Exhibit 4.3


                         Amendment No. 1
           to Stockholder Protection Rights Agreement
                               of
                  Freeport-McMoRan Sulphur Inc.

     This Amendment No.  1 (the "Amendment")  to the  Stockholder
Protection Rights Agreement between Freeport-McMoRan Sulphur Inc.
(the "Company") and  Mellon Securities Trust  Company, as  Rights
Agent (the "Rights Agent"), dated as of December 17, 1997 by  and
between the Company and the Rights Agent (the "Rights Agreement")
is dated and effective as of August 1, 1998.

                       W I T N E S S E T H

     WHEREAS, Section  5.4 of  the  Rights Agreement  grants  the
Board of  Directors  of  the  Company  the  exclusive  power  and
authority to amend the Rights Agreement;

     WHEREAS, the Company intends to enter into an Agreement  and
Plan of Mergers ("Merger Agreement") with  McMoRan Oil & Gas  Co.
("MOXY"), McMoRan  Exploration Co.  ("Parent"), and MOXY LLC  and
Brimstone LLC, (collectively, the  "Merger Subs"), both  Delaware
limited liability companies wholly owned by the Parent.

     WHEREAS, the Company's Board  of Directors desires to  amend
the Rights Agreement to permit MOXY, the Parent, the Merger Subs,
and the Company  to enter  into and  consummate the  transactions
contemplated by  the  Merger  Agreement  without  triggering  the
rights under the Rights Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  covenants  and
agreements contained herein, the parties agree as follows:

     1.   The last  sentence  of  the  definition  of  "Acquiring
Person" in Section 1.1 of the Rights Agreement is hereby  amended
and restated so that said sentence shall read in its entirety  as
follows:

          In addition, none  of (i)  the Company,  (ii)
          any wholly-owned Subsidiary  of the  Company,
          (iii)  any  employee  benefit  plan  of   the
          Company, or  (iv) McMoRan  Oil &  Gas Co.,  a
          Delaware  corporation,  McMoRan   Exploration
          Co., a  Delaware  corporation,  MOXY  LLC,  a
          Delaware  limited   liability  company,   and
          Brimstone LLC, a  Delaware limited  liability
          company, and  their respective  Subsidiaries,
          Affiliates,   and   Associates   (hereinafter
          collectively the  "MOXY  Parties")  shall  be
          deemed to be an Acquiring Person.

     2.   The definition of the "Beneficial Owner," and  to  have
"Beneficial Ownership" of, and  to "Beneficially Own" in  Section
1.1 of  the  Rights Agreement  is  hereby amended  by  adding  an
additional paragraph  at the  end of  the definition  reading  as
follows:

          Notwithstanding anything  in this  definition
          of  the  "Beneficial  Owner,"  and  to   have
          "Beneficial    Ownership"    of,    and    to
          "Beneficially Own" to  the contrary, none  of
          the MOXY  Parties,  as defined  in  the  last
          sentence  of  the  definition  of  "Acquiring
          Person", shall be deemed to be the Beneficial
          Owner of,  nor to  have Beneficial  Ownership
          of, nor to Beneficially Own any Common  Stock
          solely by reason  of the approval,  execution
          or delivery  by  any  party  thereto,  or  by
          reason of the  amendment or consummation  of,
          an Agreement and Plan of Mergers by and among
          the Company and the MOXY Parties dated August
          1, 1998 (the "MOXY Merger Agreement").

     3.   Section 5.2 of the  Rights Agreement is hereby  amended
so as to read in its entirety as follows:

          5.2  Expiration.     The  Rights   and   this
          Agreement shall expire at the earlier of  (a)
          the  Effective  Date   of  the  MOXY   Merger
          Agreement, as  defined in  the definition  of
          "Beneficial Owner," and  to have  "Beneficial
          Ownership" of, and  to "Beneficially Own"  in
          Section 1.1  hereof,  or (b)  the  Expiration
          Time and  no  Person shall  have  any  rights
          pursuant to this Agreement or any Right after
          such date, except in the case of clause  (b),
          if the Rights are  exchanged or redeemed,  as
          provided in Section  3.1(c), 3.1(d),  3.1(e),
          3.2 or 5.1 hereof.

     4.   The Rights  Agreement   is  hereby further  amended  by
adding at the end a new Section 5.19 reading as follows:

          5.19  MOXY Merger Agreement.  Notwithstanding
          anything in this  Agreement to the  contrary,
          none of  the approval,  execution,  delivery,
          amendment, or consummation of the MOXY Merger
          Agreement, as defined in  the definition of  
          "Beneficial Owner," and  to have  "Beneficial
          Ownership" of and  to "Beneficially Own,"  or
          the transactions contemplated  thereby or  in
          connection therewith, shall cause (a) any  of
          the  MOXY   Parties,   as  defined   in   the
          definition of "Acquiring  Person", to  become
          an Acquiring Person, (b) a Stock  Acquisition
          Date to occur,  or (c) a  Separation Time  to
          occur.   Any Separation  Time that  might  or
          could otherwise  occur  related to  the  MOXY
          Merger   Agreement   or   the    transactions
          contemplated   thereby   or   in   connection
          therewith  under  this  Agreement  shall   be
          indefinitely deferred until such time as  the
          Board of Directors may otherwise determine.

     5.   All capitalized  terms used  herein but  not  otherwise
defined herein shall have  the meanings ascribed  to them in  the
Rights Agreement.

     6.   Except as specifically amended  by this Amendment,  the
Rights Agreement shall remain in full force and effect.

     7.   Any  reference  to  "this  Agreement"  or  "the  Rights
Agreement" shall  be  deemed to  be  a reference  to  the  Rights
Agreement as amended hereby.

     8.   This Amendment,  all  rights hereunder  and  provisions
hereof, shall be governed by,  and construed in accordance  with,
the laws  of  the State  of  Delaware without  giving  effect  to
principles of conflict of laws.

     9.   This Amendment may be executed by the parties in one or
more counterparts, all of which shall be deemed an original,  but
all of which  taken together shall  constitute one  and the  same
instrument.

     IN WITNESS WHEREOF,  the parties hereto  have duly  executed
this Amendment  effective as  of the  day  and year  first  above
written.

                              Freeport-McMoRan Sulphur Inc.

Attest:

By:/s/Michael C. Kilanowski, Jr.    By: /s/Robert M. Wohleber      
   -----------------------------        --------------------------
   Michael C. Kilanowski, Jr.           Robert  M. Wohleber
   Secretary                            President and Chief Executive Officer
                     

                              MELLON SECURITIES TRUST COMPANY

Attest:

By: /s/James S. McNellage        By: /s/Nathan L. Hill       
   -------------------------        ------------------------
   Name:James S. McNellage          Name:Nathan L. Hill
   Title:Assistant Vice President   Title:Assistant Vice President