SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form 10-K

      [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended December 31, 1995
                                      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:

                                                      Name of Each Exchange on
      Title of Each Class                                  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.   X
                             -----

      The  aggregate  market value  of  the  Depositary  Units  held  by  non-
affiliates of the registrant  was  approximately  $1,096,975,000  on  March 8,
1996.

                     DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant's Annual Report to unit holders for the  year
ended December 31, 1995 are incorporated by reference into Parts II and IV  of
this report.
_______________________________________________________________________________
                              
                              TABLE OF CONTENTS

                                                                          Page

Part I.......................................................................1
      Items 1 and 2. Business and Properties.................................1
              Overview.......................................................1
              Agricultural Minerals..........................................1
                Fertilizer Business-IMC-Agrico Company.......................2
                Phosphate Rock...............................................2
                Phosphate Fertilizers........................................2
                Animal Feed Ingredients......................................3
                Marketing....................................................3
              Sulphur Business...............................................4
                Production...................................................4
                Marketing....................................................5
              Oil............................................................5
              General........................................................5
                Competition..................................................5
                Operating Hazards............................................5
                Environmental Matters........................................6
              Relationship Between the Company and the FTX Group.............6
                Management and Ownership.....................................6
                Credit Arrangements..........................................7
                Conflicts of Interest........................................7
                Administrative Services Agreement............................8
      Item 3.   Legal Proceedings............................................8
      Item 4.   Submission of Matters to a Vote of Security Holders..........8

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

Part III.....................................................................9
      Item 10.  Directors and Executive Officers of the Registrant...........9
      Item 11.  Executive Compensation......................................10
      Item 12.  Security Ownership of Certain Beneficial Owners and 
                Management..................................................10
      Item 13.  Certain Relationships and Related Transactions..............12

Part IV.....................................................................12
      Item 14.  Exhibits, Financial Statement Schedules and Reports on  
      Form 8-K..............................................................12

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

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

Exhibit Index..............................................................E-1


          
                                    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 world's
largest  and  one  of  the  world's  lowest   cost  producers,  marketers  and
distributors of phosphate fertilizers, 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
and 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
materials 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 competitive advantage 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  reached full design capacity of 5,500 long tons  per  day  in
December 1993 and  has  since  operated  at  or above design level.  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, 1995, the Main Pass and Culberson mines were
estimated  to  contain  proved  and  probable sulphur reserves  totaling  55.2
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 12,400 barrels per day (6,000 barrels net  to  FRP)  during  the
year  ended  December  31,  1995.   As  of  December  31,  1995, Main Pass was
estimated to contain 15.9 million barrels (6.6 million barrels  net to FRP) of
proved oil reserves.

      FRP  continues  to  benefit  from  significant improvements in phosphate
fertilizer markets that began in late 1993 and continue into 1996.  FRP's 1995
average realization for its principal fertilizer product, diammonium phosphate
("DAP"), increased approximately 55% to approximately  $175 per short ton from
the 1993 average of approximately $113 per short ton.  In late March 1996, the
spot market price for DAP as quoted in industry publications was approximately
$200 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,  1995,  FTX  and  FMRP  held  partnership units representing  an
approximate 51.5% interest in FRP, with the remaining  interest being publicly
owned and traded on the New York Stock Exchange.  The public  unitholders  are
entitled,  through  the  fourth  quarter of 1996, to receive minimum quarterly
distributions prior to any distribution  on  the partnership units held by FTX
and FMRP.  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 reduced
production  costs  by permitting 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 that vary from  year  to year until the fiscal year ending June
30, 1998.  As a result of an agreement  reached in January 1996, FRP's Current
Interest was increased by 0.85% effective  March 1, 1996, and on July 1, 1996,
FRP's Capital Interest will also be increased by 0.85%. FRP's Current Interest
and its Capital Interest as adjusted to give effect to the increases described
above, are as follows:
        
        Fiscal Year                   Current Interest       Capital Interest
        Ending June 30                   As Adjusted            As Adjusted
        ______________                ________________       ________________

        1996 . . . . . . . . . .          53.95%               43.60%
        1997 . . . . . . . . . .          54.35%               43.05%
        1998 and thereafter. . .          41.45%               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 the policy  committee.
The  policy committee  has  the  sole  authority  to  make  certain  decisions
affecting IMC-Agrico, including the authorization of certain expansion capital
expenditures,    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  who  maintains
responsibility  for  the operation of IMC-Agrico, subject to the terms of  the
partnership agreement  governing  IMC-Agrico  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  foreign distributors, 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  27  million tons per year and
currently  accounts  for approximately 50% of domestic phosphate  rock  mining
capacity  and  19%  of  the  western  world's  capacity.  IMC-Agrico  produced
approximately 25 million tons of phosphate rock during the year ended December
31, 1995.

      As of December 31, 1995, FRP's share of IMC-Agrico's proved and probable
phosphate rock reserves were  approximately  186.4 million short tons that are
mineable from existing operations, plus an additional 183.8 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 either owned by IMC-Agrico  or  controlled  by it
through long-term lease or royalty arrangements.

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 plant, located in Nichols, Florida, 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 plant,  located at Uncle Sam, Louisiana, 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 plant, located in Taft,
Louisiana, produces DAP and MAP. As market conditions  dictate,  operations at
Taft are suspended by IMC-Agrico to avoid building excessive inventories.

      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  32% of U.S. production capacity and  11%  of  world
capacity. IMC-Agrico operated at approximately 97% of P2O5 capacity in 1995 as
compared to 93% in 1994.

      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 1995, IMC-Agrico produced approximately 7.6
million tons of granulated  phosphates,  as  compared  to  7.1 million tons in
1994.

Animal Feed Ingredients

      In  October  1995,  IMC-Agrico  acquired  the  animal  feed  ingredients
business  of  Mallinckrodt  Group  Inc.  for  $110 million cash. Prior to  the
acquisition, this business was IMC-Agrico's largest  P2O5  customer, consuming
nearly  300,000  tons  per  year (approximately 7% of IMC-Agrico's  capacity).
FRP's portion of the purchase  price  was  $46.2  million  and  was  funded by
borrowings  under  the  Credit Facility. See "Relationship Between the Company
and the FTX Group-Credit Arrangements."

      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  newly  acquired business is one of the world's  largest
producers of phosphate-based animal feed ingredients and enhances 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 1995, approximately 40% of IMC-Agrico's phosphate fertilizer shipments were
sold in the domestic market. Approximately 60% of IMC-Agrico's phosphate  rock
production was used in 1995 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  Chemical  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.

      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.

      In conducting business  abroad,  IMC-Agrico  is subject to the customary
risks  encountered in foreign operations, including changes  in  currency  and
exchange  controls,  the  availability of foreign exchange, laws, policies and
actions affecting foreign trade and government subsidies, tariffs and quotas.

      All of the Company'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. The Company'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 the
Company's control.


SULPHUR BUSINESS

      FRP's sulphur operations include the mining,  purchase,  transportation,
terminalling  and  sale of sulphur. In January 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  reached  full  design  capacity of 5,500 long tons per day in
December 1993 and has since operated at or  above  design capacity. During the
year  ended  December 31, 1995, production averaged approximately  6,000  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, 1995, the Main Pass  deposit  was
estimated to contain  proved  and  probable  sulphur  reserves  totaling  68.1
million long tons (39.7 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, 1995, production at
the Culberson mine averaged approximately  2,500  long  tons  per  day. FRP is
implementing strategies to strengthen operating efficiencies at the  Culberson
mine to further reduce costs. As of December 31, 1995, the Culberson mine  was
estimated  to  contain  proved  and  probable  sulphur  reserves totaling 15.5
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 its 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  storing,  handling  and  shipping
facilities  are located. At both Port Sulphur and Galveston, sulphur purchased
from others or  transported  for  others  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 30% of domestic
and 8% of world elemental  sulphur  production  in 1995. 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.  During  the  year  ended  December  31, 1995, sales to  domestic
phosphate   fertilizer   producers,   including  IMC-Agrico,   accounted   for
approximately 65% of FRP's total sulphur  sales.  A  small number of companies
account for a large portion of total United States sulphur consumption.


OIL

      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  12,400  barrels per day (6,000 barrels per
day net to FRP) during the year ended December  31,  1995.  As of December 31,
1995, FRP estimated that the remaining proved recoverable oil reserves at Main
Pass were approximately 15.9 million barrels (6.6 million barrels net to FRP).
FRP currently does not intend to pursue oil operations that are not related to
Main Pass.


GENERAL

Competition

      The sulphur, fertilizer and phosphate rock mining industries  are highly
competitive. All of the Company's products are commodities and the markets for
such products can be volatile. Because competition is based largely on  price,
maintaining  low  production  costs  is  critical  to competitiveness. In this
global business, IMC-Agrico faces stiff competition  from  overseas producers,
most of which are state supported, especially those in North  Africa  and  the
former   Soviet   Union.  Additionally,  foreign  competitors  are  frequently
motivated by non-market  factors  such  as  the need for hard currency. In the
United  States,  IMC-Agrico  competes  against a  number  of  major  phosphate
fertilizer  producers,  including  large cooperatives.  FRP  competes  in  the
sulphur business with a number of domestic  marketers of recovered sulphur and
with Canadian, Mexican and Venezualan imports.

Operating Hazards

      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. See "Environmental Matters."

      FRP's  offshore  sulphur mining and oil production operations,  and  its
marine transportation operations,  are  subject  to  marine  perils, including
hurricanes and other adverse weather conditions. FRP's mining  operations  are
also  subject  to  the  usual risks encountered in the Frasch mining industry,
including fires, underground subsidence and blowouts. FRP's oil activities are
subject  to  all  of  the risks  normally  incident  to  the  development  and
production of oil, including  blowouts,  cratering  and  fires,  each of which
could  result  in  injury  to  personnel  and/or  damage  to property and  the
environment.

      The Company 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  the
Company's business. This insurance provides protection against loss from some,
but not all, potential liabilities  normally  incident to the ordinary conduct
of the Company'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, the Company also maintains a property  insurance
program that covers  some,  but  not  all  of  the risks of physical damage to
tangible property of the Company as well as the corresponding cost of business
interruption.

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. Moreover, such operations involve the
extraction,   handling,   production,    processing,    treatment,    storage,
transportation  and  disposal  of  materials  and  waste  products that, under
certain  conditions,  may  be  toxic  or  hazardous  and  are regulated  under
environmental  laws. Although significant capital expenditures  and  operating
costs have been  and will continue to be incurred based on these requirements,
FRP does not believe  these expenditures and costs have had a material adverse
effect  on  its  business.   Continued   government  and  public  emphasis  on
environmental  issues  can  be  expected  to  result   in   increased  capital
expenditures and operating costs in the future. However, the  impact of future
laws  and  regulations  or of future changes to existing laws and  regulations
cannot be predicted or quantified.

      Federal legislation  (sometimes  referred  to  as  "Superfund")  imposes
liability,  without regard to fault, for cleanup of certain waste sites,  even
though such waste  management activities may have been performed in compliance
with regulations applicable  at the time. Under the Superfund legislation, one
party may be required to bear  more  than  its  proportional  share of cleanup
costs  at  a site where it has responsibility pursuant to the legislation,  if
payments cannot  be obtained from other responsible parties. Other legislation
mandates cleanup of  certain  wastes  at  operating  sites.  States  also have
regulatory programs that can mandate waste cleanup. Liability under these laws
can be significant and involves inherent uncertainties.

      The Company 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; however,  at  each  of  these  sites other large companies with
equal  or larger proportionate shares are among  the  potentially  responsible
parties.  The  ultimate settlement for such sites usually occurs several years
subsequent to the  receipt  of  notices  identifying  potentially  responsible
parties  because of the many complex technical and financial issues associated
with site  cleanup.  FRP believes that the aggregate costs involved with these
potential liabilities  at  sites for which notification has been received will
not exceed amounts accrued and  expects  that  any  resulting  costs  would be
incurred over a period of years.


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, 1995,  FTX  and  FMRP  held  partnership
interests that represented an approximate 51.5% interest in the Company.  As a
result   of  being  the  administrative  managing  general  partner  and  this
ownership,  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 Arrangements."

      Publicly owned FRP units  have cumulative preferential rights to receive
minimum quarterly distributions of  60 cents per unit through the distribution
to be made with respect to the quarter  ending  December  31,  1996 before any
distributions  may  be  made  to  FTX.  On  February  15,  1996,  FRP  paid  a
distribution  of  62.5  cents per publicly held unit ($31.3 million) and 67.35
cents per FTX owned unit  ($35.9  million),  which  reduced  the  total unpaid
distribution  due  FTX  by $2.6 million to $379.9 million. After December  31,
1996, FTX will recover this  unpaid distribution on a quarterly basis from one
half of any excess of future quarterly  distributions  over  60 cents per unit
for all units.

Credit Arrangements

      On June 30, 1995, FTX and FRP entered into the Credit Facility, which is
structured as a five-year revolving line of credit maturing on  June 30, 2000.
In  February  1996,  FRP  sold  $150 million of its 7% senior notes due  2008.
Following the sale of notes in February  1996,  the committed amount under the
Credit Facility was reduced to $300 million, all  of which is available to FRP
and $75 million of which is available to FTX. As of March 8, 1996, $50 million
was outstanding and $250 million was available under the Credit Facility.

      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 and FRP has granted a security
interest in its interest in IMC-Agrico and  the  Main  Pass  oil reserves. 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.

      FRP  has minimized amounts outstanding  under  the  Credit  Facility  by
borrowing excess  funds  from  FTX. As of December 31, 1995, $24.7 million was
outstanding under this arrangement.  Interest  is  charged  based  on interest
rates under the Credit Facility.

      In February 1994, IMC-Agrico entered into a $75 million revolving credit
facility  with  a  group  of banks (the "IMC-Agrico Facility"). The IMC-Agrico
Facility, which has a letter  of  credit  subfacility  for  up to $25 million,
provides for a three-year maturity with IMC-Agrico having the right to request
one-year  extensions of the revolving period. As of December 31,  1995,  there
were no borrowings outstanding under the IMC-Agrico Facility. Borrowings under
the IMC-Agrico Facility are unsecured, with a negative pledge on substantially
all of IMC-Agrico's  assets. The IMC-Agrico Facility has minimum net partners'
capital and fixed charge  coverage  requirements and a current ratio test, and
places limitations on the incurrence  of  additional  debt.  It also prohibits
changes,  without  bank  approval,  to  the  IMC-Agrico partnership  agreement
relating to distributions.

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.

Administrative Services Agreement

      Since January 1, 1996,  FM Services Company ("FMS"), a company owned 50%
by  each  of  FTX and FCX, 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 Administrative 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 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.

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, 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.


                                   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"  on the inside back  cover  of  FRP's  1995  Annual  Report  to
unitholders is incorporated  herein  by reference.  As of March 8, 1996, there
were 13,756 record holders of FRP Units.


Item 6.  Selected Financial Data.

      The information set forth under  the  caption  "Selected  Financial  and
Operating  Data"  on  page  10  of  FRP's 1995 Annual Report to unitholders is
incorporated herein by reference.

      FRP's ratio of earnings to fixed  charges  for  each  of  the years 1991
through  1995  inclusive, was 4.4x, 1.0x, a shortfall of $233.5 million,  3.2x
and 5.5x, 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 11 through
16  of FRP's 1995 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 17 through 27 and the report
of management appearing on page 17 of FRP's 1995 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.  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.

      The following  table  shows,  as  of  March  8,  1996,  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    49           Director and Vice Chairman of the Board of
                                    FTX.

Thomas J. Egan         51           Senior Vice President of FTX.

Charles W. Goodyear    38           Senior   Vice   President  -  Finance  and
                                    Accounting and Chief  Financial Officer of
                                    FRP.   Executive  Vice President  of  FTX.
                                    Director of FMRP.

W. Russell King        46           Senior Vice President of FTX.

Rene L. Latiolais      53           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       57           Director and Chairman of the Board of FTX.

      All  of  the  Executive  Officers  have  served  FTX  or  FRP in various
executive capacities for at least the last five years.

Based upon a review of (i) Forms 3 and 4 and amendments thereto filed pursuant
to  Section  16(a) of the Securities Exchange Act of 1934 ("Section  16")  and
furnished to FRP  during  1995  by  persons  subject to Section 16 at any time
during 1995 with respect to securities of FRP  ("FRP  Section  16  Insiders"),
(ii)  Forms  5  and amendments thereto with respect to 1995 filed pursuant  to
Section 16 and furnished  to FRP by FRP Section 16 Insiders, and (iii) written
representations from certain  FRP  Section  16  Insiders,  no  FRP  Section 16
Insider failed to file altogether or timely any reports required by Section 16
with respect to the securities of FRP.

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  1995.   The  President and Chief Executive  Officer  of  FRP  is  Rene  L.
Latiolais, and the  four most highly compensated Executive Officers other than
Mr. Latiolais in 1995  were  Richard  H.  Block,  Robert B. Foster, Charles W.
Goodyear,  and  James  R.  Moffett.   The determination  of  the  most  highly
compensated Executive Officers was made  by  reference to the salary and bonus
of each Executive Officer allocated to FRP for 1995.

      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,  are  compensated exclusively by FTX, and are eligible to participate  in
FTX benefit  plans  and  programs.   The  total  costs  to  FTX  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 6 to the FRP Financial
Statements.

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, 1995 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 Securities and
Exchange Commission (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
                                             Partnership Units        Percent
Name and Address of Beneficial Owner           Beneficially              of
____________________________________              Owned                Class
                                                  _____                _____

Freeport-McMoRan Inc.                        52,284,950(a)             51.0%
1615 Poydras Street                    
New Orleans, Louisiana 70112

Vanguard/Windsor Fund, Inc.                   6,085,800(b)              5.9%
Post Office Box 2600                   
Valley Forge, Pennsylvania 19482-2600


__________________________

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

(b)   Vanguard/Windsor  Fund, Inc. has sole voting power and shared investment
      power as to all 6,085,800  Partnership  Units,  consisting solely of FRP
      Depositary Units.

                          _____________________________


      The  following  table  contains  information concerning  the  beneficial
ownership  of  FRP  Depositary Units and shares  of  FTX  common  stock  ("FTX
Shares") as of December  31,  1995  by  (a)  each Executive Officer identified
under Item 11, "Executive Compensation," 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                  Number of
                                   FRP Depositary               FTX Shares
    Name of Beneficial                 Units                   Beneficially
          Owner                     Beneficially               Owned(a)(b)
                                      Owned(a)
-----------------------           ----------------             ------------
Richard H. Block                          2,184                   31,255

Robert B. Foster                             41                   30,162

Charles W. Goodyear                           0                   58,504(c)

Rene L. Latiolais                           707(d)                78,904

James R. Moffett                         39,600(e)               306,714(e)


All Executive
  Officers as a group
  (9 persons)                            45,791(f)               626,561(f)


_________________________

(a)   With the exception  of  Mr.  Moffett,  who beneficially owns 1.1% of the
      outstanding FTX Shares, each of the individuals  referred  to holds less
      than  1%  of  the  outstanding  FRP  Depositary  Units  and  FTX Shares,
      respectively.

(b)   Includes FTX Shares held by a trustee for the benefit of such individual
      under the Employee Capital Accumulation Program of FTX, as follows:  Mr.
      Block,  2,420  FTX Shares; Mr. Foster, 252 FTX Shares; Mr. Goodyear, 605
      FTX Shares; Mr.  Latiolais,  2,850  FTX  Shares;  Mr. Moffett, 4,213 FTX
      Shares;  all  Executive  Officers as a group, 18,726 FTX  Shares.   Also
      includes FTX Shares that could be acquired within 60 days after December
      31, 1995 upon the exercise  of  options granted pursuant to the employee
      stock option plans of FTX, as follows: Mr. Block, 28,835 FTX Shares; Mr.
      Foster, 29,910 Shares; Mr. Goodyear,  57,889  FTX Shares; Mr. Latiolais,
      47,726  FTX  Shares;  all  Executive Officers as a  group,  264,977  FTX
      Shares.

(c)   Includes 10 FTX Shares held in a retirement trust for the benefit of Mr.
      Goodyear.

(d)   Includes 573 FRP Depositary  Units held for the benefit of Mr. Latiolais
      by the custodian under FRP's Depositary Unit Reinvestment Plan.

(e)   Includes 39,600 FRP Depositary  Units and 32,124 FTX Shares held for the
      benefit of a trust with respect to  which  Mr. Moffett, as a co-trustee,
      shares  voting  and  investment  power  but  as to  which  he  disclaims
      beneficial ownership.

(f)   See notes (b) through (e) above.  Includes 149  FTX  Shares  held  in  a
      retirement  trust for the benefit of one of the Executive Officers.  The
      total number  of FRP Depositary Units and FTX Shares represent less than
      1% of the outstanding FRP Depositary Units and approximately 2.2% of the
      outstanding FTX Shares, respectively.

                         ____________________________

Item 13.  Certain Relationships and Related Transactions.

      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 6 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 November 14, 1995 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, 1996.

                              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 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, 1996.

Signature
_________


             *                            President    and   Chief   Executive
_____________________________             Officer of Freeport-McMoRan Resource
     Rene L. Latiolais                    Partners,  Limited  Partnership, and
                                          Director of Freeport-McMoRan Inc.
                                          (Principal Executive Officer)

             *                            Senior   Vice  President  and  Chief
_____________________________             Financial   Officer   of   Freeport-
    Charles W. Goodyear                   McMoRan  Resource  Partners, Limited
                                          Partnership   (Principal   Financial
                                          Officer)


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


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



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



             *                            Director of Freeport-McMoRan Inc.
____________________________
     Thomas B. Coleman

             

             *                            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



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



             *                            Director 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.
____________________________                     
     Ward W. Woods, Jr.


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 17
through 27, inclusive, of FRP's 1995 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 1995 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,
1995 and 1994 and for each of the three years in the period ended
December 31, 1995 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 23, 1996.  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 23, 1996


<PAGE>                                 F-1


     FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

  SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                         BALANCE SHEETS

                                         December 31,
                                   ------------------------
                                      1995          1994
                                   ----------    ----------
                                        (In Thousands)
ASSETS
Current assets
Cash and short-term investments    $    6,021    $    8,409
Accounts receivable:
  Customers                            23,666         9,359
  Other                                16,680        12,134
Inventories:
  Products                             22,221        25,443
  Materials and supplies                9,542         6,150
Prepaid expenses and other              2,545           273
                                   ----------    ----------
  Total current assets                 80,675        61,768
Property, plant and equipment-net     533,100       506,590
Investment in IMC-Agrico              428,922       397,937
Other assets                           40,169        43,256
                                   ----------    ----------
Total assets                       $1,082,866    $1,009,551
                                   ==========    ==========

LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued
 liabilities                       $   56,539    $   29,877
Long-term debt, less current
 portion                              371,140       355,000
Reclamation and mine shutdown
 reserves                              76,857        58,762
Accrued postretirement benefits
 and other liabilities                173,864       118,252
Partners' capital                     404,466       447,660
                                   ----------    ----------
Total liabilities and
 partners' capital                 $1,082,866    $1,009,551
                                   ==========    ==========

The footnotes contained in FRP's 1995 Annual Report to
unitholders are an integral part of these statements.

<PAGE>                                    F-2


     FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

  SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                    STATEMENTS OF OPERATIONS

                                          Years Ended December 31,
                                   --------------------------------------
                                      1995          1994          1993
                                   ----------    ----------    ----------
                                               (In Thousands)
Revenues                           $  202,498    $  111,185    $  424,717
Cost of sales:
Production and delivery               119,239        61,211       344,944
Depreciation and amortization          42,142        38,825        81,521
                                   ----------    ----------    ----------
  Total cost of sales                 161,381       100,036       426,465
Exploration expenses                        -             -         3,092
Provision for restructuring
 charges                                    -             -        33,947
Loss on valuation and sale
 of assets, net                             -             -       114,802
General and administrative
 expenses                              50,492        28,949        58,660
                                   ----------    ----------    ----------
  Total costs and expenses            211,873       128,985       636,966
                                   ----------    ----------    ----------
Operating loss                         (9,375)      (17,800)     (212,249)
Interest expense, net                 (30,138)      (32,297)      (12,293)
Equity in earnings of IMC-Agrico      201,704       136,671         1,037
Other income (expense), net              (783)       (2,608)        1,094
                                   ----------    ----------    ----------
Income (loss) before changes
 in accounting principle              161,408        83,966      (222,411)
Cumulative effect of changes
 in accounting principle                    -             -       (23,700)
                                   ----------    ----------    ----------
Net income (loss)                  $  161,408    $   83,966    $ (246,111)
                                   ==========    ==========    ==========

The footnotes contained in FRP's 1995 Annual Report to
unitholders are an integral part of these statements.

<PAGE>                                          F-3


     FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

  SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                     STATEMENTS OF CASH FLOW

                                           Years Ended December 31,
                                   --------------------------------------
                                      1995          1994          1993
                                   ----------    ----------    ----------
                                               (In Thousands)
Cash flow from operating activities:
Net income (loss)                  $  161,408    $   83,966    $ (246,111)
  Adjustments to reconcile net
   income (loss) to net cash
   provided by operating activities:
  Cumulative effect of changes
   in accounting principle                  -             -        23,700 
  Depreciation and amortization        42,142        38,825        81,521 
  Other noncash charges to income                     6,495         7,150 
  Provision for restructuring
   charges, net of payments                 -             -         3,143 
  Loss on valuation and sale
   of assets, net                           -             -       114,802 
  Equity in earnings of
   IMC-Agrico                        (201,704)     (136,671)       (1,037)
  Cash distributions received from
   IMC-Agrico                         219,515       233,617             -
  (Increase) decrease in working
   capital, net of effect of
   acquisitions and dispositions:
    Accounts receivable               (16,875)       (2,311)       (1,552)
    Inventories                         5,353         7,058        (4,750)
    Prepaid expenses and other         (2,272)            -         1,933 
    Accounts payable and accrued
     liabilities                       29,590          (389)        1,561 
  Reclamation and mine shutdown
   expenditures                        (2,065)       (5,270)       (9,980)
  Other                                 8,478         5,056         2,935 
                                   ----------    ----------    ----------
Net cash provided by (used in)
 operating activities                 243,570       230,376       (26,685)
                                   ----------    ----------    ----------
Cash flow from investing activities:
Capital expenditures                  (13,331)      (11,231)      (47,579)
Investment in IMC-Agrico              (46,200)            -             -
Sale of assets                            375        36,919        49,961 
Other                                   1,531           530         4,711 
                                   ----------    ----------    ----------
Net cash provided by (used in)
 investing activities                 (57,625)       26,218         7,093 
                                   ----------    ----------    ----------
Cash flow from financing activities:
Distributions to partners            (202,541)     (127,368)     (121,180)
Proceeds from debt                    623,259        50,400       468,137
Repayment of debt                    (606,990)     (321,300)     (329,164)
Purchase of partnership units          (2,061)       (1,342)            -
Proceeds from sale of 8 3/4%
 Senior Subordinated Notes                  -       146,125             -
                                   ----------    ----------    ----------
Net cash provided by (used in)
 financing activities                (188,333)     (253,485)       17,793 
                                   ----------    ----------    ----------
Net increase (decrease) in cash
 and short-term investments            (2,388)        3,109        (1,799)
Cash and short-term investments
 at beginning of year                   8,409         5,300         7,099 
                                   ----------    ----------    ----------
Cash and short-term investments
 at end of year                    $    6,021    $    8,409    $    5,300 
                                   ==========    ==========    ==========
Interest paid                      $   27,818    $   25,094    $   22,997 
                                   ==========    ==========    ==========

The footnotes contained in FRP's 1995 Annual Report to
unitholders are an integral part of these statements.

<PAGE>                               F-4


     FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

        SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

      for the years ended December 31, 1995, 1994 and 1993

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:
1995:
  Sulphur     $   55,105    $    2,643    $        -   $   14,206a $   71,954
  Fertilizer      37,683         2,785             -       (4,537)     35,931
  Oil              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              1,609         2,385             -         (337)      3,657
              ----------    ----------    ----------   ----------  ----------
              $   97,333    $    5,736    $        -   $   (6,624)b$   96,445
              ==========    ==========    ==========   ==========  ==========
1993:
  Sulphur     $   35,200    $   27,562    $        -   $   (5,475) $   57,287
  Fertilizer      18,543         5,365             -       14,529c     38,437
  Oil              1,409         1,021             -         (821)      1,609
              ----------    ----------    ----------   ----------  ----------
              $   55,152    $   33,948    $        -   $    8,233b $   97,333
              ==========    ==========    ==========   ==========  ==========

a.   Includes $23.5 million of liabilities assumed in connection
with the acquisition of the sulphur assets of Pennzoil Co. (see
Note 4 to the Financial Statements).

b.   Includes expenditures of $10.5 million in 1995, $11.2
million in 1994 and $13.2 million in 1993.

c.   Includes $19.7 million which represents FRP's proportionate
share of  IMC-Agrico liabilities (see Note 2 to the Financial
Statements) in excess of the FRP contributed amounts.

<PAGE>                                   F-5


   
           Freeport-McMoRan Resource Partners, Limited Partnership

                          Exhibit Index
          
Exhibit                                                        Sequentially
Number                                                           Numbered
_______                                                            Page
                                                               ____________

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  the
           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        Credit  Agreement  dated  as  of  June  30,  1995 (the
           "FTX/FRP   Credit  Agreement")  among  FTX,  FRP,  the
           various  financial   institutions  which  are  parties
           thereto    (the   "Banks"),    Chemical    Bank,    as
           Administrative  Agent  and Chase, as Documentary Agent
           (collectively,   the   "Agents").    Incorporated   by
           reference to Exhibit 4.1  to  the  Quarterly Report on
           Form 10-Q of FRP for the quarter ended  September  30,
           1995.

4.9        First  Amendment  dated  as of January 10, 1996 to the
           FTX/FRP Credit Agreement among  FTX,  FRP, the FTX/FRP
           Banks  and the Agents.  Incorporated by  reference  to
           Exhibit 10.2 to the Current Report on 8-K of FRP dated
           February 13, 1996.

4.10       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.

4.11       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.

4.12       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.

4.13       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.

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.

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.

12.1       FRP Computation of Ratio of Earnings to Fixed Charges.

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

21.1       Subsidiaries of FRP.

23.1       Consent of Arthur Andersen LLP dated March 27, 1996.

23.2       Consent of Ernst & Young LLP dated March 27, 1996.

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