Exhibit 10.38

                     McMoRan EXPLORATION CO.
                      2002 STOCK BONUS PLAN


                            SECTION 1

     Purpose.  The purpose of the McMoRan Exploration Co. 2002
Stock Bonus Plan (the "Plan") is to motivate and reward certain
consultants, advisors, and other service providers by giving them
a proprietary interest in the Company's continued success.

                            SECTION 2

     Definitions.  As used in the Plan, the following terms shall
have the meanings set forth below:

     "Award" shall mean an award of Shares pursuant to the Plan.

     "Board" shall mean the Board of Directors of McMoRan
Exploration Co. or any committee thereof.

     "Company" shall mean McMoRan Exploration Co.

     "Eligible Recipient" shall mean any individual providing
services to the Company or a Subsidiary as a consultant or an
advisor, or as an employee, partner or other associate of an
entity rendering any such services, who devotes the majority of
his or her working time to such services to the Company or a
Subsidiary.

     "Participant" shall mean any Eligible Recipient granted an
Award under the Plan.

     "SEC" shall mean the Securities and Exchange Commission,
including the staff thereof, or any successor thereto.

     "Shares" shall mean the shares of common stock, par value
$0.01 per share, of McMoRan Exploration Co. (including any
attached Preferred Stock Purchase Rights), and such other
securities of the Company or a Subsidiary as the Board may from
time to time designate.

     "Subsidiary" shall mean (i) any corporation or other entity
in which the Company possesses directly or indirectly equity
interests representing at least 50% of the total ordinary voting
power or at least 50% of the total value of all classes of equity
interests of such corporation or other entity and (ii) any other
entity in which the Company has a direct or indirect economic
interest that is designated as a Subsidiary by the Board.

                            SECTION 3

     Administration.  The Plan shall generally be administered by
the Board.  Subject to the terms of the Plan and applicable law,
and in addition to other express powers and authorizations
conferred on the Board by the Plan, the Board shall have full
power and authority to:  (i) designate Participants; (ii)
determine the number of Shares to be covered by Awards; (iii)
determine the terms and conditions of any Award; (iv) interpret
and administer the Plan; (v) establish, amend, suspend or waive
such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and
(vi) make any other determination and take any other action that
the Board deems necessary or desirable for the administration of
the Plan.  In addition to the authority conferred upon the Board
herein, the Co-Chairmen of the Board shall have the authority
provided in Section 8(c).

                            SECTION 4

     Eligibility.  Any Eligible Recipient who is not a member of
the Board shall be eligible to be granted an Award.

                            SECTION 5

     (a)  Shares Available for Awards.  Subject to adjustment as
provided in Section 5(b):

          (i)  Calculation of Number of Shares Available.  The number of
Shares with respect to which Awards may be granted under the Plan
shall be 300,000.

          (ii) Sources of Shares Deliverable Under Awards.  Any Shares
delivered pursuant to an Award may consist of authorized and
unissued Shares or of treasury Shares, including Shares held by
the Company or a Subsidiary and acquired in the open market or
otherwise obtained by the Company or a Subsidiary.  The issuance
of Shares may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules
of any stock exchange.

          (iii)     Use of Shares.  Subject to the terms of the Plan and
the overall limitation on the number of Shares that may be
delivered under the Plan, the Board may use available Shares as
the form of payment for compensation, grants or rights earned or
due under any other compensation plans or arrangements of the
Company or a Subsidiary and the plans or arrangements of the
Company or a Subsidiary assumed in business combinations.

     (b)  Adjustments.  In the event that the Board determines that
any dividend or other distribution (whether in the form of cash,
Shares, Subsidiary securities, other securities or other
property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities
of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an
adjustment is determined by the Board to be appropriate to
prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the
Board may, in its sole discretion and in such manner as it may
deem equitable, adjust the number and type of Shares (or other
securities or property) with respect to which Awards may be
granted.

                            SECTION 6

     Awards.  The Board shall periodically select Eligible
Recipients for Awards under the Plan, which Awards shall be
commensurate in value to the services provided to the Company or
a Subsidiary by the respective Eligible Recipients.  The
selection of Participants, the number of Shares awarded to
Participants and the timing of Awards shall be at the Board's
sole discretion.

                            SECTION 7

     Amendments to the Plan.  The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, provided
that no amendment shall be made without stockholder approval if
such approval is necessary to comply with any tax or regulatory
requirement with which the Board deems it necessary or desirable
for the Company or the Plan to comply.

                            SECTION 8

     (a)  Withholding.  A Participant may be required to pay to the
Company, and the Company shall have the right to deduct from all
amounts paid to a Participant (whether under the Plan or
otherwise), all taxes required by law to be paid or withheld in
respect of Awards hereunder to such Participant, if any.

     (b)  Share Certificates.  All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Board may deem advisable under the
Plan or the rules, regulations, and other requirements of the
SEC, any stock exchange upon which such Shares or other
securities are then listed, and any applicable federal or state
laws, and the Board may cause a legend or legends to be put on
any such certificates to make appropriate reference to such
restrictions or any restrictions pursuant to Section 8(c) below.

     (c)  Restrictions.  In addition to the general authority granted
to the Board in Section 8(b) above, the Co-Chairmen of the Board,
or either one of them acting alone, shall have the authority to
require that (i) any Award under the Plan shall be subject to
restrictions limiting the transferability of the Shares delivered
pursuant to the Award, or (ii) the Shares delivered pursuant to
an Award be subject to a vesting schedule.  The specific terms of
any such restriction or vesting schedule shall be determined by
the Co-Chairmen, or either of them, in their or his sole
discretion.

    (d)  No Limit on other Compensation Arrangements.  Nothing
contained in the Plan shall prevent the Company from adopting or
continuing in effect other compensation arrangements, which may,
but need not, provide for the grant of Shares.

    (e)  No Right to Employment.  The grant of an Award shall not be
construed as giving a Participant the right to continue to be
retained or engaged by the Company or any Subsidiary or in the
employ of any other entity providing services to the Company or a
Subsidiary.

    (f)  Governing Law.  The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan shall
be determined in accordance with the laws of the State of
Delaware.

    (g)  Severability.  If any provision of the Plan is or becomes or
is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or Award, or would disqualify
the Plan or otherwise subject the Company to penalty or
disadvantage under any law deemed applicable by the board, such
provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Board, materially altering
the intent of the Plan, such provision shall be stricken as to
such jurisdiction, person or Award and the remainder of the Plan
shall remain in full force and effect.

   (h)  Consideration for Shares.  The Board shall require
Participants to pay or render such consideration for any Shares
awarded hereunder as is required by Delaware law.

  (i)  Effective Date of the Plan.  The Plan shall be effective as
of the date of its approval by the Board.