SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            FORM 10-K
(Mark One)  
     x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended December 31, 1996
                                OR
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from .......... to ..........

                 Commission file number 1-9164
                                
              Freeport-McMoRan 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.)

              1615 Poydras Street
           New Orleans, Louisiana                     70112
  (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (504) 582-4000
                                
   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
   8 3/4% Senior Subordinated Notes due 2004     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.          

    The aggregate market value of the Depositary Units held by non-affiliates of
the registrant was approximately $844,414,000 on March 14, 1997.

                DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the registrant's Annual Report to unit holders for the year 
ended December 31, 1996 are incorporated by reference into Parts II and IV of 
this Report. 

     Freeport-McMoRan Resource Partners, Limited Partnership

                         TABLE OF CONTENTS

                                                              Page

Part I
    Items 1. and 2. Business and Properties. . . . . . . . . . . 1
      Overview . . . . . . . . . . . . . . . . . . . . . . . . . 1
      Agricultural Minerals. . . . . . . . . . . . . . . . . . . 2
      Fertilizer Business-IMC-Agrico Company . . . . . . . . . . 2
      Sulphur Business . . . . . . . . . . . . . . . . . . . . . 4
      Oil and Gas. . . . . . . . . . . . . . . . . . . . . . . . 5
      Environmental Matters. . . . . . . . . . . . . . . . . . . 5
      Relationship Between the Company and the FTX Group . . . . 6
      Management and Ownership . . . . . . . . . . . . . . . . . 6
      Credit Facility. . . . . . . . . . . . . . . . . . . . . . 6
      Conflicts of Interest. . . . . . . . . . . . . . . . . . . 6
      Services Agreement . . . . . . . . . . . . . . . . . . . . 7
      Cautionary Statement . . . . . . . . . . . . . . . . . . . 7
      Seasonality and Volatility of Product Markets. . . . . . . 8
      Competition. . . . . . . . . . . . . . . . . . . . . . . . 8
      Environmental Matters. . . . . . . . . . . . . . . . . . . 8
      Operating Hazards. . . . . . . . . . . . . . . . . . . . . 9
      Foreign Sales. . . . . . . . . . . . . . . . . . . . . . . 9
    Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . 9
    Item 4. Submission of Matters to a Vote of Security Holders. 9

Part II
    Item 5. Market for Registrant's Common Equity and 
             Related Stockholder Matters. . . . . . . . . . . . 10
    Item 6. Selected Financial Data . . . . . . . . . . . . . . 10
    Item 7. Management's Discussion and Analysis of Financial 
             Condition and Results of Operations. . . . . . . . 10
    Item 8. Financial Statements and Supplementary Data . . . . 10
    Item 9. Changes in and Disagreements with Accountants 
             on Accounting and Financial Disclosure . . . . . . 10

Part III
    Item 10. Directors and Executive Officers of the Registrant 10
    Item 11. Executive Compensation . . . . . . . . . . . . . . 12
    Item 12. Security Ownership of Certain Beneficial Owners 
              and Management. . . . . . . . . . . . . . . . . . 17
    Item 13. Certain Relationships and Related Transactions . . 19

Part IV
    Item 14. Exhibits, Financial Statement Schedules and Reports 
              on Form 8-K . . . . . . . . . . . . . . . . . . . 19

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . S-1

Index to Financial Statements. . . . . . . . . . . . . . . . . F-1

Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . E-1
<PAGE>
                              
                                PART I

Items 1. and 2.  Business and Properties.

OVERVIEW

    Freeport-McMoRan Resource Partners, Limited Partnership ("FRP" or the 
"Company"), through its subsidiaries and joint venture operations, is one of the
world's leading integrated phosphate fertilizer producers.  The Company is a 
joint venture partner in IMC-Agrico Company ("IMC-Agrico"), the largest and one 
of the lowest cost producers, marketers and distributors of phosphate 
fertilizers in the world, with operations in central Florida and on the 
Mississippi River in Louisiana.  FRP's Main Pass sulphur mine, offshore 
Louisiana in the Gulf of Mexico, and its Culberson mine in Texas, also make FRP 
the largest producer of Frasch sulphur in the world.  The combined sulphur, 
phosphate mining and fertilizer production operations provide FRP with the 
competitive advantages of vertical integration and operating efficiencies and 
reduce the sensitivity of FRP's phosphate fertilizer costs to changes in raw 
material prices.

    IMC-Agrico's business includes the mining and sale of phosphate rock and the
production, marketing and distribution of phosphate fertilizers and animal feed 
ingredients.  IMC-Agrico was formed as a joint venture partnership
in July 1993 when FRP and IMC Global Inc. ("IMC") contributed their respective 
phosphate fertilizer businesses to IMC-Agrico.  FRP believes that the 
combination of its internal production of raw materials, through its sulphur 
division and the IMC-Agrico joint venture, and the strategic location of IMC-
Agrico's fertilizer operations provide it with a competitiveadvantage over other
fertilizer producers.

    FRP's sulphur operations include the mining, purchase, transportation, 
terminalling and marketing of sulphur.  The Main Pass deposit, which was 
discovered in 1988, contains the largest known sulphur reserve in North America.
FRP's Main Pass offshore mining complex is the largest structure of its type in 
the Gulf of Mexico and one of the largest in the world.  The mining complex has 
a design capacity of 5,500 long tons per day.  FRP has a 58.3% interest in the 
Main Pass mine and serves as its manager and operator.  In January 1995, the 
Company began operating the Culberson mine when it acquired substantially all of
the domestic assets of Pennzoil Sulphur Co. ("Pennzoil").  As of December 31, 
1996, the Main Pass and Culberson mines were estimated to contain proved and 
probable sulphur reserves totaling 53.1 million long tons net to FRP.

    Main Pass also contains proved oil reserves from which FRP produces and 
sells oil for the Main Pass joint venture.  Oil production averaged 
approximately 10,700 barrels per day (5,200 barrels net to FRP) during the year 
ended December 31, 1996.  As of December 31, 1996, Main Pass was estimated to 
contain 12.8 million barrels (5.2 million barrels net to FRP) of proved oil 
reserves.  

    In June 1996, FRP acquired a 25% leasehold interest from McMoRan Oil & Gas 
Co. ("MOXY") in an oil and gas venture to explore a project area in Terrebonne 
Parish, Louisiana.  FRP also entered into an agreement with MOXY in 1997 
pursuant to which FRP will acquire an interest in certain leases acquired by 
MOXY.  See "Oil and Gas," below.

    FRP continues to benefit from significant improvements in phosphate 
fertilizer markets that began in late 1993 and continue into 1997.  FRP's 1996 
average realization for its principal fertilizer product, diammonium phosphate 
("DAP"), increased 65% to approximately $186 per short ton from the 1993 average
of approximately $113 per short ton. In late March 1997, the spot market price 
for DAP as quoted in industry publications was approximately $175 per short ton,
FOB central Florida.

    The Company is a publicly traded Delaware limited partnership organized in 
1986, the managing general partners of which are Freeport-McMoRan Inc. ("FTX") 
and FMRP Inc. ("FMRP"), a wholly owned subsidiary of FTX.  As of December 31, 
1996, FTX and FMRP held partnership units representing an approximate 51.6% 
interest in FRP, with the remaining interest being publicly owned and traded on 
the New York Stock Exchange.   See "Relationship Between the Company and the FTX
Group."

AGRICULTURAL MINERALS

    FRP's agricultural minerals operations consists of its interest in the 
    IMC-Agrico joint venture and FRP's sulphur business.

Fertilizer Business IMC-Agrico Company

    In July 1993, FRP and IMC contributed to IMC-Agrico their respective 
phosphate fertilizer businesses, including the mining and sale of phosphate rock
and the production, marketing and distribution of phosphate fertilizers. At the 
time, FRP and IMC were among the largest and lowest cost phosphate fertilizer 
producers in the world. The formation of IMC-Agrico has permitted the more 
efficient use of existing plant capacity as well as eliminating duplicative 
administrative and marketing functions. 

    IMC-Agrico makes quarterly cash distributions to FRP and IMC, based on
sharing ratios ("Current Interest"). The "Capital Interest" of FRP and IMC in 
IMC-Agrico reflects the purchase and sale of long-term assets and any required 
capital contributions.  Effective March 1, 1996, FRP's Current Interest was 
increased by 0.85% and, on July 1, 1996, FRP's Capital Interest was also 
increased by 0.85%.  As a result, FRP's Current Interest and Capital Interest 
were 54.35% and 43.05%, respectively, as of December 31, 1996.  Effective July 1
, 1997, FRP's Current Interest and Capital Interest will each decline to 
41.45%.  

    The IMC-Agrico policy committee establishes policies relating to the 
strategic direction of IMC-Agrico and assures that its policies are implemented.
FRP and IMC have equal representation on this committee. The committee 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 certain 
other decisions.

    In January 1996, IMC-Agrico's day-to-day management was restructured so that
it operates substantially as a stand-alone entity. Included in the restructuring
was the establishment of a new office of the president of IMC-Agrico who is 
responsible for managing its business affairs. The president is appointed by IMC
subject to the approval of the policy committee. An executive officer of FRP was
selected as the initial president of IMC-Agrico and has joined IMC-Agrico in 
that role. The president reports to IMC, which maintains responsibility for the 
operation of IMC-Agrico, subject to the terms of the partnership agreement and 
the direction of the policy committee.

Phosphate Rock

    IMC-Agrico's phosphate mining operations and production plants, located in 
Polk, Hillsborough, Hardee and Manatee Counties in central Florida, produce 
phosphate rock principally for the manufacture of phosphate fertilizers.  
IMC-Agrico sells phosphate rock to domestic animal feed manufacturers and other 
phosphate fertilizer producers. IMC-Agrico uses phosphate rock internally in the
production of phosphate fertilizers at its plants located in central Florida and
in Louisiana. Phosphate rock is generally mixed with sulphuric acid to produce 
phosphoric acid from which various granulated phosphate products can be 
produced. IMC-Agrico's annual phosphate rock mining capacity is approximately 25
million tons per year and currently accounts for approximately 41% of domestic 
phosphate rock mining capacity and 17% of the western world's capacity.  IMC-
Agrico produced approximately 22 million tons of phosphate rock during the year 
ended December 31, 1996.

    In October 1996, IMC-Agrico purchased 24,000 acres of undeveloped land in 
central Florida for $31 million plus future payments and royalties.  The land is
estimated to contain in excess of 100 million tons of phosphate rock.  FRP's 
share of the acquisition cost was approximately $13.0 million.  Primarily as a 
result of this acquisition, FRP's share of IMC-Agrico's proved and probable 
phosphate rock reserves as of December 31, 1996 increased by approximately 58 
million short tons (31%) from the December 31, 1995 level.

    As of December 31, 1996, FRP's share of IMC-Agrico's proved and probable 
phosphate rock reserves was estimated to be 244.3 million short tons that are 
mineable from existing operations, plus an additional 158.2 million short tons 
of phosphate rock deposits. Deposits are ore bodies which require additional 
economic and mining feasibility studies before they can be classified as 
reserves. These reserves are controlled by IMC-Agrico through ownership, long-
term lease, royalty or purchase option agreements.  

    In 1996, IMC-Agrico entered into an exclusive letter of intent with Chinese 
authorities to conduct joint feasibility studies and, if commercially viable, to
develop phosphate ore resources in Yunnan Province.  The agreement covers 
phosphate resources and contemplates the joint development of high-analysis 
phosphate fertilizer manufacturing facilities in China.  In addition, FRP 
continues to evaluate a potential phosphate mine and upgrading project in Sri 
Lanka.  This project would be undertaken through a joint venture involving the 
Government of Sri Lanka, IMC-Agrico and another party.

Phosphate Fertilizers

    IMC-Agrico manufactures phosphate fertilizers, principally DAP, monoammonium
phosphate ("MAP") and granular triple superphosphate ("GTSP"), and related 
products, including sulphuric acid, phosphoric acid, anhydrous ammonia and urea.
IMC-Agrico's fertilizer operations consist of six phosphoric acid and fertilizer
manufacturing facilities, three in central Florida and three on the Mississippi 
River in Louisiana.

    IMC-Agrico's New Wales, Nichols and South Pierce plants are located in 
Florida. The New Wales complex, located near Mulberry, Florida, primarily 
produces DAP, MAP, GTSP and merchant grade phosphoric acid. The New Wales plant 
also produces animal feed ingredients (see "Animal Feed Ingredients"). The 
Nichols, Florida plant produces DAP, sulphuric acid and phosphoric acid. The 
South Pierce plant, located in Bartow, Florida, produces GTSP, sulphuric acid 
and phosphoric acid.

    IMC-Agrico's Faustina, Uncle Sam and Taft plants are located in Louisiana. 
The Faustina plant, located in Donaldsonville, Louisiana, produces DAP, MAP, 
anhydrous ammonia, urea, sulphuric acid and phosphoric acid. The Uncle Sam, 
Louisiana plant produces sulphuric acid and phosphoric acid which is then 
shipped to the nearby Faustina and Taft plants, where it is used to produce DAP 
and MAP. The Taft, Louisiana plant produces DAP and MAP.

    Phosphate rock, sulphur and ammonia are the three principal raw materials 
used in the production of phosphate fertilizers. Phosphate rock is supplied by 
IMC-Agrico's Florida mines. FRP supplies its share of IMC-Agrico's sulphur 
requirements through its production from the Main Pass and Culberson mines and 
IMC supplies IMC-Agrico with its sulphur requirements from its share of Main 
Pass production and purchases from third parties, including FRP. IMC-Agrico's 
ammonia needs are fulfilled by internal production from its Faustina plant and 
third party domestic suppliers under long-term contracts.

    IMC-Agrico's phosphoric acid capacity is approximately 4.0 million tons of 
contained P2O5 (P2O5 is an industry term indicating a product's phosphate 
content measured chemically in units of phosphorous pentoxide), which represents
approximately 33% of U.S. production capacity and 10% of world capacity. IMC-
Agrico operated at approximately 93% of P2O5 capacity in 1996 as compared to 97%
in 1995.

    IMC-Agrico's plants have an estimated annual sustainable capacity to produce
approximately 8.2 million tons of granulated phosphates (DAP, MAP and GTSP), 
10.4 million tons of sulphuric acid, 260,000 tons of urea and 565,000 tons of 
anhydrous ammonia.  During 1996, IMC-Agrico produced approximately 7.3 million 
tons of granulated phosphates, as compared to 7.6 million tons in 1995.  As 
market conditions dictate, IMC-Agrico curtails operations to avoid building 
excessive inventories.

Animal Feed Ingredients

    In 1995, IMC-Agrico acquired the animal feed ingredients business of 
Mallinckrodt Group Inc.  Prior to the acquisition, IMC-Agrico managed 
Mallinckrodt's animal feed plant operations on a contractual basis.  The 
principal manufacturing facilities of the animal feed operations are located 
within IMC-Agrico's New Wales complex. This business is one of the world's 
largest producers of phosphate-based animal feed ingredients and has enhanced 
IMC-Agrico's flexibility in maximizing returns from its core phosphate 
production. 

Marketing

    IMC-Agrico sells its fertilizer products in the domestic and export markets 
under spot market and long-term contract terms. IMC-Agrico markets its products 
domestically throughout the eastern two-thirds of the United States.  In 1996, 
approximately 40% of IMC-Agrico's phosphate fertilizer shipments were sold in 
the domestic market.  Approximately 63% of IMC-Agrico's phosphate rock 
production was used in 1996 to produce phosphate fertilizers at its plants in 
Florida and Louisiana, with a majority of the remaining amount sold in the 
domestic market.

    Virtually all of FRP's export sales of phosphate fertilizers are marketed 
through the Phosphate Chemicals Export Association ("Phoschem"), a Webb-Pomerene
Act association. Since January 1995, IMC has been responsible for marketing DAP,
MAP and GTSP for Phoschem's members. This marketing arrangement allows IMC-
Agrico to interface directly with its major international customers and enhances
its ability to pursue growth and marketing opportunities on a global basis.  
In December 1996, IMC-Agrico, through Phoschem, reached a two-year agreement for
the sale of DAP to Sinochem, the fertilizer agency for China.  The agreement 
provides for monthly shipments of DAP at market-related prices at the time of 
shipment and is expected to approximate 1996 levels for each of 1997 and 1998.  
In conducting business abroad, IMC-Agrico is subject to the customary risks 
encountered in foreign operations. See "Cautionary Statement."

    Although phosphate fertilizer sales are fairly constant from month to month,
seasonal increases occur in the domestic market prior to the fall and spring 
planting of crops. Generally, domestic sales taper off after the spring 
planting season. However, this decline in domestic sales generally coincides 
with a time when major international buyers such as China, India and Pakistan 
purchase product for mid-year delivery.

Sulphur Business

    FRP's sulphur operations include the mining, purchase, transportation, 
terminalling and sale of sulphur. In 1995, FRP acquired essentially all of the 
domestic assets of Pennzoil, including the Culberson mine in Texas, sulphur
terminals and loading facilities in Galveston, Texas and Tampa, Florida, land 
and marine transportation equipment and sales and other related commercial 
contracts and obligations. As a result, FRP now produces sulphur from its Main 
Pass and Culberson mines for sale to IMC-Agrico and to third parties.

Production

    The Main Pass and Culberson mines utilize the Frasch mining process, which 
involves drilling wells and injecting superheated water into the underground 
sulphur deposit to melt the solid sulphur, which is then brought to the surface 
in liquid form. FRP and its predecessors have been using the Frasch process for 
over 80 years. FRP has also developed technology that allows it to use sea water
in the Frasch process. FRP is not aware of any competitor that has developed a 
Frasch sulphur mine using superheated sea water.

    The Main Pass deposit was discovered by FRP in 1988. The mine currently has 
the highest production rate of any sulphur mine in the world and contains the 
largest known existing Frasch sulphur reserve in North America. The Main Pass 
offshore complex, more than a mile in length, is one of the largest structures 
of its type in the world and the largest in the Gulf of Mexico. The Main Pass 
mine has a design capacity of 5,500 long tons per day. During the year ended 
December 31, 1996, production averaged approximately 5,350 long tons per day. 
The mine is owned 58.3% by FRP, 25% by IMC and 16.7% by Homestake Sulphur 
Company. At December 31, 1996, the Main Pass deposit was estimated to contain 
proved and probable sulphur reserves totaling 66.2 million long tons (38.6 
million long tons net to FRP).

    FRP began operating the Culberson mine in January 1995 after acquiring the 
mine from Pennzoil. For the year ended December 31, 1996, production at the 
Culberson mine averaged approximately 2,450 long tons per day. FRP continues to 
work on improving the operating efficiencies at the Culberson mine to further 
reduce costs. As of December 31, 1996, the Culberson mine was estimated to 
contain proved and probable sulphur reserves totaling 14.5 million long tons.

    FRP also supplements its sulphur production by purchasing sulphur from third
parties who recover sulphur in the production of oil and natural gas and the 
refining of petroleum products.

Marketing

   Sulphur produced at the Main Pass mine is transported by barge in liquid form
to storage, handling and shipping facilities located at Port Sulphur, Louisiana.
Sulphur production from the Culberson mine is transported in liquid form by unit
train to Galveston where storage, handling and shipping facilities are located. 
At both Port Sulphur and Galveston, sulphur purchased from others or transported
for third parties may also be received.  Sulphur is transported from Port 
Sulphur by barge to IMC-Agrico's and other customers' plants in Louisiana on the
Mississippi River. Molten sulphur is also transported from Galveston and Port 
Sulphur by tanker to FRP's terminals at Tampa.  Similar facilities at Pensacola,
Florida are used for storage, handling and shipping of sulphur purchased from 
others or transported for others. FRP processes and transports for a fee both 
IMC's and Homestake's share of Main Pass sulphur and serves as marketing agent 
for Homestake.

    FRP's production of sulphur accounted for an estimated 20% of domestic and 
6% of world elemental sulphur production in 1996. FRP's sulphur is used 
primarily to manufacture sulphuric acid, which is used primarily to produce 
phosphoric acid, one of the basic materials used to produce phosphate 
fertilizers.

OIL AND GAS

    Oil reserves are associated with the same caprock reservoir as the sulphur 
reserves at Main Pass. Oil production commenced in the fourth quarter of 1991 
and averaged approximately 10,700 barrels per day (5,200 barrels per day net to 
FRP) during the year ended December 31, 1996. As of December 31, 1996, FRP 
estimated that the remaining proved recoverable oil reserves at Main Pass were 
approximately 12.8 million barrels (5.2 million barrels net to FRP).

    In June 1996, FRP acquired a 25% leasehold interest in an oil and gas 
venture to explore a project area in Terrebonne Parish, Louisiana.  In 
connection with the acquisition of this interest, FRP reimbursed MOXY $2.1 
million for certain costs previously incurred in the project area.  FRP acquired
its interest on the same proportionate basis as Phillips Petroleum Company, 
which owns a 50% interest and is the operator of the joint venture.  The initial
exploratory well on the East Fiddler's Lake prospect was not successful in the 
discovery of commercial hydrocarbons.  The second exploratory well in the 
project area has commenced on the North Bay Junop prospect and is expected to 
reach total depth during the second quarter of 1997.

    FRP acquired an interest in leases acquired by MOXY at the federal offshore 
lease sale held on March 5, 1997.  At the lease sale, MOXY was high bidder on 
seven offshore Gulf of Mexico tracts, with bids totaling $5.5 million.  FRP will
acquire a 50% working interest in the leases awarded and will bear 60% of the 
acquisition and exploration costs associated with these leases.  MOXY will bear 
the remaining 40% of such costs and will retain the remaining 50% working 
interest.  Award of the leases is subject to review and approval by the U.S. 
Minerals Management Service.  

ENVIRONMENTAL MATTERS

    FTX and FRP have a history of commitment to environmental responsibility. 
Since the 1940s, long before the general public recognized the importance of 
maintaining environmental quality, FTX has conducted preoperational, bioassay, 
marine ecological and other environmental surveys to ensure the environmental 
compatibility of its operations.  FTX's Environmental Policy commits its 
operations to compliance with applicable laws and regulations. FTX has 
implemented corporate-wide environmental programs that include the activities of
FRP and continues to study methods to reduce discharges and emissions.

    FRP's operations are subject to federal, state and local laws and 
regulations relating to the protection of the environment.  Exploration, mining,
development and production of natural resources and the chemical processing 
operations of IMC-Agrico, like similar operations of other companies, may affect
the environment.  The production of sulphur and phosphate fertilizer involves 
the handling of hazardous or toxic substances, some of which may have the 
potential, if released into the environment in sufficient quantities, to expose 
FRP and IMC-Agrico to significant liability.  For a further discussion of 
environmental matters and the risks associated with such matters, see 
"Cautionary Statement - Environmental Matters" below.  

RELATIONSHIP BETWEEN THE COMPANY AND THE FTX GROUP

Management and Ownership

    FTX and FMRP serve as the managing general partners of the Company and the 
directors and officers of FTX, together with FRP's officers, perform all FRP 
management functions and carry out the activities of FRP. The officers of FRP 
continue to be employees and officers of FTX and its other subsidiaries but, 
subject to certain exceptions, are employed principally for the operation of 
FRP's business. As of December 31, 1996, FTX and FMRP held partnership interests
that represented an approximate 51.6% interest in the Company. As a result of 
FTX's position as administrative managing general partner and of FTX's ownership
interest, FTX has the ability to control all matters relating to the management 
of the Company, including any determination with respect to the acquisition or 
disposition of Company assets, future issuance of additional debt or other 
securities of the Company and any distributions payable in respect of the 
Company's partnership interests. In addition to such other obligations as it may
assume, FTX 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 holders of partnership
interests.

    Under the terms of FRP's credit facility (the "Credit Facility"), the 
failure by FTX to maintain control of FRP, or the direct or indirect ownership 
of at least 50.1% of the partnership interests in FRP, would allow acceleration 
of the indebtedness thereunder. See "Credit Facility." 

    On February 15, 1997, FRP paid a distribution of 60 cents per publicly held 
unit ($30.0 million) and 24 cents per FTX owned unit ($12.9 million), increasing
the total unpaid distributions due FTX to $431.3 million. The preferential 
rights of the publicly owned FRP units to receive minimum quarterly 
distributions of 60 cents per unit ceased after this distribution.  FRP's 
distributable cash will now be shared ratably by FRP's public unitholders and 
FTX, except that FTX will be entitled to recover its unpaid cash distributions 
on a quarterly basis from one half of any excess of future quarterly 
distributions over 60 cents per unit for all units.  

Credit Facility

    In November 1996, FRP amended the Credit Facility to, among other things, 
increase the borrowing availability, lower the interest rates and extend the 
maturity date.  The Credit Facility now provides $350 million of credit, all of 
which is available to FRP and $150 million of which is available to FTX through 
November 2001.  Under the Credit Facility, FTX is required to maintain at least 
a 50.1% ownership interest in FRP and control of FRP. FRP is not permitted to 
enter into any agreement restricting its ability to make distributions and is 
restricted in its ability to create liens and security interests on its assets. 
To secure the Credit Facility, FTX has pledged its FRP units representing a 
minimum 50.1% ownership in FRP. The Credit Facility places restrictions on, 
among other things, additional borrowings and requires FRP to maintain certain 
minimum working capital levels and specified cash flow to interest coverage 
ratios and not to exceed a specified debt-to-capitalization ratio.

Conflicts of Interest

    The nature of the respective businesses of the Company and FTX and its 
affiliates may give rise to conflicts of interest between the Company and FTX. 
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 the Company, the allocation of general and administrative expenses between 
FTX and the Company and other business dealings between the Company and FTX and 
its affiliates. Except in cases where a different standard may have been 
provided for, FTX 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 holders of 
FRP's partnership interests. In resolving conflicts of interest, FRP's 
partnership agreement permits FTX to consider the relative interest of each 
party to a potential conflict situation which, under certain circumstances, 
could include the interest of FTX and its other affiliates. The extent to which 
this provision is enforceable under Delaware law is not clear.

Services Agreement

    Since January 1, 1996, FM Services Company ("FMS"), a company owned 50% by 
each of FTX and Freeport-McMoRan Copper & Gold Inc. ("FCX"), a former subsidiary
of FTX, has furnished general executive, administrative, financial, accounting, 
legal, environmental, insurance, personnel, engineering, tax, research and 
development, sales and certain other services to FTX pursuant to the terms of an
Services Agreement (the "Services Agreement") in order to enable FTX to perform 
its duties as administrative managing general partner of the Company.  The 
nature and timing of the services provided under the Services Agreement are 
similar to those historically provided directly by FTX to the Company. FRP 
generally reimburses FTX, at FTX's cost, including allocated overhead, for such 
services on a monthly basis, including amounts paid by FTX under the Services 
Agreement and allocated to FRP. Such costs are allocated among FRP, FTX and 
certain of FTX's other affiliates based on direct utilization whenever possible 
and an allocation formula based on a combination of the operating income, 
property, plant and equipment and capital expenditures of FRP, FTX and such 
other affiliates.

CAUTIONARY STATEMENT

    This report includes "forward-looking statements" within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the Securities 
Exchange Act of 1934.  All statements other than statements of historical fact 
included in this report, including, without limitation, the statements under the
headings "Business and Properties," "Market for Registrant's Common Equity and 
Related Stockholder Matters," and "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" regarding FRP's financial 
position and liquidity, distributions, FRP's strategic growth initiatives, 
future capital needs, development and capital expenditures (including the amount
and nature thereof), reserve estimates and additions, production levels, 
business strategies, and other plans and objectives of management of the Company
for future operations and activities, are forward-looking statements.  These 
statements are based on certain assumptions and analyses made by the Company in 
light of its experience and its perception of historical trends, current 
conditions, expected future developments and other factors it believes are 
appropriate under the circumstances.  Such statements are subject to a number of
assumptions, risks and uncertainties, including the risk factors discussed below
and in the Company's other filings with the Securities and Exchange Commission 
(the "SEC"), general economic and business conditions, the business 
opportunities that may be presented to and pursued by the Company, changes in 
laws or regulations and other factors, many of which are beyond the control of 
the Company.  Readers are cautioned that any such statements are not 
guarantees of future performance, and the actual results or developments may 
differ materially from those projected, predicted or assumed in the forward-
looking statements.  All subsequent written and oral forward-looking statements 
attributable to FRP or persons acting on its behalf are expressly qualified in 
their entirety by these cautionary statements.  Important factors that could 
cause actual results to differ materially from anticipated results or 
expectations include, among others:

 .    Fluctuations in the actual or anticipated supply of and demand for 
      fertilizer products that are frequently affected by rapidly changing 
      agricultural conditions
 .    Changes in governmental policies that affect the number of acres planted,
      levels of grain stocks, the mix of crops planted and prevailing crop 
      prices
 .    Fluctuations in the supply of and demand for sulphur, oil and gas
 .    Imprecision in estimating sulphur, phosphate rock and oil and gas reserves
 .    Possible increased environmental costs and liabilities arising from the 
      production, storage and distribution of phosphate fertilizers and 
      chemicals, sulphur, oil and gas
 .    Unanticipated industrial accidents
 .    Plant damage caused by severe weather or natural disasters
 .    Unexpected geological conditions resulting in cave-ins, flooding and 
      rock-bursts and unexpected changes in rock stability conditions
 .    Exchange rate fluctuations
 .    Fluctuations in interest rates
 .    Unanticipated difficulties in obtaining necessary financing
 .    Timing of necessary governmental permits and approvals relating to 
      operations, expansions of operations and financing of operations
 .    Difficulties in reaching agreements, or resolving disputes, with joint 
      venture partners, government officials, suppliers or customers
 .    Other risk factors described from time to time in FRP's filings with 
      the SEC 

    Many of these factors are beyond FRP's ability to control or predict.  
Investors are therefore cautioned not to place undue reliance upon forward-
looking statements.  FRP assumes no obligation to update its forward-looking 
statements, whether as a result of receiving new information, the occurrence of 
future events or otherwise.  A more detailed discussion of certain of the 
foregoing factors follows:

Seasonality and Volatility of Product Markets

    FRP sells its fertilizer products in the domestic and export markets under 
spot market and long-term contract terms.  Agricultural demand for FRP's 
phosphate fertilizers is materially affected by prevailing agricultural 
conditions. Generally, FRP experiences seasonal increases in domestic sales 
prior to the fall and spring planting of crops and diminished sales after the 
spring planting season.  Sales are also influenced by current and projected 
grain inventories and prices, quantities of fertilizers imported to and exported
from North America and various governments' agricultural policies.  Grain 
inventories are directly influenced by highly unpredictable weather patterns and
rapidly changing field conditions (particularly during periods of high 
fertilizer consumption), and by trends in world-wide food consumption. 

    Among the governmental policies that influence the fertilizer markets are 
those directly or indirectly influencing the number of acres planted, the level 
of grain stocks, the mix of crops planted and crop prices.  In the United 
States, the Farm Bill enacted in April of 1996 ends government-guaranteed prices
for corn, other feed grains, cotton, rice and wheat, and provides farmers with 
guaranteed payments that decline over seven years.  The Farm Bill also brought 
an immediate end to planting controls.  FRP has not yet determined whether the 
Farm Bill will have an effect on its operations.  The possibility that the U.S. 
government or any foreign government may remove acres from cultivation through 
subsidies to farmers is an important factor influencing the demand for 
fertilizers.

    All of FRP's major products are commodities, and the markets and prices for 
such products have been volatile historically and may continue to be volatile in
the future.  FRP's operating margins and cash flow are subject to substantial 
fluctuations in response to changes in supply and demand for its products, 
conditions in the domestic and foreign agriculture industry, market 
uncertainties and a variety of additional factors beyond FRP's control.

Competition

    The sulphur, fertilizer and phosphate rock mining industries are highly 
competitive.  Because competition is based largely on price, maintaining low 
production costs is critical to competitiveness. Any increases in FRP's costs
or decreases in its competitors' costs affect FRP's ability to compete 
effectively.  Because the market for FRP's products is global, FRP faces intense
competition from overseas producers, some of which are state supported, 
especially those in North Africa and the former Soviet Union.  Additionally, 
foreign competitors frequently are motivated by non-market factors such as the 
need for hard currency, rather than by normal financial considerations.

Environmental Matters

    FRP's operations include exploration, mining, development and production of 
natural resources, chemical processing, and the extraction, handling, 
production, processing, treatment, storage, transportation and disposal of 
materials and waste products that may be toxic or hazardous.  Consequently, FRP 
is subject to numerous environmental laws and regulations.  FRP has incurred and
will continue to incur, significant capital expenditures and operating costs 
based on these laws and regulations.  Continued governmental and public emphasis
on environmental issues may result in increased capital expenditures and 
operating costs in the future, although the impact of future laws and 
regulations or future changes to existing laws and regulations cannot be 
predicted or quantified.

    Federal legislation (sometimes referred to as "Superfund" legislation) 
imposes liability, without regard to fault, for clean-up of certain waste sites,
even though waste management activities at the site may have been performed in
compliance with regulations applicable at the time.  Under the Superfund 
legislation, one responsible party may be required to bear more than its 
proportional share of clean-up costs if payments cannot be obtained from other 
responsible parties.   In addition, federal and state regulatory programs and 
legislation mandate clean-up of certain wastes at operating sites.  Governmental
authorities have the power to enforce compliance with these regulations and 
permits, and violators are subject to civil and criminal penalties, including 
fines, injunctions or both.  Third parties also have the right to pursue legal 
actions to enforce compliance.  Liability under these laws can be significant 
and unpredictable.

    FRP has received notices from governmental agencies that it is one of many 
potentially responsible parties at certain sites under relevant federal and 
state environmental laws.  Some of these sites involve significant cleanup 
costs. The ultimate settlement  of liability for the clean-up of such sites 
usually occurs many years after the receipt of notices identifying potentially 
responsible parties because of the many complex, technical and financial issues 
associated with site clean-up.  FRP cannot predict its potential liability for 
the clean-up costs that it may incur in the future.

Operating Hazards

    FRP's offshore sulphur mining and oil production operations, and its marine 
transportation operations, are subject to marine perils, including collisions, 
fire, explosions, hurricanes and other adverse weather conditions.  FRP's mining
operations are also subject to risks such as unexpected geological conditions 
resulting in cave-ins, flooding and rock-bursts and unexpected changes in rock 
stability conditions.  FRP's oil exploration and production activities are
subject to risks including blowouts, cratering and fires, each of which could 
result in personal injury to personnel or damage to property and the 
environment.

    FRP's operations may be subject to significant interruption, and FRP may be 
subject to significant liability due to industrial accidents occurring at one or
more of its plants, or drilling or mining operations, or severe weather or
natural disaster damage to any one or more of its plants, or drilling or mining 
operations.

    FRP has in place programs to minimize the risks associated with its 
businesses. In addition, it has the benefit of certain liability, property 
damage, business interruption and other insurance coverage in types and amounts 
that it considers reasonable and believes to be customary in FRP's business. 
This insurance provides protection against loss from some, but not all, 
potential liabilities normally incident to the ordinary conduct of FRP's 
business, including coverage for certain types of damages associated with 
environmental and other liabilities that arise from sudden, unexpected and 
unforeseen events, with such coverage limits as management deems prudent.  
Through FTX and IMC-Agrico, property insurance is maintained to cover some, but 
not all of the risks of physical damage to tangible property of FRP as well 
as the corresponding cost of business interruption.

Foreign Sales

    A significant portion of FRP's revenues come from sales outside of the 
United States.  FRP's foreign sales are subject to numerous risks including 
changes in currency and exchange controls, the availability of foreign exchange,
laws, regulatory policies and actions affecting foreign trade and government 
subsidies, tariffs and quotas. 

Item 3.  Legal Proceedings.

    FRP is involved from time to time in various legal proceedings of a 
character normally incident to its businesses.  FRP 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 FRP.  FRP,
through FTX 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 deems prudent.

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

    Not applicable.  

<PAGE>
                              PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters. 

    The information set forth under the captions "FRP Units" and "Cash 
Distributions/Preferential Rights of Public Unitholders" on the inside back 
cover of FRP's 1996 Annual Report to unitholders is incorporated herein by 
reference.  As of March 14, 1997, there were 12,887 record holders of FRP Units.

Item 6.  Selected Financial Data.

    The information set forth under the caption "Selected Financial and 
Operating Data" on page 11 of FRP's 1996 Annual Report to unitholders is 
incorporated herein by reference.  

    FRP's ratio of earnings to fixed charges for each of the years 1992 through 
1996 inclusive, was 1.0x, a shortfall of $233.5 million, 3.2x, 5.5x and 5.7x, 
respectively.  For purposes of this calculation, earnings are considered income 
from continuing operations before fixed charges. Fixed charges are interest and 
that portion of rent deemed representative of interest.

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

    The information set forth under the caption "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" on pages 12 through 
17 of FRP's 1996 Annual Report to unitholders is incorporated herein by 
reference.  

Item 8.  Financial Statements and Supplementary Data.  

    The financial statements of FRP, the notes thereto and the report thereon of
Arthur Andersen LLP appearing on pages 18 through 27 and the report of 
management appearing on page 18 of FRP's 1996 Annual Report to unitholders are 
incorporated herein by reference.  

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

    Not applicable.  


                             PART III

Item 10.  Directors and Executive Officers of the Registrant.

    As a limited partnership FRP has no directors.  FTX and FMRP, as the 
managing general partners of FRP, perform comparable functions for FRP.  The 
executive officers of FRP are appointed by FTX, and these officers, together 
with certain executive officers and directors of FTX, perform all management 
functions of FRP.  The executive officers of FRP are employees of FTX or FMS.  
These FRP executive officers, together with the directors and executive officers
of FTX who perform management functions on behalf of FRP, are collectively 
referred to as the "Executive Officers" in this Report.

<PAGE>
Executive Officers

    The following table shows, as of March 14, 1997, the names, ages, positions 
    with FRP, FTX and FMRP and principal occupations of the Executive Officers: 

  
     Name               Age       Positions and Principal Occupations

Richard C. Adkerson     50       Director and Vice Chairman of the Board of FTX.

Michael J. Arnold       44       Senior Vice President of FRP.  Senior Vice 
                                  President of FTX.

Thomas J. Egan          52       Senior Vice President of FTX.

W. Russell King         47        Senior Vice President of FTX.

Rene L. Latiolais       54       President and Chief Executive Officer of FRP. 
                                 Director, President and Chief Executive Officer
                                 of FTX.  Director, Chairman of the Board and
                                 President of FMRP.

James R. Moffett        58        Director and Chairman of the Board of FTX.

Robert M. Wohleber      46        Senior Vice President of FRP.  Senior Vice 
                                  President of FTX.  Director of FMRP. 

    Richard C. Adkerson has served as Vice Chairman of the Board and a Director 
of FTX since August 1995. Mr. Adkerson is Executive Vice President of FCX.  He 
is Co-Chairman of the Board, Chief Executive Officer and a Director of McMoRan 
Oil & Gas Co. ("MOXY").  In addition, he is Chairman of the Board, Chief 
Executive Officer and a Director of FM Properties Inc. ("FMPO"). From 1992 to 
August 1995, Mr. Adkerson was Senior Vice President of FTX.

    Michael J. Arnold has served as Senior Vice President of FRP and FTX since 
November 1996.  Mr. Arnold is also a Senior Vice President of FCX.  From May 
1993 to November 1996, Mr. Arnold was Vice President and Controller-Operations 
of FTX and was a Vice President of FTX from October 1991 to May 1993.  From July
1994 to November 1996, Mr. Arnold was Vice President and Controller-Operations 
of FCX. 

    Thomas J. Egan has served as Senior Vice President of FTX since November 
1993.  From November 1987 to November 1993, Mr. Egan was Vice President of FTX. 
Mr. Egan is also a Senior Vice President of FCX.    

    W. Russell King has served as Senior Vice President of FTX since November 
1993.  From October 1984 to November 1993, Mr. King was Vice President of FTX. 
Mr. King is also a Senior Vice President of FCX.

    Rene L. Latiolais has served as President and Chief Executive Officer of the
Company since June 1988.  Mr. Latiolais has served as President and Chief 
Executive Officer of FTX since August 1995 and as a Director of FTX since August
1993.  Mr. Latiolais was Chief Operating Officer of FTX until 1995 and Executive
Vice President of FTX until 1993.  Mr. Latiolais is Vice Chairman of the Board 
and a Director of FCX. 

    James R. Moffett has served as Chairman of the Board of FTX since May 1992 
and as a Director of FTX and its predecessors since 1969.  Mr. Moffett is 
Chairman of the Board, Chief Executive Officer and a Director of FCX.  Mr. 
Moffett is Co-Chairman of the Board and a Director of MOXY.

    Robert M. Wohleber has served as Senior Vice President of FRP and FTX since 
November 1996.  From June 1994 to November 1996, Mr. Wohleber was Vice President
of FTX.  He served as Vice President and Treasurer of FTX from May 1992 to June 
1994 and served as Treasurer of FTX from May 1989 to May 1992.  Mr. Wohleber has
also been a Vice President of FCX since July 1994.  He served as Vice President 
and Treasurer of FCX from July 1993 to June 1994.  He served as Treasurer of FCX
from August 1990 to June 1993.

Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Securities Exchange Act of 1934 requires directors, 
executive officers, the principal financial and accounting officers and 
beneficial owners of more than 10% of a company's equity securities to file 
certain beneficial ownership reports with the SEC.  In November 1996 Messrs. 
Arnold and Wohleber became executive officers of FRP but inadvertently filed 
their respective initial beneficial ownership reports late. 

Item 11.  Executive Compensation.

    FRP does not employ any Executive Officers and no compensation was provided 
by FRP to any Executive Officer for services rendered in any capacity in 1996. 
The services of Executive Officers of FRP are provided to FRP by FTX as provided
in the FRP partnership agreement, for which FRP reimburses FTX at its cost, 
including allocated overhead.  All Executive Officers are employees of FTX or 
FMS, are compensated by FTX or FMS, and are eligible to participate in FTX or 
FMS benefit plans and programs.  The total costs to FTX and FMS for Executive 
Officers, including costs of such plans and programs, are allocated to FRP, to 
the extent practicable, in proportion to the time spent by Executive Officers on
FRP affairs.  Reference is made to the information set forth under Part 1, Items
1 and 2 "Business and Properties - Relationship between the Company and the FTX 
Group" above and to the information set forth in Note 5 to the FRP Financial 
Statements.

    The following table sets forth certain information regarding the 
compensation that FTX paid to its chief executive officer and each of its four 
most highly compensated executive officers (with respect to salary and bonus 
only) other than the chief executive officer (collectively, the "Named Executive
Officers").  During 1996, the Named Executive Officers also provided services to
and received compensation from FCX.

                         Summary Compensation Table
                                                 Long-Term Compensation  
                      Annual Compensation       -----------------------
                -------------------------------     
                                         Other       Awards    Payouts      
Name and                                 Annual     Securities         All Other
Principal                                Compensa-  Underlying   LTIP  Compensa-
Position         Year  Salary   Bonus    tion(1)   Options/SARS Payouts tion(2)
                                
James R. Moffett1996 $180,556  $1,025,000 $ 60,464(3)  330,000 $614,151 $19,333
Chairman of the 1995  1,250,000  2,480,664  499,822(3)     -   730,988  100,308 
Board           1994  1,250,000  3,149,900  538,418(3)     -   566,500   83,553 
                                
Rene L. Latiolais1996    630,000  1,955,000  137,951(4) 385,000 245,651  44,543 
President and Chief1995  700,000  2,167,953   69,305(4)    -   292,388   50,825 
Executive Officer 1994   700,000  2,263,900   85,464(4)    -   226,600   44,303 

Richard C. Adkerson1996  102,273     567,000    3,811   90,000 122,826 13,320(6)
Vice Chairman of   1995  500,000     950,340   89,617(5)   -  146,194  39,346(6)
the Board          1994  500,000   1,476,500    8,914  110,100 113,300 31,830(6)

Charles W. Goodyear(7)1996 350,000   689,000   3,301   220,000 122,826  17,500  
Executive Vice     1995    500,000 1,077,493   3,494       -   146,194  25,000  
President          1994    500,000 1,476,500   6,113   110,100 113,300  23,250  

W. Russell King    1996    150,000   162,500   5,546    4,000   36,850  8,207
Senior Vice        1995    300,000   300,000  11,092      -     43,860 16,416 
President          1994    300,000   268,200   9,757  107,600   50,985 13,457  



(1)  In addition to items disclosed in notes 3, 4 and 5, includes FTX's payments
     of taxes in connection with certain benefits FTX provided to each Named 
     Executive Officer in the following respective amounts for 1996, 1995 and 
     1994:  Mr. Moffett, $6,552, $40,422 and $38,398; Mr. Latiolais, $39,121, 
     $26,496 and $23,402; Mr. Adkerson, $3,811 $32,909 and $8,914; Mr. Goodyear,
     $3,301, $3,494 and $6,113; and Mr. King, $5,546, $11,092 and $9,757.  Does 
     not include perquisites that FTX provided to each Named Executive Officer 
     unless the aggregate amount in any year exceeded $50,000.

(2)  Comprised of FTX's contributions to defined contribution plans, FTX's 
     premium  payments for universal life insurance policies and director fees 
     as follows:
                                                           Life 
                                           Plan         Insurance  Director
               Name              Year   Contributions    Premiums   Fees      
  Mr. Moffett . . . . . . . . .  1996  $  9,027       $  4,306     $6,000
                                 1995     62,500         29,808     8,000
                                 1994     60,766         15,787     7,000
  Mr. Latiolais. . . . . . . . . 1996     31,500          7,043     6,000
                                 1995     35,000          7,825     8,000
                                 1994     33,273          5,030     6,000
  Mr. Adkerson . . . . . . . . . 1996      5,114            483     6,000
                                 1995     25,000          2,646     4,000
                                 1994     23,250          1,180         -      
  Mr. Goodyear . . . . . . . . . 1996     17,500              -         -       
                                 1995     25,000              -         -       
                                 1994     23,250              -         -       
  Mr. King . . . . . . . . . . . 1996      7,500            707         -      
                                 1995     15,000          1,416         -      
                                 1994     13,258            199         -      


(3)  Includes $53,912, $459,400 and $500,020 of perquisites that FTX provided to
     Mr. Moffett in 1996, 1995 and 1994, respectively, consisting of (a) 
     $270,000 of principal payments of a non-interest bearing loan to Mr.
     Moffett from FTX that were forgiven in 1995 and 1994, (b) $62,606 and 
     $80,793 of imputed interest in 1995 and 1994, respectively, on such loan, 
     (c) $40,000 of matching gifts under the matching gifts program during
     each year, (d) $2,745 in 1996 and $19,000 in each of 1995 and 1994 for 
     financial counseling and tax return preparation and certification services,
     and (e) $11,167, $67,794 and $90,227 of additional income recognized
     for federal income tax purposes by Mr. Moffett for use of FTX's aircraft in
     1996, 1995 and 1994, respectively.

(4)  Includes $98,830, $42,809 and $62,062 of perquisites that FTX provided to 
     Mr. Latiolais in 1996, 1995 and 1994, respectively, consisting of (a) 
     $3,675, $2,549 and $4,849 of matching gifts under the matching gifts
     program during 1996, 1995 and 1994, respectively, (b) $19,587, $20,000 and 
     $20,360 for financial counseling and tax return preparation and 
     certification services in 1996, 1995 and 1994, respectively, and (c) 
     $75,568, $20,260 and $36,853 of additional income recognized for federal 
     income tax purposes by Mr. Latiolais for his use of FTX's aircraft in 1996,
     1995 and 1994, respectively.

(5)  Includes $56,708 of perquisites that FTX provided to Mr. Adkerson in 1995 
     consisting of (a) $26,300 of matching gifts under the matching gifts 
     program, (b) $4,717 for financial counseling and tax return preparation
     and certification services and (c) $25,691 of additional income recognized 
     for federal income tax purposes by Mr. Adkerson for his use of FTX's 
     aircraft.

(6)  Includes $1,723, $7,700 and $7,400 of scholarships that FTX provided in 
     1996, 1995 and 1994,  respectively, for the benefit of Mr. Adkerson's son.

(7)  Effective as of January 1, 1997, Mr. Goodyear resigned from FTX and FRP and
     pursuant to an agreement, he forfeited two-thirds of the stock options that
     FTX granted to him in 1996 and will receive $8,333 per month
     over a three-year period.  See "Item 13. Certain Relationships and Related 
     Transactions." 
                       ____________________ 

     The following table sets forth information with respect to all stock 
options and SARs that FTX granted to each of the Named Executive Officers in 
1996.
                                
                    Option/SAR Grants in 1996
                            
                                
                          
                                
                              Percent of
                Number of        Total
                Securities    Options/SARs
                Underlying    Granted to     Exercise                 Grant Date
                Options/SARs   Employees     or Base      Expiration    Present
Name            Granted(1)       1996         Price          Date       Value(2)
                                
James R. Moffett       330,000   30.37%    $34.81    May 14, 2006    $5,375,700
Rene L. Latiolais      385,000   35.43%    $34.81    May 14, 2006     6,271,650
Richard C. Adkerson     90,000    8.28%    $34.81    May 14, 2006     1,466,100
Charles W. Goodyear(3) 220,000   20.25%    $34.81    May 14, 2006     3,583,800
W. Russell King          4,000    0.37%    $36.56    Apr. 30, 2006       69,000
                                

(1)    The stock options granted to Messrs. Moffett, Latiolais, Adkerson and 
       Goodyear will become exercisable over a five-year period and the stock 
       options granted to Mr. King will become exercisable over a four-year 
       vesting period.  The stock options will become immediately exercisable in
       their entirety if (a) any persons or group of persons acquires
       beneficial ownership of shares representing 20% or more of FTX's total 
       voting power or (b) under certain circumstances, the composition of the 
       Board of Directors is changed after a tender offer, exchange offer, 
       merger, consolidation, sale of assets or contested election or any 
       combination thereof. Each stock option has an equal number
       of tandem "limited rights," which may be exercisable only for a limited 
       period in the event of a tender offer, exchange offer, a series of 
       purchases or other acquisitions or any combination thereof resulting in a
       person or group of persons becoming a beneficial owner of shares 
       representing 40% or more of FTX's total voting power. Each limited right
       entitles the holder to receive cash equal to the amount by which the 
       highest price paid in such transaction exceeds the exercise price.

(2)    The Black-Scholes option pricing model was used to determine the grant 
       date present value of the stock options granted by FTX to the Named 
       Executive Officers. Under the Black-Scholes option pricing model, 
       the grant date present value of each stock option and SAR referred to in 
       the table was calculated to be $17.25 on April 30, 1996 and $16.29 on May
       14, 1996.  The following facts and assumptions were used in making such 
       calculations: (a) an unadjusted exercise price for each such stock option
       as set forth under the column labeled "Exercise or Base Price;"
       (b) a fair market value of $36.5625 and $34.8125 for one share of Common 
       Stock on April 30, 1996 and May 14,
       1996, respectively; (c) dividend yields of 0.98% and 1.03%, respectively,
       derived from dividing (i) $0.36, which is the value of the dividend 
       currently being paid on one share of Common Stock, by (ii) the fair 
       market value of one share of Common Stock on the dates of grant; (d) a 
       term for such stock options as set forth under the column labeled
       "Expiration Date;" (e) a stock volatility of 27.5%, based on an analysis 
       of weekly closing stock prices of the Common Stock over a 36-week period;
       and (f) an assumed risk-free interest rate of 6.61%, such rate being 
       equivalent to the yield on the dates of grant on a treasury note with a 
       maturity date comparable to the expiration of such stock option.
       No other discounts or restrictions related to vesting or the likelihood 
       of vesting of stock options were applied. The resulting grant date 
       present value for each stock option was multiplied by the total number of
       stock options granted to each of the Named Executive Officers to 
       determine their total grant date present values.

(3)    Effective as of January 1, 1997, Mr. Goodyear resigned from FTX and FRP 
       and pursuant to an agreement, he forfeited two-thirds of the stock 
       options that FTX granted to him in 1996 and will receive $8,333 per month
       over a three-year period.  See "Item 13. Certain Relationships and 
       Related Transactions." 
                      _______________________

     The following table sets forth information with respect to any exercises of
     FTX stock options and SARs in 1996 by each of the Named Executive Officers 
     and all outstanding FTX stock options and SARs held by each of the Named
     Executive Officers as of December 31, 1996.

              Aggregate Option/SAR Exercises in 1996
            and Option/SAR Values at December 31, 1996
                                                                    Value of
                                      Number of Securities        Unexercised
                                    Underlying Unexercised      In-the-Money
                    Shares             Options/SARs at         Options/SARs at
                   Acquired           December 31, 1996        December 31, 1996
                   on        Value       Exercisable/             Exercisable/
     Name          Exercise  Realized    Unexercisable            Unexercisable
James R. Moffett         -  $        -  34,094/330,000       $  423,502/  -   
Rene L. Latiolais   90,661   1,934,636  78,298/390,649          992,021/76,653
Richard C. Adkerson 84,988   1,629,958  18,607/103,780          234,426/174,221
Charles W. Goodyear  4,675     290,732  85,252/233,780        1,172,080/174,221
W. Russell King          -           -  11,824/ 16,794          152,648/161,133

     The following table sets forth information with respect to all long-term 
incentive plan awards made in 1996 by FTX to each of the Named Executive 
Officers.

             Long-Term Incentive Plans Awards in 1996

                    Number of    Performance
                     Shares,       or Other                     
                      Units      Period Until       Estimated Future
                     or Other     Maturation       Payouts Under Non-Stock
         Name        Rights(1)    or Payout          Price-Based Plans(2)     
James R. Moffett      20,000      12/31/99                $442,400          
Rene L. Latiolais     35,000      12/31/99                 774,200          
Richard C. Adkerson    7,000      12/31/99                 154,840          
Charles W. Goodyear   13,000      12/31/99                 287,560          
W. Russell King        5,500      12/31/99                 121,660          
                        

(1)  Represents the number of performance units covered by FTX's performance 
     award granted in 1996 under FTX's 1992 Long-Term Performance Incentive Plan
     (the "Long-Term Plan"). As of December 31 of each year, each Named 
     Executive Officer's performance award account will be credited with an 
     amount equal to the "annual earnings per share" or "net loss per share" (as
     defined in the Long-Term Plan) for that year multiplied by the number of 
     performance units then credited to such performance award account. Annual
     earnings per share or net loss per share includes the net income or net 
     loss of each majority-owned subsidiary of FTX that is attributable to 
     equity interests that are not owned by FTX. The Corporate Personnel 
     Committee may, however, in its discretion, prior to crediting the Named 
     Executive Officers' performance award accounts with respect to a 
     particular year, reduce or eliminate the amount of the annual earnings per 
     share that otherwise would be credited to any performance award account for
     such year. The balance in such performance award account is generally 
     paid as soon as practicable after December 31 of the year in which the 
     third anniversary of the award occurs.

(2)  The amounts represent the annual earnings per share for 1996, as determined
     by FTX's Corporate Personnel Committee, applied over a four-year period.
                                                  

Retirement Benefit Program

     FTX's retirement benefit program was amended effective July 1, 1996, to 
     incorporate a "cash-balance plan" design.  Under the amended program, 
     each participant, including the Named Executive Officers, is entitled to 
     benefits based upon the sum of his starting account balance, annual benefit
     credits and annual interest credits allocated to his "account."  The 
     starting account balance is equal to the value of the participant's accrued
     benefit as of June 30, 1996, under the prior plan.  The annual benefit 
     credit consists of two parts:  (1) 4% of the participant's earnings for the
     year in excess of the social security wage base for the year; and (2) a 
     percentage of the participant's total earnings for the year.  
     The percentage of total earnings is determined as follows:

          15%, if as of January 1, 1997, the participant's age plus service 
          totaled 65 or more, he was at least 50 years old and had at least 10 
          years of service; 10%, if as of January 1, 1997, the participant's 
          age plus service totaled 55 or more, he had at least 10 years of 
          service, and he did not meet the requirements for a 15% allocation;
          7%, if as of January 1, 1997, the participant's age plus service 
          totaled 45 or more, he had at least 5 years of service, and he did 
          not meet the requirements for a greater allocation;
          4%, if the participant did not meet the requirements for a greater 
          allocation.

The annual interest credit is equal to the account balance at the end of the 
prior year multiplied by the annual yield on 10-year U.S. Treasury securities on
the last day of the preceding year.  For the first half-year of the cash-balance
plan design, ending December 31, 1996, the annual benefit credits were based on 
compensation for the second half of the year, and the interest credit was 2.79% 
(equal to half the annual yield rate of 5.58%).  Interest credits stop at the 
end of the year in which the participant reaches age 60.  Upon retirement a 
participant's account balance is payable either in a lump sum or an annuity, 
as selected by the participant.  A participant's "earnings" are comprised of 
annual base salary (see "Salary" in the Summary Compensation Table above), plus 
a percentage of certain bonuses (See "Bonus" in the Summary Compensation Table 
above), which percentage is the lesser of 50% or the percentage of the bonus not
deferred.  Years of service include not only years with FTX but also any years 
with FTX's predecessors.

     Benefits payable to a participant under FTX's retirement benefit program 
are no longer determined primarily by such individual's final average 
compensation and years of service.  However, if a participant's age plus service
equaled 65 or more as of January 1, 1997, and as of that date the participant 
had both attained age 50 and had at least 10 years of service, the 
participant is "grandfathered" into a benefit of no less than the benefit under 
the former retirement benefit formula based on years of service and final 
average earnings.

     The following is the estimated annual retirement benefit, payable as an 
annuity for life, of each of the Named Executive Officers assuming retirement at
age 60, and allowing for reasonable annual increases in earnings until
retirement:  Mr. Moffett, $1,204,481; Mr. Adkerson, $197,292; Mr. Latiolais, 
$1,283,955; and Mr. King, $262,110. Mr. King participates in the retirement 
benefit program of FMS.   Mr. Goodyear resigned effective January 1, 1997
and his estimated annual benefit under the retirement benefit program, if the 
benefit is paid as an annuity for life commencing at age 60, is $115,229. 

Compensation Committee Interlocks and Insider Participation

     As a limited partnership, FRP has neither a board of directors nor a 
compensation committee.  FTX has a Corporate Personnel Committee composed of 
four independent directors, none of whom is an officer or employee of FTX,
FRP or any of their respective subsidiaries.  The current members of FTX's 
Corporate Personnel Committee are Robert W. Bruce III, William B. Harrison, Jr.,
George Putnam and J. Taylor Wharton.  No Executive Officer served in 1996 as
a director or member of the compensation committee of another entity, one of 
whose executive officers served as a director of FTX or on FTX's Corporate 
Personnel Committee.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.  

     The following table contains certain information concerning the beneficial 
ownership of FRP units as of December 31, 1996 by each person known by FRP to be
the beneficial owner of more than 5% of any class of FRP equity security, 
determined in accordance with Rule 13d-3 of the SEC and based on information 
furnished to FRP by each such person.  Unless otherwise indicated, the 
securities shown are held with sole voting and investment power.

                                          Number of
                                          FRP Units            Percent
                                        Beneficially             of
Name and Address of Beneficial Owner       Owned                Class

Freeport-McMoRan Inc.                     52,284,950(1)          51.6%
1615 Poydras Street
New Orleans, Louisiana 70112    
                                                                  
Vanguard/Windsor Fund, Inc.                7,810,700(2)           7.6%
Post Office Box 2600
Valley Forge, Pennsylvania 19482-2600
                                                      
Wellington Management Company, LLP         7,810,700(3)           7.6%
75 State Street
Boston, Massachusetts  02109
                                                     

                                   

(1) Consists of 135,034 FRP Depositary Units and 52,149,916 FRP Unit 
    Equivalents.

(2)  Based on the Schedule 13G dated February 7, 1997 that Vanguard/Windsor 
     Fund, Inc. filed with the SEC.  Vanguard/Windsor Fund, Inc. has sole 
     voting power and shared investment power as to all 7,810,700 units,
     consisting solely of FRP Depositary Units.

(3)  Based on the Schedule 13G dated January 24, 1997 that Wellington Management
     Company, LLP filed with the SEC.  Wellington Management Company, LLP has 
     shared investment power only as to all 7,810,700 Units.
                                                   


     The following table contains information concerning the beneficial 
ownership of  shares of FTX common stock ("FTX Shares") and FRP Depositary Units
as of December 31, 1996 by (a) each Named Executive Officer and (b) all
Executive Officers as a group, determined in accordance with Rule 13d-3 of the 
SEC and based upon information furnished to FRP by each such person.  Unless 
otherwise indicated, the securities shown are held with sole voting and
investment power.

          
                                 Number of FTX Shares       Number of FRP Units
Name of Beneficial Owner         Beneficially Owned(1)(2)  Beneficially Owned(1)
Richard C. Adkerson                    23,726(3)(4)                   -
Charles W. Goodyear                    68,459(3)(5)                   -
W. Russell King                        18,645                       990
Rene L. Latiolais                     122,886(3)                    707(6)
James R. Moffett                      280,298(3)(7)              39,600(7)
All Executive Officers
  as a group (7 persons)              477,999(8)                 41,297(8)
                 

(1)  With the exception of Mr. Moffett (who beneficially owns 1.2% of the 
     outstanding FTX Shares), each individual holds less than 1% of the 
     outstanding FTX Shares and FRP Units, respectively.

(2)  Includes shares that could be acquired within sixty days after December 31,
     1996, upon the exercise of options granted pursuant to FTX's stock option 
     plans, as follows: Mr. Adkerson, 12,862 shares; Mr. Goodyear,
     67,729 shares; Mr. King, 7,508 shares; Mr. Latiolais, 64,771 shares; Mr. 
     Moffett, 22,729 shares; all Executive Officers as a group, 138,670 shares.

(3)  Includes shares held by the trustee under FTX's Employee Capital 
     Accumulation Program for the benefit of such individuals, as follows: Mr. 
     Adkerson, 838 shares; Mr. Goodyear, 720 shares; Mr. Latiolais, 3,009
     shares; Mr. Moffett, 4,318 shares; all Executive Officers as a group, 8,218
     shares.

(4)  Includes 149 shares held in a retirement trust for the benefit of Mr. 
     Adkerson.

(5)  Includes 10 shares held in a retirement trust for the benefit of Mr. 
     Goodyear.

(6)  Includes 573 FRP Units held for the benefit of Mr. Latiolais under the FRP 
     Reinvestment Plan.

(7)  Includes 26,624 FTX Shares and 39,600 FRP Units held for the benefit of 
     trusts with respect to which Mr Moffett, as a co-trustee, shares voting and
     investment power but as to which he disclaims beneficial ownership.

(8)  Represents approximately 2.0% of the FTX Shares and less than 1% of the 
     outstanding FRP Units.

                                                   


Item 13.  Certain Relationships and Related Transactions.   

     Upon his resignation from FTX, FCX, MOXY, FRP, FMS  and FM Properties Inc. 
     (collectively, the "Freeport Entities") as of January 1, 1997, Mr. Goodyear
     forfeited two-thirds of the stock options that the Freeport Entities 
     granted to him in 1996.  The stock options that FTX granted to Mr. Goodyear
     in 1996 are shown in the table entitled "Option/SAR Grants in 1996" under "
     Item 11. Executive Compensation."  In consideration for such forfeiture, 
     Mr. Goodyear is entitled to receive $8,333 per month from the Freeport 
     Entities starting on January 1, 1997 and continuing through December 1,
     1999.  Such payments may be discontinued or accelerated under certain 
     circumstances if the consulting arrangement with
     FMS described below is terminated.  

     In December 1996, FMS entered into an agreement with Goodyear Capital 
     Corporation ("GCC"),  a corporation of which Mr. Goodyear is President and 
     the sole stockholder, under which GCC has agreed to provide consulting 
     services relating to the financial aspects of the businesses, operations 
     and prospects of FMS and its corporate affiliates, including
     FTX, FRP and FCX, from January 1, 1997 through December 31, 1999.  Under 
     the agreement, GCC will receive an annual consulting fee of $1,400,000, 
     reimbursement of reasonable out-of-pocket expenses incurred in connection 
     with providing such services, certain perquisites, and incentive 
     bonuses, in amounts to be determined, for providing material assistance 
     to any of the Freeport Entities on any major transactions that may be 
     successfully consummated.   In 1996, Mr. Goodyear received $15,674 as 
     reimbursement for certain fees incurred in connection with the negotiation 
     of this agreement. 

     Reference is made to the information set forth in "Items 1 and 2. Business 
    and Properties - Relationship between the Company and the FTX Group" above, 
    to the information set forth in "Item 11. Executive Compensation"
    above and to the information set forth in Note 5 to the FRP Financial 
    Statements.   


                              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 on page F-1
    hereof.

(a)(2).  Financial Statement Schedules.

    Reference is made to the Index to Financial Statements 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 last quarter of the period covered by this report, FRP filed a 
    report on Form 8-K dated December 20, 1996 reporting an event under item 
    5 thereof.  No financial statements were filed.

                            SIGNATURES


         Pursuant to the requirements of Section 13 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, on March 28, 1997.

                                      FREEPORT-McMoRan RESOURCE
                                     PARTNERS, LIMITED PARTNERSHIP

                                  By:  FREEPORT-McMoRan INC.,
                                       Its Administrative Managing
                                       General Partner

                             By:             /s/ James R. Moffett 
                                               James R. Moffett
                                            Chairman of the Board

    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 indicated on March 28, 1997.

Signature
                       President and Chief Executive Officer of Freeport-McMoRan
                       Resource Partners, Limited Partnership, and Director of 
        *              Freeport-McMoRan Inc.
Rene L. Latiolais      (Principal Executive Officer)
                    
                    Senior Vice President of Freeport-McMoRan Resource Partners,
        *           Limited Partnership (Principal Financial Officer)      
Robert M. Wohleber

                       Vice President and Controller of Freeport-McMoRan
        *              Resources Partners, Limited Partnership (Principal    
Nancy D. Bonner        Accounting Officer)


        *                                                  
Richard C. Adkerson    Director of Freeport-McMoRan Inc.


        *                                                  
Robert W. Bruce III    Director of Freeport-McMoRan Inc.


        *                                                  
Robert A. Day          Director of Freeport-McMoRan Inc.



        *                                                  
William B. Harrison,
  Jr.                  Director of Freeport-McMoRan Inc.


        *
Henry A. Kissinger     Director of Freeport-McMoRan Inc.


        *                                                  
Bobby Lee Lackey       Director of Freeport-McMoRan Inc.


        *                                                 
Gabrielle K. McDonald  Director of Freeport-McMoRan Inc.


/s/ James R. Moffett                             
James R. Moffett       Director and Chairman of the Board of Freeport-McMoRan 
                          Inc.


        *                                                  
George Putnam          Director of Freeport-McMoRan Inc.


        *                                                  
B. M. Rankin, Jr.      Director of Freeport-McMoRan Inc.


        *                                                  
J. Taylor Wharton      Director of Freeport-McMoRan Inc.



*By:/s/ James R. Moffett                               
     James R. Moffett
     Attorney-in-Fact

INDEX TO FINANCIAL STATEMENTS



     The financial statements of FRP, the notes thereto, and the
report thereon of Arthur Andersen LLP, appearing on pages 18 through
27, inclusive, of FRP's 1996 Annual Report to unitholders are
incorporated by reference.



     The financial statement schedules listed below should be read in
conjunction with such financial statements contained in FRP's 1996
Annual Report to unitholders.

                                                            Page
                                                         ---------
Report of Independent Public Accountants                      F-1
III-Condensed Financial Information of Registrant             F-2
VIII-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.





               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We have audited, in accordance with generally accepted auditing
standards, the financial statements as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996
included in Freeport-McMoRan Resource Partners, Limited Partnership's
annual report to unitholders incorporated by reference in this Form
10-K, and have issued our report thereon dated January 21, 1997.  Our
audits were 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 Company'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.
These schedules have been subjected to the auditing procedures applied
in the audits 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



       FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                            BALANCE SHEETS



                                         December 31,
                                     -----------------------
                                        1996          1995
                                     ----------    ----------
                                         (In Thousands)
ASSETS
Current assets
Cash and cash equivalents            $    6,372    $    6,021
Accounts receivable:
  Customers                              21,323        23,666
  Other                                  23,606        16,680
Inventories:
  Products                               21,859        22,221
  Materials and supplies                  8,214         9,542
Prepaid expenses and other                3,003         2,545
                                     ----------    ----------
  Total current assets                   84,377        80,675
Property, plant and equipment-net       498,830       533,100
Investment in IMC-Agrico                399,603       428,922
Other assets                             26,814        40,169
                                     ----------    ----------
Total assets                         $1,009,624    $1,082,866
                                     ==========    ==========

LIABILITIESANDPARTNERS'CAPITAL
Accounts payable and accrued
 liabilities                         $   80,748    $   56,539
Long-term debt, less current portion    350,000       371,140
Reclamation and mine shutdown
 reserves                                53,848        76,857
Accrued postretirement benefits
 and other liabilities                  165,380       173,864
Partners' capital                       359,648       404,466
                                     ----------    ----------
Total liabilities and partners'
 capital                             $1,009,624    $1,082,866
                                     ==========    ==========



The footnotes contained in FRP's 1996 Annual Report to unitholders are
an integral part of these statements.



       FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                         STATEMENTS OF INCOME



                                          Years Ended December 31,
                                     -------------------------------------
                                        1996          1995          1994
                                     ----------    ----------    ----------

                                               (In Thousands)
Revenues                             $  175,950    $  202,498    $  111,185
Cost of sales:
Production and delivery                 119,052       119,239        61,211
Depreciation and amortization            36,203        42,142        38,825
                                     ----------    ----------    ----------
  Total cost of sales                   155,255       161,381       100,036
Exploration expenses                      2,485             -             -
General and administrative expenses      35,509        50,492        28,949
                                     ----------    ----------    ----------
  Total costs and expenses              193,249       211,873       128,985
                                     ----------    ----------    ----------
Operating loss                          (17,299)       (9,375)    (17,800)
Interest expense, net                   (31,752)      (30,138)    (32,297)
Equity in earnings of IMC-Agrico        226,002       201,704       136,671
Other income (expense), net                 350          (783)      (2,608)
                                     ----------    ----------    ----------
Net income                           $  177,301    $  161,408    $   83,966
                                     ==========    ==========    ==========



The footnotes contained in FRP's 1996 Annual Report to unitholders are
an integral part of these statements.







       FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                       STATEMENTS OF CASH FLOW



                                         Years Ended December 31,
                                     -----------------------------------
                                        1996          1995          1994
                                     ----------    ----------    ----------
                                                 (In Thousands)
Cash flow from operating activities:
Net income                           $  177,301    $  161,408    $   83,966 
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
  Depreciation and amortization          36,203        42,142        38,825 
  Equity in earnings of IMC-Agrico     (226,002)     (201,704)    (136,671)
  Cash distributions received from
   IMC-Agrico                           263,083       219,515       233,617 
  (Increase) decrease in working
   capital, net of effect of
   acquisitions:
  Accounts receivable                      (843)     (16,875)       (2,311)
  Inventories                             1,690         5,353         7,058 
  Prepaid expenses and other               (456)       (2,272)          -
  Accounts payable and accrued
   liabilities                            6,180        29,590          (389)
  Reclamation and mine shutdown
   expenditures                          (5,253)       (2,065)       (5,270)
  Other                                   6,958         8,478        11,551
                                     ----------    ----------    ----------
Net cash provided by operating
 activities                             258,861       243,570       230,376 
                                     ----------    ----------    ----------
Cash flow from investing activities:
Capital expenditures                     (9,440)      (13,331)      (11,231)
Investment in IMC-Agrico                 (7,641)       (46,200)          -
Sale of assets                            4,000           375        36,919 
Other                                         -         1,531           530 
                                     ----------    ----------    ----------
Net cash provided by (used in)
 investing activities                   (13,081)       (57,625)     26,218 
                                     ----------    ----------    ----------
Cash flow from financing activities:
Distributions to partners              (222,119)      (202,541)    (127,368)
Proceeds from (repayment of)
 debt, net                             (171,141)       16,269      (270,900)
Purchase of partnership units                 -        (2,061)     (1,342)
Proceeds from sale of 7% Senior
 Notes                                  147,831             -             -
Proceeds from sale of 8 3/4% Senior
 Subordinated Notes                           -             -       146,125 
                                     ----------    ----------    ----------
Net cash used in financing
 activities                            (245,429)     (188,333)     (253,485)
                                     ----------    ----------    ----------
Net increase (decrease) in cash
 and cash equivalents                       351        (2,388)        3,109 
Cash and cash equivalents at
 beginning of year                        6,021         8,409         5,300 
                                     ----------    ----------    ----------
Cash and cash equivalents at
 end of year                         $    6,372    $    6,021    $    8,409 
                                     ==========    ==========    ==========

The footnotes contained in FRP's 1996 Annual Report to unitholders are
an integral part of these statements.



       FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

          SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

         for the years ended December 31, 1996, 1995 and 1994



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
----------      ----------    ----------    ----------    ----------   ---------
                               (In Thousands)
Reserves and allowances deducted from asset accounts:

Reclamation and mine shutdown reserves:
1996:
  Sulphur      $   71,954    $    3,920    $        -    $  (28,217)a  $ 47,657
  Fertilizer       35,931        10,137             -        (3,781)     42,287
  Oil & Gas         4,903         1,288             -             -       6,191
               ----------    ----------    ----------    ----------  ----------
               $  112,788    $   15,345    $        -    $  (31,998)b  $96,135
               ==========    ==========    ==========    ==========   ==========
1995:
  Sulphur      $   55,105    $    2,643    $        -    $   14,206 c $ 71,954
  Fertilizer       37,683         2,785             -        (4,537)     35,931
  Oil & Gas         3,657         1,257             -           (11)      4,903
               ----------    ----------    ----------    ----------   ----------
               $   96,445    $    6,685    $        -    $   9,658b $ 112,788
               ==========    ==========    ==========    ==========  ==========
1994:
  Sulphur      $   57,287    $    1,041    $        -    $   (3,223)   $ 55,105 
  Fertilizer       38,437         2,310             -        (3,064)     37,683 
  Oil & Gas         1,609         2,385             -          (337)      3,657 
               ----------    ----------    ----------    ----------   ----------
               $   97,333    $    5,736    $        -    $   (6,624)b  $96,445 
               ==========    ==========    ==========    ==========   ========

a.   Includes a reclassification to short-term payables of $17.1
million.

b.   Includes expenditures of $11.3 million in 1996, $10.5 million in
1995 and $11.2 million in 1994.

c.   Includes $15.2 million of liabilities assumed in connection with
the acquisition of the sulphur assets of Pennzoil Co. (see Note 7 to
the Financial Statements).





    Freeport-McMoRan Resource Partners, Limited Partnership

                           Exhibit Index


 Exhibit
Number
                                 
                                 
                                                                  


3.1       Amended and Restated Agreement of Limited Partnership of FRP dated as 
          of May 29, 1987 (the "FRP Partnership Agreement") among FTX, Freeport 
          Phosphate Rock Company and Geysers Geothermal Company, as general 
          partners, and Freeport Minerals Company ("FMC"), as general partner 
          and attorney-in-fact for the limited partners, of FRP.  Incorporated 
          by reference to Exhibit B to the Prospectus dated May 29, 1987 
          included in FRP's Registration Statement on Form S-1, as amended, 
          as initially filed with the Commission on May 29, 1987
          (Registration No. 33-13513).



3.2    Amendment to the FRP Partnership Agreement dated as of December 16, 1988
       effected by FMC, as Administrative Managing General Partner, and FTX, as
       General Partner of FRP.  Incorporated by reference to Exhibit 3.2 to the 
       Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 
       1994.



3.3      Amendment to the FRP Partnership Agreement dated as of March 29, 1990 
         effected by FMC, as Administrative Managing General Partner, and FTX, 
         as Managing General Partner, of FRP.  Incorporated by reference to 
         Exhibit 19.2 to the Quarterly  Report on Form 10-Q of FRP for the 
         quarter ended March 31, 1990 (the "FRP 1990 First Quarter Form 10-Q").



3.4       Amendment to the FRP Partnership Agreement dated as of April 6, 1990 
          effected by FTX, as Administrative Managing General Partner of FRP.  
          Incorporated by reference to Exhibit 19.3 to the FRP 1990 First 
          Quarter Form 10-Q.



3.5       Amendment to the FRP Partnership Agreement dated as of January 27, 
          1992 between FTX, as Administrative Managing General Partner, and FMRP
          , as Managing General Partner, of FRP.  Incorporated by reference to 
          Exhibit 3.3 to the Annual Report on Form 10-K of FRP for the fiscal 
          year ended December 31, 1991 (the "FRP 1991 Form 10-K").



3.6      Amendment to the FRP Partnership Agreement dated as of October 14, 1992
         between FTX, as Administrative Managing General partner, and FMRP, as
         Managing General Partner, of FRP.  Incorporated by reference to Exhibit
         3.4 to the Annual Report on Form 10-K of FRP for the fiscal year ended 
         December 31, 1992 (the "FRP 1992 Form 10-K").



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



3.8       Certificate of Amendment to the FRP Partnership Certificate dated as 
          of January 12, 1989.  Incorporated by reference to Exhibit 3.6 to the 
          Annual Report on Form 10-K for the fiscal year ended December 31, 1993
          (the "FRP 1993 Form 10-K").



3.9       Certificate of Amendment to the FRP Partnership Certificate dated as 
          of December 29, 1989.  Incorporated by reference to Exhibit 19.1 to 
          the FRP 1990 First Quarter Form 10-Q.



3.10      Certificate of Amendment to the FRP Partnership Certificate dated as 
          of April 12, 1990.  Incorporated by reference to Exhibit 19.4 to the 
          FRP 1990 First Quarter Form 10-Q.



4.1       Deposit Agreement dated as of June 27, 1986 (the "Deposit Agreement") 
          among FRP, The Chase Manhattan Bank, N.A. ("Chase") and Freeport 
          Minerals Company ("Freeport Minerals"), as attorney-in-fact of those 
          limited partners and assignees holding depositary receipts for units 
          of limited partnership interest in FRP ("Depositary Receipts").  
          Incorporated by reference to Exhibit 28.4 to the Current
          Report on Form 8-K of FTX dated July 11, 1986.



4.2       Resignation dated December 26, 1991 of Chase as Depositary under the 
          Deposit Agreement and appointment dated December 27, 1991 of Mellon 
          Bank, N.A. ("Mellon") as successor Depositary, effective January 1, 
          1992.  Incorporated by reference to Exhibit 4.5 to the FRP  1991 Form 
          10-K.



4.3       Service Agreement dated as of January 1, 1992 between FRP and Mellon 
          pursuant to which Mellon serves as Depositary under the Deposit 
          Agreement and Custodian under the Custodial Agreement.  Incorporated 
          by reference to Exhibit 4.6 to the FRP 1991 Form 10-K.



4.4       Amendment to the Deposit Agreement dated as of November 18, 1992 
          between FRP and Mellon.  Incorporated by reference to Exhibit 4.4 to 
          the FRP 1992 Form 10-K.



4.5       Form of Depositary Receipt.  Incorporated by reference to Exhibit 4.5 
          to the FRP 1992 Form 10-K.



4.6       Custodial Agreement regarding the FRP Depositary unit Reinvestment 
          Plan among FTX, FRP and Chase, effective as of April 1, 1987 (the 
          "Custodial Agreement"). Incorporated by reference to Exhibit 19.1 to 
          the Quarterly Report on Form 10-Q of FRP for the quarter ended June 
          30, 1987.



4.7       FRP Depositary Unit Reinvestment Plan.  Incorporated by reference to 
          Exhibit 4.4 to the FRP 1991 Form 10-K.



4.8       Second Amended and Restated Credit Agreement dated as of November 14, 
          1996 (the "FTX/FRP Credit Agreement") among FTX, FRP, the various 
          financial institutions that are parties thereto (the "Banks"), The 
          Chase Manhattan Bank (successor by merger to Chemical Bank) and The 
          Chase Manhattan Bank (National Association), as Administrative Agent, 
          FRP Collateral Agent, FTX Collateral Agent and Documentary Agent. 



4.9       Subordinated Indenture as of October 26, 1990 (the "Subordinated 
          Indenture") between FRP and Manufacturers Hanover Trust Company 
          ("MHTC") as Trustee. 
          Incorporated by reference to Exhibit 4.11 to the FRP 1993 Form 10-K.



4.10      First Supplemental Indenture dated as of February 15, 1994 between FRP
          and Chemical Bank, as Successor to MHTC, as Trustee, 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.  Incorporated by reference to Exhibit
          4.12 to the FRP 1993 Form 10-K.



4.11      Form of Senior Indenture (the "Senior Indenture") from FRP to Chemical
          Bank, as Trustee.  Incorporated by reference to Exhibit 4.1 to the 
          Current Report on Form 8-K of FRP dated February 13, 1996.



4.12      Form of Supplemental Indenture dated February 14, 1996 from FRP to 
          Chemical Bank, as Trustee, to the Senior Indenture providing for the 
          issuance of
          $150,000,000 aggregate principal amount of 7% Senior Notes due 2008. 
          Incorporated by reference to Exhibit 4.1 to the Current Report on Form
          8-K dated February 16, 1996 of FRP.



10.1      Contribution Agreement dated as of April 5, 1993 between FRP and IGL 
          (the "FRP-IGL Contribution Agreement").  Incorporated by reference to 
          Exhibit 2.1 to the Current Report on Form 8-K of FRP dated July 15, 
          1993 (the "FRP July 15,1993 Form 8-K").



10.2      First Amendment dated as of July 1, 1993 to the FRP-IGL Contribution 
          Agreement. Incorporated by reference to Exhibit 2.2 to the FRP July 
          15, 1993 Form 8-K.



10.3      Amended and Restated Partnership Agreement dated as of May 26, 1995 
          among IMC-Agrico GP Company, Agrico, Limited Partnership and IMC-
          Agrico MP Inc. Incorporated by reference to Exhibit 10.3 to the Annual
          Report on Form 10-K of FRP for the fiscal year ended December 31, 1995
          (the "FRP 1995 Form 10-K").  



10.4      Amendment and Agreement dated as of January 23, 1996 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.  Incorporated by reference to Exhibit 10.1 to the Current 
          Report on Form 8-K dated February 13,1996 of FRP.



10.5      Amended and Restated Parent Agreement dated as of May 26, 1995 among 
          IMC Global Operations, Inc., FRP, FTX and IMC-Agrico.  Incorporated by
          reference to
          Exhibit 10.5 to the FRP 1995 Form 10-K.



10.6      Asset Purchase Agreement dated as of October 22, 1994 between FRP and 
          Pennzoil Company (the "Asset Purchase Agreement").  Incorporated by 
          reference to Exhibit 2.1 to the Current Report on Form 8-K of FRP 
          dated January 18, 1995 (the "FRP
          January 18, 1995 8-K").



10.7      Amendment No. 1 dated as of January 3, 1995 to the Asset Purchase 
          Agreement. Incorporated by reference to Exhibit 2.2 to the FRP January
          18, 1995 8-K.



10.8      Exploration Agreement effective July 1, 1996 between McMoRan Oil & Gas
          Co.  ("MOXY") and the Company.  Incorporated by reference to Exhibit 
          10.1 to Quarterly Report on Form 10-Q of MOXY for the quarter ended 
          June 30, 1996.



10.9      Letter Agreement dated February 28, 1997 between MOXY and the Company
          Incorporated by reference to Exhibit 10.11 to the Annual Report on 
          Form 10-K of
          MOXY for the fiscal year ended December 31, 1996.



12.1      FRP Computation of Ratio of Earnings to Fixed Charges.



13.1      Those portions of the 1996 Annual Report to unitholders of FRP that 
          are incorporated herein by reference.



21.1      Subsidiaries of FRP.



23.1      Consent of Arthur Andersen LLP dated March 28, 1997.



23.2      Consent of Ernst & Young LLP dated March 28, 1997.



24.1      Powers of Attorney pursuant to which this report has been signed on 
          behalf of certain directors of FTX.



27.1      FRP Financial Data Schedule.



99.1      Report of Ernst & Young LLP