Exhibit 10.24


                 SECOND AMENDMENT AND SUPPLEMENT
            TO AMENDED AND RESTATED CREDIT AGREEMENT


     THIS SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED
CREDIT  AGREEMENT (this "Second Amendment") is made  and  entered
into as of the 9th day of November, 2001 (the "Effective Date"),
among McMoRan OIL & GAS LLC (successor by merger with McMoRan Oil
&  Gas  Co.),  a Delaware limited liability company ("Borrower");
THE  CHASE MANHATTAN BANK (formerly Chase Bank of Texas, National
Association  and hereinafter called "Chase"), as agent  (in  such
capacity,  the  "Agent") for each of the lenders (the  "Lenders")
that  is  a  signatory  or  which  becomes  a  signatory  to  the
hereinafter defined Credit Agreement; and the Lenders.

                        R E C I T A L S:

     A.   On June 15, 2000, the Borrower, the Lenders and the Agent
entered  into  a  certain Amended and Restated  Credit  Agreement
(excluding   Annex  I,  as  hereinafter  defined,   the   "Credit
Agreement")  whereby,  upon  the  terms  and  conditions  therein
stated,  the Lenders agreed to make certain Tranche A  Loans  (as
such  term is defined in the Credit Agreement) and extend certain
credit to the Borrower.

B.   On June 15, 2000, the Borrower, the Lenders and the Agent
entered into Annex I to the Credit Agreement ("Annex I"), whereby
the Lenders agreed to make certain Tranche B Loans (as such term
is defined in Annex I) and extend certain credit to the Borrower

C.   Bank of Montreal and Fleet National Bank are withdrawing as
Lenders under the Tranche A Credit Facility (as such term is
defined in the Credit Agreement), but will remain as Tranche B
Lenders under Annex I.

D.   In view of the foregoing, the Borrower, the Lenders and the
Agent mutually desire to amend certain aspects of the Credit
Agreement to, among other things, (i) reflect the departure of
Bank of Montreal and Fleet National Bank as Lenders under the
Tranche A Credit Facility, (ii) adjust the Aggregate Maximum
Tranche A Credit Amount (as defined in the Credit Agreement) and
restate Schedule I attached to the Credit Agreement and (iii) set
the amount of the Borrowing Base (as defined in the Credit
Agreement) to be in effect from the Effective Date until the next
redetermination of the Borrowing Base pursuant to the provisions
of the Credit Agreement.

     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 Second Amendment,
the terms   "Agent",  "Annex  I",  "Borrower",  "Credit   Agreement",
"Effective Date", "Second 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 Second  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 "Aggregate Maximum Tranche A Credit Amount" is
hereby amended in its entirety to read as follows:
               "'Aggregate Maximum Tranche A Credit  Amount'
     at  any time shall equal the sum of the Maximum Tranche
     A  Credit Amounts of the Lenders ($11,250,000), as  the
     same may be reduced pursuant to Section 2.03(b)."

          (c)  The term "Maximum Tranche A Credit Amount" is hereby
amended in its entirety to read as follows:

               "'Maximum  Tranche  A  Credit  Amount'  shall
     mean,  as  to each Lender and subject to the limitation
     set  forth in Section 2.03 hereof, the amount set forth
     opposite  such Lender's name on Schedule I attached  to
     the Second Amendment under the caption "Maximum Tranche
     A  Credit Amounts" (as the same may be reduced pursuant
     to Section 2.03(b) hereof pro rata to each Lender based
     on its Percentage Share), as modified from time to time
     to   reflect  any  assignments  permitted  by   Section
     12.06(b)."

          (d)  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 25, 2002."

          2.2. Additional Defined Terms.  Section 1.02 of the Credit
Agreement  is hereby further amended and supplemented  by  adding
the  following new definitions, which read in their  entirety  as
follows:

               "'Effective  Date  of the  Second  Amendment'
     shall mean November 9, 2001."

               "'Second  Amendment' shall mean that  certain
     Second Amendment and Supplement to Amended and Restated
     Credit Agreement dated as of November 9, 2001,  among
     the Borrower, the Lenders and the Agent."

          2.3. Section 2.01(d).  Subsection (d) of Section 2.01 is
hereby deleted in its entirety.

          2.4. Changes of Commitments. Section 2.03 of the Credit
Agreement is hereby amended and supplemented by adding thereto a new
subsection (c) , reading in its entirety as follows:
               "(c) From and after the Effective Date of the
     Second  Amendment, Bank of Montreal and Fleet  National
     Bank  will  no  longer be Lenders under the  Tranche  A
     Credit  Facility or any of the Tranche A Loan Documents
     (except  for  Annex I).  As a result, Bank of  Montreal
     and Fleet National Bank shall no longer have any rights
     or obligations under this Agreement with respect to the
     Tranche A Credit Facility or the other Tranche  A  Loan
     Documents  (except  for  Annex I),  except  that  their
     rights and/or obligations under Sections 4.06(c), 12.03
     and  Annex I shall not be affected.  By signing  below,
     Bank  of Montreal and Fleet National Bank agree to  the
     provisions of this Section 2.03(c)."

          2.5. Borrowing Base.  Section 2.08 of the Credit Agreement is
hereby amended as follows:

          (a)  The first full sentence of Section 2.08(a) is hereby amended
in its entirety to read as follows:

               "During   the  period  from  and  after   the
     Effective Date of the Second Amendment until  the  next
     scheduled  redetermination of  the  Borrowing  Base  in
     accordance  with this Section 2.08, the amount  of  the
     Borrowing Base shall be $11,250,000."

          (b)  The last full sentence of Section 2.08(f) is hereby amended
in its entirety to read as follows:

               "During the period from the Effective Date of
     the   Second  Amendment  to,  but  not  including,  the
     effective date of the next designation of the Borrowing
     Base  in  accordance  with this  Section  2.08(f),  the
     amount of the Borrowing Base shall be $11,250,000."

          2.6. Assignments and Participations.  Notwithstanding anything to
the  contrary  contained in the Credit Agreement,  including  the
provisions of Section 12.06 thereof, each of Bank of Montreal and
Fleet  National  Bank shall be and hereby is permitted  to  cease
being  a  Lender  under the Credit Agreement but shall  remain  a
Tranche B Lender under Annex I.

          2.7. Schedule I.  Schedule I attached to the Credit
Agreement is hereby amended in its entirety to read as Schedule I
attached to this Second Amendment.  From and after the Effective Date,
all references in the Credit Agreement to Schedule I shall be
references to Schedule I attached to this Second Amendment.

     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
Second   Amendment  shall  be  conditioned  upon  the   following
conditions precedent:

          (a)  The Agent shall have received a copy of this Second
Amendment, duly completed and executed by the Borrower  and  each
of  the  Lenders  (including Bank of Montreal and Fleet  National
Bank);

          (b)  The Agent shall have received Tranche A Security
Instruments, duly executed and otherwise being in form and
substance satisfactory to the Agent, granting a Lien in favor of
the Agent upon the Oil and Gas Properties described on Exhibit A
attached hereto;

          (c)  The Agent shall have received the consent of Halliburton
Company, as Guarantor under the Tranche B Credit Facility, to the
terms, provisions and conditions of this Second Amendment or a
letter from Halliburton Company that its consent is not required;
(d)  All legal fees due and payable to Vinson & Elkins L.L.P.,
counsel to the Agent, incurred in connection with the Credit
Agreement, Annex I thereto, this Second Amendment and the
transactions contemplated hereby shall have been paid; and
(e)  The Agent shall have received such other information,
documents or instruments as it or its counsel may reasonably
request.

    4.   Release.

          (a)  Each of the Credit Parties desires and intends fully to
compromise,  release  and  settle any and  all  of  the  Released
Claims;   and  each  of  the  Credit  Parties  hereby  covenants,
warrants  and represents unto each of the Departing Lenders  that
such Credit Party does hereby FOREVER RELEASE, ACQUIT, WAIVE  AND
DISCHARGE each of the Departing Lenders of and from the  Released
Claims  and each of the Credit Parties hereby declares  the  same
FOREVER  RELEASED,  ACQUITTED, WAIVED,  SETTLED  AND  DISCHARGED.
This  release  is  effective without regard to whether  (i)  such
Released Claims are known or unknown, (ii) damages arising out of
such Released Claims have yet accrued, (iii) such Released Claims
arose  collaterally, directly, derivatively or otherwise  between
the  parties  hereto or (iv) an ordinary person in  the  same  or
similar circumstances would or would not, through the exercise of
due  care, have discovered such claims by the date of this Second
Amendment.

          (b)  Each of the Departing Lenders desires and intends
fully to compromise, release and settle any and all of the Released
Claims;  and each of the Departing Lenders hereby covenants,
warrants and represents unto each of the Credit Parties that such
Departing Lender does hereby FOREVER RELEASE, ACQUIT, WAIVE AND
DISCHARGE each of the Credit Parties of and from the Released
Claims and each of the Departing Lenders hereby declares the same
FOREVER RELEASED, ACQUITTED, WAIVED, SETTLED AND DISCHARGED.
This release is effective without regard to whether (i) such
Released Claims are known or unknown, (ii) damages arising out of
such Released Claims have yet accrued, (iii) such Released Claims
arose collaterally, directly, derivatively or otherwise between
the parties hereto or (iv) an ordinary person in the same or
similar circumstances would or would not, through the exercise of
due care, have discovered such claims by the date of this Second
Amendment.
In connection with each release granted in this Section 4:

          (c)  Each of the Borrower, the Agent, Chase, Hibernia National
Bank,  Fleet  National Bank and Bank of Montreal  represents  and
warrants that it has the full power and authority to perform  the
release  granted by it in this Section 4 and it has  not  in  any
manner  made  any assignment of any Released Claim to  any  third
party.

          (d)  The release granted in this Section 4 by each of the
parties hereto will be effective upon the execution of this Second
Amendment by such party.

          (e)  Each party executing this Second Amendment understands
and agrees that each release granted in this Section 4 is a full,
final and complete release of the Released Claims and that each
such release may be pleaded as an absolute and final bar to any
or all suits which may hereafter be filed or prosecuted by any
one or more of the Credit Parties or the Departing Lenders, as
the case may be, or anyone claiming by, through or under any one
or more of the Credit Parties or the Departing Lenders, as the
case may be, in respect of any of the matters released hereby,
and that no recovery on account of the Released Claims may
hereafter be had from any of the Credit Parties or the Departing
Lenders, as the case may be; and that the consideration given for
each such release is not an admission of liability or fault on
the part of any of the Credit Parties or the Departing Lenders,
as the case may be (it being the express intent of the parties
hereto to obtain peace of mind and avoid the expense and
uncertainty of potential litigation), and that none of the Credit
Parties or the Departing Lenders, as the case may be, or those
claiming by, through or under any of them will ever claim that it
is .

            (f)  The parties hereto acknowledge that each release
granted by this Section 4: (i) does not have any effect with respect
to obligations and relationships between or among the Borrower, the
Agent, Chase, Hibernia National Bank, Fleet National Bank and
Bank of Montreal under Annex I, and (ii) does not have any effect
with respect to obligations and relationships between or among
the Borrower, the Agent, Chase and Hibernia National Bank under
the Credit Agreement.
     As  used  in this Section 4, the following terms shall  have
the following meanings:

     "Tranche A Credit Facility Lending Relationship"  shall
     refer  to the Tranche A Credit Facility, together  with
     any and all negotiations, discussions, acts, omissions,
     renewals,  extensions and other agreements  related  to
     the Tranche A Credit Facility, the parties' obligations
     thereunder  and the transactions contemplated  thereby,
     including,  without limitation, any such  negotiations,
     discussions,  acts,  omissions,  renewals,  extensions,
     other agreements, or events that may occur on the  date
     hereof  and the instruments and documents executed  and
     delivered  in  connection herewith or relating  hereto,
     expressly excluding Annex I.

     "Released  Claims"  shall  mean  any  and  all   claims
     (including without limitation any liabilities, damages,
     demands   and  causes  of  action  arising  therefrom),
     whether  (a)  at law or in equity, (b) on  the  alleged
     commission  of  a tort, (c) on the alleged  breach  (or
     anticipatory  breach or repudiation) of  any  contract,
     duty, or warranty (whether oral or written, express  or
     implied), (d) on the alleged violation of any  statute,
     tariff,  or  regulation  (whether  promulgated  by  the
     United States , any state thereof, any foreign state or
     country,  or any other governmental agency  or  entity,
     wherever  located), or (e) on any other factual,  legal
     or equitable theory, including, without limitation, any
     claim for damages of any type or nature, for injunctive
     or  other relief, for attorneys fees, interest  or  any
     other  liability  whatsoever on any  theory,  including
     without   limitation  any  loss,  cost  or  damage   in
     connection  with  or  based upon "lender  liability"  ,
     unfair  dealing,  duress, coercion,  control  or  undue
     influence, extortion or commercial bribery,  breach  of
     an  implied  covenant or duty of good  faith  and  fair
     dealing,   material  misrepresentation   or   omission,
     overreaching, unconscionability, conflict of  interest,
     bad  faith, malpractice, disparate bargaining position,
     detrimental reliance, promissory estoppel, estoppel  by
     deed,  waiver,  laches, or any other equitable  theory,
     equitable  subordination, breach of fiduciary  duty  or
     any  other duty, or tortious inducement to commit  such
     breach,   tortious   interference  with   contract   or
     prospective  business relations, negligent  performance
     of   contractual  obligations,  or  other  theories  of
     negligence,  negligent  or  intentional  infliction  of
     emotional  distress, slander, liable, other defamation,
     fraudulent  transfer,  conversion,  trespass   to   (or
     clouding  the title to) property, usury, violations  of
     the Racketeer Influenced and Corrupt Organizations Act,
     deceptive trade practices, conspiracy, or any theory of
     liability  as  partners or joint  venturers,  that  any
     Credit Party may have as of the date hereof against any
     Departing  Lender  in  each  case  described  in   this
     definition, only with respect to the Tranche  A  Credit
     Facility  Lending Relationship, or that  any  Departing
     Lender  may  have  as  of the date hereof  against  any
     Credit Party in each case described in this definition,
     only  with  respect  to the Tranche A  Credit  Facility
     Lending Relationship.

     "Departing Lender" shall mean each of Bank of  Montreal
     and   Fleet   National  Bank,  and   their   respective
     predecessors, successors, assigns, directors, officers,
     partners, employees, agents, attorneys, principals  and
     Affiliates and all other Persons liable or who might be
     claimed to be liable on behalf of any Departing  Lender
     (collectively, the "Departing Lenders").

     "Credit  Party"  shall mean each of the  Borrower;  the
     Agent;  Chase;  Hibernia National Bank; Fleet  National
     Bank,  with  respect to Bank of Montreal; and  Bank  of
     Montreal,  with  respect to Fleet  National  Bank,  and
     their  respective  predecessors,  successors,  assigns,
     directors,   officers,  partners,  employees,   agents,
     attorneys,  principals  and Affiliates  and  all  other
     Persons  who  might have a claim against any  Departing
     Lender (collectively, the "Credit Parties").

     5.   Bank of Montreal and Fleet National Bank each hereby agree
to return to the Borrower their respective Tranche A Note, marked
"canceled,"  as soon as practicable following the Effective  Date
of this Second Amendment.

     6.   Default.  Any default under this Second Amendment shall
constitute a default under the Credit Agreement.

     7.   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
Second Amendment.

     8.   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.

     9.   Counterparts.  This Second 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.

   10.  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 Second Amendment.
     THIS  SECOND  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  Second  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:

                              THE CHASE MANHATTAN BANK,
                              Individually and as Agent


                              By:
                                 -------------------------
                              Name:
                              Title:



                              HIBERNIA NATIONAL BANK


                              By:
                                 --------------------------
                              Name:
                              Title:



                              DEPARTING LENDERS:

                              BANK OF MONTREAL


                              By:
                                 ----------------------------
                              Name:
                              Title:




                              FLEET NATIONAL BANK


                              By:
                                 ----------------------------
                              Name:
                              Title:


                           SCHEDULE I


            LIST OF MAXIMUM TRANCHE A CREDIT AMOUNTS



                                            Maximum Tranche A
   Name of Lender      Percentage Share       Credit Amount

The Chase Manhattan       66.666667%            $7,500,000
Bank

Hibernia National         33.333333%            $3,750,000
Bank
--------------------   ----------------     ----------------
       Total                 100%              $11,250,000