Exhibit 10.36

                 THIRD AMENDMENT AND SUPPLEMENT
            TO AMENDED AND RESTATED CREDIT AGREEMENT


     THIS  THIRD AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED
CREDIT  AGREEMENT  (this "Third Amendment") is made  and  entered
into  as of the 25th day of January, 2002, to be effective as  of
the  date all conditions precedent set forth in Section 3  hereof
have  been satisfied (the "Effective Date"), among McMoRan OIL  &
GAS  LLC  (successor by merger with McMoRan Oil  &  Gas  Co.),  a
Delaware  limited liability company ("Borrower"); JPMORGAN  CHASE
BANK, successor in interest to The Chase Manhattan Bank (formerly
Chase  Bank  of Texas, National Association), as agent  (in  such
capacity,  the  "Agent")  for each  of  the  lenders  that  is  a
signatory or which becomes a signatory to the hereinafter defined
Credit  Agreement other than Bank of Montreal and Fleet  National
Bank,  who have withdrawn as lenders under the "Tranche A  Credit
Facility"  (as defined in the Credit Agreement) pursuant  to  the
Second  Amendment (as defined in the Credit Agreement)  effective
November 9, 2001 (the "Lenders"); and the Lenders.

                        R E C I T A L S:

     A.   The Borrower, the Lenders, Bank of Montreal, Fleet National
Bank  and  the Agent entered into a certain Amended and  Restated
Credit Agreement dated as of June 15, 2000 (as heretofore amended
from  time  to time, the "Credit Agreement"), whereby,  upon  the
terms  and  conditions  therein  stated,  the  Lenders,  Bank  of
Montreal  and Fleet National Bank agreed to make certain "Tranche
A  Loans"  (as such term is defined in the Credit Agreement)  and
extend certain credit to the Borrower.

B.   The Borrower has requested that the Lenders extend the
"Termination Date" (as defined in the Credit Agreement) from
January 25, 2002 to February 28, 2002, and the Lenders have
agreed to such extension subject to the terms and conditions
contained herein.

     NOW, THEREFORE, in consideration of the mutual covenants and
agreements  herein contained, the Borrower, the Lenders  and  the
Agent hereby agree that the Credit Agreement shall be amended  as
follows:

     1.   Certain Definitions.


          1.1. Terms Defined Above.  As used in this Third Amendment, the
terms  "Agent", "Borrower", "Credit Agreement", "Effective Date",
"Third Amendment" and "Lenders" shall have the meanings indicated
above.

1.2. Terms Defined in Credit Agreement.  Unless otherwise defined
herein, all terms beginning with a capital letter which are
defined in the Credit Agreement shall have the same meanings
herein as therein unless the context hereof otherwise requires.

     2.   Amendments to Credit Agreement.

          2.1. Defined Terms.  The following terms defined in Section 1.02
of the Credit Agreement are hereby amended as follows:

          (a)  The term "Agreement" is hereby amended to mean the Credit
Agreement,  as  amended and supplemented by this Third  Amendment
and  as  the  same  may from time to time be further  amended  or
supplemented, which shall include, inter alia, Annex  I  thereto,
as the same may from time to time be amended or supplemented.

(b)  The term "Termination Date" is hereby amended in its
entirety to read as follows:

               "'Termination  Date' shall mean,  unless  the
     Tranche A Commitments are sooner terminated pursuant to
     Sections  2.03(b)  or 10.02 hereof, January  28,  2002;
     provided,  however,  if  the  Agent  receives  a   duly
     executed  and  completed copy of that certain  Purchase
     and Sale Agreement between Halliburton Energy Services,
     Inc.  ("HES") and the Borrower, pursuant to  which  the
     Borrower  has  agreed to sell and  HES  has  agreed  to
     purchase   certain   Oil  and   Gas   Properties   more
     particularly   described  therein,   which   shall   be
     effective  and  shall  be  substantially  in  the  form
     approved  by  the Board of Directors of HES,  then  the
     Termination Date shall be February 28, 2002, unless the
     Tranche A Commitments are sooner terminated pursuant to
     Section 2.03(b) or 10.02 hereof."

          2.2. Additional Defined Term.  Section 1.02 of the Credit
Agreement  is hereby further amended and supplemented  by  adding
the  following  new definition, which reads in  its  entirety  as
follows:

               "'Third  Amendment' shall mean  that  certain
     Third  Amendment and Supplement to Amended and Restated
     Credit  Agreement dated as of January 25,  2002,  among
     the Borrower, the Lenders and the Agent."

     3.   Conditions Precedent.  In addition to all other applicable
conditions  precedent  contained in  the  Credit  Agreement,  the
obligation of the Lenders and the Agent to enter into this  Third
Amendment  shall  be  conditioned upon the  following  conditions
precedent:

          (a)  The Agent shall have received a copy of this Third
Amendment, duly completed and executed by the Borrower; and

(b)  The Agent shall have received such other information,
documents or instruments as it or its counsel may reasonably
request.
     4.    Default.  Any default under this Third Amendment shall
constitute a default under the Credit Agreement.

5.   Representations and Warranties.  The Borrower represents and
warrants to the Lenders and the Agent that:
          (a)  there exists no Default or Event of Default, or any
condition  or act which constitutes, or with notice or  lapse  of
time  or  both  would constitute, an Event of Default  under  the
Credit Agreement, as hereby amended and supplemented;

(b)  the Borrower has performed and complied with all covenants,
agreements and conditions contained in the Credit Agreement, as
hereby amended and supplemented, required to be performed or
complied with by it; and
(c)  the representations and warranties of the Borrower contained
in the Credit Agreement, as hereby amended and supplemented, were
true and correct when made, and are true and correct in all
material respects at and as of the time of delivery of this Third
Amendment.

6.   Extent of Amendments.  Except as expressly herein set forth,
all   of   the   terms,  conditions,  defined  terms,  covenants,
representations,  warranties  and all  other  provisions  of  the
Credit  Agreement (including Annex I thereto) are herein ratified
and confirmed and shall remain in full force and effect.

7.   Counterparts.  This Third Amendment may be executed in two
or more counterparts, and it shall not be necessary that the
signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original,
but all of which together shall constitute one and same
instrument.

8.   References.  On and after the Effective Date hereof, the
terms "Agreement", "hereof", "herein", "hereunder", and terms of
like import when used in the Credit Agreement shall, except where
the context otherwise requires, refer to the Credit Agreement, as
amended and supplemented by this Third Amendment.

     THIS  THIRD  AMENDMENT,  THE CREDIT  AGREEMENT,  AS  AMENDED
HEREBY,  THE  TRANCHE  A  NOTES AND  THE  OTHER  TRANCHE  A  LOAN
DOCUMENTS  REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES  AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     This  Third  Amendment shall benefit and  bind  the  parties
hereto,  as  well as their respective assigns, successors,  heirs
and legal representatives.


              [SIGNATURES ON THE FOLLOWING PAGE]

     EXECUTED as of the date first above written.

                              BORROWER:

                              McMoRan OIL & GAS LLC


                              By:
                              Name:

                              Title:


                              LENDERS AND AGENT:

                              JPMORGAN CHASE BANK, successorin interest to
                              The Chase Manhattan Bank, Individually and
                                as Agent


                              By:
                              Name:

                              Title:



                              HIBERNIA NATIONAL BANK


                              By:
                              Name:

                              Title: