UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No.
2)



[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

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 001-07791





McMoRan Exploration Co.

(Exact name of registrant as specified in its charter)



Delaware

72-1424200

(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

Title of each class

on which registered



Common Stock, Par Value $0.01 Per Share

New York Stock Exchange

Preferred Stock Purchase Rights

New York Stock Exchange

6% Convertible Senior Notes due 2008

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]



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes [X]       No [  ]





The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $126,573,000 on March 1, 2004, and was approximately $103,878,000 on June 30, 2003.



On March 1, 2004, there were issued and outstanding 17,094,333 shares of the registrant's Common Stock, par value $0.01 per share, and on June 30, 2003 there were issued and outstanding 16,696,476 shares.



DOCUMENTS INCORPORATED BY REFERENCE



None







EXPLANATORY NOTE



The purpose of this Amendment No.
2 to the Annual Report on Form 10-K of McMoRan Exploration Co. for the year ended December 31, 2003 (the Original Form 10-K) is solely to
amend Item 9A. The remainder of the Original Form 10-K is unchanged and is not reproduced in this Amendment No.
2.



This Amendment No.
2 continues to reflect circumstances as of the date of the Original Form 10-K and does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures in any way.





Item 9A.  Controls and Procedures



(a)  Evaluation of disclosure controls and procedures.  Our chief executive officer and chief financial officer, with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of
the end of the period covered by this annual report on Form 10-K.  Based on their evaluation, they have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to McMoRan (including our consolidated subsidiaries) required to be disclosed in our periodic SEC filings.



(b)  Changes in internal controls.  There
has been no change in our internal control over financial reporting that
occurred during the fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect our internal control over financial
reporting.













SIGNATURE

------------------



Pursuant to the requirements 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.



McMoRan Exploration Co.





By:  /s/ C. Donald Whitmire, Jr.

------------------------------------

C. Donald Whitmire, Jr.

Vice President & Controller 

Financial Reporting

(authorized signatory and

Principal Accounting Officer)



March 21,
2005











McMoRan Exploration Co.

Exhibit Index



Exhibit

Number

|31.1 | Certification of Principal Executive Officer pursuant to Rule 13a14(a)/15d-14(a).
|---- | ----------------------------------------------------------------------------------
|     |                                                                                   
|31.2 | Certification of Principal Financial Officer pursuant to Rule 13a14(a)/15d-14(a).
|     |                                                                                   
|32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.  
|     |                                                                                   
|32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.