, including area code: (847) 272-9200

         Securities registered pursuant to Section 12(b) of the Act:

       Title of each class       Name of each exchange on which registered
       -------------------       -----------------------------------------
         Depositary Units                 New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
Yes  X  No
    ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.          
                            ---
State the aggregate market value of the voting units held by non-affiliates 
of the Registrant: $603,940,365 as of March 15, 1999.  Market value is based 
on the March 15, 1999 closing price of the Registrants depositary units as 
reported on the New York Stock Exchange Composite Transactions for such date.

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<PAGE>

      Phosphate Resource Partners Limited Partnership

                      1998 FORM 10-K CONTENTS

Item                                                          Page
------------------------------------------------------------------

Part I:

1.     Business                                                 1
         Partnership Profile                                    1
         Business Operations Information                        2
         Factors Affecting Demand                               7
         Other Matters                                          7
2.     Properties                                              11
3.     Legal Proceedings                                       11
4.     Submission of Matters to a Vote of Security Holders     12

Part II:

5.     Market for the Registrant's Partnership Units and 
        Related Unitholder Matters                             12
6.     Selected Financial Data                                 14
7.     Management's Discussion and Analysis of Financial 
        Condition and Results of Operations                    14
7a.    Quantitative and Qualitative Disclosures about 
        Market Risk                                            25
8.     Financial Statements and Supplementary Data             25
9.     Changes in and Disagreements with Accountants on 
         Accounting and Financial Disclosure                   48

Part III:

10.    Directors and Executive Officers of the Registrant      48
11.    Executive Compensation                                  49
12.    Security Ownership of Certain Beneficial Owners 
        and Management                                         49
13.    Certain Relationships and Related Transactions          50

Part IV:

14.    Exhibits, Financial Statement Schedules and 
        Reports on Form 8-K                                    50

Signatures                                                    S-1
   
Exhibit Index                                                 E-1
 
Index to Financial Statements                                 F-1

<PAGE>

PART I.

Item 1.   Business.

          PARTNERSHIP PROFILE 

          Phosphate Resource Partners Limited Partnership (PLP), 
          through its joint venture operation in IMC-Agrico Company 
          (IMC-Agrico), is one of the world's largest and lowest cost 
          producers, marketers and distributors of phosphate crop 
          nutrients and animal feed ingredients, with operations in 
          central Florida and on the Mississippi River in Louisiana.  
          PLP also participates in the exploration and production of 
          oil and gas (Exploration Program) primarily through its 
          agreement with McMoRan Exploration Company (MMR), formerly 
          McMoRan Oil & Gas Co. (MOXY).  

          IMC-Agrico's business includes the mining and sale of 
          phosphate rock and the production, marketing and distribution 
          of phosphate crop nutrients and animal feed ingredients.  
          IMC-Agrico was formed as a joint venture partnership in July 
          1993 when PLP and IMC Global Inc. (IMC) contributed their 
          respective phosphate crop nutrients businesses to IMC-Agrico. 
          IMC-Agrico is 41.5 percent owned by PLP and 58.5 percent by 
          IMC.

          In November 1998, MOXY and Freeport-McMoRan Sulphur Inc. 
          (FSC) merged and became wholly-owned subsidiaries of a newly 
          formed holding company, MMR (MMR Merger). MOXY stockholders 
          received 0.2 MMR shares for each common share of MOXY held at 
          the time of the MMR Merger which resulted in PLP owning 0.8 
          million shares, or approximately six percent, of outstanding 
          MMR common stock. 

          Through its involvement in the Exploration Program, PLP is a 
          partner in a multi-year $210.0 million oil and gas 
          exploration program to explore and develop prospects 
          primarily offshore in the Gulf of Mexico (Gulf) with MMR and 
          an individual investor (Investor).  See "Oil and Gas," for 
          further detail.
	
          Until December 22, 1997, PLP also owned certain sulphur 
          mining, transportation, terminaling and marketing assets.  
          These assets included a 58.3 percent interest in the Main 
          Pass 299 sulphur and oil and gas joint venture (Main Pass),  
          for which PLP served as manager and operator and in which IMC 

<PAGE>

          owned a 25.0 percent interest.  On December 22, 1997, 
          Freeport-McMoRan Inc. (FTX), the former administrative 
          managing general partner and owner of a 51.6 percent interest 
          in PLP, merged into IMC (FTX Merger). In connection with the 
          FTX Merger, IMC became administrative managing general 
          partner (General Partner) of PLP.  Immediately prior to the 
          FTX Merger, PLP contributed certain assets to FSC, including 
          PLP's interest in Main Pass, the Culberson sulphur mine in 
          Texas and various related sulphur terminaling and 
          transportation assets in the onshore coastal area of the Gulf 
          (Gulf Coast Area).  In connection with the FTX Merger, IMC 
          also contributed its 25.0 percent interest in Main Pass to 
          FSC.  PLP immediately thereafter distributed its FSC shares 
          to PLP unitholders, including FTX. FTX then, in turn, 
          distributed FSC shares to its shareholders.  As a result, 
          prior to the MMR Merger, PLP did not own any direct or 
          indirect interest in FSC.  However, subsequent to the MMR 
          Merger, PLP now owns an indirect interest in FSC as a result 
          of its six percent interest in MMR.

          PLP's business operations now consist of: (i) its joint 
          venture interest in IMC-Agrico; (ii) its interest in the 
          Exploration Program with MMR; and (iii) certain other oil and 
          gas operations.  All references herein to PLP refer to PLP's 
          business activities as executed through its ownership 
          interest in IMC-Agrico, its interest in the Exploration 
          Program and certain other oil and gas operations.  

          PLP is a publicly traded Delaware limited partnership.  As of 
          December 31, 1998, IMC, the General Partner, held partnership 
          units representing an approximate 51.6 percent interest in 
          PLP.  The remaining interests are publicly owned and traded 
          on the New York Stock Exchange (NYSE).   See "Other Matters - 
          Relationship Between PLP and IMC," for further detail.

          BUSINESS OPERATIONS INFORMATION

          The following business operations discussion should be read 
          in conjunction with the information contained in Part II, 
          Item 7, "Management's Discussion and Analysis of Financial 
          Condition and Results of Operations," of this Annual Report 
          on Form 10-K.

          IMC-Agrico Company
          (The amounts included in the IMC-Agrico discussion are shown 
          in total for the joint venture, unless otherwise noted.  IMC-
          Agrico is 41.5 percent owned by PLP.)

<PAGE>

          In July 1993, PLP and IMC contributed to IMC-Agrico their 
          respective phosphate crop nutrients businesses, including the 
          mining and sale of phosphate rock and the production, 
          marketing and distribution of phosphate crop nutrients. 

          IMC, as the General Partner, is responsible for the operation 
          of IMC-Agrico.   Subject to the terms of the IMC-Agrico 
          Partnership Agreement (Partnership Agreement) IMC has the 
          sole authority to make certain decisions affecting IMC-
          Agrico, including authorizing certain capital expenditures 
          for expansion; incurring certain indebtedness; approving 
          significant acquisitions and dispositions; and determining 
          certain other matters.

          PLP's share of IMC-Agrico's net sales were $687.1 
          million, $683.8 million and $781.1 million for the years 
          ended December 31, 1998, 1997 and 1996, respectively.  IMC-
          Agrico's operations consist of its phosphate crop nutrients 
          business (IMC-Agrico Phosphates) and its animal feed 
          ingredients business (IMC-Agrico Feed Ingredients).

          IMC-Agrico Phosphates

          Net sales for IMC-Agrico Phosphates (Phosphates) were 
          $1,572.8 million, $1,484.8 million and $1,661.3 million for 
          the years ended December 31, 1998, 1997 and 1996, 
          respectively. Phosphates is a leading United States miner of 
          phosphate rock, one of the primary raw materials used in the 
          production of concentrated phosphates, with 20.0 million tons 
          of annual capacity. Phosphates is also a leading United 
          States producer of concentrated phosphates with an annual 
          capacity of approximately four million tons of phosphoric 
          acid (P2O5).  P2O5 is an industry term indicating a product's 
          phosphate content measured chemically in units of phosphorous 
          pentoxide.  Phosphate's concentrated phosphate products are 
          marketed worldwide to crop nutrient manufacturers, 
          distributors and retailers.

          Phosphates' facilities, which produce concentrated phosphate, 
          are located in central Florida and Louisiana.  Its annual 
          capacity represents approximately 32 percent of total United 
          States concentrated phosphate production capacity and 
          approximately ten percent of world capacity.  The Florida 
          concentrated phosphate facilities consist of three plants:  
          New Wales, Nichols and South Pierce.  The New Wales complex 
          is the largest concentrated phosphate plant in the world with 
          an estimated annual capacity of 1.8 million tons of 

<PAGE>

          phosphoric acid (P2O5 equivalent).  New Wales primarily 
          produces four forms of concentrated phosphates: diammonium 
          phosphate (DAP), monoammonium phosphate (MAP), granular 
          triple superphosphate (GTSP) and merchant grade phosphoric 
          acid.  The Nichols facility manufactures phosphoric acid, DAP 
          and granular MAP (GMAP).  The South Pierce plant produces 
          phosphoric acid and GTSP.  The Louisiana concentrated 
          phosphate facilities consist of three plants: Uncle Sam, 
          Faustina and Taft.  The Uncle Sam plant produces phosphoric 
          acid which is then shipped to the Faustina and Taft plants 
          where it is used to produce DAP and GMAP.  The Faustina plant 
          manufactures phosphoric acid, DAP, GMAP and ammonia.  The 
          Taft facility manufactures DAP and GMAP.  Concentrated 
          phosphate operations are managed in order to balance 
          Phosphates' output with customer needs.  Phosphates suspended 
          phosphoric acid production at its Nichols facility in October 
          1998 and suspended production at its Taft facility in 
          November 1998 in response to reduced market demands.  The 
          Taft facility subsequently resumed production in January 
          1999.

          Summarized below are descriptions of the principal raw 
          materials used in the production of concentrated phosphates: 
          phosphate rock, sulphur and ammonia.

          Phosphate Rock
          All six of Phosphates' phosphate mines and related mining 
          operations are located in central Florida. Phosphates 
          extracts phosphate ore through surface mining after removal 
          of a ten to 50 foot layer of sandy overburden and then 
          processes the ore at one of its beneficiation plants where 
          the ore goes through washing, screening, sizing and flotation 
          procedures designed to separate it from sands, clays and 
          other foreign materials.  Currently, four of Phosphates' 
          phosphate mines are operating while one was idled in November 
          1998 and another was idled in January 1999.  One of the 
          operating mines will permanently close in mid-1999 pursuant 
          to the restructuring of operations initiated by IMC 
          (Restructuring Plan).  See "Restructuring Charges," in Part 
          II, Item 7, "Management's Discussion and Analysis of 
          Financial Condition and Results of Operations," of this 
          Annual Report on Form 10-K for further detail.  The present  
          mining plan, developed in conjunction with the Restructuring 
          Plan, anticipates the re-start of the two idle mines in the 
          second half of 1999.  The mining plan was developed to 
          maximize the available resources, lower the cost of producing 
          rock and manage the level of phosphate rock inventory.

<PAGE>

          Phosphates' phosphate rock production volume for the years 
          ended December 31, 1998, 1997 and 1996 totaled 20.0 million, 
          20.0 million and 22.5 million tons, respectively. Anticipated 
          production in 1999 will be less than the prior years as 
          Phosphates reduces its level of rock inventory through the 
          temporary idling of the two mines.  Although Phosphates sells 
          phosphate rock to other crop nutrient and animal feed 
          ingredient manufacturers, it primarily uses phosphate rock 
          internally in the production of concentrated phosphates.  
          Tons used internally, primarily in the manufacture of 
          concentrated phosphates, totaled 14.8 million, 14.1 million 
          and 14.3 million for the years ended December 31, 1998, 1997 
          and 1996, respectively, representing 74 percent, 70 percent 
          and 64 percent, respectively, of total tons produced.    
          Product shipments to customers totaled 5.0 million, 4.6 
          million and 6.5 million tons for the years ended December 31, 
          1998, 1997 and 1996, respectively.  Customer shipments have 
          been reduced in order to maximize relative values of rock and 
          concentrated phosphates by utilizing high-quality reserves 
          for internal upgrading.

          Phosphates estimates its proven reserves to be 530.0 million 
          tons of phosphate rock as of December 31, 1998.  These 
          reserves are controlled by Phosphates through ownership, 
          long-term lease, royalty or purchase option agreements.  
          Reserve grades range from 58 percent to 78 percent bone 
          phosphate of lime (BPL), with an average grade of 66 percent 
          BPL.  BPL is the standard industry term used to grade the 
          quality of phosphate rock.  The phosphate rock mined by 
          Phosphates in the last three years averaged 65 percent BPL, 
          which management believes is typical for phosphate rock mined 
          in Florida during this period.  Phosphates estimates its 
          reserves based upon the performance of exploration core 
          drilling as well as technical and economic analyses to 
          determine that reserves so classified can be economically 
          mined at market prices estimated to prevail during the next 
          five years.

          Phosphates also owns or controls phosphate rock resources in 
          the southern extension of the central Florida phosphate 
          district (Resources).  Resources are mineralized deposits 
          which may be economically recoverable; however, additional 
          geostatistical analyses, including further explorations, 
          permitting and mining feasibility studies, are required 
          before such deposits may be classified as reserves.  Based 
          upon its preliminary analyses of these Resources, Phosphates 
          believes that these mineralized deposits differ in physical 

<PAGE>

          and chemical characteristics from those historically mined by 
          Phosphates but are similar to certain of the reserves being 
          mined in current operations.  These Resources contain 
          estimated recoverable phosphate rock of approximately 114.0 
          million tons.  Some of these Resources are located in what 
          may be classified as preservational wetland areas under 
          standards set forth in current county, state and federal 
          environmental protection laws and regulations, and 
          consequently, Phosphates' ability to mine these Resources 
          may be restricted.

          Sulphur
          A significant portion of Phosphates' sulphur requirements is 
          provided by the sulphur subsidiary of MMR under a supply 
          agreement with Phosphates.  Phosphates' remaining sulphur 
          requirements are provided by market contracts. 

          Ammonia
          Phosphates' ammonia needs are supplied by its Faustina  
          ammonia production facility and by world suppliers, primarily 
          under annual and multi-year contracts.  Production from the 
          Faustina plant, which has an estimated annual capacity of 
          560,000 tons of anhydrous ammonia, is used internally to 
          produce certain concentrated phosphates.

          Sales and Marketing
          Domestically, Phosphates sells its concentrated phosphates to 
          crop nutrient manufacturers, distributors and retailers.  
          Phosphates also uses concentrated phosphates internally for 
          the production of animal feed ingredients (see IMC-Agrico 
          Feed Ingredients).  Virtually all of Phosphates' export sales 
          of phosphate crop nutrients are marketed through the 
          Phosphate Chemicals Export Association (PhosChem), a Webb-
          Pomerene Act organization, which Phosphates administers on 
          behalf of three other member companies.  PhosChem believes 
          that its sales represent approximately 53 percent of total 
          United States exports of concentrated phosphates. The 
          countries which account for the largest amount of PhosChem's 
          sales of concentrated phosphates include China, Australia, 
          India, Japan and Brazil.  In 1998, Phosphates' exports to 
          Asia and  China were 48 percent and  27 percent, 
          respectively, of total shipments.

<PAGE>

          The table below shows Phosphates' shipments of concentrated 
          phosphates in thousands of dry product tons, primarily DAP:
<TABLE>
<CAPTION>

                                    1998         1997         1996
                                 ----------   ----------   ----------	
                                  Tons    %    Tons    %    Tons    %
                                  ----    -    ----    -    ----    -
          <S>                    <C>     <C>  <C>     <C>  <C>     <C>
          Domestic      
            Customers            2,373   32   2,065   29   2,350   32
            Captive, to other 
             business units        563    8     615    9     581    8
                                 -----  ---   -----  ---   -----  ---
                                 2,936   40   2,680   38   2,931   40
      
          Export                 4,377   60   4,425   62   4,451   60
                                 -----  ---   -----  ---   -----  ---
      
          Total shipments        7,313  100   7,105  100   7,382  100
                                 -----  ---   -----  ---   -----  ---
</TABLE>

          As of December 31, 1998, Phosphates had contractual 
          commitments from non-affiliated customers for the shipment of 
          concentrated phosphates and phosphate rock amounting to 
          approximately 2.7 million tons and 5.2 million tons, 
          respectively, in 1999.

          Competition
          Phosphates operates in a highly competitive global market.  
          Among the competitors in the global phosphate crop nutrient 
          market are domestic and foreign companies, as well as foreign 
          government-supported producers.  Phosphate crop nutrient 
          producers compete primarily based on price and, to a lesser 
          extent, product quality and innovation.

          IMC-Agrico Feed Ingredients

          Net sales for IMC-Agrico Feed Ingredients (Feed Ingredients) 
          were $164.4 million, $163.5 million and $154.6 million for 
          the years ended December 31, 1998, 1997 and 1996, 
          respectively.

<PAGE>

          Feed Ingredients is one of the world's foremost producers and 
          marketers of phosphate-based animal feed ingredients with an 
          annual capacity in excess of 700,000 tons.  In the first 
          quarter of 1998, Feed Ingredients started construction on the 
          expansion of its deflourinated phosphate [Multifos(Registered 
          Trademark)] capacity at its manufacturing operations at the 
          New Wales facility located in central Florida.  The project 
          will increase the annual capacity for Multifos(Registered 
          Trademark) to 200,000 tons and will increase Feed Ingredients 
          total annual production to approximately 770,000 tons. The 
          principal production facilities of Feed Ingredients are 
          located adjacent to, and utilize raw materials from, 
          Phosphates' concentrated phosphate complex at New Wales.  

          Sales and Marketing
          Feed Ingredients supplies phosphate and potassium-based feed 
          ingredients for poultry and livestock to markets in North 
          America, Latin America and Asia.  Feed Ingredients sources 
          phosphate and potassium raw materials from IMC's respective 
          production facilities.  Feed Ingredients has a strong brand 
          position in the $1.0 billion global market with products such 
          as Biofos(Registered Trademark), Dynafos(Registered 
          Trademark), Multifos(Registered Trademark), Dyna-K(Registered 
          Trademark) and Dynamate(Registered Trademark).

          Competition
          Feed Ingredients operates in a competitive global market.  
          Major integrated producers of feed phosphates and feed grade 
          potassium are located in the United States and Europe.  Many 
          smaller producers are located in emerging markets around the 
          world.  Many of these smaller producers are not manufacturers 
          of phosphoric acid and are required to purchase this raw 
          material on the open market.  Competition in this global 
          market is driven by quality, service and price.

          Oil and Gas 

          All information concerning MMR or its subsidiaries is 
          derived, unless the context otherwise suggests, from either 
          publicly available information concerning MMR and/or 
          its subsidiaries or information otherwise provided to PLP by 
          MMR or its subsidiaries.  PLP has made no independent 
          investigation as to the reliability or accuracy of such 
          information.

<PAGE>

          MMR, through a subsidiary, is an independent oil and gas 
          company engaged in the exploration, development and 
          production of oil and natural gas.  MMR operations are 
          conducted offshore in the Gulf and onshore in the Gulf Coast 
          Area. MMR manages and operates the Exploration  Program, 
          selecting all prospects and drilling opportunities, as well 
          as serving as operator.  Under the Exploration Program, which 
          was amended in December 1997 to include the Investor, most 
          exploration expenditures will be shared 56.4 percent by PLP, 
          37.6 percent by MMR and six percent by the Investor, with all 
          other costs and revenues shared 47.0 percent by PLP, 48.0 
          percent by MMR and five percent by the Investor. Exploration 
          expenditures consist of all costs associated with leasehold 
          acquisition and maintenance, geological and geophysical 
          studies, seismic surveys, drilling exploratory wells, 
          overhead reimbursements and all other aspects of identifying 
          prospects and drilling exploratory wells.  PLP and MMR 
          received credits against their program commitment for an 
          aggregate of $8.3 million for certain exploratory costs.  As 
          of December 31, 1998, PLP's total exploration spending to 
          date was approximately $70.0 million.  The  Exploration 
          Program will terminate after initial exploration program 
          expenditures of $210.0 million, of which PLP's share is 
          $120.0 million, have been committed or on March 31, 2002, 
          whichever is earlier.  

          When successful wells are drilled, PLP has the opportunity to 
          invest in development activities designed to allow the wells 
          to produce and sell oil and gas.  At December 31, 1998, PLP 
          had invested approximately $15.0 million in development 
          activities, substantially all of which was invested during 
          1998.  No oil and gas properties owned by PLP were materially 
          producing and selling oil or gas at the end of 1998.  IMC, on 
          behalf of the PLP public unitholders, seeks to reform or 
          rescind the contracts that PLP entered into with MOXY and to 
          recoup the monies expended as a result of PLP's participation 
          in those agreements.  See Part I, Item 3, "Legal 
          Proceedings," of this Annual Report on Form 10-K.

          FACTORS AFFECTING DEMAND

          PLP's results of operations historically have reflected the 
          effects of several external factors which are beyond its 
          control and have in the past produced significant downward 
          and upward swings in operating results. Revenues are highly 
          dependent upon conditions in the North American agriculture 

<PAGE>

          industry and can be affected by crop failure, changes in 
          agricultural production practices, government policies and 
          weather. Furthermore, IMC-Agrico's business is seasonal to 
          the extent North American farmers and agricultural 
          enterprises purchase more crop nutrient products during the 
          spring and fall.

          PLP's export sales to foreign customers are subject to 
          numerous risks, including fluctuations in foreign currency 
          exchange rates and controls; expropriation and other 
          economic, political and regulatory policies of local 
          governments; and laws and policies of the United States 
          affecting foreign trade and investment.  Due to economic and 
          political factors, customer needs can change dramatically 
          from year to year.  While management does not believe the 
          current economic conditions in Asia and Latin America will 
          have a material adverse effect on PLP's results, there can be 
          no assurance that a continuation of such economic conditions 
          would not materially  impact results.  See Note 13, 
          "Operating Segments," of Notes to Financial Statements in 
          Part II, Item 8, "Financial Statements and Supplementary 
          Data," of this Annual Report on Form 10-K.

          In 1998, sales to China accounted for approximately 21 
          percent of PLP net sales. No single customer or group of 
          affiliated customers accounted for more than ten percent of  
          PLP net sales.

          OTHER MATTERS

          Environmental Health and Safety Matters 

          PLP's Program

          PLP's Environmental, Health and Safety (EHS) Plan (EHS Plan) 
          is a comprehensive plan designed to achieve sustainable, 
          predictable, measurable and verifiable EHS performance. 
          Through the EHS Plan, PLP endeavors to ensure that it 
          satisfies its obligations.  As a producer and distributor of 
          phosphate crop nutrients and a participant in oil and gas 
          activities, PLP is subject to a myriad of international, 
          federal, state, and local environmental, health and safety 
          laws. These ever-evolving standards regulate, or propose to 
          regulate: (i) the content and use of PLP's products; (ii) the 

<PAGE>

          conduct of PLP's exploration, mining, development and 
          production operations, including employee safety procedures; 
          (iii) the management and handling of raw materials; (iv) air 
          and water quality; (v) disposal of hazardous and solid 
          wastes; and (vi) post-mining land reclamation or post-
          production well closure.  For new regulatory programs, it is 
          difficult to ascertain future compliance obligations or 
          estimate future costs until implementing regulations have 
          been finalized and definitive regulatory interpretations have 
          been adopted.  PLP believes that the EHS Plan allows PLP to 
          respond to these regulatory requirements while minimizing EHS 
          risk and associated costs.  Nevertheless, there can be no 
          assurance that unexpected or additional costs, penalties, or 
          liabilities will not be incurred.

          PLP has expended, and anticipates that it will continue to 
          expend, substantial resources, both financial and managerial, 
          to comply with EHS standards. In 1999, environmental capital 
          expenditures for IMC-Agrico will total approximately $49.0 
          million, primarily related to the construction of wastewater 
          treatment areas in Florida, modification and construction 
          projects associated with phosphogypsum stacks at IMC-Agrico's 
          three concentrates plants in Florida and in Louisiana, and 
          remediation of contamination at current or former operations. 
          Additional expenditures for land reclamation activities will 
          total approximately $19.0 million.  In 2000, IMC-Agrico 
          expects environmental capital expenditures will be 
          approximately $44.0 million and expenditures for land 
          reclamation activities to be approximately $20.0 million.  
          Based on current information, it is the opinion of management 
          that PLP's contingent liability arising from EHS matters 
          including matters related to oil and gas activities, taking 
          into account established reserves, will not have a material 
          adverse effect on PLP's financial position or results of 
          operations.  However, no assurance can be given that greater-
          than-anticipated EHS expenditures will not be required in 
          1999 or in the future.

          Product Requirements and Impacts

          PLP's primary business is the production and sale of 
          phosphate crop nutrients.  International, federal and state 
          standards: (i) require registration of all crop nutrients 
          before those products can be sold; (ii) impose labeling 
          requirements on those products; and (iii) require producers 
          to manufacture the products to formulations set forth on the 
          labels. Various environmental, natural resource and public 

<PAGE>

          health agencies at all regulatory levels have begun 
          evaluating alleged environmental and health effects that 
          might arise from the handling and use of products such as 
          those manufactured by PLP.  Most of these evaluations are in 
          the initial stages.  Some agencies have implemented or are 
          considering standards that may restrict customers' use of 
          PLP's products because of the alleged impacts; however, it is 
          unclear whether the evaluations will result in additional 
          regulatory requirements for the industry, including PLP.  At 
          this preliminary stage, PLP cannot estimate the potential 
          impact of these standards on the market for PLP's products or 
          on the expenditures that may be necessary to meet new 
          requirements.

          Operating Requirements and Impacts

          Permitting
          PLP, through IMC-Agrico, holds numerous environmental and 
          other permits authorizing operations at each of its 
          facilities. A decision by a government agency to deny an 
          application for a new or renewed permit, or to revoke or 
          substantially modify an existing permit, could have a 
          material adverse effect on PLP's ability to continue 
          operations at the affected facility.  Expansion of PLP's 
          operations also is predicated upon securing the necessary 
          environmental or other permits.  The United States 
          Environmental Protection Agency has recently proposed 
          guidance that would allow organizations or communities to 
          challenge federally authorized permits on the basis that 
          those permits would have a disproportionate impact on 
          minority or low-income communities.  This guidance could 
          impact the ability of PLP's phosphate operations to obtain  
          timely permits, particularly in Louisiana.

          In addition, over the next two to six years, IMC-Agrico will 
          be continuing its efforts to obtain permits in support of its 
          anticipated Florida mining operations at the Ona and Pine 
          Level properties.  These properties contain in excess of 100 
          million tons of phosphate rock reserves.  For years, IMC-
          Agrico has successfully permitted mining properties in 
          Florida and anticipates that it will be able to permit these 
          properties.   Nevertheless, a denial of these permits or the 
          issuance of permits with cost-prohibitive conditions would 
          adversely impact PLP by preventing it from mining at Ona or 
          Pine Level.

<PAGE>

          Mining Operations 
          A significant number of EHS standards govern PLP's phosphate 
          mining and oil well development and production activities.  
          PLP and its affiliated entities like MMR are in substantial 
          compliance with these standards.  In October 1997, however, 
          IMC-Agrico received three notices from the United States Army 
          Corps of Engineers (Corps) alleging that IMC-Agrico had 
          violated the permits authorizing phosphate mining in certain 
          wetland areas.  After an internal audit of its Corps permits, 
          IMC-Agrico notified the Corps that IMC-Agrico had 
          inadvertently disturbed, without permits, additional wetlands 
          over which the Corps had asserted jurisdiction. IMC-Agrico 
          has had discussions with the Corps to resolve these issues.  
          A settlement agreement is pending and IMC-Agrico does not 
          expect that the settlement will have a material adverse 
          effect on IMC-Agrico's financial condition or operations.

          Management of Residual Materials
          Phosphate mining and processing and oil and gas operations 
          generate residual materials that must be managed. Phosphate 
          mining residuals such as overburden and sand tailings are 
          used in reclamation, while clay residuals are deposited in 
          clay ponds.  Phosphate processing produces phosphogypsum 
          which is stored in phosphogypsum stack systems.  Oil and gas 
          operations generate drilling muds and other wastes associated 
          with well exploration and development.  PLP has incurred and 
          will continue to incur significant costs to manage its 
          residual materials in accordance with environmental laws, 
          regulations and permit requirements.

          Florida law may require IMC-Agrico to close one or more of 
          its unlined phosphogypsum stacks and/or associated cooling 
          ponds after March 25, 2001 if the stack system or pond is 
          demonstrated to cause a violation of Florida's groundwater 
          quality standards.  IMC-Agrico has already begun closure 
          activities at its unlined gypsum stack at its New Wales 
          facility in central Florida.  IMC-Agrico cannot predict at 
          this time whether Florida will require closure of any of its 
          other stack systems.  The costs of such closure could be 
          significant.  In addition, IMC-Agrico currently operates an 
          unlined cooling pond at New Wales.  Monitoring indicates that 
          discharges from the unlined cooling pond are within Florida 
          goundwater standards.  As a result, IMC-Agrico is seeking a 
          permit to continue operating this pond.  IMC-Agrico 
          anticipates that the permit will be granted during the second 
          quarter of 1999.  However, if IMC-Agrico does not receive the 
          permit, it will need to line or relocate the cooling pond 
          which is estimated to cost approximately $50.0 million. 

<PAGE>

          On-Site Remedial Activities
          Many of PLP's currently, and formerly, owned facilities, as 
          well as facilities owned by IMC-Agrico, have been in 
          operation for many years.  The historical use and handling of 
          regulated chemical substances and crop nutrients at these 
          facilities by PLP, IMC-Agrico and predecesssor operators has 
          resulted in soil and groundwater contamination. Spills or 
          other unintended releases of regulated substances have 
          occurred previously at these facilities, and potentially 
          could occur in the future, possibly requiring PLP to 
          undertake or fund cleanup efforts.  At some locations, PLP 
          has agreed, pursuant to consent orders with the appropriate 
          governmental agencies, to undertake certain investigations, 
          which currently are in progress, to determine whether 
          remedial action may be required to address contamination.

          Material expenditures could be required by PLP in the future 
          to remediate the contamination at these current or former 
          sites.  It is PLP's policy to accrue environmental 
          investigatory and non-capital remediation costs for 
          identified sites when litigation has commenced or a claim or 
          assessment has been asserted or is probable and the   
          likelihood of an unfavorable outcome is probable.  PLP cannot 
          determine the cost of any remedial action that ultimately may 
          be required at unknown sites, sites currently under 
          investigation, sites for which investigations have not been 
          performed, or at which unanticipated conditions are 
          discovered.

          PLP believes that, pursuant to several indemnification 
          agreements, it is entitled to at least partial, and in many 
          instances complete, indemnification for a portion of the 
          costs that may be expended by PLP to remedy environmental 
          issues at certain facilities.  These agreements address 
          issues that resulted from activities occurring prior to PLP's 
          acquisition of facilities or businesses from parties 
          including ARCO; Conoco; the Williams Companies; Kerr-McGee 
          Inc.; and certain other private parties.  PLP has already 
          received and anticipates receiving amounts pursuant to the 
          indemnification agreements for certain of its expenses 
          incurred to date as well as future anticipated expenditures.

<PAGE>

          Superfund
          The Comprehensive Environmental Response Compensation and 
          Liability Act (Superfund), imposes liability without regard 
          to fault or to the legality of a party's conduct, on certain 
          categories of persons that are considered to have contributed 
          to the release of "hazardous substances" into the 
          environment. Currently, PLP is involved or concluding 
          involvement at less than ten Superfund sites.  PLP's 
          liability at these sites, either alone or in the aggregate, 
          is not currently expected to be material.  As more 
          information is obtained regarding the sites and the 
          potentially responsible parties involved, this expectation 
          could change. 

          Employees 

          PLP has no employees.  At December 31, 1998, IMC-Agrico had 
          approximately 4,284 employees.  The work force consisted of 
          1,092 salaried and 3,192 hourly employees.

          Labor Relations

          IMC-Agrico has three collective bargaining agreements with 
          three international unions or their affiliated local 
          chapters.  At December 31, 1998, approximately 86 percent of 
          the hourly work force were covered under collective 
          bargaining agreements.  One agreement covering 48 percent of 
          the hourly work force was negotiated during 1997.  Resulting 
          wage and benefit increases were consistent with competitive 
          industry and community standards.  Two agreements covering 
          approximately 38 percent of the hourly work force were  
          negotiated during 1998.  IMC-Agrico has not experienced a 
          significant work stoppage in recent years and considers its 
          employee relations to be good.

          Relationship Between PLP and IMC 

          Management and Ownership
          IMC serves as the General Partner of PLP and the directors 
          and officers of IMC perform all PLP management functions and 
          carry out the activities of PLP.  As of December 31, 1998, 
          IMC held partnership interests that represented an 
          approximate 51.6 percent interest in PLP.  As a result of 
          IMC's position as General Partner and of its ownership 
          interest, IMC has the ability to control all matters relating 
          to the management of PLP, including any determination with 

<PAGE>

          respect to the acquisition or disposition of PLP assets, 
          future issuance of additional debt or other securities of PLP 
          and any distributions payable in respect of PLP's partnership 
          interests.  In addition to such other obligations as it may 
          assume, IMC has the general duty to act in good faith and to 
          exercise its rights of control in a manner that is fair and 
          reasonable to the public unitholders of partnership 
          interests.

          During 1998, PLP distributed $0.22 per unit to the public 
          unitholders.  On January 29, 1999, PLP announced that it 
          would make a cash distribution of $0.10 per unit to public 
          unitholders for the quarter ended December 31, 1998.  Total 
          unpaid distributions due to IMC of $431.3 million existed as 
          of December 31, 1998.  PLP's distributable cash is shared 
          ratably by PLP's public unitholders and IMC, except that IMC 
          is entitled to recover its unpaid cash distributions on a 
          quarterly basis from one half of any excess of future 
          quarterly distributions over $0.60 cents per unit for all 
          units.  

          Financing Arrangements
          Reference is made to the information set forth in Note 9, 
          "Financing Arrangements," of Notes to Financial Statements in 
          Part II, Item 8, "Financial Statements on Supplementary 
          Data," of this Annual Report on Form 10-K.

          Conflicts of Interest
          The nature of the respective businesses of PLP and IMC and 
          its affiliates may give rise to conflicts of interest between 
          PLP and IMC.  Conflicts could arise, for example, with 
          respect to transactions involving potential acquisitions of 
          businesses or mineral properties, the issuance of additional 
          partnership interests, the determination of distributions to 
          be made by PLP, the allocation of general and administrative 
          expenses between IMC and PLP and other business dealings 
          between PLP and IMC and its affiliates. Except in cases where 
          a different standard may have been provided for, IMC has a 
          general duty to act in good faith and to exercise rights of 
          control in a manner that is fair and reasonable to the public 
          unitholders.  In resolving conflicts of interest, PLP's 
          limited partnership agreement (PLP Agreement) permits IMC to 
          consider the relative interest of each party to a potential 
          conflict situation which, under certain circumstances, could 
          include the interest of IMC and its other affiliates. 

<PAGE>

Item 2.   Properties.

          Information regarding the plant and properties of PLP is 
          included in Part I, Item 1, "Business," of this Annual Report 
          on Form 10-K.

Item 3.   Legal Proceedings.

          FTX Merger Litigation

          In August 1997, five identical class action lawsuits were 
          filed in Chancery Court in Delaware by unitholders of PLP.  
          Each case named the same defendants and broadly alleged that 
          FTX and FMRP Inc. (FMRP) had breached fiduciary duties owed 
          to the public unitholders of PLP.  IMC was alleged to have 
          aided and abetted these breaches of fiduciary duty.

          In November 1997, an amended class action complaint was filed 
          with respect to all cases.  The amended complaint named the 
          same defendants and raised the same broad allegations of 
          breaches of fiduciary duty against FTX and FMRP for allegedly 
          favoring the interests of FTX and FTX's common stockholders 
          in connection with the FTX Merger.  The plaintiffs claimed 
          specifically that, by virtue of the FTX Merger, the public 
          unitholders' interests in PLP's ownership of IMC-Agrico would 
          become even more subject to the dominant interest of IMC.  
          The amended complaint seeks certification as a class action 
          and an injunction against the proposed FTX Merger or, in the 
          alternative, rescissionary damages.  The defendants' moved 
          the court to dismiss the amended complaint in November 1998. 
          The plaintiffs have until March 1999 to file their response. 
          IMC and PLP intend to defend this action vigorously.

          In May 1998, IMC and PLP (collectively, Plaintiffs) filed a 
          lawsuit (IMC Action) in Delaware Chancery Court against 
          certain former directors of FTX (Director Defendants) and 
          MOXY.  The Plaintiffs allege that the Director Defendants, as 
          the directors of PLP's administrative managing general 
          partner FTX, owed duties of loyalty to PLP and its limited 
          partnership unitholders.  The Plaintiffs further allege that 
          the Director Defendants breached their duties by causing PLP 
          to enter into a series of interrelated non-arm's-length 
          transactions with MOXY, an affiliate of FTX. 

<PAGE>

          IMC also alleges that MOXY knowingly aided and abetted and 
          conspired with the Director Defendants to breach their 
          fiduciary duties.  On behalf of the PLP public unitholders, 
          IMC seeks to reform or rescind the contracts that PLP entered 
          into with MOXY and to recoup the monies expended as a result 
          of PLP's participation in those agreements.  The Director 
          Defendants and MOXY have filed motions to dismiss the 
          Plaintiffs' claims.  The defendants filed their briefs in  
          support of their motions in January 1999.  IMC filed its     
          amended complaint, and its responses to the motions to 
          dismiss in February 1999.  No trial date has been scheduled. 
          IMC intends to pursue this action vigorously.  

          In May 1998, Jacob Gottlieb filed an action (Gottlieb Action) 
          on behalf of himself and all other PLP unitholders against 
          the Director Defendants, MOXY and IMC asserting the same 
          claims that IMC asserts in the IMC Action.  Because IMC and 
          PLP had already asserted these claims, IMC has filed a motion 
          to dismiss the Gottlieb Action.  The court has not set a 
          briefing schedule for IMC's motion to dismiss.  IMC and PLP 
          intend to defend this action vigorously.

          Other

          PLP is involved from time to time in various legal 
          proceedings of a character normally incident to its 
          businesses.  PLP believes that its potential liability in any 
          such pending or threatened proceedings will not have a 
          material adverse effect on the financial condition or results 
          of operations of PLP.  PLP, through IMC and IMC-Agrico, 
          maintains liability insurance to cover some, but not all, 
          potential liabilities normally incident to the ordinary 
          course of its businesses with such coverage limits as 
          management of IMC deems prudent.

Item 4.   Submission of Matters to a Vote of Security Holders. 

          Not applicable.  

PART II.

Item 5.   Market for Registrant's Partnership Units and Related 
          Unitholder Matters. 

<PAGE>

          PLP's partnership units trade on the NYSE under the symbol 
          PLP. The PLP unit price is reported daily in the financial 
          press under "PLP" in most listings of NYSE securities.  At 
          March 15, 1999 the number of holders of record of the 
          partnership's units was 8,867.  Under federal law, ownership 
          of PLP units is limited to "United States citizens."  A 
          United States citizen is defined as a person who is eligible 
          to own interests in federal mineral leases, which generally 
          includes: (i) United States citizens; (ii) domestic entities 
          owned by United States citizens; and (iii) domestic 
          corporations owned by United States citizens and/or certain 
          foreign persons. The following table sets forth, for the 
          periods indicated, the range of high and low sales prices, as 
          reported by the NYSE.
<TABLE>
<CAPTION>

                                    1998               1997
                              ---------------    ----------------
                               High      Low      High       Low 
                               ----      ---      ----       ---
          <S>                 <C>      <C>       <C>       <C> 
          First Quarter       $ 8.75   $ 6.63    $18.75    $16.50
          Second Quarter        7.38     5.44     17.13     14.38
          Third Quarter         9.25     6.25     14.81     12.06
          Fourth Quarter       10.81     7.88     12.81      8.56
</TABLE>

<TABLE>
          Ownership at December 31, 1998:
<CAPTION>
                                    Units         Percent
                                 -----------      -------
          <S>                    <C>               <C>
          Public unitholders      50,080,645        48.4
          IMC                     53,385,133(a)     51.6
                                 -----------       -----
                                 103,465,778       100.0
                                 ===========       =====

          (a)  Includes 1,036,983 of partnership interests beneficially 
               owned by IMC.
</TABLE>

<PAGE>

          Cash distributions declared and paid to public unitholders 
          during 1998 totaled $0.22 per unit. Cash distributions to 
          public unitholders are determined by available distributable 
          cash resulting from operations of the partnership and the 
          terms of the PLP Agreement. Distributable cash is shared 
          ratably by PLP's public unitholders and IMC, except that IMC 
          will be entitled to receive the unpaid cash distributions, 
          totaling $431.3 million at December 31, 1998, from one-half  
          of the quarterly distributable cash after the payment of 
          $0.60 per unit to all unitholders.  Cash and property 
          distributions paid during 1998 and 1997 are shown below:
<TABLE>
<CAPTION>

                                     1998
              ---------------------------------------------------
              Distribution
                Per Unit          Record Date        Payment Date
              ------------       ------------       -------------
              <S>                <C>                <C>
                  $0.13          Aug. 7, 1998       Aug. 14, 1998
                   0.09          Nov. 5, 1998       Nov. 13, 1998

                                     1997
              Distribution  
                Per Unit          Record Date        Payment Date
              ------------       ------------       -------------
                 $ 0.31         Apr. 30, 1997        May 15, 1997
                   0.33         Jul. 31, 1997       Aug. 15, 1997
                   0.10         Oct. 31, 1997       Nov. 15, 1997
             0.1 FSC share(b)   Dec. 22, 1997       Dec. 22, 1997

          (b) The December 22, 1997 distribution was a special 
              distribution made in connection with the FTX Merger 
              whereby PLP distributed its ownership in FSC.  Each 
              unitholder's basis for each PLP unit requires adjustment 
              as a result of PLP's distribution of FSC.  Further 
              information regarding such adjustment was included with 
              1997 unitholder tax information.
</TABLE>

<PAGE>

Item 6.   Selected Financial Data.
<TABLE>

                            Five Year Comparison
                   (In millions, except per unit amounts)

<CAPTION>
                                     Years ended December 31,
                           1998(a)  1997(b)  1996(c)  1995(d)  1994(e)
                          -------- -------- -------- -------- --------
          <S>             <C>      <C>      <C>      <C>      <C>
          Statement of Operations Data:     
          Net sales       $  687.3 $  842.5 $  957.0 $  995.1 $  765.3 
          Operating earnings 
           (loss)             69.5   (300.4)   211.8    194.6    120.6
          Earnings (loss)     32.3   (355.1)   177.3    161.4     84.0
          Earnings (loss)
           per unit           0.31    (3.43)    1.71     1.56     0.81
          Distributions per publicly held unit:     
            Cash              0.22     1.34     2.44     2.42     2.40
            Property             -     1.21        -        -       -
          Average units 
           outstanding       103.5    103.5    103.5    103.5    103.7 
     
          Balance Sheet Data (at end of period):     
          Property, plant 
           and equipment, 
           net            $  477.5 $  432.5 $  919.2 $  949.1 $  910.4
          Total assets       719.8    665.5  1,199.8  1,229.1  1,147.0 
          Long-term debt, 
           including 
           current 
           portion           561.3    519.8    403.4    384.6    369.0 
         Partners' capital 
           (deficit)        (159.0)  (168.4)   359.7    404.5    447.7 

         (a)  Includes charges of $62.6 million, or $0.61 per unit, 
              resulting from the profit-improvement program initiated 
              by IMC (Profit Improvement Program).  See "Restructuring 
              Charges," in Part II, Item 7, "Management's Discussion 
              and Analysis of Financial Condition and Results of 
              Operations," of this Annual Report on Form 10-K for 
              further detail.
         (b)  Includes charges totaling $406.0 million, or $3.92 per 
              unit, consisting of $384.5 million for an impairment 
              assessment of sulphur assets and $21.5 million related to 
              the FTX Merger.  Also includes a $14.5 million 
              extraordinary loss, or $0.14 per unit, relating to early 
              extinguishment of debt.

<PAGE>

         (c)  Includes a gain of $11.9 million, or $0.12 per unit, 
              resulting from the increase in PLP's ownership of IMC-
              Agrico and  non-recurring charges of $3.0 million, or 
              $0.03 per unit, for asset valuations at IMC-Agrico.
         (d)  Includes charges totaling $18.1 million, or $0.18 per 
              unit, primarily related to costs associated with stock 
              appreciation rights resulting from the significant rise 
              in FTX's common stock price during the year.
         (e)  Includes a charge of $10.9 million, or $0.11 per unit, 
              primarily for certain remediation costs.
</TABLE>

Item 7.   Management's Discussion and Analysis of Financial Condition 
          and Results of Operations.  

          INTRODUCTION

          Management's Discussion and Analysis of Financial Condition 
          and Results of Operations should be read in conjunction with 
          PLP's financial statements and the accompanying notes.  PLP's 
          business operations now consist of: (i) its 41.5 percent 
          joint venture interest in IMC-Agrico; (ii) its interest in 
          the Exploration Program; and (iii) certain other oil and gas 
          operations. IMC-Agrico's operations consist of its phosphate 
          crop nutrients business (IMC-Agrico Phosphates) and its 
          animal feed ingredients business (IMC-Agrico Feed 
          Ingredients).  The amounts included for the Phosphates and 
          Feed Ingredients discussion are shown in total for each 
          segment.

          RESULTS OF OPERATIONS

          Overview

          1998 Compared to 1997  
          PLP's 1998 net sales of $687.3 million decreased 18 percent 
          from net sales of $842.5 million in 1997.  Gross margins for 
          1998 of $179.5 million, excluding non-recurring charges of 
          $8.0 million, increased from comparable 1997 margins of 
          $177.0 million, excluding a non-recurring charge of $384.5 
          million.  The non-recurring charges are discussed more fully 
          below.  

<PAGE>

          Earnings in 1998, excluding non-recurring charges of $62.6 
          million, or $0.61 per unit, related to the Profit Improvement 
          Program, were $94.9 million, or $0.92 per unit.  Including 
          the non-recurring charges, earnings were $32.3 million, or 
          $0.31 per unit.  See "Restructuring Charges."  In 
          1997, earnings, excluding: (i) a non-recurring charge of 
          $384.5 million or $3.71 per unit, related to a sulphur asset 
          impairment (see Note 4, "Non-Recurring Charges," of Notes to 
          Financial Statements in Part II, Item 8, "Financial 
          Statements and Supplementary Data," of this Annual Report on 
          Form 10-K); (ii) a non-recurring charge of $21.5 million, or 
          $0.21 per unit, related to the FTX Merger; and (iii) an 
          extraordinary charge of $14.5 million, or $0.14 per unit,  
          related to the early extinguishment of high-cost debt, were 
          $65.4 million, or $0.63 per unit.  Including the non-
          recurring and extraordinary charges, losses were $355.1 
          million, or $3.43 per unit.  

          The decrease in sales was primarily driven by the absence of 
          PLP's sulphur business and its 58.3 percent interest in Main 
          Pass both of which were transferred to FSC as a result of the 
          FTX Merger in December 1997.  The increase in earnings, 
          excluding non-recurring charges, was primarily a result of 
          the absence of certain general and administrative expenses as 
          a result of the FTX Merger.

          1997 Compared to 1996
          PLP's 1997 net sales of $842.5 million decreased 12 percent 
          from net sales of $957.0 million in 1996.  Gross margins for 
          1997 of $177.0 million, excluding the non-recurring charges 
          discussed above, decreased from comparable 1996 margins of 
          $260.6 million, excluding non-recurring charges of $3.0 
          million, discussed in more detail below.

          Earnings for 1997, excluding the non-recurring charges 
          discussed above, were $65.4 million, or $0.63 per unit.  
          Including the non-recurring and extraordinary charges 
          discussed above, losses were $355.1 million, or $3.43 per 
          unit.  In 1996, earnings, excluding non-recurring charges of 
          $3.0 million, or $0.03 per unit, relating to asset valuations 
          at IMC-Agrico, totaled $180.3 million, or $1.74 per unit.  
          Including the non-recurring charges, earnings were $177.3 
          million, or $1.71 per unit.  

<PAGE>

          The decreases in sales was primarily driven by decreases in 
          sales volumes and realizations from both the concentrated 
          phosphate and phosphate rock operations.  The decrease in 
          earnings, excluding non-recurring charges, primarily resulted 
          from the following: (i) decreases in sales discussed above; 
          (ii) an increase in oil and gas exploration expenses related 
          to the Exploration Program; and (iii) increased sulphur 
          production costs.

<TABLE>
          IMC-Agrico Phosphates
          (Dollars in millions)
<CAPTION>

                         Years ended December 31,  % Increase(Decrease)
                         ----------------------------------------------
                              1998       1997       1996    1998  1997
                              ----       ----       ----    ----  ----
          <S>              <C>        <C>        <C>         <C>  <C>
          Net sales        $1,572.8   $1,484.8   $1,661.3     6   (11)
          Gross margins      $375.6(c)  $298.7     $411.4(d) 26   (27)
          As a percentage of
           net sales             24%        20%        25%  
          Sales volumes  
           (000 tons)(a)      7,313      7,105      7,382     3    (4)
          Average DAP price 
           per short ton(b   $  178     $  176     $  186     1    (5)

          (a)  Sales volumes include tons sold captively and represent 
               dry product tons, primarily DAP.	
          (b)  FOB plant.
          (c)  Before non-recurring charges of $17.2 million.		
          (d)  Before non recurring charges of $6.9 million.
</TABLE>
	
          1998 Compared to 1997
          Phosphates' net sales of $1,572.8 million in 1998 increased 
          six percent from $1,484.8 million in 1997.  Increased 
          shipments of concentrated phosphates contributed an 
          additional $57.7 million to net sales.  The majority of the 
          volume growth came from increased domestic shipments of DAP 
          and GMAP, which each increased 17 percent, partially offset 
          by decreased GTSP volumes of 13 percent.  The increase in DAP 
          and GMAP was primarily a result of a strong spring season, an 
          increase in the number of supply contracts and spot sales to 
          certain larger co-ops.  The decrease in GTSP was primarily 

<PAGE>

          the result of the availability in the marketplace of 
          aggressively priced imports.  International sales volumes 
          rose slightly compared to the prior year as increased 
          shipments of GMAP and merchant acid were partially offset by 
          decreased shipments of DAP.  In addition, average sales 
          realizations of concentrated phosphates, particularly DAP, 
          favorably impacted net sales by $20.5 million.  Net sales 
          were also favorably impacted by $6.6 million due to higher 
          domestic phosphate rock sales volumes.

          Gross margins of $375.6 million in 1998, excluding non-
          recurring charges of $17.2 million, climbed 26 percent from 
          $298.7 million in 1997, primarily as a result of the 
          increased volumes and prices discussed above as well as 
          favorable raw material costs.

          1997 Compared to 1996
          Phosphates' net sales of $1,484.8 million in 1997 decreased 
          11 percent from $1,661.3 million in 1996.  Decreased sales 
          volumes of concentrated phosphates caused a decline in net 
          sales of $45.0 million.  The majority of the decline came 
          from reduced domestic shipments of DAP and GTSP, which 
          declined 17 and 11 percent, respectively, offset by increased 
          GMAP volumes of 18 percent. The decline in DAP and GTSP 
          volumes was primarily due to overall weakened demand and a 
          focus on higher margin GMAP opportunities.  International 
          sales volumes were relatively flat in 1997 compared to 1996, 
          as decreased shipments of DAP and GTSP were offset by 
          increased shipments of GMAP.  In addition, average sales 
          realizations of concentrated phosphates, particularly DAP, 
          unfavorably impacted net sales by $49.2 million.  Net sales 
          were also unfavorably impacted by $56.7 million due to lower 
          phosphate rock sales volumes as a result of Phosphates' 
          strategic decision to phase out third-party sales of 
          phosphate rock.  This action was taken to maximize relative 
          values of rock and concentrated phosphates by utilizing 
          high-quality reserves for internal upgrading.

          Gross margins declined 27 percent in 1997 to $298.7 million 
          from $411.4 million, excluding non-recurring charges of $6.9 
          million in 1996, primarily due to the lower volumes and   
          prices discussed above.  In addition, gross margins reflected 
          the benefit of a change to market-based acid pricing to Feed 
          Ingredients.

<PAGE>

          IMC-Agrico Feed Ingredients

          1998 Compared to 1997
          Net sales of $164.4 million increased one percent from $163.5 
          million in 1997.  Gross margins of $30.6 million decreased 24 
          percent from $40.3 million in 1997.  The decrease in margins 
          was primarily attributable to an increase in the price of 
          acid purchased from Phosphates.

          1997 Compared to 1996
          Net sales of $163.5 million increased six percent from $154.6 
          million in 1996 due to slightly higher domestic volumes and 
          prices.  Gross margins of $40.3 million decreased two percent 
          from $41.2 million in 1996.  The decrease in margins was 
          primarily due to increased costs as a result of a change in 
          the price of acid purchased from Phosphates.

          Sulphur

          1998 Compared to 1997
          There were no sulphur sales in 1998 as a result of the 
          contribution of PLP's sulphur businesses to FSC in 
          conjunction with the FTX Merger.

          1997 Compared to 1996
          Sulphur sales volumes through December 22, 1997 were flat 
          compared with 1996, as PLP continued to operate its Main Pass 
          and Culberson mines at reduced rates.  Unit production costs 
          in 1997 increased 12 percent from 1996 levels due to higher 
          maintenance costs and natural gas usage.

          Oil and Gas Operations

          1998 Compared to 1997
          Exploration expenses incurred in conjunction with the 
          Exploration Program were $20.9 million for 1998, an increase 
          of 32 percent from $15.8 million in 1997.  Current year 
          expenses were primarily attributable to dry hole costs which 
          largely resulted from unsuccessful drilling at West Cameron 
          157, Atchafalaya Bay and Grand Isle 54, as well as geological 
          and geophysical expenses.

<PAGE>

          Recent operational activities are as follows: 

          -  At year-end, approximately half of the exploration capital 
             under the Exploration Program had been expended, and PLP's 
             share was approximately $70.0 million through 1998 
             compared to less than $30.0 million at the end of 1997.  
             PLP's share of the development costs was approaching $15.0 
             million at year-end 1998.  Development capital is in 
             addition to the committed exploration capital.  The 
             majority of the development work to date was performed in 
             1998.

          -  In 1998, PLP participated with MMR in the drilling of 
             eight exploratory wells and one development well as 
             defined by the Exploration Program.  Four of the 
             exploration wells and the development well were 
             successful.  In 1997, PLP participated with MMR in the 
             drilling of seven exploration wells of which three were 
             successful.

          -  Currently, two fields in the Gulf, south of the Louisiana 
             coast, are developed and capable of production.  Vermilion 
             159 has a platform with one well and two separate 
             completion intervals.  Production began in January 1999, 
             and test rates in February exceeded 15 million cubic feet 
             of gas per day and 600 barrels of condensate per day.  
             West Cameron 616 has a platform with three wells and five 
             separate completion intervals.  While there was no 
             production prior to year-end, preliminary testing in 
             February 1999 exceeded 70 million cubic feet of gas per 
             day from all five completions.

          -  PLP participated in a successful exploration well at West 
             Cameron Block 492 (West Cameron) during 1997 and 
             participated in a second successful well at West Cameron 
             during 1998.  Additional work will be required to 
             determine the potential for West Cameron; the Exploration 
             Program owns a 50 percent working interest in this well.

          -  PLP participated in a successful exploration well at 
             Brazos Block A-19 (Brazos) in 1998.  The Exploration 
             Program owns a 35 percent working interest in Brazos 
             located about 100 miles southwest of Galveston, Texas.  At 
             this time the owners are discussing plans for additional 
             development.

<PAGE>

          1997 Compared to 1996
          Main Pass oil operating results were as follows prior to 
          the FTX Merger:
<TABLE>
<CAPTION>

                                          1997         1996    
                                        ---------   ---------
          <S>                           <C>         <C>
          Sales (barrels)               1,578,600   1,895,500
          Average realized price           $18.22      $19.49
          Operating income (in millions)     $2.0       $10.3
</TABLE>

          PLP did not participate in exploration activities with MMR 
          in 1996.  However, in 1997 PLP participated in the 
          drilling of seven wells.  Three of these were successful 
          and four were unsuccessful (dry holes).  Two of the three 
          successful wells helped delineate the West Cameron 616 
          field and one was a discovery well for West Cameron.  One 
          of the dry holes was a well at Vermilion 159 which 
          provided additional information and helped support the 
          drilling of the Vermilion well in Block 159 that was 
          successfully drilled in 1998.

<TABLE>

          Selling, General and Administrative Expenses
          (In millions)
<CAPTION>
                                                          % Increase
                              Years Ended December 31,    (Decrease)
                              ------------------------    ----------
                                1998    1997    1996      1998  1997
                                ----    ----    ----      ----  ----
          <S>                 <C>     <C>       <C>       <C>    <C>
          Selling, general 
           and administrative 
           expenses           $  26.5 $ 54.5(a) $ 55.2    (51)   (1)

          (a)  Before special non-recurring merger charges of $22.6 
               million related to the FTX Merger.

<PAGE>

          1998 Compared to 1997
          In 1998, selling, general and administrative expenses 
          decreased as compared to 1997 primarily as a result of the 
          absence of the sulphur operations and allocated FTX general 
          and administrative expenses which were eliminated as a result 
          of the FTX Merger.

          1997 Compared to 1996
          Selling, general and administrative expenses for 1997 
          remained consistent with 1996.

          Restructuring Charges
          (The following discussion discloses amounts in total for IMC-
          Agrico.)

          During the fourth quarter of 1998, IMC-Agrico developed and 
          began execution of a plan to improve profitability.  The 
          Restructuring Plan was comprised of four major initiatives: 
          (i) the combination of the potash and phosphates business 
          units in an effort to realize certain operating and staff 
          function synergies; (ii) restructuring of the phosphate rock 
          mining and concentrated phosphate production/distribution 
          operations and processes in an effort to reduce costs; (iii) 
          simplification of the current business activities by 
          eliminating businesses not deemed part of IMC-Agrico's core 
          competencies; and (iv) reduction of operational and 
          administrative headcount.  In conjunction with the 
          Restructuring Plan, IMC-Agrico recorded pre-tax charges 
          totaling $148.8 million in the fourth quarter of 1998. 

          As a result of the specific plans described below, IMC-Agrico 
          expects to increase operating earnings by an estimated $100.0 
          million over the next two years, with approximately half of  
          that amount expected to be realized in 1999.  The increase in 
          earnings is anticipated to result from simplification of the 
          business, shut-down of high-cost operations, exit from low-  
          margin businesses and headcount reductions.  The 
          Restructuring Plan (shown below in tabular format) primarily 
          relates to the following:

<PAGE>

          Asset impairments
          The Restructuring Plan included the removal of property, 
          plant and equipment, as well as the write-down to fair value 
          of those assets made obsolete due to the decision to close 
          certain facilities and forego or abandon certain mineral 
          properties.  In order to determine the write-down of assets 
          affected by the Restructuring Plan, and in accordance with 
          Statement of Financial Accounting Standard (SFAS) No. 121, 
          "Accounting for the Impairment of Long-Lived Assets and for 
          Long-Lived Assets to be Disposed Of," IMC-Agrico performed an 
          assessment of future cash flows and, accordingly, adjusted 
          the assets to their appropriate fair values.  

          The majority of the impairment occurred at Phosphates' 
          Florida production facilities where property, plant and 
          equipment was written down by approximately $48.8 million to 
          fair value.  Phosphates developed a new strategic mine plan 
          (Mine Plan) which identified asset reductions, lower 
          operating costs and optimal phosphate rock management as key 
          drivers in the restructuring of operations.  The write-down  
          of impaired assets in connection with the Mine Plan primarily 
          consisted of facilities, production equipment, operating  
          supplies, land and mineral reserves.  The remaining $0.4 
          million of asset impairments was recorded at Feed Ingredients 
          for the permanent closure of a limestone rock production   
          facility.        

          The $49.2 million in asset impairment charges included $13.3 
          million pertaining to assets which will continue to be 
          utilized until their respective disposal dates, primarily 
          within the first nine months of 1999.  The estimated fair 
          value of these assets, which will be depreciated over their 
          respective remaining periods of service, reflected estimated 
          operating net cash flows until disposition.

          Non-employee exit costs
          In accordance with the objective of the Mine Plan, to 
          optimize phosphate rock management, Phosphates decided to 
          permanently close a high-cost phosphate rock mine.  As a 
          result of this decision, IMC-Agrico recorded a charge of 
          $18.4 million for the demolition and other incremental costs 
          of closure of the mine.  The closure costs included 
          approximately $15.5 million for incremental environmental 
          land reclamation of the surrounding mined-out areas. IMC-
          Agrico expects the demolition and closure activities to be 
          essentially completed by the end of the third quarter of 
          1999.  

<PAGE>

          IMC-Agrico also decided to close certain production 
          operations in connection with the Restructuring Plan, 
          principally the uranium and urea operations of Phosphates.  
          This decision was based on an analysis of the future outlook 
          for these products, taking into consideration whether the 
          operations were part of IMC-Agrico's core businesses.  These 
          operations were determined to be non-core businesses and IMC-
          Agrico recorded charges of approximately $12.8 million for 
          demolition and closure, including environmental costs, of the 
          uranium and urea production facilities.  IMC-Agrico expects 
          the demolition and closure activities to be completed by 
          late-1999.  Other various exit costs totaled $6.4 million.

          In connection with the Restructuring Plan, IMC-Agrico decided 
          to discontinue its transportation of ammonia from Louisiana 
          to its phosphate operations in Florida.  This decision was 
          based on current market conditions which secured the 
          availability of ammonia to IMC-Agrico and which made the 
          high-cost transportation of ammonia from Louisiana to Florida 
          unnecessary.  As a result, IMC-Agrico recorded a charge of 
          $13.2 million for the net present value of costs associated 
          with permanently idling leased equipment used in the 
          transportation of ammonia from Louisiana. 

          Employee headcount reductions
          As part of the Restructuring Plan, IMC-Agrico implemented 
          headcount reductions.  Certain of these reductions were a 
          result of the closing and/or exiting of production 
          operations, as discussed above.  To facilitate headcount 
          reductions, IMC-Agrico offered a voluntary retirement program 
          for eligible employees.  In addition, certain involuntary 
          eliminations of positions, which were communicated prior to 
          December 31, 1998, were necessary in order to achieve desired 
          staffing levels.  A total of 168 employees accepted the 
          voluntary retirement plan by December 31, 1998, with 106 of 
          those employees having left as of that date.  The remaining 
          voluntarily terminated employees will leave by June 1999.  
          Additionally, a total of 396 employees were involuntarily 
          terminated and had left IMC-Agrico by the end of February 
          1999.  Virtually all severance payments were disbursed 
          subsequent to December 31, 1998. 

<PAGE>

          As a result of the employee terminations necessitated by the 
          Restructuring Plan, settlement, curtailment and special 
          termination charges of $8.6 million were recorded in 
          accordance with SFAS No. 88, "Employers' Accounting for 
          Settlements and Curtailments of Defined Benefit Pension Plans 
          and for Termination Benefits."  The related liabilities have 
          been classified in Other noncurrent liabilities in the 
          Consolidated Balance Sheet.  See Note 10, "Other Noncurrent 
          Liabilities" and Note 11, "Pensions and Other Postretirement 
          Benefits," of Notes to Financial Statements in Part II, Item 
          8, "Financial Statements and Supplementary Data," of this 
          Annual Report on Form 10-K.

          Inventories and spare parts of exited businesses
          Phosphates recorded charges of approximately $17.2 million to 
          reduce the carrying value of finished goods inventories on-
          hand to net realizable value at December 31, 1998, as a 
          result of the decision to exit certain businesses.        

          The Restructuring Plan included a major reduction in 
          production assets.  The reduction was accomplished through 
          the permanent shut-down of select mining facilities as well 
          as a cut-back in concentrate facilities.  Given the reduction 
          in facilities and the resulting decrease in production,     
          historical levels of spare parts inventory that had been 
          maintained by IMC-Agrico were no longer necessary or 
          warranted.  Therefore, IMC-Agrico recorded a charge of $8.7 
          million for the write-off of spare parts inventory.   

</TABLE>
<TABLE>
          Details of the restructuring charges were as follows:
<CAPTION>
                                                Activity	
                                            ----------------
                               Restructuring Cash  Remaining
                                  Charges    Paid   Non-Cash  Accrual	
                                  -------   ------ ---------  -------
          <S>                     <C>       <C>      <C>      <C>
          Asset impairments:    
          Facilities closed prior 
           to December 31, 1998   $ 35.9   $    -    $ 35.9   $    -
          Facilities to be 
           closed in 1999           13.3        -      13.3        -
    
          Non-employee exit costs:    
          Demolition and closure
           costs                    31.2        -         -     31.2
          Idled leased 
           transportation equipment 13.2        -         -     13.2
          Other                      6.4      0.6       1.2      4.6

<PAGE>

          Employee headcount reductions:    
          Severance benefits        14.3      0.2      14.1        -
          Settlement, curtailment 
           and special termination 
           benefits                  8.6        -       8.6        -
    
          Inventories and spare parts of exited businesses:    
          Finished goods 
           inventories              17.2        -      17.2        -
          Spare parts inventories    8.7        -       8.7        -
                                  ------   ------    ------   ------
    
          Total                   $148.8   $  0.8    $ 99.0   $ 49.0
                                  ======   ======    ======   ======
</TABLE>

          All restructuring charges have been recorded as a separate 
          line item on the Consolidated Statement of Operations, except 
          for the finished goods inventory write-down which was 
          recorded in Cost of goods sold.

<TABLE>
          Interest Expense
          (In millions)
<CAPTION>
                                                          % Increase
                             Years ended December 31,     (Decrease)
                             ------------------------    ------------
                               1998    1997    1996      1998    1997
                               ----    ----    ----      ----    ----
          <S>                 <C>     <C>     <C>         <C>      <C>
          Interest expense    $ 40.2  $ 35.7  $ 33.7      13       6
</TABLE>

          The increase in interest expense in 1998 as compared to 1997 
          was due to higher average borrowings for 1998 as compared to 
          1997.  These funds were  utilized to fund the oil and gas 
          expenditures primarily related to the Exploration Program.

          CAPITAL RESOURCES AND LIQUIDITY

          PLP generates cash through distributions from its joint 
          venture operations in IMC-Agrico and has sufficient borrowing 
          capacity to meet its operating and discretionary spending 
          requirements. Net cash provided by operating activities 
          totaled $79.5 million for 1998 versus $103.4 million for 
          1997.  This decrease in net cash provided by operating 
          activities of $23.9 million was mainly attributable to the 
          absence of PLP's share of cash distributions from IMC-Agrico 
          in excess of interest in capital.

<PAGE>

          Net cash used in investing activities for 1998, which 
          consisted primarily of capital expenditures, remained 
          consistent with 1997.  Capital expenditures increased $10.9 
          million from the prior year primarily due to an increase in 
          oil and gas outlays of $8.9 million related to the  
          Exploration Program.  Capital expenditures related to the  
          Exploration Program totaled $44.4 million for 1998 and 
          included $29.8 million of exploration costs and $14.6 million 
          for well development costs.

          Net cash used in financing activities for 1998 was $5.2 
          million which decreased $19.6 million as compared to 1997.  
          This decrease was primarily the result of a $96.7 million 
          reduction in distributions to unitholders, which was the 
          result of increased Exploration Program funding requirements, 
          along with the absence of $23.3 million in cash transferred 
          to FSC as a result of the FTX Merger.  This decrease was 
          partially offset by lower net debt proceeds of $100.4 million 
          as additional debt was issued in the third and fourth 
          quarters of 1997 in anticipation of the additional capital 
          requirements for the Exploration Program and the rights 
          offering by MMR.
 
          CONTINGENCIES

          Reference is made to Note 12, "Commitments and 
          Contingencies," of Notes to Financial Statements in Part II, 
          Item 8, "Financial Statements and Supplementary Data," of 
          this Annual Report on Form 10-K.

          ENVIRONMENTAL 

          Reference is made to "Other Matters - Environmental, Health 
          and Safety Matters," in Part I, Item 1 of this Annual Report 
          on Form 10-K.

          YEAR 2000 READINESS DISCLOSURE

          All references herein to PLP refer to PLP's business 
          activities as executed through its ownership interest in IMC-
          Agrico.  Like other businesses dependent on modern 
          technology, PLP must address potential Year 2000-related 
          issues.  PLP and IMC (as General Partner) are progressing 
          through a comprehensive program (Year 2000 Program) to 
          evaluate and address the impact of Year 2000-related issues 
          on PLP's operational systems, business application software, 
          computer hardware, facilities infrastructure and equipment 
          with embedded technology and Year 2000-related risks 
          associated with its vendors and customers.  

<PAGE>

          PLP's Year 2000-related effort is a cooperative venture 
          coordinated among all of the business units of IMC and 
          appropriate members of IMC's senior management.  Progress 
          reviews are held regularly with senior management and the 
          Board of Directors of IMC.   IMC has also created the 
          position of Year 2000 Risk Manager to provide leadership, 
          oversight and coordination of its Year 2000 project. 

          State of Readiness
          PLP is using both internal and external resources to 
          implement its Year 2000 Program, which includes the following 
          overlapping phases: (i) system inventory and analysis; (ii) 
          remediation, testing and implementation; and (iii) vendor and 
          customer review.   PLP expects that its Year 2000 Program 
          will be substantially complete by the end of the third 
          quarter of 1999. 

          System Inventory and Analysis Phase  The system inventory and 
          analysis phase consists of compiling a detailed inventory of 
          all of PLP's systems and platforms to determine which items 
          are date sensitive, affected by the Year 2000, and therefore, 
          require remediation.  PLP has focused specifically on the 
          following seven target areas: (i) business application 
          software; (ii)  mainframe hardware and software; (iii) 
          network servers; (iv) desktop environment; (v) network and 
          telephone systems; (vi) non-information technology assets and 
          facilities; and (vii) major suppliers and service providers. 
          This analysis has involved both an internal assessment 
          conducted by PLP engineers, technicians and managers, as well 
          as contact with the manufacturers of computer systems and 
          equipment used by PLP in its operations.  PLP has 
          substantially completed its system inventory and analysis 
          phase.  The principal business application systems requiring 
          remediation that were identified by PLP during this stage 
          include the following systems: (i) equipment maintenance; 
          (ii) spare parts inventory; (iii) purchasing; (iv) mine 
          simulation; (v) payroll/human resource; and (vi) 
          financial/accounting. In addition, certain PLP plants have 
          identified production control systems that will require Year 
          2000-related remediation in order to remain operative.

          Remediation, Testing and Implementation Phase  The 
          remediation, testing and implementation phase involves 
          determining and implementing a remediation method (upgrade, 
          replace or discontinue) that is most appropriate for each 
          specific date-sensitive item.   The remediated item is then 
          tested and returned to normal operations when Year 2000-

<PAGE>

          related issues have been addressed.  Testing includes 
          functional testing of remedial measures and regression 
          testing to validate that changes have not altered existing 
          functionality.  System manufacturers have provided testing 
          procedures for their equipment and have been available for 
          consultations about Year 2000-related testing. 

          As a separate initiative, IMC is implementing its Global 
          Vision Project, an enterprise-wide resource planning (ERP) 
          software package.  Its scope includes accounts payable, 
          inventory, purchasing, general ledger, payroll, human 
          resources and plant maintenance.  This new ERP software and 
          the improvements to the infrastructure hardware required to 
          support the Global Vision Project should further remediate 
          issues associated with the Year 2000.  PLP expects to have 
          substantially completed the remediation testing and 
          implementation phase in the second quarter of 1999.

          Vendor and Customer Review Phase  Vendor reviews consist of 
          assessing vendor readiness, and if necessary, identifying 
          alternate channels to receive critical materials and/or 
          supplies.  PLP has developed a questionnaire that has been 
          submitted to its primary suppliers and vendors to determine 
          their Year 2000-related status.  PLP currently is analyzing 
          the information provided in these responses, and will 
          determine the best way to address any specific issues.  As an 
          additional precaution, PLP's purchase orders now contain a 
          Year 2000-related clause to help ensure that any newly 
          purchased equipment adequately addresses Year 2000-related 
          issues.

          Although PLP is attempting to monitor and validate the  
          efforts of other parties, it may not have control over the 
          success of these efforts.  If satisfactory commitments from 
          key suppliers are not received, PLP is forming plans for the 
          continuing availability of critical materials and supplies 
          through alternate channels.  In general, however, PLP is 
          satisfied with the progress made by key vendors to date and 
          no critical issues have been identified.  

          In addition to investigating its key suppliers, PLP will be 
          contacting key customers to explain its Year 2000-related 
          efforts and to solicit certain information about each 
          customer's Year 2000-related efforts to assess potential Year 
          2000-related problems that could affect future orders from 
          such customers.  

<PAGE>

          MMR Review  
          PLP is assessing Year 2000-related issues with respect to the 
          Exploration Program.  PLP is monitoring the public 
          disclosures of MMR with respect to its progress toward 
          remediation of its Year 2000-related issues and, as 
          appropriate, has discussions with MMR personnel regarding 
          MMR's Year 2000-related issues.

          Costs
          PLP does not currently expect that the costs of addressing 
          its Year 2000-related issues will have a material effect on 
          its financial position, results of operations or liquidity.  
          Modification costs related to Year 2000-related issues are 
          expensed as incurred and are funded through operating cash 
          flows.  PLP estimates its total Year 2000-related technology 
          and non-information technology systems remediation costs to 
          be approximately $0.7 million, of which $0.2 million was 
          expended in 1998.  The remaining costs will be incurred 
          during 1999.  A sizable portion of these costs represent the 
          redeployment of existing employee resources rather than 
          incremental expenses. 

          Risks
          Progress reports on PLP's Year 2000 Program are presented 
          regularly to IMC's Board of Directors and senior management. 
          As the program continues, PLP may discover additional Year 
          2000-related challenges, including that remediation plans are 
          not feasible or that the cost of such plans exceed current 
          expectations.  In many cases, PLP is relying on written 
          assurances from vendors that the current systems are, or that 
          new or upgraded systems acquired by PLP will, adequately 
          address Year 2000-related issues.  PLP believes that one of 
          its principal Year 2000-related risks is the effect Year 
          2000-related issues will have on its vendors, especially its 
          utilities vendors.  A substantial part of PLP's day-to-day 
          operations is dependent on power, transportation systems and 
          telecommunication services, as to which alternative sources 
          of service may not be available.  PLP will continue to 
          investigate the readiness of its suppliers, including 
          utilities, and pursue the availability of alternatives to 
          further diminish the extent of any impact Year 2000-related 
          issues may have on PLP.  Although there can be no assurance 
          that PLP will be able to complete all of the modifications in 
          the required time frame or that no unanticipated events will 
          occur, it is management's belief that PLP is taking adequate 
          action to address Year 2000-related issues.  However, because 

<PAGE>

          of the range of possible issues and the large number of 
          variables involved, it is impossible to quantify the 
          potential cost of problems should PLP's remediation efforts 
          or the efforts of those it does business with not be 
          successful.  If either PLP or its vendors fail to adequately 
          address Year 2000-related issues, PLP may suffer business 
          interruptions.  If such interruptions cause PLP to be unable 
          to fulfill its obligations to third parties, PLP may 
          potentially be exposed to third-party liability.

          Contingency Planning
          PLP is planning to develop contingency measures to address 
          the possibility that it will not have fully addressed Year 
          2000-related issues by December 31, 1999. PLP is currently 
          developing a contingency plan based upon templates and 
          suggested procedures that have been provided by IMC's Year 
          2000 Manager.  PLP's contingency plan will identify the risk 
          and document the steps that need to be taken to allow PLP to 
          continue to meet the needs of its customers in the event of a 
          Year 2000-related failure.  PLP expects to complete its 
          contingency plan by the end of the second quarter of 1999.

          The above section, even if incorporated by reference into 
          other documents or disclosures, is a Year 2000 Readiness 
          Disclosure as defined under the Year 2000 Information and 
          Readiness Disclosure Act of 1998.

          RECENTLY ISSUED ACCOUNTING GUIDANCE

          In June 1998, the Financial Accounting Standards Board (FASB) 
          issued SFAS No. 133, "Accounting for Derivative Instruments 
          and Hedging Activities," which PLP is required to adopt 
          effective January 1, 2000.  SFAS No. 133 will require PLP to 
          recognize all derivatives on the Balance Sheet at fair value. 
          Additionally, changes in derivative fair values will either: 
          (i) be recognized in earnings as offsets to the changes in 
          fair value of related hedged assets, liabilities and firm 
          commitments; or (ii) for forecasted transactions, deferred 
          and recorded as a component of Accumulated other 
          comprehensive income in partners' deficit until the hedged 
          transactions occur and then are recognized in earnings.  The 
          ineffective portion of a derivative's change in fair value 
          will be immediately recognized in earnings.  PLP does not 
          believe the effect of adopting SFAS No. 133 will be material 
          to its results of operations or financial position.

<PAGE>

Item 7a.  Quantitative and Qualitative Disclosures about Market Risk.

          PLP is exposed to the impact of interest rate changes and the 
          impact of fluctuations in the purchase price of natural gas 
          consumed in operations, as well as changes in the fair value 
          of its financial instruments.  PLP periodically enters into 
          derivatives in order to minimize these risks, but not for 
          trading purposes.

          PLP prepared sensitivity analyses of its derivatives and  
          other financial instruments assuming the following: (i) a one 
          percentage point adverse change in interest rates; and (ii) a 
          ten percent adverse change in the purchase price of natural 
          gas, all from their levels at December 31, 1998. Holding all 
          other variables constant, the hypothetical adverse changes 
          would not materially affect PLP's financial position.  These 
          analyses did not consider the effects of the reduced level of 
          economic activity that could exist in such an environment and 
          certain other factors.  Further, in the event of a change of 
          such magnitude, management would likely take actions to 
          further mitigate its exposure to possible changes.  However, 
          due to the uncertainty of the specific actions that would be 
          taken and their possible effects, the sensitivity analyses 
          assume no changes in PLP's financial structure.

Item 8.   Financial Statements and Supplementary Data.

                                                           Page
 
          Report of Independent Auditors                    26
 
          Report of Independent Public Accountants          27
 
          Statement of Operations                           28
 
          Balance Sheet                                     29
 
          Statement of Cash Flows                           30
 
          Statement of Partners' Capital                    31
 
          Notes to Financial Statements                     32


<PAGE>

                    REPORT OF INDEPENDENT AUDITORS


To the Partners of Phosphate Resource Partners Limited Partnership:

We have audited the accompanying balance sheet of Phosphate Resource 
Partners Limited Partnership (the Partnership), a Delaware Limited 
Partnership, as of December 31, 1998 and 1997 and the related statement 
of operations, cash flows and partners' capital for each of the years 
then ended.  Our audits also included the financial statement schedules 
listed in the Index at Item 14(a) as of December 31, 1998 and 1997 and 
for the years then ended.   These financial statements and schedules 
are the responsibility of the General Partner's management.  Our 
responsibility is to express an opinion on these financial statements 
based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation.  We believe 
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of the 
Partnership at December 31, 1998 and 1997 and the results of its 
operations and its cash flows for the years then ended, in conformity 
with generally accepted accounting principles.  Also, in our opinion, 
the related financial statement schedules, when considered in relation 
to the basic financial statements taken as a whole, present fairly in 
all material respects the information set forth therein.

Ernst & Young LLP
Chicago, Illinois
January 28, 1999




<PAGE>

                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Partners of Phosphate Resource Partners Limited Partnership:

We have audited the accompanying balance sheets of Phosphate Resource 
Partners Limited Partnership, formerly Freeport-McMoRan Resource 
Partners, Limited Partnership (the Partnership), a Delaware Limited 
Partnership, as of December 31, 1996 (not presented herein), and the 
related statements of income, cash flow and partners' capital for the 
year then ended. These financial statements are the responsibility of 
the General Partner's management.  Our responsibility is to express an 
opinion on these financial statements based on our audit.  We did not 
audit the financial statements of IMC-Agrico Company (the Joint 
Venture).  The Partnership's share of the Joint Venture constitutes 49 
percent of assets as of December 31, 1996, and 82 percent of the 
Partnership's total revenues for the year ended December 31, 1996.  
Those statements were audited by other auditors whose report has been 
furnished to us, and our opinion, insofar as it relates to the amounts 
included for the Partnership's interest in the Joint Venture, is based 
solely on the report of the other auditors.  In addition, the 1996 
pension and other post-employment and post-retirement benefits 
information reflected in Note 11 has been derived from the audited 
financial statements of IMC-Agrico MP, Inc. which were audited by other 
auditors whose report with respect to those financial statements has 
been furnished to us, and our opinion, insofar as it relates to such 
information is based solely on the report of other auditors.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation.  We believe 
that our audit and the reports of other auditors provide a reasonable 
basis for our opinion.

<PAGE>

In our opinion, based on our audit and the reports of other auditors, 
the financial statements referred to above present fairly, in all 
material respects, the financial position of the Partnership as of 
December 31, 1996 and the results of its operations and its cash flow 
for the year then ended in conformity with generally accepted 
accounting principles.

Arthur Andersen LLP
New Orleans, Louisiana,
January 21, 1997 (except 
with respect to Note 11
as to which the date is 
January 26, 1998)

<PAGE>

<TABLE>
              PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
                           Statement of Operations
                   (In millions, except per unit amounts)
<CAPTION>

                                        Years Ended December 31,
                                    --------------------------------
                                      1998        1997        1996  
                                      ----        ----        ----
<S>                                 <C>         <C>         <C>  
Net sales                           $  687.3    $  842.5    $  957.0
Cost of goods sold                     515.8     1,050.0       699.4
                                    --------    --------    --------
  Gross margins                        171.5      (207.5)      257.6
Gain on IMC-Agrico investment              -           -       (11.9)
Selling, general and 
 administrative expenses                26.5        77.1        55.2
Exploration expenses                    20.9        15.8         2.5
Restructuring charges                   54.6           -           -
                                    --------    --------    --------
  Operating earnings (loss)             69.5      (300.4)      211.8
Interest expense                        40.2        35.7        33.7
Other (income) expense, net             (3.0)        4.5         0.8
                                    --------    --------    --------
Earnings (loss) before 
 extraordinary item                     32.3      (340.6)      177.3
Extraordinary charge - 
 debt retirement                           -       (14.5)          -
                                    --------    --------    --------
Earnings (loss)                     $   32.3    $ (355.1)   $  177.3
                                    ========    ========    ========

Earnings (loss) per unit:   
Earnings (loss) before 
 extraordinary charge               $   0.31    $  (3.29)   $   1.71
Extraordinary charge - 
 debt retirement                           -       (0.14)          -
                                    --------    --------    --------
Earnings (loss)                     $   0.31    $  (3.43)   $   1.71
                                    ========    ========    ========
Average units outstanding              103.5       103.5       103.5
   
Distribution paid per publicly held unit:   
  Cash                              $   0.22    $   1.34    $   2.44
  Property                          $      -.2- $   1.21    $      -

                    See Notes to Financial Statements
</TABLE

<PAGE>


</TABLE>
<TABLE>
              PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
                              Balance Sheet
                              (In millions)
<CAPTION>
                                                   At December 31, 
                                                --------------------
                                                  1998         1997 
                                                -------      -------   
<S>                                             <C>          <C>
Assets  
Current assets:  
  Cash and cash equivalents                     $  10.8      $  17.4
  Receivables, net                                 65.0         47.3
  Inventories, net                                122.2        126.0
  Other current assets                              0.9          2.4
                                                -------      -------
    Total current assets                          198.9        193.1
  
Property, plant and equipment, net                477.5        432.5 
Other assets                                       43.4         39.9
                                                -------      -------
Total assets                                    $ 719.8      $ 665.5
                                                =======      =======
  
Liabilities and Partners' Deficit  
Current liabilities:  
  Accounts payable and accrued liabilities      $  78.8      $  94.7
  Short-term debt and current maturities 
   of long-term debt                                4.4         14.3
                                                -------      -------
    Total current liabilities                      83.2        109.0
  
Long-term debt, less current maturities           556.9        505.5
Other noncurrent liabilities                      238.7        219.4
Partners' deficit                                (159.0)      (168.4)
                                                -------      -------
Total liabilities and partners' deficit         $ 719.8      $ 665.5
                                                =======      =======

                    See Notes to Financial Statements

</TABLE>

<PAGE>

<TABLE>
             PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
                         Statement of Cash Flows
                              (In millions)
<CAPTION>
                                            Years Ended December 31,
                                          ---------------------------
                                         1998       1997       1996
                                         ----       ----       ----
<S>                                    <C>        <C>        <C>
Cash flows from operating activities:   
Earnings (loss)                        $  32.3    $(355.1)   $ 177.3
Adjustments to reconcile earnings 
 (loss) to net cash provided by operating activities:   
   Restructuring charges                  61.4          -          -
   Sulphur asset impairment charge           -      384.5          -
   Depreciation, depletion and 
    amortization                          25.2       43.1       37.0
   Gain on IMC-Agrico investment             -          -      (11.9)
   Oil and gas exploration expenses       14.7       15.8        2.5
   Cash distributions from IMC-Agrico 
    in excess of interest in capital         -       34.3       49.3
   Other                                  (2.4)      15.7        5.9
   Changes in:   
     Receivables                         (17.7)     (14.8)      13.7
     Inventories                          (6.9)     (16.9)     (23.4)
     Other current assets                  1.5        1.2       (1.2)
     Accounts payable and accrued 
      liabilities                        (28.6)      (4.4)       2.7
                                       -------    -------    -------
Net cash provided by operating 
 activities                               79.5      103.4      251.9
                                       -------    -------    -------

Cash flows from investing activities:   
Capital expenditures                     (83.3)     (72.4)     (53.6)
Other                                      2.4       (8.2)       4.0
                                       -------    -------    -------
Net cash used in investing activities    (80.9)     (80.6)     (49.6)
                                       -------    -------    -------

<PAGE>

Cash flows from financing activities:   
Cash distributions to unitholders        (22.9)    (119.6)    (222.1)
Proceeds from issuance of long-term 
 debt, net                                53.5      560.5      255.3
Payments of long-term debt               (21.9)    (442.4)    (386.4)
Change in short-term debt, net           (13.9)         -          -
Cash transferred to FSC                      -      (23.3)         -
Proceeds from sale of notes                  -          -      147.8
                                       -------    -------    -------
Net cash used in financing activities     (5.2)     (24.8)    (205.4)
                                       -------    -------    -------
Net decrease in cash and cash 
 equivalents                              (6.6)      (2.0)      (3.1)
Cash and cash equivalents at 
 beginning of year                        17.4       19.4       22.5
                                       -------    -------    -------
Cash and cash equivalents at 
 end of year                           $  10.8    $  17.4    $  19.4
                                       =======    =======    =======
   
Supplemental cash flow disclosure:   
Interest paid                          $  41.0    $  38.8   $   28.3
                                        =======    ========   ========

                     See Notes to Financial Statements
</TABLE>

<PAGE>

<TABLE>

              PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
                 Statement of Partners' Capital (Deficit)
                              (In millions)
<CAPTION>

                    Units Outstanding     Partners' Capital (Deficit)
                 ------------------------ ---------------------------
                 General  Limited   Total   General  Limited   Total
                 -------  -------   -----   -------  -------   -----
<S>              <C>      <C>       <C>     <C>      <C>      <C>
Balance at 
 December 31, 
 1995              53.3     50.2    103.5   $ 208.4  $ 196.1  $ 404.5
Earnings              -        -        -      91.5     85.8    177.3
Unitholder 
 distributions        -        -        -    (100.1)  (122.0)  (222.1)
FTX purchase of
 PLP units          0.1     (0.1)       -       0.2     (0.2)       -
Reallocation 
  caused by  
  disproportionate 
  distributions       -        -        -     (14.4)    14.4        -
                   ----     ----    -----   -------  -------  -------
Balance at 
 December 31, 
 1996              53.4     50.1    103.5     185.6    174.1    359.7
Loss                  -        -        -    (183.2)  (171.9)  (355.1)
Unitholder 
 distributions        -        -        -     (52.5)   (67.1)  (119.6)
Distribution of 
 FSC shares           -        -        -     (30.1)   (28.3)   (58.4)
Other                 -        -        -       2.5      2.5      5.0
Reallocation 
 caused by 
 disproportionate 
 distributions        -        -        -      (9.2)     9.2        -
                   ----     ----    -----   -------  -------  -------
Balance at 
 December 31, 
 1997              53.4     50.1    103.5     (86.9)   (81.5)  (168.4)
Earnings              -        -        -      16.7     15.6     32.3
Unitholder 
 distributions        -        -        -     (11.9)   (11.0)   (22.9)
                   ----     ----    -----   -------  -------  -------

<PAGE>

Balance at 
 December 31, 
 1998              53.4     50.1    103.5   $ (82.1) $ (76.9) $(159.0)

                     See Notes to Financial Statements
</TABLE>

<PAGE>

              PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
                      Notes to Financial Statements
              (Dollars in millions, except per unit amounts)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation and Ownership  
     The financial statements of PLP, a Delaware limited partnership, 
     include all majority-owned subsidiaries.  Investments in less than 
     20.0 percent-owned affiliates are reflected using the cost method. 
     Investments in joint ventures and partnerships, including IMC-
     Agrico and the Exploration Program, are reflected using the 
     proportionate consolidation method as consistent with industry 
     practice.  The  Exploration Program is proportionately 
     consolidated at a rate of 56.4 percent of the exploration costs 
     and 47.0 percent of the profits derived from oil and gas producing 
     properties.  The activities of IMC-Agrico, 41.5 percent owned by 
     PLP, include: (i) the mining and sale of phosphate rock; and (ii) 
     the production, distribution and sale of concentrated phosphates, 
     animal feed ingredients, and related products.  Through its joint 
     venture with IMC-Agrico and its participation in the  Exploration 
     Program, PLP operates in two reportable operating segments.  See 
     Note 13, "Operating Segments."  All significant intercompany 
     transactions have been eliminated.  Certain prior year amounts 
     have been reclassified to conform to the current year 
     presentation.  

     Use of Estimates  
     Management is required to make estimates and assumptions that 
     affect the amounts reported in the financial statements and 
     accompanying notes. Actual results could differ from those 
     estimates.

     Revenue Recognition
     Revenue is recognized by PLP upon the transfer of title to the 
     customer, which is generally at the time product is shipped.

     Cash and Cash Equivalents 
     PLP considers all highly liquid investments with an original 
     maturity of three months or less to be cash equivalents which are 
     reflected at their approximate fair value.  IMC-Agrico's cash and 
     cash equivalents are not available to PLP until a distribution is 
     paid by IMC-Agrico.

<PAGE>

     Concentration of Credit Risk  
     Domestically, IMC-Agrico sells its products to crop nutrient 
     manufacturers, distributors and retailers primarily in the 
     midwestern and southeastern United States.  Internationally, IMC-
     Agrico's products are sold primarily through a United States 
     export association.  In 1998, sales of phosphate crop nutrients to 
     China accounted for approximately 21 percent of PLP's net sales.  
     No single customer or group of affiliated customers accounted for 
     more than ten percent of PLP's net sales.

     Inventories  
     Inventories are valued at the lower-of-cost-or-market (net 
     realizable value).  Cost for substantially all inventories is 
     calculated on a cumulative annual-average cost basis.

     Property, Plant and Equipment 
     Property (including mineral deposits), plant and equipment are 
     carried at cost.  Cost of significant assets includes capitalized 
     interest incurred during the construction and development period. 
     Expenditures for replacements and improvements are capitalized; 
     maintenance and repair expenditures, except for repair and 
     maintenance overhauls (Turnarounds), are charged to operations 
     when incurred.  Expenditures for Turnarounds are deferred when 
     incurred and amortized into cost of goods sold on a straight-line 
     basis, generally over an 18-month period. Turnarounds are large-
     scale maintenance projects that are performed regularly, usually 
     every 18 to 24 months, on average. Turnarounds are necessary to 
     maintain the operating capacity and efficiency rates of the 
     production plants.  The deferred portion of the Turnaround 
     expenditures is classified in Other assets in the Balance Sheet.

     Depreciation and depletion expenses for mining operations, 
     including mineral interests, are determined using the unit-of-
     production method based on estimates of recoverable reserves.  
     Other asset classes or groups are depreciated or amortized on a 
     straight-line basis over their estimated useful lives as follows: 
     buildings, 17 to 32 years; machinery and equipment, five to 32 
     years; and leasehold improvements, over the lesser of the 
     remaining useful life of the asset or the remaining term of the 
     lease.   Using the methodology prescribed in SFAS No. 121, PLP 
     reviews long-lived assets and any related intangible assets for 
     impairment whenever events or changes in circumstances indicate 
     the carrying amounts of such assets may not be recoverable.  Once 
     evidence of a potential impairment exists, recoverability of the 
     respective assets is determined by comparing the forecasted 
     undiscounted net cash flows of the operation to which the assets 

<PAGE>

     relate, to the carrying amount, including associated intangible 
     assets, of such operation.  If the operation is determined to be 
     unable to recover the carrying amount of its assets, then 
     intangible assets are written down first, followed by the other 
     long-lived assets of the operation, to fair value.  Fair value is 
     determined based on discounted cash flows or appraised values, 
     depending upon the nature of the assets. 

     Oil and Gas Exploration and Development
     Oil and gas exploration and development costs are accounted for 
     using the successful efforts method of accounting.

     -  Property Acquisition Costs
        Oil and gas leasehold acquisition costs are capitalized.  
        Leasehold impairment is recognized based on exploratory 
        experience and the General Partner's judgment.  Upon discovery 
        of commercial reserves, leasehold costs are transferred to 
        proved properties.

     -  Exploratory Costs
        Geological and geophysical costs as well as the costs of 
        carrying and retaining undeveloped properties are expensed as 
        incurred.  Exploratory drilling costs are capitalized when 
        incurred.  If, based on the General Partner's judgment, 
        exploratory wells are determined to be commercially 
        unsuccessful or dry holes, applicable costs are expensed.

     -  Development Costs
        Costs incurred to drill and equip development wells, including 
        unsuccessful development wells, are capitalized.

     -  Depletion and Amortization
        Capitalized acquisition costs of proved properties and 
        capitalized exploration and development costs are depleted 
        using the unit-of-production method based on estimated proved 
        developed oil and gas reserves.  

     Accrued Environmental Costs
     As a producer and distributor of crop nutrients, PLP is subject to 
     a myriad of international, federal, state, and local EHS laws.  
     These standards regulate: (i) the content and use of PLP's 
     products; (ii) the conduct of PLP's mining and production 
     operations including employee safety procedures; (iii) the 
     management and handling of raw materials; (iv) air and water 
     quality; (v) disposal of hazardous and solid wastes; and (vi) 
     post-mining land reclamation.  Compliance with these laws often 
     requires PLP to incur costs.  PLP also has incurred contingent 

<PAGE>

     environmental liabilities arising from three sources: facilities 
     currently or formerly owned by PLP or its predecessors; facilities 
     adjacent to currently or formerly owned facilities; and third-
     party Superfund sites.  At facilities currently or formerly owned 
     by PLP or its corporate predecessors, the historical use and 
     handling of regulated chemical substances and crop nutrient 
     products has resulted in soil and groundwater contamination, 
     sometimes requiring PLP to undertake or fund cleanup efforts. 
     Similarly, disposal of PLP's waste at third-party sites may result 
     in liability for remedial costs.

     Of the environmental costs discussed above, the following 
     environmental costs are charged to PLP's operating expense: fines, 
     penalties, and certain remedial action to address violations of 
     the law; remediation of properties that are currently or were 
     formerly owned or operated by PLP, when those properties do not 
     contribute to current or future revenue generation; and liability 
     for remediation of facilities adjacent to currently or formerly 
     owned facilities or for third-party Superfund sites. Contingent 
     environmental liabilities are recorded for environmental 
     investigatory and non-capital remediation costs at identified 
     sites when litigation has commenced or a claim or assessment has 
     been asserted or is probable and the likelihood of an unfavorable 
     outcome is probable.

     Income Taxes  
     PLP is not a taxable entity; therefore, no income taxes are 
     reported in its financial statements.

     Recently issued Accounting Standards
     In June 1998, the FASB issued SFAS No. 133, which PLP is required 
     to adopt effective January 1, 2000.  SFAS No. 133 will require PLP 
     to recognize all derivatives on the Balance Sheet at fair value.  
     Additionally, changes in derivative fair values will either: (i) 
     be recognized in earnings as offsets to the changes in fair value 
     of related hedged assets, liabilities and firm commitments; or 
     (ii) for forecasted transactions, deferred and recorded as a 
     component of Accumulated other comprehensive income in partners' 
     deficit until the hedged transactions occur and then are 
     recognized in earnings. The ineffective portion of a derivative's 
     change in fair value will be immediately recognized in earnings.  
     PLP does not believe the effect of adopting SFAS No. 133 will be 
     material to its results of operations or financial position.

<PAGE>

2.   MERGERS

     FTX
     In December 1997, FTX, the administrative managing general partner 
     and owner of a 51.6 percent interest in PLP, merged into IMC, 
     PLP's joint venture partner in IMC-Agrico.  The FTX Merger 
     resulted in the dissolution of FTX with IMC becoming the General 
     Partner of PLP.  In connection with the FTX Merger, PLP's sulphur 
     business and certain oil and gas operations, including its 58.3 
     percent interest in Main Pass, together with IMC's 25.0 
     percent interest in Main Pass, were transferred to FSC, a newly 
     formed public entity whose common stock was distributed pro rata 
     to PLP's unitholders, including FTX.

     MMR
     In November 1998, MOXY and FSC merged and became wholly-owned 
     subsidiaries of a newly formed holding company, MMR.  MOXY 
     stockholders received 0.2 MMR shares for each common share of MOXY 
     held at the time of the MMR Merger which resulted in PLP owning 
     0.8 million shares, or approximately six percent, of outstanding 
     MMR common stock.  

3.   DISTRIBUTIONS 

     IMC-Agrico Cash Sharing 
     IMC-Agrico makes cash distributions to each partner based on 
     formulas and sharing ratios as defined in the Partnership 
     Agreement.  For the year ended December 31, 1998, the total amount 
     of cash generated by IMC-Agrico was $333.3 million, of which $80.8 
     million was distributed to PLP during the year and $57.0 million 
     will be distributed to PLP in 1999. PLP's distributable cash is 
     shared ratably by PLP's public unitholders and IMC, except that 
     IMC will be entitled to receive unpaid cash distributions from 
     previous quarters ($431.3 million unpaid at December 31, 1998) 
     from one-half of the quarterly distributable cash after the 
     payment of $0.60 cents per unit to all PLP unitholders.

4.   NON-RECURRING CHARGES
     (The following discussion discloses amounts in total for IMC-
     Agrico.)

<PAGE>

     Restructuring Plan
     During the fourth quarter of 1998, IMC-Agrico developed and began 
     execution of a plan to improve profitability.  The Restructuring 
     Plan was comprised of four major initiatives: (i) the combination 
     of the potash and phosphates business units in an effort to 
     realize certain operating and staff function synergies; (ii) 
     restructuring of the phosphate rock mining and concentrated 
     phosphate production/distribution operations and processes in an 
     effort to reduce costs; (iii) simplification of the current 
     business activities by eliminating businesses not deemed part of 
     IMC-Agrico's core competencies; and (iv) reduction of operational 
     and administrative headcount.  In conjunction with the 
     Restructuring Plan, IMC-Agrico recorded pre-tax charges totaling 
     $148.8 million in the fourth quarter of 1998. The Restructuring 
     Plan (shown below in tabular format) primarily relates to the 
     following:

     Asset impairments
     The Restructuring Plan included the removal of property, plant and 
     equipment, as well as the write-down to fair value of those assets 
     made obsolete due to the decision to close certain facilities and 
     forego or abandon certain mineral properties.  In order to 
     determine the write-down of assets affected by the Restructuring 
     Plan, and in accordance with SFAS No. 121, IMC-Agrico performed an 
     assessment of future cash flows and, accordingly, adjusted the 
     assets to their appropriate fair values.  

     The majority of the impairment occurred at Phosphates' Florida 
     production facilities where property, plant and equipment was 
     written down by approximately $48.8 million to fair value. 
     Phosphates developed a Mine Plan which identified asset 
     reductions, lower operating costs and optimal phosphate rock 
     management as key drivers in the restructuring of operations.  The 
     write-down of impaired assets in connection with the Mine Plan 
     primarily consisted of facilities, production equipment, operating 
     supplies, land and mineral reserves.  The remaining $0.4 million 
     of asset impairments was recorded at Feed Ingredients for the 
     permanent closure of a limestone rock production facility.        

     The $49.2 million in asset impairment charges included $13.3 
     million pertaining to assets which will continue to be utilized 
     until their respective disposal dates, primarily within the first 
     nine months of 1999.  The estimated fair value of these assets, 
     which will be depreciated over their respective remaining periods 
     of service, reflected estimated operating net cash flows until 
     disposition.

<PAGE>

     Non-employee exit costs
     In accordance with the objective of the Mine Plan, to optimize 
     phosphate rock management, Phosphates decided to permanently close 
     a high-cost phosphate rock mine.  As a result of this decision, 
     IMC-Agrico recorded a charge of $18.4 million for the demolition 
     and other incremental costs of closure of the mine.  The closure 
     costs included approximately $15.5 million for incremental 
     environmental land reclamation of the surrounding mined-out areas. 
     IMC-Agrico expects the demolition and closure activities to be 
     essentially completed by the end of the third quarter of 1999.  

     IMC-Agrico also decided to close certain production operations in 
     connection with the Restructuring Plan, principally the uranium 
     and urea operations of Phosphates.  This decision was based on an 
     analysis of the future outlook for these products, taking into 
     consideration whether the operations were part of IMC-Agrico's 
     core businesses.  These operations were determined to be non-core 
     businesses and IMC-Agrico recorded charges of approximately $12.8 
     million for demolition and closure, including environmental costs, 
     of the uranium and urea production facilities.  IMC-Agrico 
     expects the demolition and closure activities to be completed by 
     late-1999. Other various exit costs totaled $6.4 million.

     In connection with the Restructuring Plan, IMC-Agrico decided to 
     discontinue its transportation of ammonia from Louisiana to its 
     phosphate operations in Florida.  This decision was based on   
     current market conditions which secured the availability of 
     ammonia to IMC-Agrico and which made the high-cost transportation 
     of ammonia from Louisiana to Florida unnecessary.  As a result, 
     IMC-Agrico recorded a charge of $13.2 million for the net present 
     value of costs associated with permanently idling leased equipment 
     used in the transportation of ammonia from Louisiana. 

     Employee headcount reductions
     As part of the Restructuring Plan, IMC-Agrico implemented 
     headcount reductions.  Certain of these reductions were a result 
     of the closing and/or exiting of production operations, as 
     discussed above. To facilitate headcount reductions, IMC-Agrico 
     offered a voluntary retirement program for eligible employees.  In 
     addition, certain involuntary eliminations of positions, which 
     were communicated prior to December 31, 1998, were necessary in 
     order to achieve desired staffing levels.  A total of 168 
     employees accepted the voluntary retirement plan by December 31, 
     1998, with 106 of those employees having left as of that date.  
     The remaining voluntarily terminated employees will leave by June 
     1999.  Additionally, a total of 396 employees were involuntarily 
     terminated and had left IMC-Agrico by the end of February 1999.  
     Virtually all severance payments were disbursed subsequent to 
     December 31, 1998. 

<PAGE>

     As a result of the employee terminations necessitated by the     
     Restructuring Plan, settlement, curtailment and special     
     termination charges of $8.6 million were recorded in accordance 
     with SFAS No. 88.  The related liabilities have been classified in 
     Other noncurrent liabilities in the Consolidated Balance Sheet.  
     See Note 10, "Other Noncurrent Liabilities" and Note 11, 
     "Pensions and Other Postretirement Benefits." 

     Inventories and spare parts of exited businesses
     Phosphates recorded charges of approximately $17.2 million to  
     reduce the carrying value of finished goods inventories on-hand to 
     net realizable value at December 31, 1998, as a result of the 
     decision to exit certain businesses.        

     The Restructuring Plan included a major reduction in production 
     assets.  The reduction was accomplished through the permanent 
     shut-down of select mining facilities as well as a cut-back in 
     concentrate facilities.  Given the reduction in facilities and the 
     resulting decrease in production, historical levels of spare parts 
     inventory that had been maintained by IMC-Agrico were no longer 
     necessary or warranted.  Therefore, IMC-Agrico recorded a charge 
     of $8.7 million for the write-off of spare parts inventory.   

     Details of the restructuring charges were as follows:
<TABLE>
<CAPTION>
                                               Activity	
                                         --------------------
                           Restructuring                      Remaining
                              Charges    Cash Paid   Non-Cash   Accrual
                              -------    ---------   --------   -------
     <S>                      <C>         <C>         <C>       <C>
     Asset impairments:    
       Facilities closed 
        prior to
        December 31, 1998     $ 35.9      $    -      $ 35.9    $    -
       Facilities to be 
        closed in 1999          13.3           -        13.3         -
    
     Non-employee exit costs:    
       Demolition and 
        closure costs           31.2           -           -      31.2
       Idled leased 
        transportation 
        equipment               13.2           -           -      13.2
       Other                     6.4         0.6         1.2       4.6

<PAGE>

     Employee headcount reductions:    
       Severance benefits       14.3         0.2        14.1         -
       Settlement, curtailment 
        and special termination
        benefits                 8.6           -         8.6         -

     Inventories and spare parts of exited businesses:    
       Finished goods 
        inventories             17.2           -        17.2         -
       Spare parts 
        inventories              8.7           -         8.7         -
                              ------      ------      ------    ------
    
     Total                    $148.8      $  0.8      $ 99.0    $ 49.0
                              ======      ======      ======    ======
</TABLE>

     All restructuring charges have been recorded as a separate line 
     item on the Consolidated Statement of Operations, except for the 
     finished goods inventory write-down which was recorded in Cost of 
     goods sold.

     Sulphur Assets Write-Down
     As a result of a review of its sulphur assets at September 30, 
     1997, PLP concluded that the carrying value of its Main Pass 
     sulphur mine assets exceeded the undiscounted estimated future net 
     cash flows, such that an impairment writedown of $375.5 million 
     was required.  A similar analysis of the Culberson, Texas sulphur 
     mine assets, based on a reassessment of recoverable reserves 
     utilizing recent production history, also indicated an impairment 
     writedown of $9.0 million was required.

5.   RECEIVABLES

     Accounts receivable as of December 31 were as follows:
<TABLE>
<CAPTION>

                                    1998          1997  
                                   ------        ------
     <S>                           <C>           <C>
     Trade accounts                $ 57.7        $ 50.5
     Non-trade receivables            8.7          11.7
                                   ------        ------
                                     66.4          62.2

<PAGE>

     Less:  
       Allowances                     1.4           1.4
       Receivable interests sold        -          13.5
                                   ------        ------
         Receivables, net          $ 65.0        $ 47.3
                                   ======        ======
</TABLE>

     The carrying value of accounts receivable was equal to the 
     estimated fair value of such assets due to their short maturity.

     Under an agreement with a financial institution, IMC-Agrico 
     L.L.C., a special purpose limited liability company of which IMC-
     Agrico is the sole equity owner, had transferred, on an ongoing 
     basis, an undivided percentage interest in a designated pool of 
     receivables, subject to limited recourse provisions related to the 
     receivables generated from export transactions, in an amount not 
     to exceed $65.0 million.  This agreement expired in August 1998.  
     At December 31, 1997, IMC-Agrico L.L.C. had transferred a total of 
     $61.5 million of such receivable interests, of which $32.5 million 
     did not meet the criteria to be accounted as a sale under SFAS No. 
     125, "Accounting for Transfers and Servicing of Financial Assets 
     and Extinguishments of Liabilities."  As a result, short-term debt 
     of $13.5 million was recorded in PLP's Balance Sheet at December 
     31, 1997.  PLP's related costs, primarily from discount fees, 
     totaled $0.8 million, $1.4 million and $1.6 million in 1998, 1997 
     and 1996, respectively.

6.   INVENTORIES

     Inventories as of December 31 were as follows:
<TABLE>
<CAPTION>

                                             1998         1997 
                                             ----         ----
     <S>                                    <C>          <C> 
     Products (principally finished)        $100.2       $100.5
     Operating materials and supplies         24.4         27.5
                                            ------       ------
                                             124.6        128.0 
     Less: Inventories allowances              2.4          2.0
                                            ------       ------
       Inventories, net                     $122.2       $126.0
                                            ======       ======
</TABLE>

<PAGE>

7.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment as of December 31 were as follows:
<TABLE>
<CAPTION>

                                         1998        1997   
                                         ----        ----
     <S>                              <C>         <C>
     Land                             $   25.7    $   27.3
     Mineral properties and rights       227.9       188.5
     Buildings                            76.4        74.8
     Machinery and equipment             652.6       709.6
     Construction in progress             19.8        24.5
                                      --------    --------
                                       1,002.4     1,024.7

     Accumulated depreciation, 
      depletion and amortization        (524.9)     (592.2)
                                      --------    --------
       Property, plant and 
        equipment, net                $  477.5    $  432.5
                                      ========    ========
</TABLE>

     See Note 4, "Non-Recurring Charges," for detail on the decrease in 
     machinery and equipment and accumulated depreciation.

     In April 1998, PLP purchased mineral reserves from Mississippi 
     Chemical Corporation for a total purchase price of $23.8  
     million.  The purchase price was financed with a note payable.

     As of December 31, 1998, idle facilities of PLP included one 
     phosphate rock mine and two concentrated phosphate plants, all 
     of which will remain closed subject to improved market 
     conditions.  The net book value of these facilities totaled 
     $29.9 million.  In the opinion of management, the net book 
     value of PLP's idle facilities is not in excess of net 
     realizable value.  Subsequent to December 31, 1998, PLP idled 
     a second phosphate rock mine and resumed production at a 
     concentrated phosphate plant.

<PAGE>

8.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

     Accounts payable and accrued liabilities as of December 31 were as 
     follows:
<TABLE>
<CAPTION>

                                                    1998      1997 
                                                    ----      ----
     <S>                                           <C>       <C> 
     Accounts payable                              $ 21.6    $ 50.2
     Environmental                                    4.6       6.6
     Taxes other than income taxes                    5.6       6.1
     Restructuring                                   13.4         -
     Interest                                         4.4       5.2
     Other                                           29.2      26.6
                                                   ------    ------
       Accounts payable and accrued liabilities    $ 78.8    $ 94.7
                                                   ======    ======
</TABLE>

     See Note 4, "Non-Recurring Charges," for detail on the 
     restructuring reserve.

9.   FINANCING ARRANGEMENTS

     Long-term debt as of December 31 consisted of the following:
<TABLE>
<CAPTION>

                                                 1998      1997  
                                                 ----      ----
     <S>                                        <C>       <C>
     Notes payable to IMC                       $305.5    $300.1
     7.0% Senior notes due 2008                  150.0     150.0
     8.75% Senior Subordinated notes due 2004      5.7       5.7
     7.7% Industrial Revenue bonds, due 2022      11.2      11.2
     IMC-Agrico debt                              88.9      38.9
                                                ------    ------
                                                 561.3     505.9
     Less: current maturities                      4.4       0.4
                                                ------    ------
         Total long-term debt, less current
          maturities                            $556.9    $505.5
                                                ======    ======
</TABLE>

<PAGE>

     Short-term borrowings were $13.9 million as of December 31, 1997. 
     There are no short-term borrowings outstanding as of December 31, 
     1998.  The 1997 balance primarily consisted of the portion of the 
     sale of receivables classified as short-term debt as of December 
     31, 1997, as required by SFAS No. 125.   The weighted average 
     interest rate on short-term borrowings was 5.9 percent for 1997.

     In connection with the FTX Merger, PLP entered into two separate 
     agreements with IMC (IMC Agreements).  One agreement is a variable 
     rate, based on LIBOR plus one percent, demand note for up to 
     $200.0 million, while the other agreement is an 8.75 percent 
     demand note for up to $150.0 million.  Interest under the IMC 
     Agreements is payable quarterly.  IMC has no intention of 
     demanding payment on the IMC Agreements, therefore these notes 
     have been classified as long-term.

     In June and August 1998, IMC-Agrico entered into two promissory 
     notes payable to IMC for borrowings up to $65.0 million (Note 
     Payable) and $52.3 million (Promissory Note), respectively.  The 
     Note Payable replaced financing available to IMC-Agrico under the 
     expired $65.0 million sale of receivable interests agreement and 
     bears interest primarily based on the LIBOR rate.  The Promissory 
     Note financed the repayment of the seller-financed purchase of 
     reserves from Mississippi Chemical Corporation in April 1998.  
     This note has a rate of 6.75 percent with quarterly principal 
     payments through December 2003 as the original note required such 
     terms.  

     In 1997, PLP completed a tender offer for $144.3 million of its 
     outstanding $150.0 million,  8.75 percent senior subordinated 
     notes due 2004.  PLP recorded an extraordinary charge in 1997 of 
     $14.5 million primarily for the redemption premium incurred and 
     the write-off of previously deferred finance changes.

     In 1997, IMC-Agrico entered into a variable rate demand note 
     payable to IMC, based primarily on LIBOR interest rates, for 
     borrowings up to $125.0 million.  In addition, IMC entered into 
     credit facilities with a group of banks which stipulate that IMC 
     and certain of its subsidiaries may borrow up to $350.0 million 
     under a revolving credit facility expiring December 1998, which 
     has been renewed through December 1999, and $650.0 million under a 
     long-term credit facility expiring December 2002, (collectively, 
     IMC Credit Facilities).  The IMC Credit Facilities have a letter 
     of credit sublimit of $100.0 million.  Borrowings under the IMC 
     Credit Facilities are unsecured and bear interest at rates based 
     on LIBOR.  In addition, the IMC Credit Facilities have certain 
     financial ratio and other covenants.

<PAGE>

     On December 31, 1998, the estimated fair value of long-term debt  
     described above was approximately the same as the carrying amount 
     of such debt on the Balance Sheet.  The fair value was calculated 
     in accordance with the requirements of SFAS No. 107, "Disclosures 
     About the Fair Value of Financial Instruments," and was estimated 
     by discounting the future cash flows using rates currently 
     available to PLP for debt instruments with similar terms and 
     remaining maturities.

     Scheduled maturities, excluding the IMC Agreements, for each of 
     the next five years are as follows:
<TABLE>
<CAPTION>
     <S>                 <C>
     1999                $  4.4
     2000                   3.9
     2001                   3.9
     2002                   3.9
     2003 and beyond      239.7
</TABLE>

10.  OTHER NONCURRENT LIABILITIES

     Other noncurrent liabilities as of December 31 were as follows:
<TABLE>
<CAPTION>
                                          1998        1997             
                                          ----        ----
     <S>                                <C>         <C>
     Employee and retiree benefits      $ 131.0     $ 144.1
     Environmental                         37.9        38.3
     Restructuring                         16.4           -
     Other                                 53.4        37.0
                                        -------     -------
       Other noncurrent liabilities     $ 238.7     $ 219.4
                                        =======     =======
</TABLE>

     See Note 4, "Non-Recurring Charges," for detail on the 
     restructuring reserve.

<PAGE>

11.  PENSIONS AND OTHER POSTRETIREMENT BENEFITS

     Substantially all individuals who perform services for IMC-Agrico 
     are employed by IMC-Agrico MP, Inc. (MP Co.).  This includes 
     former employees of PLP and IMC who were transferred to MP Co. 
     when IMC-Agrico was formed.  As a result, on July 1, 1993, MP Co. 
     established non-contributory pension plans (Plans) that cover  
     substantially all of its employees who perform services for IMC-
     Agrico.  Benefits are based on a combination of years of service 
     and compensation levels, depending on the plan.  Generally, 
     contributions to the Plans are made to meet minimum funding 
     requirements of the Employee Retirement Income Security Act of 
     1974.  The expense related to such Plans is charged by MP Co. to 
     IMC-Agrico.  Employees whose pension benefits exceeded Internal 
     Revenue Code limitations are covered by supplementary non-
     qualified, unfunded pension plans.  The Plans' assets consist 
     mainly of shares in a bond fund and a mutual fund.

     During 1997, MP Co. employees and certain IMC employees who 
     provide services to IMC-Agrico and PLP, were given the option to 
     remain in the current pension plan or transfer to a newly created 
     defined contribution plan, effective January 1, 1998.  As a 
     result, under the provisions of SFAS No. 88 PLP recognized a $4.4 
     million curtailment loss for the year ended December 31, 1997.

     Certain IMC employees also provide services to IMC-Agrico and PLP. 
     Such employees are covered by pension plans sponsored by IMC.  The 
     cost of providing such services, as well as the related pension 
     expense, is charged to MP Co. and, in turn, to IMC-Agrico.  PLP's 
     share of pension expense for such employees totaled $2.3 million 
     for 1998 of which $0.7 million represents curtailment and 
     settlement loss; $4.3 million, of which $2.3 million represents a 
     curtailment loss, for 1997; and $2.0 million for 1996.   See Note 
     4, "Non-Recurring Charges."

     PLP provides certain health care benefit plans for certain retired 
     employees.  Prior to the FTX Merger, FTX and FMS provided these 
     benefits for retired employees.  MP Co. also provides certain 
     health care benefit plans for retired employees.  Certain plans 
     are contributory and certain plans are non-contributory and 
     contain certain other cost sharing features such as deductibles 
     and coinsurance.  The plans are unfunded.  Employees are not 
     vested and such benefits are subject to change.  For those 
     employees who provide services to IMC-Agrico but were included in 
     health care benefit plans of IMC, the cost of providing such 
     benefits is charged by IMC to MP Co., and in turn, IMC-Agrico.

<PAGE>

     In February 1998, the FASB issued SFAS No. 132, "Employers' 
     Disclosures about Pensions and Other Postreitirement Benefits."  
     The new standard does not change the measurement or recognition of 
     costs for pension or other postretirement plans.  It standardizes 
     disclosures and eliminates those that are no longer useful.  The 
     following tables, prepared in accordance with the new standard, 
     set forth pension and postretirement obligations for defined 
     benefit plans, plan assets and benefit cost as of and for the 
     years ended December 31 based on a September 30 measurement date:
<TABLE>
<CAPTION>
                                   Pension Plans      Other Benefits
                                  --------------      --------------
                                  1998      1997      1998      1997
                                  ----      ----      ----      ----
     <S>                         <C>       <C>       <C>       <C>
     Change in benefit obligation    
     Benefit obligation as 
      of January 1               $ 40.4    $ 17.4   $  63.9   $   5.6
     Service cost                   1.9       2.5       0.6       1.2
     Interest cost                  2.3       1.4       3.4       4.0
     Plan amendment                 1.1       3.8         -         -
     Effect of settlements         (2.9)        -         -         -
     Actuarial loss                 3.8       1.3       8.5       0.6
     Benefits paid                (10.4)     (0.3)     (5.4)        -
     Acquisitions                     -      14.3         -      52.5
     Other                            -         -      (4.6)        -
     Curtailments                  (0.8)        -         -         -
                                 ------    ------    ------    ------
     Benefit obligation as 
      of December 31             $ 35.4    $ 40.4   $  66.4   $  63.9
                                 ======    ======   =======   =======

     Change in plan assets    
     Fair value as of January 1  $ 15.9    $  7.1   $     -   $     -
     Actual return                  0.9       1.7         -         -
     Partnership contribution      13.4       2.4       5.4         -
     Effect of settlements         (5.2)        -         -         -
     Acquisitions                     -       2.6         -         -
     Asset transfer                 0.7       2.4         -         -
     Benefits paid                (10.4)     (0.3)     (5.4)        -
                                 ------    ------   -------   -------
     Fair value as 
      of December 31             $ 15.3    $ 15.9   $     -   $     -
                                 ======    ======   =======   =======

<PAGE>

     Funded status of the plan   $(20.1)   $(24.5)  $ (66.4)  $ (63.9)
     Unrecognized net 
      (gain) loss                   6.5       3.6     (47.9)    (56.4)
     Unrecognized transition 
      asset                           -         -      (0.7)     (0.8)
     Unrecognized prior 
      service cost                  4.2       3.5       0.1       0.1
                                -------   -------   -------   -------
     Accrued benefit cost       $  (9.4)  $ (17.4)  $(114.9)  $(121.0)
                                =======   =======   =======   =======
    
     Amounts recognized in the balance sheet    
     Prepaid benefit cost       $   0.6   $   0.3   $     -   $     -
     Accrued benefit liability    (13.0)    (19.8)   (114.9)   (121.0)
     Intangible asset               3.0       2.1         -         -
                                -------   -------   -------   -------
     Total recognized           $  (9.4)  $ (17.4)  $(114.9)  $(121.0)
                                =======   =======   =======   =======
</TABLE>

     The acquisition amounts relate to pension and postretirement 
     liabilities and assets assumed in conjunction with the FTX Merger 
     in December 1997.  See Note 2, " Mergers."  See Note 4, "Non-
     Recurring Charges," for details on the curtailments and 
     settlements.
<TABLE>
<CAPTION>

     Actuarial assumptions
     <S>                               <C>     <C>      <C>     <C>    
     Discount rate                      7.0%    7.5%    7.0%    7.5%
     Expected return on plan assets    8.78%   8.75%      -       -
     Rate of compensation increase      5.0%    5.0%      -       -
</TABLE>

     For measurement purposes, a 7.4 percent annual rate of increase in 
     the per capita cost of covered pre-65 health care benefits was 
     assumed for 1998 decreasing gradually to 4.7 percent in 2004 and  
     thereafter; and a 7.5 percent annual rate of increase in the per 
     capita cost of covered post-65 health care benefits was assumed 
     for 1998 decreasing gradually to 5.0 percent in 2004.

<PAGE>

     Amounts applicable to the pension plans with accumulated benefit 
     obligations in excess of plans assets are as follows:
<TABLE>
<CAPTION>
                                           1998       1997
                                           ----       ----
     <S>                                  <C>        <C>
     Projected benefit obligation         $ 24.7     $ 32.0
     Accumulated benefit obligation       $ 18.5     $ 26.5
     Fair value of plan assets            $ 10.7     $ 12.3
</TABLE>

     The components of net pension and other benefits expense were:
<TABLE>
<CAPTION>

                                         Pension              Other Benefits
                                  ---------------------    --------------------
                                   1998    1997    1996    1998    1997    1996
                                   ----    ----    ----    ----    ----    ----
      <S>                         <C>     <C>     <C>     <C>     <C>     <C>  
      Service cost for benefits 
       earned during the year     $ 1.9   $ 2.5   $ 2.1   $ 0.6   $ 1.2   $ 1.6
      Interest cost on projected 
       benefit obligation           2.3     1.4     1.0     3.4     4.0     6.1
      Return on plan assets        (1.4)   (0.6)   (0.5)      -       -       -
      Net amortization and deferral 0.5     0.7     0.6       -       -    (2.5)
      Curtailments and settlements  2.0     2.2       -       -       -       -
                                  -----   -----   -----   -----   -----   -----
      Net pension and other 
       benefits expense           $ 5.3   $ 6.2   $ 3.2   $ 4.0   $ 5.2   $ 5.2
                                  =====   =====   =====   =====   =====   =====
</TABLE>

<PAGE>

     The assumed health care cost trend rate has a significant effect 
     on the amounts reported.  A one-percentage-point change in the 
     assumed health care cost trend rate would have the following 
     effects:
<TABLE>
<CAPTION>
                                   One Percentage     One Percentage
                                   Point Increase     Point Decrease
                                   --------------     --------------
     <S>                           <C>                <C>
     Effect on total service and 
      interest cost components        $  0.1             $  (0.1)
     Effect on postretirement 
      benefit obligation              $  0.7             $  (0.6)
</TABLE>

     MP Co. also has defined contribution pension and investment plans 
     (MP Plans) for certain of its employees. The expense related to 
     such MP Plans is charged by MP Co. to IMC-Agrico. PLP's expense 
     for such MP Plans totaled $2.9 million, $1.6 million and $1.5 
     million for the years ended December 31, 1998, 1997 and 1996.

     In addition, MP Co. provides benefits such as workers' 
     compensation and disability to certain former or inactive 
     employees after employment but before retirement.  The plans are 
     unfunded.  Employees are not vested and the plan benefits are 
     subject to change.

12.  COMMITMENTS AND CONTINGENCIES

     IMC-Agrico purchases natural gas and ammonia from third parties 
     under contracts extending in some cases, for multiple years.  
     Purchases under these contracts are generally at prevailing market 
     prices and range from one to three years.  IMC-Agrico also  
     purchases its sulphur requirements under an agreement which 
     extends over the life of the joint venture.  Since the term of the 
     sulphur purchase commitment is indeterminable, the dollar value of 
     such commitments has been excluded from the schedule below after 
     the year 2003.

     IMC-Agrico leases various types of properties, including buildings 
     and structures, railcars and various types of equipment through 
     operating leases.  Lease terms generally range from three to five 
     years, although some have longer terms.

     Summarized below is a schedule of IMC-Agrico's future minimum 
     long-term purchase commitments and lease payments under non-
     cancelable operating leases as of December 31, 1998:

<PAGE>

<TABLE>
<CAPTION>

                         Purchase           Lease
                        Commitments      Commitments
                        -----------      -----------
     <S>                 <C>              <C>
     1999                $   349.4        $    15.7
     2000                    194.5             13.2
     2001                    173.7             12.0
     2002                    147.9              6.2
     2003                    147.9              6.2
     Subsequent years            -              8.2
                         ---------        ---------
                         $ 1,013.4        $    61.5
                         =========        =========
</TABLE>

     IMC-Agrico's rental expense under non-cancelable operating leases 
     for 1998, 1997 and 1996 amounted $27.3 million, $22.8 million and 
     $20.3 million, respectively.

     IMC-Agrico also sells phosphate rock and concentrated phosphates  
     to customers and IMC under contracts extending in some cases for 
     multiple years.  Sales under these contracts, except for certain 
     phosphate rock sales which are at prices based on IMC-Agrico's 
     cost of production, are generally at prevailing market prices.

     In November 1998, PhosChem of which IMC-Agrico is a member, 
     reached a two-year agreement through the year 2000 to supply DAP 
     to the China National Chemicals Import and Export Corporation 
     (Sinochem).  This agreement provides Sinochem with an option to 
     extend the agreement to December 31, 2002.  Sinochem is a state 
     company with government authority for the import of fertilizers 
     into China.  Under the contract's terms, Sinochem will receive 
     monthly shipments at prices reflecting the market at the time of 
     shipment.

     Property Reserves 
     In October 1996, IMC-Agrico signed an agreement with Consolidated 
     Minerals, Inc. (CMI) for the purchase of real property, Pine 
     Level, containing approximately 100 million tons of phosphate rock 
     reserves.  In connection with the purchase, IMC-Agrico has agreed 
     to obtain all environmental, regulatory and related permits 
     necessary to commence mining on the property.

<PAGE>

     Within five years from the date of this agreement, IMC-Agico is 
     required to provide notice to CMI regarding one of the following: 
     (i) whether they have obtained the permits necessary to commence 
     mining any part of the property; (ii) whether they wish to extend 
     the permitting period for an additional three years; or (iii) 
     whether they wish to decline to extend the permitting period.  If 
     the permits necessary to commence mining the property have been 
     obtained, IMC-Agrico is obligated to pay CMI an initial royalty 
     payment of $28.9 million.  In addition to this initial royalty    
     payment, IMC-Agrico is required to pay CMI a mining royalty on 
     phosphate rock mined from the property to the extent the permits 
     are obtained.

     Environmental Matters 
     PLP's contingent environmental liability arises from three 
     sources: (i) facilities currently or formerly owned by PLP or its 
     predecessors; (ii) facilities adjacent to currently or formerly 
     owned facilities; and (iii) third-party Superfund sites. 

     At facilities currently or formerly owned by PLP or its corporate 
     predecesssors, the historical use and handling of regulated 
     chemical substances, oil and gas and crop nutrient products has 
     resulted in soil and groundwater contamination.  Spills or other 
     unintended releases of regulated substances have occurred 
     previously at these facilities, and potentially could occur in the 
     future, possibly requiring PLP to undertake or fund cleanup 
     efforts.  At some locations, PLP has agreed, pursuant to consent 
     orders with the appropriate governmental agencies, to undertake 
     certain investigations (which currently are in progress) to 
     determine whether remedial action may be required to address 
     contamination.

     Finally, the Superfund, and equivalent state statutes impose 
     liability without regard to fault or to the legality of a party's 
     conduct, on certain categories of persons that are considered to 
     have contributed to the release of "hazardous substances" into the 
     environment.  Currently, PLP is involved or concluding involvement 
     at less than ten Superfund or equivalent state sites.  

     With regard to these contingent environmental liabilities, it is 
     PLP's policy to accrue environmental investigatory and non-capital 
     remediation costs for identified sites when litigation has 
     commenced or a claim or assessment has been asserted or is 
     probable and the likelihood of an unfavorable outcome is probable. 
     In addition to these accrued amounts, material expenditures could 
     be required by PLP in the future to remediate contamination at 
     current or former sites.  For other known sites, PLP estimates 

<PAGE>

     that any additional loss in excess of the accrued amounts would 
     not be material.  PLP cannot determine the cost of any remedial 
     action that ultimately may be required at unknown sites, sites 
     currently under investigation, sites for which investigations have 
     not been performed, or sites at which unanticipated conditions are 
     discovered.  PLP's liability at the federal or state Superfund 
     sites, either alone or in the aggregate, is not currently expected 
     to be material.

     PLP believes that, pursuant to several indemnification agreements, 
     it is entitled to at least partial, and in many instances 
     complete, indemnification for a portion of the costs that may be 
     expended by PLP to remedy environmental issues at certain 
     facilities.  These agreements address issues that resulted from 
     activities occurring prior to PLP's acquisition of facilities or 
     businesses from parties including ARCO; Conoco; the Williams      
     Companies; Kerr-McGee Inc.; and certain other private parties.  
     PLP has already received and anticipates receiving amounts 
     pursuant to the indemnification agreements for certain of its 
     expenses incurred to date.

     Exploration Funding 
     Through the Exploration Program, PLP is committed to expenditures 
     of approximately $120.0 million, of which approximately $70.0 
     million has already been contributed through year-end for oil and 
     gas exploration.  IMC, on behalf of the PLP unitholders, seeks to 
     reform or rescind the contracts that PLP entered with MOXY and to 
     recoup the monies expended as a result of PLP's participation in 
     those agreements.  See Part I, Item 3, "Legal Proceedings," of 
     this Annual Report on Form 10-K for further detail.

13.  OPERATING SEGMENTS

     In June 1997, SFAS No. 131, "Disclosures about Segments of an 
     Enterprise and Related Information," was issued effective for 
     fiscal years ending after December 15, 1998.  PLP has two 
     reportable segments: IMC-Agrico Phosphates and its oil and gas 
     operations.  In 1997 and 1996, PLP had a third reportable segment, 
     Sulphur, but this segment was spun off as a result of the FTX 
     Merger.

     The accounting policies of the segments are the same as those 
     described in the summary of significant accounting policies.  All 
     intersegment sales prices are market based.  PLP evaluates 
     performance based on operating earnings of the respective 
     segments.


<PAGE>

     Segment information for the years 1998, 1997 and 1996 was as 
     follows:
<TABLE>
<CAPTION>
                                                     1998
                            ---------------------------------------------------
                            IMC-Agrico 
                            Phosphates   Sulphur   Oil & Gas  Other(a)   Total
                            ----------   -------   ---------  --------   -----
     <S>                     <C>        <C>        <C>         <C>       <C>
     Net sales from 
      external customers     $  618.9   $     -   $    0.2   $   68.2  $  687.3
     Intersegment net sales      32.5         -          -          -      32.5
     Gross margins(b)           155.5         -       (0.3)      24.3     179.5
     Exploration expenses           -         -       20.9          -      20.9
     Operating earnings(c)      139.5         -      (21.3)      13.9     132.1
     Depreciation, depletion 
      and amortization           35.1         -        0.2      (10.1)     25.2
     Total assets               731.9         -       50.8      (62.9)    719.8
     Capital expenditures        35.6         -       44.4        3.3      83.3
     
                                                     1997
                            ---------------------------------------------------
                            IMC-Agrico 
                            Phosphates   Sulphur   Oil & Gas  Other(a)   Total
                            ----------   -------   ---------  --------   -----
     Net sales from 
      external customers     $  614.6   $ 129.1    $  29.6   $   69.2  $  842.5
     Intersegment net sales      28.2      47.5          -          -      75.7
     Gross margins(d)           126.2      (4.4)       2.3       52.9     177.0
     Exploration expenses           -         -       15.8          -      15.8
     Operating earnings(e)      108.9      (8.0)     (15.1)      20.9     106.7
     Depreciation, depletion 
      and amortization           42.6      21.8       11.2      (32.5)     43.1
     Total assets               719.5         -       21.8      (75.8)    665.5
     Capital expenditures        34.6       2.3       35.5          -      72.4

<PAGE>
     
                                                     1996
                            ---------------------------------------------------
                            IMC-Agrico 
                            Phosphates   Sulphur   Oil & Gas  Other(a)   Total
                            ----------   -------   ---------  --------   -----
     Net sales from 
      external customers     $  714.1   $ 138.9    $  37.0   $   67.0  $  957.0
     Intersegment net sales      30.4      45.5          -          -      75.9
     Gross margins(f)           178.9      12.9       11.3       57.5     260.6
     Exploration expenses           -         -        2.5          -       2.5
     Operating earnings(f)      162.1       6.2        7.8       38.7     214.8
     Depreciation, depletion 
      and amortization           41.8      21.4       14.8      (41.0)     37.0
     Total assets               713.5     566.3       20.8     (100.8)  1,199.8
     Capital expenditures        36.3       2.8        6.5        8.0      53.6

     (a)  Segment information below the quantitative thresholds are 
          attributable to Feed Ingredients and PLP corporate 
          headquarters. Feed Ingredients produces and markets animal 
          feed ingredients through Feed Ingredients.  PLP corporate 
          headquarters includes the elimination of intersegment 
          transactions.
     (b)  Before non-recurring charges of $8.0 million related to the 
          Profit Improvement Program.  See Note 4, "Non-Recurring 
          Charges."
     (c)  Before non-recurring charges of $62.6 million related to the 
          Profit Improvement Program.  See Note 4, "Non-Recurring 
          Charges."  See Note 4, "Non-Recurring Charges."
     (d)  Before a non-recurring charge of $384.5 million related to an 
          impairment assessment of sulphur assets.  See Note 4, "Non-
          Recurring Charges."
     (e)  Before non-recurring charges of $22.6 million related to the 
          FTX Merger and the $384.5 million sulphur asset impairment 
          discussed above.
     (f)  Before non-recurring charges of $3.0 million for asset 
          valuations at IMC-Agrico.
</TABLE>

<PAGE>

     Financial information relating to PLP's operations by geographic 
     area was as follows:
<TABLE>
<CAPTION>

                                   Net Sales(a)
                       ------------------------------------
                         1998          1997          1996
                         ----          ----          ----
      <S>              <C>          <C>           <C>
      United States    $  330.9     $   485.9     $   549.6
      China               146.7         169.0         191.9
      Other               209.7         187.6         215.5
                       --------     ---------     ---------
      Consolidated     $  687.3     $   842.5     $   957.0
                       ========     =========     =========
                      
      (a)  Revenues are attributed to countries based on location of 
           customer.  
</TABLE>

<TABLE>

               QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
                 (In millions, except per unit amounts)
<CAPTION>

                                            Quarter                    
                          --------------------------------------------
                           First   Second   Third(a)  Fourth(b)  Year
                           -----   ------   --------  ---------  ----
     <S>                  <C>      <C>      <C>        <C>      <C>
     1998     
       Net sales          $158.8   $196.0   $156.4     $176.1   $687.3
       Gross margins        35.4     53.4     42.1       40.6    171.5
       Operating income 
        (loss)              17.7     36.3     36.9      (21.5)    69.5
       Earnings (loss)       8.8     26.9     27.3      (30.8)    32.3
       Earnings (loss)
        per unit          $ 0.09   $ 0.26   $ 0.26     $(0.30)  $ 0.31

<PAGE>
     
     1997     
       Net sales          $ 211.8  $228.8   $196.3     $205.6   $842.5
       Gross margins         56.9    52.4   (334.8)      18.0   (207.5)
       Operating income 
        (loss)               38.1    39.6   (357.6)     (20.5)  (300.4)
       Earnings (loss) 
        before extraordinary 
        item                 29.2    30.6   (366.6)     (33.8)  (340.6)
       Earnings (loss)       29.2    30.6   (366.6)     (48.3)  (355.1)
       Earnings (loss) 
        per unit before 
        extraordinary item   0.28    0.30    (3.54)     (0.33)   (3.29)
       Earnings (loss) 
        per unit          $  0.28  $ 0.30   $(3.54)    $(0.47)  $(3.43)

       (a)  1997 includes a $384.5 million non-recurring charge ($3.71 
            per unit) in 1997 for an impairment assessment of sulphur  
            assets.  See Note 4, "Non-Recurring Charges."
       (b)  Includes non-recurring charges in 1998 totaling $62.6 
            million ($0.61 per unit) related to the Profit Improvement 
            Program.  See Note 4, "Non-Recurring Charges."  Includes 
            non-recurring charges in 1997 totaling $21.5 million ($0.21 
            per unit) related to the merger between FTX and IGL, and an 
            extraordinary charge of $14.5 million ($0.14 per unit) 
            primarily for redemption premiums associated with the early 
            extinguishment of the 8.75 percent senior subordinated 
            notes. 
</TABLE>

Item 9.   Changes in and Disagreements with Accountants on Accounting  
          and Financial Disclosure.  

          As of December 22, 1997, PLP filed a Current Report on Form 
          8-K reporting events under Items 1 and 4 thereof, and 
          subsequently on February 5, 1998, PLP filed an amendment on 
          Form 8-K/A.  The event reported under Item 1 addressed the 
          change in control of PLP following the FTX Merger, 51.6 
          percent owner and administrative managing general partner of 
          PLP, with IMC as the surviving entity.  As a result, IMC 
          assumed 51.6 percent ownership and became General Partner of 
          PLP under the PLP Agreement. 

<PAGE>

          The event reported under Item 4 addressed the change in PLP's 
          independent public accountants. As a result of the FTX 
          Merger, Arthur Andersen LLP was replaced as the principal 
          independent auditor of PLP by Ernst & Young LLP effective 
          December 22, 1997. The report of Arthur Andersen LLP on the 
          financial statements of PLP for 1996, which expressed 
          reliance on certain audit work performed by Ernst & Young LLP 
          relative to PLP's joint venture interest in IMC-Agrico and 
          relative to certain pension and other post-employment and 
          post-retirement benefits information related IMC-Agrico MP, 
          Inc., did not contain an adverse opinion or a disclaimer of 
          an opinion and was not qualified or modified as to 
          uncertainty, audit scope or accounting principles.  During 
          1996 and the interim period ended December 22, 1997, the date 
          of the FTX Merger, (i) there were no disagreements with 
          Arthur Andersen LLP on any matter of accounting principles or 
          practices, financial statement disclosure or auditing scope 
          or procedure; and (ii) there were no "reportable events" (as 
          defined in Rule 304(a) (1) (v) of Regulation S-K).


PART III.

Item 10.  Directors and Executive Officers of the Registrant 

          As a limited partnership, PLP has no directors.  IMC, the 
          General Partner of PLP, performs comparable functions for 
          PLP.  PLP does not employ any executive officers; however, 
          certain management functions are provided to PLP by executive 
          officers and other employees of IMC.  

          Section 16(a) Beneficial Ownership Reporting Compliance 

          Because IMC is the General Partner of PLP, certain officers 
          of IMC who perform policy-making functions for PLP are 
          subject to the reporting requirements of Section 16 of the 
          Exchange Act of 1934, as amended.  An Initial Statement of 
          Beneficial Ownership on Form 3 was not timely filed for Mr. 
          John U. Huber, an officer of IMC.  (Mr. Huber did not hold 
          any units of PLP at the time the Form 3 was required to have 
          been filed.)  A Statement of Changes in Beneficial Ownership 
          on Form 4 was not timely filed for Mr. Robert W. Bruce III, a 
          former director of IMC.  Two Form 4s were not timely filed 
          for Mr. Rod F. Dammeyer, a director of IMC.

<PAGE>

Item 11.  Executive Compensation

          PLP does not employ any executive officers and no 
          compensation was provided by PLP to any executive officer for 
          services rendered in any capacity in 1998.  Prior to the FTX 
          Merger, the services of executive officers of PLP were 
          provided to PLP by FTX as provided in the PLP Agreement, for 
          which PLP reimbursed FTX at its cost, including allocated 
          overhead. Subsequent to the FTX Merger, IMC provides services 
          to PLP as provided in the PLP Agreement, for which PLP 
          reimburses IMC at its cost, including allocated overhead.  
          Certain services provided by the General Partner are provided 
          by executive officers and other employees of IMC.  In 
          accordance with the PLP Agreement, IMC is reimbursed on a 
          monthly basis for expenses incurred on behalf of PLP.  
          Reference is made to the information set forth in Part I, 
          Item 1, "Business - Other Matters - Relationship between PLP 
          and IMC," of this Annual Report on Form 10-K.

Item 12.  Security Ownership of Certain Beneficial Owners and 
          Management

          The following table contains certain information concerning 
          the beneficial ownership of PLP units as of December 31, 1998 
          by each person known by PLP to be the beneficial owner of 
          more than five percent of any class of PLP equity security, 
          determined in accordance with Rule 13d-3 of the SEC and based 
          on information furnished to PLP by each such person.  Unless 
          otherwise indicated, the securities shown are held with sole 
          voting and investment power.

<TABLE>
<CAPTION>

          Name and Address      Number of PLP Units
          of Beneficial Owner    Beneficially Owned    Percent of Class
          -------------------------------------------------------------
          <S>                       <C>                      <C> 
          IMC Global Inc.           53,385,133(a)            51.6%
          2100 Sanders Road
          Northbrook, Illinois 
          60062-6146
 
          Alpine Capital, L.P.      11,658,800(b)            11.3%
          201 Main Street  
          Suite 2100
          Fort Worth, Texas  76102


<PAGE>

          Wellington Management      8,973,200(c)             8.7%
          Company, LLP
          75 State Street
          Boston, Massachusetts 02109 

          (a)  Consists of 198,234 PLP Depositary Units,  52,149,916 
               PLP Unit Equivalents and 1,036,983 of partnership 
               interests.
          (b)  Based on the Schedule 13G dated February 8, 1999 that 
               Alpine Capital, L.P. filed with the SEC, Alpine Capital, 
               L.P. has sole voting power and dispositive power with 
               respect to all 11,658,800 units.
          (c)  Based on the Schedule 13G dated February 10, 1999 that 
               Wellington Management Company, LLP (Wellington) filed 
               with the SEC, Wellington has shared dispositive power 
               and no voting power with respect to the 8,973,200 units. 
               Wellington is a parent holding company which together 
               with its affiliates, holds the units in its capacity as 
               investment adviser to various clients, including 
               Vanguard/Windsor Fund, Inc.  Vanguard Windsor Fund, Inc. 
               reported on a Schedule 13G dated February 11, 1999 that 
               it has sole voting power and shared dispositive power 
               with respect to these 8,973,200 units.
</TABLE>

Item 13.  Certain Relationships and Related Transactions

          Reference is made to the information set forth in Part I, 
          Item 1, "Business - Other Matters - Relationship between PLP 
          and IMC" and Item 11, "Executive Compensation," of this 
          Annual Report on Form 10-K.


PART IV.

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 
          8-K.  

          (a)(1).   Financial Statements.  

                    Reference is made to the Index to Financial 
                    Statements appearing in Part II, Item 8, "Financial 
                    Statements and Supplementary Data" of this Annual 
                    Report on Form 10-K.

<PAGE>

          (a)(2).   Financial Statement Schedules.

                    Reference is made to the Index to Financial 
                    Statements Schedules appearing on page F-1 hereof.

          (a)(3).   Exhibits.  

                    Reference is made to the Exhibit Index beginning on 
                    page E-1 hereof.  

          (b).      Reports on Form 8-K.  

                    During the fourth quarter and through the date of 
                    this filing, the following reports were filed:

                    None



                            SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                                   PHOSPHATE RESOURCE PARTNERS 
                                   LIMITED PARTNERSHIP

                                   By: IMC GLOBAL INC.
                                       Its Administrative Managing
                                       General Partner

                                   By: /s/ Robert E. Fowler, Jr.       
                                       -------------------------
                                       Robert E. Fowler, Jr.
                                       Chairman and Chief Executive    
                                       Officer of IMC Global Inc.



Date:  March 30, 1999


<PAGE>


Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of 
the Registrant and in the capacities and on the dates indicated:

Signature                 Title                          Date
---------                 -----                          ----

/s/ Robert E. Fowler, Jr. Chairman and Chief             March 30, 1999
Robert E. Fowler, Jr.     Executive Officer of 
                          IMC Global Inc. 
                          (principal executive officer)

/s/ Douglas A. Pertz      President, Chief               March 30, 1999
Douglas A. Pertz          Operating Officer and
                          Director of IMC Global Inc.
                          (principal operating officer)

/s/ J.Bradford James      Senior Vice President and      March 30, 1999
J.Bradford James          Chief Financial Officer 
                          of IMC Global Inc.
                          (principal financial officer)

/s/ Anne M. Scavone       Vice President and             March 30, 1999
Anne M. Scavone           Controller of IMC Global Inc.
                          (principal accounting officer)

        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
Wendell F. Bueche
 
        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
Raymond F. Bentele        

        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
Rod F. Dammeyer

        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
James M. Davidson

        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
Harold H. MacKay

<PAGE>

        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
David B. Mathis

        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
Donald F. Mazankowski

        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
Joseph P. Sullivan
 
        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
Richard L. Thomas

        *                 Director of IMC Global Inc.    March 30, 1999
--------------------
Billie B. Turner


*By: /s/   Rose Marie Williams
           Rose Marie Williams
           Attorney-in-fact


<PAGE>


              PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP

                               Exhibit Index

                                             Incorporated    Filed with
Exhibit                                      Herein by       Electronic
No.     Description                          Reference to    Submission
-----------------------------------------------------------------------
3.1     Amended and Restated Agreement       Exhibit B on 
        of Limited Partnership of PLP        the Prospectus
        dated as of May 29, 1987 (PLP        dated May 29,
        Partnership Agreement) among FTX,    1987 included
        Freeport Phosphate Rock Company and  in PLP's 
        Geysers Geothermal Company, as       Registration
        general partners, and Freeport       Statement on
        Minerals Company (FMC), as general   Form S-1, as
        partner and attorney-in-fact for     amended, as
        the limited partners, of PLP.        initially filed
                                             with the 
                                             Commission on 
                                             May 29, 1987 
                                             (Registration 
                                             No. 33-13513).
 
3.2     Amendment to the PLP Partnership     Exhibit 3.2 to 
        Agreement dated as of                PLP's December 31,
        December 16, 1988 effected by FMC,   1994 Annual Report
        as Administrative Managing General   on Form 10-K.
        Partner, and FTX, as General 
        Partner of PLP. 

3.3     Amendment to the PLP Partnership     Exhibit 19.2 to
        Agreement dated as of March 29,      PLP's March 31,
        1990 effected by FMC, as             1990 Form 10-Q.
        Administrative Managing General 
        Partner, and FTX, as Managing 
        General Partner, and FTX, as 
        Managing General Partner, of PLP.  

3.4     Amendment to the PLP Partnership     Exhibit 19.3 to
        Agreement dated as of April 6,       PLP's March 31,
        1990 effected by FTX, as             1990 Form 10-Q.
        Administrative Managing General
        Partner of PLP.  

<PAGE>

3.5     Amendment to the PLP Partnership     Exhibit 3.3 to 
        Agreement dated as of January 27,    PLP's December 31,
        1992 between FTX, as Administrative  1991 Annual Report
        Managing General Partner, and FMRP,  on Form 10-K.
        as Managing General Partner, of PLP.  

3.6     Amendment to the PLP Partnership     Exhibit 3.4 to
        Agreement dated as of October 14,    PLP's December 31,
        1992 between FTX, as Administrative  1992 Annual Report
        Managing General Partner, and FMRP,  on Form 10-K.
        as Managing General Partner, of PLP.  

3.7     Amended and Restated Certificate of  Exhibit 3.3 to
        Limited Partnership of PLP dated     PLP's Registration
        June 12, 1986 (PLP Partnership       Statement on Form
        Certificate).                        S-1, as amended,
                                             as initially filed 
                                             with the Commission 
                                             on June 20, 1986          
                                             (Registration No. 
                                             33-5561).
 

3.8     Amendment dated as of January 9,     Exhibit 3.8 to
        1998 effected by IMC, as             PLP's 1997 Annual
        Administrative Managing General      Report on Form 10-K.
        Partner, and FMRP, as Managing 
        General Partner of PLP.

3.9     Certificate of Amendment to the      Exhibit 3.6 to
        PLP Partnership Certificate dated    PLP's December 31,
        as of January 12, 1989.              1993 Annual Report
                                             on Form 10-K.
 
3.10    Certificate of Amendment to the      Exhibit 19.1 to
        PLP Partnership Certificate dated    PLP's March 31,
        as of December 29, 1989.             1990 Form 10-Q.
 
3.11    Certificate of Amendment to the      Exhibit 19.4 to
        PLP Partnership Certificate dated    PLP's March 31,
        as of April 12, 1990.                1990 Form 10-Q.

3.12    Certificate of Amendment to the                             X
        PLP Partnership Certificate dated 
        as of January 9, 1998.

<PAGE>

4.1     Deposit Agreement dated as of        Exhibit 28.4 to
        June 27, 1986 (Deposit Agreement)    PLP's Report on
        among PLP, The Chase Manhattan       Form 8-K dated
        Bank, N.A. (Chase) and Freeport      July 11, 1986.
        Minerals Company as attorney-in-
        fact of those limited partners 
        and assignees holding depositary 
        receipts for units of limited 
        partnership interest in PLP. 

4.2     Resignation dated December 26,       Exhibit 4.5 to
        1991 of Chase as Depositary under    PLP's December 31,
        the Deposit Agreement and            1991 Annual Report
        appointment dated December 27,       on Form 10-K.
        1991 of Mellon Bank, N.A. (Mellon) 
        as successor Depositary, effective 
        January 1, 1992.

4.3     Service Agreement dated as of        Exhibit 4.6 to
        January 1, 1992 between PLP and      PLP's December 31,
        Mellon pursuant to which Mellon      1991 Annual Report
        serves as Depositary under the       on Form 10-K.
        Deposit Agreement and Custodian
        under the Custodial Agreement.  

4.4     Amendment to the Deposit Agreement   Exhibit 4.4 to
        dated as of November 18, 1992        PLP's December 31,
        between PLP and Mellon.              1992 Annual Report
                                             on Form 10-K.
 
4.5     Form of Depositary Receipt.          Exhibit 4.5 to 
                                             PLP's December 31, 
                                             1992 Annual Report 
                                             on Form 10-K.
 

4.6     Custodial Agreement regarding        Exhibit 19.1 to
        the PLP Depositary Unit              PLP's June 30,
        Reinvestment Plan among FTX,         1987 Form 10-Q.
        PLP and Chase, effective as of
        April 1, 1987.  

4.7     PLP Depositary Unit Reinvestment     Exhibit 4.4 to 
        Plan.                                PLP's December 31, 
                                             1991 Annual Report 
                                             on Form 10-K.

<PAGE>
 
4.8     Subordinated Indenture as of         Exhibit 4.11 to
        October 26, 1990 (Subordinated       PLP's December 31,
        Indenture) between PLP and           1993 Annual Report
        Manufacturers Hanover Trust          on Form 10-K.
        Company (MHTC) as Trustee.  

4.9     First Supplemental Indenture         Exhibit 4.12 to
        dated as of February 15, 1994        PLP's December 31, 
        between PLP and Chemical Bank,       1993 Annual Report
        as Successor to MHTC, as Trustee,    on Form 10-K.
        to the Subordinated Indenture 
        providing for the issuance of 
        $150,000,000 of aggregate principal 
        amount of 8 3/4% Senior 
        Subordinated Notes due 2004.  

4.10    Form of Senior Indenture (Senior     Exhibit 4.1 to
        Indenture) from PLP to Chemical      PLP's Report on
        Bank, as Trustee.                    Form 8-K dated 
                                             February 13, 1996.
 
4.11    Form of Supplemental Indenture       Exhibit 4.1 to
        dated February 14, 1996 from PLP     PLP's Report on
        to Chemical Bank, as Trustee, to     Form 8-K dated 
        the Senior Indenture providing       February 16, 1996.
        for the issuance of $150,000,000
        aggregate principal amount of 7% 
        Senior Debentures due 2008.  

10.1    Contribution Agreement dated as      Exhibit 2.1 to
        of April 5, 1993 between PLP and     PLP's Report on
        IMC.  (PLP-IMC Contribution          Form 8-K dated    
        Agreement)                           July 15, 1993.
 
10.2    First Amendment dated as of          Exhibit 2.2 to
        July 1, 1993 to the PLP-IMC          PLP's Report on
        Contribution Agreement.              Form 8-K dated 
                                             July 15, 1993.
 
10.3    Amended and Restated Partnership     Exhibit 10.3 to
        Agreement dated as of May 26, 1995   PLP's December 31,
        among IMC-Agrico GP Company,         1995 Annual Report
        Agrico, Limited Partnership and      on Form 10-K.
        IMC-Agrico MP Inc (Amended and 
        Restated Partnership Agreement). 

<PAGE>

10.4    Amendment and Agreement dated        Exhibit 10.1 to
        as of January 23, 1996 to the        PLP's Report on
        Amended and Restated Partnership     Form 8-K dated 
        Agreement dated May 26, 1995 by      February 13, 1996.
        and among IMC-Agrico MP, Inc., 
        IMC Global Operations, Inc. and
        IMC-Agrico Company.  

10.5    Amendment and Agreement dated as                            X
        of December 22, 1997 to the  
        Amended and Restated Partnership 
        Agreement dated May 26, 1995 by 
        and among IMC-Agrico MP, Inc.; 
        IMC Global Operations, Inc.; and
        IMC-Agrico Company.

10.6    Amended and Restated Parent          Exhibit 10.5 to
        Agreement dated as of May 26,        PLP's December 31,
        1995 among IMC Global Operations,    1995 Annual Report
        Inc.; PLP; FTX; and IMC-Agrico.       on Form 10-K.

10.7    Participation Agreement: McMoRan     Exhibit 10.6 to
        1997 Exploration Program             PLP's December 31,
        (Participation Agreement) dated      1997 Annual Report
        April 1, 1997 between PLP and MOXY.  on Form 10-K.

10.8    Amendment to Participation A         Exhibit 10.7 to
        Agreement dated December 15,         PLP's December 31,
        1997 between PLP and MOXY.           1997 Annual Report
                                             on Form 10-K.
 
10.9    Participation Agreement: McMoRan     Exhibit 10.8 to
        1997 Exploration Program dated       PLP's December 31,
        December 15, 1997 between PLP and    1997 Annual Report
        MOXY.                                on Form 10-K.

10.10   Promissory Demand Note between PLP,  Exhibit 10.9 to
        as borrower, and IMC, as lender,     PLP's December 31,
        dated December 22, 1997 in the       1997 Annual Report
        principal sum of $200,000,000.       on Form 10-K.

10.11   Promissory Demand Note between PLP,  Exhibit 10.10 to
        as borrower, and IMC, as lender,     PLP's December 31,
        dated December 22, 1997 in the       1997 Annual Report
        principal sum of $150,000,000.       on Form 10-K.

<PAGE>

12.1    PLP Computation of Ratio of                                 X
        Earnings to Fixed Charges.

16      Letter of Arthur Andersen LLP        Exhibit 99.2 to
        re: change in certifying             PLP's Report on
        accountants.                         Form 8-K dated
                                             December 22, 1997 
                                             and Exhibit 99.2 
                                             to PLP's Report 
                                             on Form 8-K/A dated 
                                             February 5, 1998.
 
21.1    Subsidiaries of the Registrant.                             X

23.1    Consent of Ernst & Young LLP                                X
        dated March 30, 1999.

23.2    Consent of Arthur Andersen LLP                              X
        dated March 30, 1999.

24.1    Powers of Attorney pursuant to                              X
        which this report has been signed 
        on behalf of certain directors of 
        IMC Global Inc.

27.1    PLP Financial Data Schedule.                                X

99.1    Report of Ernst & Young LLP.                                X

99.2    Report of Ernst & Young LLP.                                X

               INDEX TO FINANCIAL STATEMENTS SCHEDULES

The financial statement schedules listed below should be read in 
conjunction with such financial statements contained in PLP's 1998 
Annual Report on Form 10-K.

                                                            Page

I.   Condensed Financial Information of Registrant        F-2 - F-4
II.  Valuation and Qualifying Accounts                       F-5
 

Schedules other than those listed above have been omitted since they 
are either not required, not applicable or the required information is 
included in the financial statements or notes thereto.



<PAGE>

                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


We have audited, in accordance with generally accepted auditing 
standards, the financial statements as of December 31, 1996 and for the 
year ended December 1996 of Phosphate Resource Partners Limited 
Partnership (formerly Freeport-McMoRan Resource Partners, Limited 
Partnership) included in this Form 10-K, and have issued our report 
thereon dated January 21, 1997 (except with respect to Note 11 as to 
which the date is January 26, 1998).  Our audit was made for the 
purpose of forming an opinion on those statements taken as a whole. The 
schedules listed in the index above are the responsibility of the 
General Partner's management and are presented for purposes of 
complying with the Securities and Exchange Commission's rules and are 
not part of the basic financial statements.  The schedules as of 
December 31, 1996 and for the year then ended have been subjected to 
the auditing procedures applied in the audit of the basic financial 
statements and, in our opinion, fairly state in all material respects 
the financial data required to be set forth therein in relation to the 
basic financial statements taken as a whole.

Arthur Andersen LLP
New Orleans, Louisiana
January 21, 1997


<PAGE>

<TABLE>
            PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                        STATEMENT OF OPERATIONS
                             (In millions)
<CAPTION>

                                             Years Ended December 31,	
                                            -------------------------
                                             1998     1997     1996	
                                             ----     ----     ----
<S>                                         <C>     <C>       <C>
Net sales                                   $  0.2  $ 158.7   $176.0
Cost of goods sold                             0.5    545.0    155.3
                                            ------  -------   ------
  Gross margins                               (0.3)  (386.3)   (20.7) 
Exploration expenses                          20.9     15.8      2.5
Selling, general and administrative expenses   7.9     57.4     35.5
                                            ------  -------   ------
  Operating loss                             (29.1)  (459.5)   (17.3)
Interest expense, net                        (35.3)   (32.7)   (31.8)
Equity in earnings of IMC-Agrico              95.5    154.7    226.0
Other (income) expense, net                   (1.2)     3.1     (0.4)
                                            ------  -------   ------
Earnings (loss) before extraordinary item     32.3   (340.6)   177.3
Extraordinary charge - debt retirement           -    (14.5)       -
                                            ------  -------   ------
Earnings (loss)                             $ 32.3  $(355.1)  $177.3
                                            ======  =======   ======


   See Notes to Financial Statements in PLP's Form 10-K for the year 
                        ended December 31, 1998


</TABLE


<PAGE>


</TABLE>
<TABLE>

              PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                              BALANCE SHEET
                              (In millions)
<CAPTION>

                                                December 31,	
                                          ----------------------
                                            1998          1997
                                            ----          ----
<S>                                       <C>           <C>
Assets  
Current assets:  
   Cash and cash equivalents              $   12.4      $    9.5
   Receivables, net                            3.9           5.4
   Other current assets                        0.5           1.1
                                          --------      --------
   Total current assets                       16.8          16.0
  
Property, plant and equipment, net            50.7          21.2
Investment in IMC-Agrico                     347.2         378.8
Investment in MOXY                            13.5          13.5
Other assets                                   1.2           1.4
                                          --------      --------
Total assets                              $  429.4      $  430.9
                                          ========      ========
  
Liabilities and Partners' Deficit  
Accounts payable and accrued liabilities  $   10.3      $   28.9
Long-term debt                               461.2         455.8
Other noncurrent liabilities                 116.9         114.6
Partners' deficit                           (159.0)       (168.4)
                                          --------      --------
Total liabilities and partners' deficit   $  429.4      $  430.9
                                          ========      ========


   See Notes to Financial Statements in PLP's Form 10-K for the year  
                       ended December 31, 1998

</TABLE>


<PAGE>

<TABLE>
             PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
       SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                        STATEMENT OF CASH FLOWS
                             (In millions)
<CAPTION>
                                           Years Ended December 31,
                                         ----------------------------
                                          1998       1997       1996	
                                          ----       ----       ----
<S>                                      <C>       <C>         <C> 
Cash flow from operating activities:   
Earnings (loss)                          $ 32.3    $(355.1)    $177.3
Adjustments to reconcile earnings 
 (loss) to net cash provided by  
 operating activities:   
    Sulphur asset impairment charge           -      384.5          -
    Depreciation and amortization           0.2       33.9       36.2
    Oil and gas exploration expenses       14.7       15.8        2.5
    Equity in earnings of IMC-Agrico      (95.5)    (154.7)    (226.0)
    Cash distributions received from 
     IMC-Agrico                           127.1      187.0      263.1
    Other                                   2.5      (10.3)      (0.8)
    Changes in:   
      Receivables                           1.5        1.4       (0.8)
      Inventories                             -        2.9        1.7
      Other current assets                  0.6        0.7       (0.5)
      Accounts payable and 
       accrued liabilities                (18.6)      (8.2)       6.2
                                         ------     ------     ------
Net cash provided by operating 
 activities                                64.8       97.9      258.9
                                         ======     ======     ======
   
Cash flow from investing activities:   
Capital expenditures                      (44.4)     (37.8)      (9.5)
Investment in IMC-Agrico                      -      (11.0)      (7.6)
Investment in MOXY                            -       (8.2)         -
Other                                         -          -        4.0
                                         ------     ------     ------
Net cash used in investing activities     (44.4)     (57.0)     (13.1)
                                         ======     ======     ======

<PAGE>

Cash flow from financing activities:   
Cash distributions to partners            (22.9)    (119.6)    (222.1)
Proceeds from (repayment of) debt, net      5.4      105.1     (171.1)
Cash transferred to FSC                       -      (23.3)         -
Proceeds from sale of notes                   -          -      147.8
                                         ------     ------     ------
Net cash used in financing activities     (17.5)     (37.8)    (245.4)
                                         ------     ------     ------
Net increase in cash and cash equivalents   2.9        3.1        0.4
Cash and cash equivalents at 
 beginning of year                          9.5        6.4        6.0
                                         ------     ------     ------
Cash and cash equivalents at end of year $ 12.4     $  9.5     $  6.4
                                         ======     ======     ======


      See Notes to Financial Statements in PLP's Form 10-K for the 
                      year ended December 31, 1998

</TABLE>


<PAGE>
<TABLE>
             PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
           FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                             (In millions)
<CAPTION>

     Col. A       Col. B         Col. C          Col. D      Col. E
--------------- --------- -------------------- ---------   ---------
                               Additions
                          -------------------
                   Balance at Charged to  Charged to                Balance at
                   Beginning  Costs and     Other     Other-Add       End of
Description        of Period   Expenses    Accounts    (Deduct)       Period
--------------- --------- ---------  --------  --------    ---------
Reclamation and mine shutdown reserves:     
<S>              <C>       <C>       <C>       <C>           <C>    
1998:     
  Phosphates     $ 38.3    $  6.8    $    -    $ (7.2)(a)    $ 37.9
     
1997:     
  Sulphur        $ 47.6    $  9.4    $  4.8(b) $(61.8)(c)    $    -
  Phosphates       42.3       9.5         -     (13.5)(d)      38.3
  Oil & Gas         6.2       2.5       3.7(b)  (12.4)(c)         -
                 ------    ------    ------    ------        ------
                 $ 96.1    $ 21.4    $  8.5    $(87.7)(e)    $ 38.3
                 ======    ======    ======    ======        ======
     
1996:     
  Sulphur        $ 71.9    $  3.9    $    -    $(28.2)(f)    $ 47.6
  Phosphates       36.0      10.1         -      (3.8)         42.3
  Oil & Gas         4.9       1.3         -         -           6.2
                 ------    ------    ------    ------        ------
                 $112.8    $ 15.3    $    -    $(32.0)(e)    $ 96.1
                 ======    ======    ======    ======        ======

(a)  Includes a reclassification to short-term payables of $7.2 
     million.
(b)  Relates to the transfer of IMC's 25.0 percent interest in Main 
     Pass to PLP.
(c)  Includes a reduction of $63.2 million for sulphur and oil & gas 
     reserves included in the net assets distributed to FSC.  See Note 
     3, "Distributions," of Notes of Financial Statements in Part II, 
     Item 8, "Financial Statements and Supplementary Data," of this 
     Annual Report on Form 10-K for further detail.
(d)  Includes a reclassification to short-term payables of $12.0 
     million.

<PAGE>

(e)  Includes expenditures of $26.6 million in 1997 and $11.3 million 
     in 1996.
(f)  Includes a reclassification to short-term payables of $17.1 
     million.

</TABLE>