Exhibit 10.34


                                              EXECUTION COPY
                         AMENDMENT dated as of March 1, 2002
          (this "Amendment") to the Credit Agreement dated as of
          December 12, 1997, as amended and restated as of
          November 17, 1998, as amended (the "Credit Agreement"),
          among FREEPORT-McMoRan SULPHUR LLC, a Delaware limited
          liability company (the "Borrower"); McMoRan EXPLORATION
          CO., a Delaware corporation, as guarantor (in such
          capacity, the "Guarantor"); the several lenders from
          time to time party thereto (collectively, the
          "Lenders"); JPMORGAN CHASE BANK (f/k/a The Chase
          Manhattan Bank), a New York banking corporation, as
          administrative agent for the Lenders (in such capacity,
          the "Administrative Agent"), as documentary agent for
          the Lenders (in such capacity, the "Documentary Agent")
          and as collateral agent for the Lenders (in such
          capacity, the "Collateral Agent"; the Administrative
          Agent, the Documentary Agent and the Collateral Agent
          being collectively referred to herein as the "Agents");
          and HIBERNIA NATIONAL BANK, a national banking
          association, as co-agent for the Lenders (the "Co-
          Agent").


          WHEREAS the Borrower and the Guarantor have requested
that the Lenders approve amendments to certain provisions of the
Credit Agreement;

          WHEREAS the Lenders are willing, on the terms, subject
to the conditions and to the extent set forth below, to amend
such provisions; and

          WHEREAS capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the
Credit Agreement.

          NOW, THEREFORE, in consideration of the premises and
the agreements, provisions and covenants herein contained and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
hereby agree, on the terms and subject to the conditions set
forth herein, as follows:

          SECTION 1.  Amendments.  Effective as of the March 2002
Amendment Effective Date (as defined in Section 3 hereof), the
Credit Agreement is hereby amended as follows:

          (a)  The preamble is hereby amended by deleting the
figure "$60,503,403" in the last line of the second paragraph
thereof and replacing it with the figure "$58,500,000".

          (b)  The following definitions are added to Section
1.01 in their appropriate alphabetical position:

               "Drilling JV Partner" has the meaning set forth in
     the definition of "Qualifying Joint Venture Project".


               "Exploration Properties" means all Hydrocarbon
     Interests included in the MOXY Collateral that is not Proved
     Properties.

               "Hydrocarbon Interests" shall mean all rights,
     titles, interests and estates now owned or hereafter
     acquired by MOXY in and to oil and gas leases, oil, gas and
     mineral leases, or other liquid or gaseous hydrocarbon
     leases, mineral fee interests, overriding royalty and
     royalty interests, net profit interests and production
     payment interests, including any reserved or residual
     interests of whatever nature.

               "March 2002 Amendment" means the Amendment to this
     Agreement dated as of March 1, 2002.

               "March 2002 Amendment Effective Date" shall have
     the meaning given such term in Section 3 of the March 2002
     Amendment.

               "Maturity Date" means the earlier of (i) the
     consummation by the Borrower of the disposition of
     substantially all of its sulphur transportation and
     terminaling business (a "Sulphur Disposition") and (ii)
     April 3, 2002; provided, however, that the date referred to
     in this clause (ii) shall be extended to May 31, 2002, if,
     on or prior to March 29, 2002, (a) the Sulphur Sale
     Condition has been satisfied and (b) this Agreement shall
     have been amended to add certain financial covenants
     satisfactory to each of the Lenders in its discretion.

               "MOXY Collateral" means the assets and properties
     of MOXY which are subject to the Liens created pursuant to
     the MOXY Security Documents.

               "MOXY Collateral Requirement" means the
     requirement that:

               (a) On or prior to the March 2002 Amendment
          Effective Date, the MOXY Security Agreement shall have
          been duly executed by MOXY and shall have been
          delivered to the Collateral Agent and shall be in full
          force and effect on such date and each document
          (including each Uniform Commercial Code financing
          statement) required by law or reasonably requested by
          the Administrative Agent to be filed, registered or
          recorded in order to create in favor of the Collateral
          Agent for the benefit of the Secured Parties a valid,
          legal and perfected first-priority security interest in
          and Lien on the MOXY Collateral (subject to any Lien
          permitted by Section 10.16(d) and Permitted MOXY
          Encumbrances) described in such agreement shall have
          been delivered to the Collateral Agent;

               (b) On or prior to the March 2002 Amendment
          Effective Date, all outstanding equity interests in
          each Subsidiary owned by MOXY shall have been pledged
          pursuant to the MOXY Security Agreement (except that
          MOXY shall not be required to pledge more than 65% of
          the outstanding voting equity interests of any foreign
          Subsidiary) and the Collateral Agent shall have
          received any certificates or other instruments
          representing all such equity interests, together with
          undated stock powers or other instruments of transfer
          with respect thereto duly endorsed in blank;

               (c) On or prior to the March 2002 Amendment
          Effective Date, (i) all documents and instruments,
          including Uniform Commercial Code financing statements,
          required by law or reasonably requested by the
          Collateral Agent to be filed, registered or recorded to
          create the Liens intended to be created by the MOXY
          Security Documents and to perfect such Liens to the
          extent required by, and with the priority required by,
          the MOXY Security Documents, shall have been delivered
          to the Collateral Agent for filing, registration or
          recording, and (ii) the Collateral Agent shall have
          received such legal opinions of special and local
          counsel as the Collateral Agent or the Lenders may
          reasonably request with respect to the creation and
          perfection of the Liens intended to be created by the
          MOXY Security Documents, in form and substance
          satisfactory to the Collateral Agent and its counsel;

               (d) On or prior to the March 2002 Amendment
          Effective Date, (i) each MOXY Mortgage, in form and
          substance satisfactory to the Lenders, relating to each
          of the MOXY Mortgaged Properties shall have been duly
          executed by the parties thereto and delivered to the
          Collateral Agent and shall be in full force and effect,
          (ii) each of such MOXY Mortgaged Properties shall not
          be subject to any Lien other than Permitted MOXY
          Encumbrances those permitted under Section 10.16(d),
          (iii) each of such MOXY Security Documents shall have
          been filed and recorded in the recording office as
          specified on Schedule II to the March 2002 Amendment
          and, in connection therewith, the Collateral Agent
          shall have received evidence satisfactory to it of each
          such filing and recordation and (iv) the Collateral
          Agent shall have received new or updated title opinions
          or title reports as reasonably requested by the
          Collateral Agent; provided that the obligations set
          forth in clauses (iii) and (iv) hereof, to the extent
          unable to be satisfied prior to the March 2002
          Amendment Effective Date, may be satisfied as soon as
          practicable but in no event later than (i) with respect
          to (x) the MOXY Mortgage filings (other than the MOXY
          Mortgage filing referred to in clause (y)), 14 days
          following the March 2002 Amendment Effective Date and
          (y) the MOXY Mortgage filing relating to the MOXY
          Mortgaged Property located in Oklahoma, 20 days
          following the March 2002 Amendment Effective Date and
          (ii) with respect to the title reports or title
          opinions, 29 days following the March 2002 Amendment
          Effective Date;

               (e) On or prior to the March 2002 Amendment
          Effective Date, the Administrative Agent shall have
          received a copy of, or a certificate as to coverage
          under, the insurance policies required by Section 5.01
          and the applicable provisions of the MOXY Security
          Documents, each of which shall be endorsed or otherwise
          amended to include a "standard" or "New York" lender's
          loss payable endorsement and to name the Collateral
          Agent as additional insured, in form and substance
          satisfactory to the Administrative Agent; and

               (f) On or prior to the March 2002 Amendment
          Effective Date, the MOXY Guarantee Agreement shall have
          been duly executed by MOXY and shall be in full force
          and effect on such date.

          Notwithstanding the foregoing, with respect to any
     assets of MOXY consisting of real property or intellectual
     property, in the event that the requirements of clauses (c)
     and (d) above are not satisfied by the March 2002 Amendment
     Effective Date with respect to such assets, the MOXY
     Collateral Requirement shall not be deemed to be unsatisfied
     so long as MOXY is exercising its best efforts to satisfy
     such requirements; provided that the requirements of clauses
     (c) and (d) above are satisfied with respect to each such
     asset by the date that is 14 days or, in the case of the
     MOXY Mortgaged Property located in Oklahoma, 20 days after
     the March 2002 Amendment Effective Date (except as provided
     in clause (ii) of the proviso of subsection (d)).

               "MOXY Guarantee Agreement" means the Guarantee
     Agreement dated as of March 1, 2002 between MOXY and the
     Collateral Agent for the benefit of the Secured Parties, in
     the form attached as Exhibit A to the March 2002 Amendment.

               "MOXY Mortgaged Property" means the real property
     fee and leasehold estates listed on Schedule I to the March
     2002 Amendment.

               "MOXY Mortgages" means the mortgages or deeds of
     trust relating to the real property fee and leasehold
     estates of MOXY in form and substance satisfactory to the
     Collateral Agent and its counsel.

               "MOXY Perfection Certificate" means the
     "Perfection Certificate", as such term is defined in the
     MOXY Security Agreement.

               "MOXY Reduction" means a repayment of Loans by
     MOXY after the March 2002 Amendment Effective Date made with
     MOXY's own funds (including proceeds from joint ventures
     relating to MOXY's assets or sales or dispositions of MOXY
     assets), but not directly or indirectly from funds or assets
     of the Borrower, accompanied by a simultaneous permanent
     reduction in the Total Commitments equal to the amount of
     such repayment, and shall include any such repayment and
     commitment reduction pursuant to the provisions of Section
     2.07(e).

               "MOXY Release Date" means the date on which all
     Liens created under the MOXY Security Documents are required
     to be released pursuant to Section 10.16 as a result of MOXY
     Reductions having been effected in an aggregate amount of
     $15,000,000 and the other conditions therein having been
     satisfied.

               "MOXY Security Agreement" means the Security
     Agreement dated as of March 1, 2002 between MOXY and the
     Collateral Agent for the benefit of the Secured Parties, in
     the form attached as Exhibit B to the March 2002 Amendment.

               "MOXY Security Documents" means the MOXY Security
     Agreement, the MOXY Mortgages and each other agreement or
     instrument executed and delivered to secure the Obligations
     or MOXY's obligations under the MOXY Guarantee Agreement.

               "Oil and Gas Properties" shall mean Hydrocarbon
     Interests; the properties now or hereafter pooled or
     unitized with Hydrocarbon Interests; all presently existing
     or future unitization, pooling agreements and declarations
     of pooled units and the units created thereby (including
     without limitation all units created under orders,
     regulations and rules of any Governmental Authority) which
     may affect all or any portion of the Hydrocarbon Interests;
     all operating agreements, contracts and other agreements
     which relate to any of the Hydrocarbon Interests or the
     production, sale, purchase, exchange or processing of
     Hydrocarbons from or attributable to such Hydrocarbon
     Interests; all hydrocarbons in and under and which may be
     produced and saved or attributable to the Hydrocarbon
     Interests, including all oil in tanks, the lands covered
     thereby and all rents, issues, profits, proceeds, products,
     revenues and other incomes from or attributable to the
     Hydrocarbon Interests; all tenements, hereditaments,
     appurtenances and properties in any manner appertaining,
     belonging, affixed or incidental to the Hydrocarbon
     Interests; and all properties, rights, titles, interests and
     estates described or referred to above, including any and
     all property, real or personal, now owned or hereinafter
     acquired and situated upon, used, held for use or useful in
     connection with the operating, working or development of any
     of such Hydrocarbon Interests or property (excluding
     drilling rigs, automotive equipment or other personal
     property which may be on such premises for the purpose of
     drilling a well or for other similar temporary uses) and
     including any and all oil wells, gas wells, injection wells
     or other wells, buildings, structures, fuel separators,
     liquid extraction plants, plant compressors, pumps, pumping
     units, field gathering systems, tanks and tank batteries,
     fixtures, valves, fittings, machinery and parts, engines,
     boilers, meters, apparatus, equipment, appliances, tools,
     implements, cables, wires, towers, casing, tubing and rods,
     surface leases, rights-of-way, easements and servitudes
     together with all additions, substitutions, replacements,
     accessions and attachments to any and all of the foregoing.

               "Permitted MOXY Encumbrances" shall mean: (i)
     Liens for taxes, assessments or other governmental charges
     or levies not yet due or which are being contested in good
     faith by appropriate action and for which adequate reserves
     have been maintained; (ii) Liens in connection with
     workmen's compensation, unemployment insurance or other
     social security, old age pension or public liability
     obligations not yet due or which are being contested in good
     faith by appropriate action and for which adequate reserves
     have been maintained in accordance with GAAP; (iii)
     operators', vendors', carriers', warehousemen's,
     repairmen's, mechanics', workmen's, materialmen's,
     construction or other like Liens arising by operation of law
     or lien in favor of operators or co-interest owners under
     contract in the ordinary course of business or incident to
     the exploration, development, operation and maintenance of
     oil and gas properties or interests (including without
     limitation all presently existing or future unitization,
     pooling agreements, operating agreements, contracts and
     other agreements which relate to any such properties or
     interests or the production, sale, purchase, exchange or
     processing of hydrocarbons, and all properties, rights,
     titles, interests and estates described or referred to
     above, including any and all property, real or personal, now
     owned or hereinafter acquired and situated upon, used, held
     for use or useful in connection with the operating, working
     or development of any such interests or properties) or
     statutory landlord's liens, each of which is in respect of
     obligations that have not been outstanding more than 90 days
     or which are being contested in good faith by appropriate
     proceedings and for which adequate reserves have been
     maintained in accordance with GAAP; (iv) any Liens reserved
     in leases or farmout agreements for rent or royalties and
     for compliance with the terms of the farmout agreements or
     leases in the case of leasehold estates, to the extent that
     any such Lien referred to in this clause does not materially
     impair the use of the property covered by such Lien for the
     purposes for which such property is held by MOXY or any
     Subsidiary of MOXY or materially impair the value of such
     property subject thereto; (v) encumbrances (other than to
     secure the payment of borrowed money or the deferred
     purchase price of property or services), easements,
     restrictions, servitudes, permits, conditions, covenants,
     exceptions or reservations in any rights of way or other
     property of MOXY or any Subsidiary of MOXY for the purpose
     of roads, pipelines, transmission lines, transportation
     lines, distribution lines for the removal of gas, oil, coal
     or other minerals or timber, and other like purposes, or for
     the joint or common use of real estate, rights of way,
     facilities and equipment, and defects, irregularities,
     zoning restrictions and deficiencies in title of any rights
     of way or other property which in the aggregate do not
     materially impair the use of such rights of way or other
     property for the purposes of which such rights of way and
     other property are held by MOXY or any Subsidiary MOXY or
     materially impair the value of such property subject
     thereto; (vi) deposits of cash or securities in existence on
     the March 2002 Amendment Effective Date to secure the
     performance of bids, trade contracts, leases, statutory
     obligations and other obligations of a like nature incurred
     in the ordinary course of business; (vii) Liens permitted by
     the MOXY Security Documents; (viii) required margin deposits
     on hedge agreements arising in the ordinary course of
     business; (ix) Liens of lessors of property (in such
     capacity) leased by MOXY, which Lien in any such case is
     limited to the property leased thereunder; (x) Liens
     identified on Schedules I or III to the March 2002 Amendment
     or any Liens required to be created as a result of the
     documents creating any such Liens; and (xi) Liens (other
     than to secure the payment of borrowed money or the deferred
     purchase price of property or services) reasonably
     acceptable to the Collateral Agent as reflected on title
     reports or title opinions delivered by MOXY to the
     Collateral Agent.

               "Proved Properties" means properties listed as
     having "proved developed oil and gas reserves" on the report
     entitled "McMoRan Oil & Gas LLC Estimated Future Reserves as
     of December 31, 2001" prepared by Ryder Scott.

               "Qualifying Drilling Project" means a drilling,
     exploration or development agreement between MOXY and a
     third party that is not an Affiliate of MOXY (a "Drilling JV
     Partner") which is entered into on arm's length terms in the
     ordinary course of MOXY's exploration and development
     activities and pursuant to which (i) MOXY conveys or agrees
     to convey to the Drilling JV Partner a Hydrocarbon Interest
     in specific Exploration Properties and (ii) in consideration
     therefor, the Drilling JV Partner (A) agrees to bear and be
     responsible for a specified percentage of the exploration
     and/or development costs and/or (B) agrees to make a cash
     payment to MOXY and/or (C) agrees to assign to MOXY a
     Hydrocarbon Interest on which MOXY grants a Lien in favor of
     the Collateral Agent for the benefit of the Secured Parties
     contemporaneously with the acquisition thereof and (iii)
     shall not include any consideration other than as described
     in (ii) above; provided, however, that all interests
     conveyed to Drilling JV Partners in respect of all such
     projects shall not relate, on a cumulative basis, to more
     than 125,000 acres of Exploration Properties.

               "Sulphur Disposition" has the meaning set forth in
     the definition of "Maturity Date".

               "Sulphur Sale Condition" means that, on or prior
     to March 29, 2002, (x) a definitive sale agreement providing
     for a Sulphur Disposition has been executed and delivered by
     the Borrower and a purchaser and true and correct copies
     thereof provided to the Lenders and (y) such definitive
     agreement and Sulphur Disposition, including without
     limitation the terms, conditions and pricing thereof, have
     been consented to in writing by each of the Lenders, in its
     discretion, pursuant to a notice given to the Administrative
     Agent.

          (c)  Each of the following definitions in Section 1.01
     is amended and restated in its entirety as follows:

               "Casualty" shall mean any casualty or insured
     damages to any portion of any Mortgaged Property or any MOXY
     Mortgaged Property.

               "Collateral" shall mean all the "Collateral" as
     defined in any Security Document or any MOXY Security
     Document and shall also include the Mortgaged Property and
     the MOXY Mortgaged Property.

               "Condemnation" shall mean the institution of any
     action or proceeding for the taking of any Mortgaged
     Property or any MOXY Mortgaged Property, or any part thereof
     or interest therein, for public or quasi-public use under
     the power of eminent domain, by reason of any public
     improvement or condemnation proceeding, or in any other
     manner.

               "Loan Documents" means the January 1999 Amendment,
     the August 2000 Amendment, the April 2001 Amendment, the
     August 2001 Amendment, the October 2001 Amendment, the
     January 2002 Amendment, the February 2002 Amendment, the
     February 2002 Consent, the March 2002 Amendment, the Credit
     Agreement, the MOXY Guarantee Agreement, the Security
     Documents, the MOXY Security Documents and all other
     agreements, certificates and instruments now or hereafter
     entered into in connection therewith or in furtherance
     thereof, in each case as amended and modified from time to
     time.

               "MOXY" means McMoRan Oil & Gas LLC, a Delaware
     limited liability company and a wholly-owned Subsidiary of
     the Guarantor.

               "Net Proceeds" means (i) the gross fair market
     value of the consideration or other amounts payable to or
     receivable by the Borrower, the Guarantor, any of the
     Restricted Subsidiaries or MOXY (provided that in the case
     of MOXY, only cash consideration shall be included) in
     respect of any sales, transfers, distributions or other
     dispositions (including by merger or consolidation) of
     assets, properties or interests therein (including any
     capital or other equity interests owned), less (ii) the
     amount, if any, of all taxes (but only to the extent such
     Person reasonably estimates that such taxes will be paid on
     the date of the next tax filing by such Person or such
     Affiliate of such Person), and reasonable and customary
     fees, commissions, costs and other expenses (other than
     those payable to the Guarantor, the Borrower or any of their
     Affiliates) which are incurred in connection with such
     sales, transfers, distributions or other dispositions and
     are payable by the seller or the transferor (or an Affiliate
     of the seller or the transferor) of the assets or property
     to which such sales, transfers, distributions or other
     dispositions relate, but only to the extent not already
     deducted in arriving at the amount referred to in clause
     (i).  Under no circumstances will any trade payables, claims
     of materialmen, mechanics, suppliers or similar expenses be
     deducted in computing Net Proceeds in respect of any sale,
     transfer, distribution or other disposition.

          (d) Section 2.07 is amended by adding a new paragraph
(e) thereto to read in its entirety as follows:

          "(e) In the event and on each occasion prior to the
     MOXY Release Date that any Net Proceeds are received by or
     on behalf of MOXY (or any Affiliate of MOXY) as
     consideration for the conveyance or transfer of any
     Hydrocarbon Interest in Exploration Properties conveyed to a
     Drilling JV Partner in connection with a Qualifying Drilling
     Project, the Total Commitments shall be permanently reduced
     on the date of such receipt by an amount equal to 75% of
     such Net Proceeds (and Loans repaid on that date to the
     extent necessary so that the aggregate amount of Loans
     outstanding does not exceed the Total Commitments)."

          (e)  Section 3.01 is amended by adding a new paragraph
(s) to read in its entirety as follows:

          "(s) Certain MOXY Representations.  (i) The MOXY
     Security Agreement is effective to create in favor of the
     Collateral Agent, for the ratable benefit of the Secured
     Parties, a legal, valid and enforceable security interest in
     the MOXY Collateral covered thereby and, when financing
     statements in appropriate form are filed in the offices
     specified on the MOXY Perfection Certificate, the MOXY
     Security Agreement shall constitute a fully perfected Lien
     on, and security interest in, all right, title and interest
     of the grantors thereunder in such collateral, in each case
     prior and superior to any other Lien, other than Liens of
     the types referred to in Section 5.02(i) and (vi) Liens
     expressly permitted by Section 10.16 and Permitted MOXY
     Encumbrances.

          (ii) The MOXY Mortgages are effective to create in
     favor of the Collateral Agent, for the ratable benefit of
     the Secured Parties, a legal, valid and enforceable Lien on
     all of the respective mortgagee's right, title and interest
     in and to the MOXY Mortgaged Property thereunder and the
     proceeds thereof, and when the MOXY Mortgages are filed in
     the offices specified on Schedule II to the March 2002
     Amendment, the MOXY Mortgages shall constitute a fully
     perfected Lien on, and security interest in, all right,
     title and interest of such mortgagee in such MOXY Mortgaged
     Property and the proceeds thereof, in each case prior and
     superior to any other Lien, other than Liens of the type
     referred to in Section 5.02(d)(i) and (vi), Liens expressly
     permitted by Section 10.16 and Permitted MOXY Encumbrances.

          (iii) Schedule I to the March 2002 Amendment lists
     completely and correctly as of the March 2002 Amendment
     Effective Date all real property, including all Hydrocarbon
     Interests, owned or leased by MOXY (other than real property
     with a fair market value that in the aggregate does not
     exceed $250,000) and the addresses or location thereof.
     MOXY owns an interest of the type described in Schedule I in
     all the real property set forth on Schedule I to the March
     2002 Amendment.

          (iv) The MOXY Collateral covered by the MOXY Security
     Documents includes substantially all of MOXY's right, title
     and interest in and to all Hydrocarbon Interests and Oil and
     Gas Properties owned or leased by MOXY which are susceptible
     to having a Lien created thereon in favor of the Collateral
     Agent.

          (v) MOXY has no Subsidiaries other than those listed on
     Schedule III."


          (f)  Section 5.01(r) is amended to read in its entirety
as follows:

          "(r) [Intentionally Omitted]".

          (g)  Section 5.02 is amended by adding new paragraphs
(r), (s), (t) and (u) to read in their entirety as follows:

          "(r) The Guarantor will not cause or permit MOXY to (i)
     form or acquire any Subsidiary, (ii) purchase any securities
     of, make any investment in, or make any loan or advance to,
     any Subsidiary or any other Person other than Permitted
     Investments, or (iii) pay or make any dividend or
     distribution on, or purchase, retire, redeem or otherwise
     acquire any shares of, any capital stock or other equity
     interest of MOXY other than dividends or distributions from
     MOXY to the Guarantor that are made for the purpose of being
     contributed by the Guarantor to the Borrower.

          (s) The Guarantor will, at all times on and after the
     date that is 14 days, or in the case of the MOXY Mortgaged
     Property located in Oklahoma 20 days, after the March 2002
     Amendment Effective Date and prior to the MOXY Release Date,
     cause the MOXY Collateral Requirement to be satisfied
     (except as provided in clause (ii) of the proviso of
     subsection (d) of the definition of MOXY Collateral
     Requirement).

          (t) Until the MOXY Release Date, the Guarantor will not
     cause or permit MOXY to enter into any drilling, exploration
     or development joint ventures with respect to the MOXY
     Collateral pursuant to which MOXY conveys or agrees to
     convey a Hydrocarbon Interest to a third party other than
     Qualifying Drilling Projects.

          (u) The Guarantor will at all times cause MOXY to
     comply with the following Sections 5.01(k) and 5.01(l) of
     this Agreement with the same effect as though MOXY were
     named in such Sections each time a reference to the Borrower
     is made therein."

          (h)  Section 7.01(n) is hereby amended and restated in
its entirety as follows:

          "(n) any security interest purported to be created by
     any Security Document or (prior to the MOXY Release Date)
     any MOXY Security Document shall cease to be, or shall be
     asserted by the Borrower, the Guarantor or MOXY not to be, a
     valid, perfected, first priority (except as otherwise
     expressly provided in this Agreement, such Security Document
     or such MOXY Security Document) security interest in the
     assets or properties covered thereby, except to the extent
     that such loss is covered by a lender's title insurance
     policy and the related insurer promptly after such loss
     shall have acknowledged in writing that such loss is covered
     by such title insurance policy; and"

          (i)  Section 7.01(o) is hereby amended and restated in
its entirety as follows:

          "(o) the requirements of clauses (c) or (d) of the
     definition of "Collateral Requirement" or the requirements
     of clauses (c) or (d) of the definition of "MOXY Collateral
     Requirement" shall not have been satisfied within 45 days of
     the Amendment Effective Date or 14 days, or in the case of
     the MOXY Mortgaged Property located in Oklahoma 20 days, of
     the March 2002 Amendment Effective Date, or with respect to
     clause (ii) of the proviso set forth in subsection (d) of
     the definition of "MOXY Collateral Requirement", 29 days,
     respectively."

          (j)  The last sentence of subsection (a) of Article
VIII is hereby amended by deleting the phrase "and the Security
Documents" and replacing it with ", the Security Documents and
the MOXY Security Documents".

          (k)  Section 10.07(b)(v) is hereby amended and restated
as follows:

          ", (v) subject to Section 10.16, release all or a
          substantial part of the Collateral".

          (l)  A new Section 10.07(b)(vi) is hereby added
immediately following Section 10.07(b)(v) as follows:

          "or (vi) release MOXY from its guarantee pursuant to
     the MOXY Guarantee Agreement (except as expressly provided
     in the MOXY Guarantee Agreement), or limit its liability in
     respect of such guarantee".

          (m)  A new Section 10.16 is hereby added immediately
following Section 10.15 as follows:

          "SECTION 10.16.  Release of Liens; Subordination.  (a)
     In the event that the MOXY Reductions in an aggregate
     cumulative amount of $10,000,000 have been effected, the
     Lenders will, promptly upon the written request of the
     Guarantor, release from the Liens of the MOXY Mortgages (i)
     all the Proved Properties and (ii) Exploration Properties
     constituting 50% of the total acreage of all Exploration
     Properties then subject to the MOXY Mortgages (such
     Exploration Properties to be released to be designated in
     writing by the Guarantor in such request); provided,
     however, that no such release under this paragraph (a) shall
     be required or requested at any time when a Default or Event
     of Default has occurred and is continuing.  The Collateral
     Agent shall, without the necessity of any consent of any
     Lender, execute and deliver all such instruments, releases,
     financing statements or other agreements, and take all such
     further actions, in each case without representation,
     warranty or recourse of any nature, as shall be necessary to
     effectuate any release of such MOXY Collateral required
     hereby.

          (b) In the event that the MOXY Reductions in an
     aggregate cumulative amount of $15,000,000 have been
     effected (including any such MOXY Reductions referred to in
     Section 10.16(a)), the Lenders will, promptly upon the
     written request of the Guarantor, release all Liens created
     under the MOXY Security Documents and terminate the MOXY
     Security Documents; provided, however, that no such release
     under this paragraph (b) shall be required or requested at
     any time when a Default or Event of Default has occurred and
     is continuing.  The Collateral Agent shall, without the
     necessity of any consent of any Lender, execute and deliver
     all such instruments, releases, financing statements or
     other agreements, and take all such further actions, in each
     case without representation, warranty or recourse of any
     nature, as shall be necessary to effectuate any release of
     the MOXY Collateral required hereby.

          (c)  If the Guarantor shall request the release under
     any MOXY Security Document of Liens covering interests in
     Exploration Properties that are to be transferred to a
     Drilling JV Partner in connection with a Qualifying Drilling
     Project permitted hereunder, so long as no Default or Event
     of Default shall have occurred and be continuing, the
     Lenders hereby agree to release Liens on such interests (but
     not on interests retained by MOXY in any such Exploration
     Properties).  In such event, the Guarantor shall deliver to
     the Collateral Agent a certificate describing the Qualifying
     Drilling Project, including what portion of the drilling
     costs each party will bear and what amount of equity in the
     exploration project each party will own and what additional
     consideration, if any, will be paid to MOXY in connection
     with such transaction, stating that such transaction
     qualifies as a Qualifying Drilling Project and that it will
     comply with the terms of this Agreement (including, if
     applicable, Section 2.07(e)).  The Collateral Agent, if
     satisfied that such certificate is correct, shall, without
     the necessity of any consent of any Lender, execute and
     deliver all such instruments, releases, financing statements
     or other agreements, and take all such further actions, in
     each case without representation, warranty or recourse of
     any nature, as shall be necessary to effectuate the release
     of such Liens upon the closing of such Qualifying Drilling
     Project; provided, however, that no such release shall be
     required if a Default or Event of Default has occurred and
     is continuing or if any prepayment of Loans required by
     Section 2.07(e) in connection with the closing of such
     transaction is not made when due.

          (d) At the written request of the Guarantor, the
     Lenders will enter into a subordination agreement in form
     and substance reasonably satisfactory to the Collateral
     Agent pursuant to which the Liens under the MOXY Security
     Documents on Proved Properties (but no other assets) will be
     subordinated to Liens securing Debt not in excess of
     $10,000,000 in principal amount at any time outstanding
     incurred by MOXY under a working capital liquidity loan
     facility (and securing interest in respect of such principal
     amounts, and related fees, reimbursement obligations and
     indemnities under such facility).  The Lenders hereby
     authorize the Collateral Agent to enter into any such
     subordination agreement on their behalf, without the
     necessity of any further consent from any Lender.

          (e) Notwithstanding any other provisions hereof or the
     occurrence of the MOXY Release Date, the MOXY Guarantee
     Agreement and MOXY's obligations thereunder shall not be
     released, subordinated or otherwise affected pursuant to the
     provisions of this Section.
          (n) Schedule II to the Credit Agreement is replaced
with Schedule II attached in the form of Exhibit C hereto.

          SECTION 2.  Representations and Warranties.  Each of
the Borrower and the Guarantor represents and warrants to each of
the Lenders that, after giving effect to the amendments
contemplated hereby, (a) the representations and warranties of
the Borrower or the Guarantor, as applicable, set forth in the
Loan Documents are true and correct in all material respects on
and as of the date of this March 2002 Amendment, except to the
extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties
shall be true and correct in all material respects as of such
earlier date) and (b) no Default or Event of Default has occurred
and is continuing.

          SECTION 3.  Effectiveness.  This March 2002 Amendment
shall become effective as of the first date (the "March 2002
Amendment Effective Date") when the following conditions are
satisfied:

               (a) The Administrative Agent (or its counsel)
     shall have received duly executed counterparts hereof that,
     when taken together, bear the signatures of the Borrower,
     the Guarantor and each of the Lenders;

               (b)  The Administrative Agent shall have received
     a favorable written opinion of Jones, Walker, Waechter,
     Poitevent, Carrere & Denegre, L.L.P., counsel to the
     Borrower, the Guarantor and MOXY, in a form satisfactory to
     the Administrative Agent and counsel to the Administrative
     Agent, in each case (A) dated the March 2002 Amendment
     Effective Date, (B) addressed to the Agents and the Lenders,
     and (C) covering such matters relating to the Loan
     Documents, the MOXY Guarantee Agreement, the MOXY Security
     Documents and the transactions contemplated thereby, as the
     Administrative Agent shall reasonably request, and each of
     the Borrower, the Guarantor and MOXY hereby instructs such
     counsel to deliver such opinions;

               (c)  All legal matters incident to this March 2002
     Amendment shall be satisfactory to the Administrative Agent
     and counsel to the Administrative Agent;

               (d)  The Administrative Agent shall have received
     (i) a certificate of the Secretary or Assistant Secretary of
     each of the Borrower and the Guarantor dated the March 2002
     Amendment Effective Date and certifying (A) that attached
     thereto is a true and complete copy of resolutions duly
     adopted by the Board of Directors of each of the Guarantor,
     individually and in its capacity as the sole member of the
     Borrower, and of the Borrower authorizing the execution,
     delivery and performance of the March 2002 Amendment, and
     that such resolutions have not been modified, rescinded or
     amended and are in full force and effect, (B) that neither
     the certificate of incorporation nor the by-laws of the
     Guarantor and neither the articles of organization nor the
     operating agreement of the Borrower have been amended since
     the versions thereof that were delivered in connection with
     the February 2002 Amendment (or represented as being
     unchanged from the immediately prior amendment); (ii) a copy
     of the articles of organization or analogous organizational
     documents, including all amendments thereto, of MOXY,
     certified as of a recent date by the Secretary or Assistant
     Secretary of MOXY, and a long-form good standing certificate
     of MOXY as of a recent date, from the Secretary of State of
     the state of its organization; (iii) a certificate of the
     Secretary or Assistant Secretary of MOXY dated the March
     2002 Amendment Effective Date and certifying (A) that
     attached thereto is a true and complete copy of the articles
     of organization and the operating agreement of MOXY as in
     effect on the March 2002 Amendment Effective Date and at all
     times since a date prior to the resolutions described in
     clause (B) below, (B) that attached thereto is a true and
     complete copy of resolutions duly adopted by the Board of
     Directors of MOXY authorizing the execution, delivery and
     performance of the MOXY Guarantee and the MOXY Security
     Documents, and that such resolutions have not been modified,
     rescinded or amended and are in full force and effect, (C)
     that neither the articles of organization nor the operating
     agreement of MOXY have been amended since the date of the
     last amendment thereto shown on the date of the certificate
     furnished pursuant to clause (ii) above, and (D) as to the
     incumbency and specimen signature of each officer executing
     any agreement or any other document delivered in connection
     herewith on behalf of MOXY; (iv) a certificate of a
     Responsible Officer of MOXY as to the incumbency and
     specimen signature of the Secretary or Assistant Secretary
     executing the certificate pursuant to clause (iii) above;
     and (v) such other documents as the Administrative Agent or
     its counsel may reasonably request;

               (e)  The Agents shall have received certificates,
     dated the March 2002 Amendment Effective Date and signed by
     a Responsible Officer of each of the Guarantor and the
     Borrower, confirming compliance on and as of such date with
     the conditions precedent set forth in paragraphs (i) and
     (iii) of Section 6.01 of the Credit Agreement, as amended by
     this Amendment;

               (f)  The Administrative Agent shall have received
     all fees and other amounts due and payable on or prior to
     the March 2002 Amendment Effective Date, including, to the
     extent invoiced, reimbursement or payment of all out-of-
     pocket expenses required to be reimbursed or paid by the
     Borrower hereunder or under any other Loan Document, such
     expenses to include the legal fees of Cravath, Swaine &
     Moore and Lemle and Kelleher, L.L.P., counsel to the Agents;

               (g)  The MOXY Collateral Requirement which is
     required to be satisfied as of the March 2002 Amendment
     Effective Date shall have been satisfied and the MOXY
     Collateral Agent shall have received a completed MOXY
     Perfection Certificate dated the March 2002 Amendment
     Effective Date and signed by a Responsible Officer of each
     of the Borrower, the Guarantor and MOXY, together with all
     attachments contemplated thereby, including the results of a
     search of the Uniform Commercial Code (or equivalent)
     filings made with respect to MOXY in the jurisdictions
     contemplated by the MOXY Perfection Certificate, together
     with copies of the financing statements (or similar
     documents) disclosed by such search, and accompanied by
     evidence reasonably satisfactory to the Collateral Agent
     that the Liens indicated by such financing statements (or
     similar documents) are permitted by the Credit Agreement and
     the MOXY Security Documents or have been released;

               (h)  The Administrative Agent shall have received
     a certificate, duly executed by a Responsible Officer of
     each of the Borrower, the Guarantor and MOXY, stating that
     all amounts outstanding under MOXY's bank credit facilities
     have been repaid in full and that such bank credit
     facilities have been terminated;

               (i)  There shall be no litigation or
     administrative proceedings or other legal or regulatory
     developments, actual or threatened, that, in the reasonable
     judgment of the Lenders, involve a reasonable possibility of
     a Material Adverse Effect or could reasonably be expected to
     restrain, prevent or impose burdensome conditions on the
     satisfaction of the MOXY Collateral Requirement; and

               (j)  MOXY shall have in place insurance with
     reputable insurance companies or associations (or, to the
     extent consistent with prudent business practice, through
     its own program of self-insurance) in such amounts and
     covering such risks as is usually carried by companies in
     similar businesses and owning similar properties in the same
     general areas in which MOXY operates.

          SECTION 4.  Amendment Fee.  The Borrower agrees to pay
to each Lender that executes and delivers a copy of this
Amendment to the Administrative Agent (or its counsel) an
amendment fee in an amount equal to 0.50% of such Lender's
aggregate unused Commitment and outstanding Loans as of the March
2002 Amendment Effective Date (giving effect to the reduction in
Total Commitments on the March 2002 Amendment Effective Date);
provided that the Borrower shall have no liability for any such
amendment fee if this Amendment does not become effective.  Such
amendment fee shall be deemed earned on the March 2002 Amendment
Effective Date and will be payable in cash to each Lender
entitled to receive such fee on the Maturity Date.

          SECTION 5.  Applicable Law.  THIS MARCH 2002 AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.

          SECTION 6.  No Other Amendments.  Except as expressly
set forth herein, this March 2002 Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of,
or otherwise affect the rights and remedies of any party under,
the Credit Agreement or any other Loan Document, nor alter,
modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and
effect.  Nothing herein shall be deemed to entitle the Borrower
to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances.  This March 2002
Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreement specifically referred to
herein.

          SECTION 7.  Counterparts.  This March 2002 Amendment
may be executed in two or more counterparts, each of which shall
constitute an original, but all of which when taken together
shall constitute but one contract.  Delivery of an executed
counterpart of a signature page of this March 2002 Amendment by
facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this March 2002 Amendment.

          SECTION 8.  Headings.  Section headings used herein are
for convenience of reference only, are not part of this March
2002 Amendment and are not to affect the construction of, or to
be taken into consideration in interpreting, this March 2002
Amendment.


          IN WITNESS WHEREOF, the Borrower, the Guarantor and the
undersigned Lenders have caused this March 2002 Amendment to be
duly executed by their duly authorized officers, all as of the
date first above written.

                         FREEPORT-McMoRan SULPHUR LLC,

                         by

Name:
                                        Title:


                         McMoRan EXPLORATION CO., as Guarantor,

                         by

                              Name:
                              Title:


                         JPMORGAN CHASE BANK (formerly known as
The Chase Manhattan Bank), individually
and as Administrative Agent, Documentary
Agent and Collateral Agent,

                         by

                              Name:
                              Title:

                         HIBERNIA NATIONAL BANK,

                         by

                              Name:
                              Title:


                         BANK OF MONTREAL,

                         by

                              Name:
                              Title:



                         THE BANK OF NOVA SCOTIA,

                         by

                              Name:
                              Title:


                         THE BANK OF TOKYO-MITSUBISHI, LTD.,HOUSTON AGENCY,

                         by

                              Name:
                              Title:


                         THE FUJI BANK, LIMITED,

                         by

                              Name:
                              Title:


                         GE CAPITAL CFE, INC.,

                         by

                              Name:
                              Title:


                         BANK ONE, NA (f/k/a Bank One Louisiana,NA),

                         by

                              Name:
                              Title: