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                                                             EXHIBIT 3.12

                        CERTIFICATE OF AMENDMENT
                                   TO
                    AMENDED AND RESTATED CERTIFICATE
                         OF LIMITED PARTNERSHIP

                                   OF
         FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP


          WHEREAS, on April 17, 1986, a Certificate of Limited
Partnership in the name of Freeport-McMoRan Resource Partners, L.P. (the
"Partnership") was filed with the Secretary of  State of Delaware (the
"Original Certificate"); and

          WHEREAS, on June 13, 1986, an Amended an Restated Certificate
of Limited Partnership changing the name of the Partnership to Freeport-
McMoRan Resource Partners, Limited Partnership was filed with the
Secretary of State of the State of Delaware (the "Amended and Restated
Certificate"); and

          WHEREAS, effective January 17, 1989, a Certificate of Amendment
to Amended and Restated Certificate of Limited Partnership reflecting the
withdrawal of Geysers Geothermal Company as a general partner and the
admission of McMoRan Oil & Gas Co., a Delaware corporation, as a new
general partner was filed with the Secretary of State of the State of
Delaware (the "First Certificate of Amendment"); and

          WHEREAS, effective January 5, 1990, a Certificate of Amendment
to Amended  and Restated Certificate of Limited Partnership reflecting
the withdrawal of Freeport Phosphate Rock Company as a general partner
was filed with the Secretary of State of State of Delaware (the "Second
Certificate of Amendment"); and

          WHEREAS, effective April 16, 1990, a Certificate of Amendment
to the Amended and Restated Certificate of Limited Partnership reflecting
that through transfers and merger, the two remaining  general partners of
the Partnership were Freeport-McMoRan Inc. a Delaware corporation ("FTX")
and FMRP Inc., a Delaware corporation, was filed with the Secretary of
State of Delaware (the "Third Certificate of Amendment"); and

          WHEREAS, effective as of 1:00 p.m. (Eastern Standard Time) on
December 22, 1997, FTX was merged (the "Merger") with an into IMC Global
Inc., a Delaware corporation ("IMC"), pursuant to the Agreement and Plan
of Merger by and between IMC and FTX dated as of August 26, 1997; and

          WHEREAS, IMC. has become the Administrative Managing General
Partner and Special General Partner of the Partnership as a result of the
Merger;

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          NOW, THEREFORE, pursuant to the provisions of the Delaware
Revised Uniform Limited Partnership Act (the "Delaware Act"), as amended,
the undersigned does hereby make, subscribe and swear to the following
amendments in writing according to the laws of the State of Delaware:

     Article I shall be amended as follows:

          The name of the limited partnership is "Phosphate Resource
          Partners Limited Partnership" (hereinafter referred to as the
          "Partnership").


     Article IV shall be amended as follows:

          The names and addresses of the general partners of the
          Partnership are as follows:

          IMC Global Inc.     2100 Sanders Road
                              Northbrook, IL  60062

          FMRP Inc.           1209 Orange Street
                              Wilmington, DE  19801


          IN WITNESS WHEREOF, IMC Global Inc., as the Administrative
Managing General Partner and Special General Partner has executed this
amendment as of January 9, 1998.

                                   IMC Global Inc., as Administrative
                                   Managing General Partner and Special
                                   General Partner


                                   BY:  ___________________
                                        Rose Marie Williams
                                        Title:  Secretary