EXHIBIT 10.8
                      ANNUAL INCENTIVE PLAN
                     OF FREEPORT-MCMORAN INC.

                            ARTICLE I

                         PURPOSE OF PLAN

          SECTION  1.1.   The  purpose  of  the  Annual Incentive Plan of
Freeport-McMoRan  Inc. (the "Plan") is to provide incentives  for  senior
executives whose performance  in fulfilling the responsibilities of their
positions can have a major impact  on the profitability and future growth
of Freeport-McMoRan Inc. (the "Company") and its Subsidiaries.


                            ARTICLE II

                    ADMINISTRATION OF THE PLAN

          SECTION 2.1.  Subject to the  authority and powers of the Board
of Directors in relation to the Plan as hereinafter  provided,  the  Plan
shall be administered by a Committee designated by the Board of Directors
consisting  of  two  or more members of the Board each of whom is a "non-
employee director" within  the  meaning  of Rule 16b-3 promulgated by the
Securities and Exchange Commission under the  Securities  Exchange Act of
1934.  The Committee shall have full authority to interpret  the Plan and
from  time  to time to adopt such rules and regulations for carrying  out
the Plan as it  may  deem best; provided, however, that the Committee may
not exercise any authority  otherwise  granted  to  it  hereunder if such
action would have the effect of increasing the amount of  an Award to any
Covered Employee.  All determinations by the Committee shall  be  made by
the  affirmative vote of a majority of its members, but any determination
reduced to writing and signed by a majority of the members shall be fully
as effective  as if it had been made by a majority vote at a meeting duly
called  and held.   All  decisions  by  the  Committee  pursuant  to  the
provisions  of  the  Plan  and  all orders or resolutions of the Board of
Directors pursuant thereto shall  be final, conclusive and binding on all
persons, including the Participants, the Company and its Subsidiaries and
their respective equity holders.


                           ARTICLE III

              ELIGIBILITY FOR AND PAYMENT OF AWARDS

          SECTION 3.1.  Subject to  the  provisions  of the Plan, in each
calendar  year the Committee may select any of the following  to  receive
Awards under the Plan with respect to such year and determine the amounts
of such Awards:  (a)  any  person providing services as an officer of the
Company  or  a  Subsidiary, whether  or  not  employed  by  such  entity,
including any person  who  is  also  a  director  of the Company, (b) any
salaried employee of the Company or a Subsidiary, including  any director
who  is also an employee of the Company or a Subsidiary, (c) any  officer
or salaried  employee  of an entity with which the Company has contracted
to receive executive, management  or legal services who provides services
to  the Company or a Subsidiary through  such  arrangement  and  (d)  any
person  who has agreed in writing to become a person described in clauses
(a), (b)  or (c) within not more than 30 days following the date of grant
of such person's first Award under the Plan.

          SECTION  3.2.   Subject  to  the provisions of the Plan, Awards
with respect to any year shall be paid to  each  Participant at such time
established by the Committee following the determination  of  the amounts
of such Awards, which payment shall in no event be later than February 28
of the year following such Award Year.

          SECTION  3.3.   Notwithstanding the provisions of Section  3.2,
if, prior to the date established  by the Committee for any Award Year, a
Participant shall so elect, in accordance  with procedures established by
the  Committee,  all  or any part of an Award to  such  Participant  with
respect to such Award Year  shall  be  deferred  and  paid in one or more
periodic installments, not in excess of ten, at such time or times before
or  after the date of such Participant's Termination of  Employment,  but
not later than ten years after such date of Termination of Employment, as
shall be specified in such election.  If and only if any Award or portion
thereof  is  so  deferred  for  payment  after  December  31  of the year
following such Award Year, such Award or portion thereof, as the case may
be,  shall,  commencing  with January 1 of the year following such  Award
Year, be increased at a rate  equal  to the prime commercial lending rate
announced from time to time by The Chase Manhattan Bank, N.A. (compounded
quarterly) or by another major national  bank  headquartered in New York,
New  York  and  designated  by  the  Committee.   If  such  Participant's
Termination  of  Employment  occurs  for  any  reason  other than  death,
retirement  under the Company's retirement plan, or retirement  with  the
consent of the  Company  outside the Company's retirement plan and if, on
the date of such Termination  of  Employment,  there  remain  unpaid  any
installments  of  Awards  which  have  been  deferred as provided in this
Section 3.3, the Committee may, in its sole discretion, authorize payment
to the Participant of the aggregate amount of such unpaid installments in
a lump sum, notwithstanding such election.

          SECTION 3.4.  (a)  Notwithstanding the  provisions  of Sections
3.1,  3.2,  3.3,  4.2(a),  and  4.2(b)  hereof,  any Award to any Covered
Employee  shall  be  granted  in accordance with the provisions  of  this
Section 3.4.

          (b)  All Awards to Covered  Employees  under  the  Plan will be
made  and  administered by two or more members of the Committee  who  are
also "outside directors" within the meaning of Section 162(m).

          (c)   The Committee shall assign Participant Shares of the Plan
Funding Amount to  those  Covered Employees whom the Committee designates
as Participants for that Award  Year  (which  Participant  Shares  in the
aggregate  may  not exceed 100% of the Plan Funding Amount).  The maximum
annual Award that  may  be made to any Covered Employee for an Award Year
is 50% of the Plan Funding Amount.

          (d)  If the Plan  Funding  Amount with respect to an Award Year
is to be adjusted to exclude the effect of material changes in accounting
policies or practices, material acquisitions  or dispositions of property
or other unusual items on the Plan Funding Amount,  the Committee must so
provide  at  the  time  that the Participant Shares of the  Plan  Funding
Amount for that Award Year  are  assigned  or within the first 90 days of
the Award Year, if permitted under Section 162(m).

          (e)  Any provision of the Plan to the contrary notwithstanding,
no Covered Employee shall be entitled to any  payment  of  an  Award with
respect  to  a calendar year unless the members of the Committee referred
to in Section  3.4(b)  hereof  shall have certified the Participant Share
for each Covered Employee, the Plan Funding Amount for such year and that
the condition of Section 4.1 hereof has been met for such year.


                            ARTICLE IV

                        GENERAL PROVISIONS

          SECTION  4.1.   Any provision  of  the  Plan  to  the  contrary
notwithstanding, no Award shall  be  made  pursuant to Section 3.1 or 3.4
with  respect  to  any  calendar year if the average  of  the  Return  on
Investment for such calendar year and each of the four preceding calendar
years, after giving effect  to  the  aggregate  amount  (if any) that was
awarded  or credited with respect to such prior years and  the  aggregate
amount that would otherwise have been so awarded or credited with respect
to such calendar year, would be less than six percent.

          SECTION  4.2.  (a)  In determining the aggregate amount awarded
to Participants under the Plan for any calendar year, the Committee shall
consider as a guideline  that  the aggregate amount of all Awards granted
with respect  to any calendar year  should  not  exceed  two and one-half
percent of Net Cash Provided by Operating Activities for such year.

          (b)  If Managed Net Income or Total Investment of  Capital  for
any  year shall have been affected by special factors (including material
changes  in  accounting  policies  or practices, material acquisitions or
dispositions  of  property,  or  other  unusual   items)   which  in  the
Committee's judgment should or should not be taken into account, in whole
or  in  part, in the equitable administration of the Plan, the  Committee
may, for  any  purpose  of  the  Plan, adjust Managed Net Income or Total
Investment of Capital and make payments  and reductions accordingly under
the Plan, provided that, except as provided in Section 3.4(d) hereof, the
Committee shall not take any such adjustments into account in calculating
Awards to Covered Employees if the effect  of such adjustment would be to
increase the Plan Funding Amount.

          (c)  Notwithstanding the provisions  of  subparagraphs  (a) and
(b) above, the amount available for the grant of Awards under the Plan to
Covered  Employees with respect to a calendar year shall be equal to  the
Plan Funding  Amount  for  such  year and, except as specified in advance
under Section 3.4(c), any adjustments  made in accordance with or for the
purposes of subparagraphs (a) or (b) shall be disregarded for purposes of
calculating the Plan Funding Amount.  The  Committee may, in the exercise
of  its discretion, determine that the aggregate  amount  of  all  Awards
granted  to  Covered  Employees  with respect to a calendar year shall be
less than the Plan Funding Amount  for  such year, but the excess of such
Plan Funding Amount over such aggregate amount  covered by Awards granted
to  Covered Employees shall not be available for any  Awards  to  Covered
Employees  with respect to future years.  In addition, the Committee may,
in the exercise  of  its discretion, reduce or eliminate the amount of an
Award to a Covered Employee  otherwise  calculated in accordance with the
provisions of Section 3.4 prior to payment  thereof.  Any reduction of an
Award shall not accrue to the benefit of any other Covered Employee.

          SECTION  4.3.   A  Participant  may  designate   in  writing  a
beneficiary (including the trustee or trustees of a trust) who shall upon
the  death  of such Participant be entitled to receive all amounts  which
would have been payable hereunder to such Participant.  A Participant may
rescind or change  any  such designation at any time.  Except as provided
in this Section 4.3, none  of  the amounts which may be payable under the
Plan may be assigned or transferred otherwise than by will or by the laws
of descent and distribution.

          SECTION 4.4.  All payments  made  pursuant to the Plan shall be
subject to withholding in respect of income and  other  taxes required by
law  to  be withheld, in accordance with procedures to be established  by
the Committee.

          SECTION  4.5.  The selection of an individual for participation
in the Plan shall not  give  such Participant any right to be retained in
the employ of the Company or any  of  its  Subsidiaries, and the right of
the Company and of any such Subsidiary to dismiss  or  discharge any such
Participant or to terminate any arrangement pursuant to  which  any  such
Participant  provides  services  to  the  Company  or  a  Subsidiary,  is
specifically  reserved.  The benefits provided for Participants under the
Plan shall be in  addition  to, and shall in no way preclude, other forms
of compensation to or in respect of such Participants.

          SECTION 4.6.  The Board of Directors and the Committee shall be
entitled to rely on the advice  of  counsel  and other experts, including
the independent public accountants for the Company.   No  member  of  the
Board  of Directors or of the Committee or any officers of the Company or
its Subsidiaries  shall be liable for any act or failure to act under the
Plan, except in circumstances  involving  bad  faith  on the part of such
member or officer.

          SECTION 4.7.  Nothing contained in the Plan shall  prevent  the
Company  or  any  Subsidiary or affiliate of the Company from adopting or
continuing in effect  other compensation arrangements, which arrangements
may be either generally applicable or applicable only in specific cases.


                            ARTICLE V

               AMENDMENT OR TERMINATION OF THE PLAN

          SECTION 5.1.  The Board of Directors may at any time terminate,
in whole or in part, or  from time to time amend the Plan, provided that,
except  as  otherwise  provided   in  the  Plan,  no  such  amendment  or
termination  shall adversely affect  any  Awards  previously  made  to  a
Participant and deferred by such Participant pursuant to Section 3.3.  In
the event of such  termination,  in  whole  or  in part, of the Plan, the
Committee may in its sole discretion direct the payment  to  Participants
of any Awards not theretofore paid out prior to the respective dates upon
which  payments  would  otherwise be made hereunder to such Participants,
and in a lump sum or installments  as  the Committee shall prescribe with
respect to each such Participant.  The Board  may  at  any  time and from
time to time delegate to the Committee any or all of its authority  under
this Section 5.1.


                            ARTICLE VI

                           DEFINITIONS

          SECTION 6.1.  For the purposes of the Plan, the following terms
shall have the meanings indicated:

               (a)   Award:   The  grant  of  an  award  of  cash  by the
          Committee to a Participant pursuant to Section 3.1 or 3.4.

               (b)   Award Year:  Any calendar year with respect to which
          an Award may be granted.

               (c)  Board  of  Directors:   The Board of Directors of the
          Company.

               (d)   Committee:   The Committee  designated  pursuant  to
          Section  2.1.   Until otherwise  determined  by  the  Board  of
          Directors, the Corporate Personnel Committee designated by such
          Board shall be the Committee under the Plan.

               (e)  Covered  Employee:   At  any date, (i) any individual
          who, with respect to the previous taxable  year of the Company,
          was a "covered employee" of the Company within  the  meaning of
          Section  162(m)  of  the  Internal  Revenue  Code  of  1986, as
          amended,  and  the rules promulgated thereunder by the Internal
          Revenue Service  of  the  Department of the Treasury, provided,
          however, the term "Covered Employee" shall not include any such
          individual  who  is  designated   by   the  Committee,  in  its
          discretion, at the time of any grant as reasonably expected not
          to  be such a "covered employee" with respect  to  the  current
          taxable  year  of  the  Company  and (ii) any individual who is
          designated by the Committee, in its  discretion, at the time of
          any  grant  as  reasonably  expected  to  be  such  a  "covered
          employee"  with  respect  to the current taxable  year  of  the
          Company.  Notwithstanding the  foregoing, at any date in fiscal
          year  1994,  "Covered  Employee"  shall   mean  any  individual
          designated by the Committee, in its discretion,  at the time of
          any  grant  as  reasonably expected to be a "covered  employee"
          with respect to the Company's taxable year 1994.

               (f)  Managed  Net  Income:   With respect to any year, the
          sum of (i) the net income (or net loss)  of the Company and its
          consolidated  Subsidiaries  for  such  year  as  shown  in  the
          Company's Annual Report to Stockholders for such year; plus (or
          minus) (ii) the minority interests' share in the net income (or
          net loss) of the Company's consolidated Subsidiaries  for  such
          year  as  shown  in the Company's Annual Report to Stockholders
          for such year; plus  (or  minus)  (iii)  changes  in accounting
          principles of the Company and its consolidated Subsidiaries for
          such year plus (or minus) the minority interests' share in such
          changes  in  accounting  principles  as  shown in the Company's
          Annual  Report  to Stockholders for such year;  plus  (iv)  the
          portion for such  year of the deferred gain on the 1992 sale of
          newly  issued  Freeport-McMoRan   Resource   Partners,  Limited
          Partnership  depositary units as shown in the Company's  Annual
          Report to Stockholders for such year.

               (g)  Net  Cash  Provided  by  Operating  Activities:  With
          respect  to  any  year,  the  net  cash  provided  by operating
          activities of the Company and its consolidated Subsidiaries for
          such   year   as  shown  in  the  Company's  Annual  Report  to
          Stockholders for such year.

               (h)  Net Interest  Expense:  With respect to any year, the
          net  interest  expense  of the  Company  and  its  consolidated
          Subsidiaries for such year  as  shown  in  the Company's Annual
          Report to Stockholders for such year.

               (i)  Participant:  An individual who has  been selected by
          the Committee to receive an Award.

               (j)   Participant  Share:   The  percentage  of  the  Plan
          Funding Amount assigned to a Covered Employee by the Committee.

               (k)  Plan Funding Amount:  With respect to any  year,  two
          and   one-half  percent  of  Net  Cash  Provided  by  Operating
          Activities for such year.

               (l)   Return on Investment:  With respect to any year, the
          result (expressed  as a percentage) calculated according to the
          following formula:

                                 a + (b - c)
                                 -----------
                                      d

          in which "a" equals  Managed  Net  Income  for  such  year, "b"
          equals  Net  Interest Expense for such year, "c" equals Tax  on
          Net Interest Expense  for  such  year,  and  "d"  equals  Total
          Investment of Capital for such year.

               (m)   Section  162(m):   Section  162(m)  of  the Internal
          Revenue Code of 1986, as amended, and rules promulgated  by the
          Internal Revenue Service thereunder.

               (n)   Subsidiary:  (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 Committee.

               (o)  Tax on Net  Interest  Expense:   With  respect to any
          year,  the  tax on the net interest expense of the Company  and
          its consolidated  Subsidiaries  for such year calculated at the
          statutory federal income tax rate for such year as shown in the
          Company's Annual Report to Stockholders for such year.

               (p) Termination of Employment:   Solely  for  purposes  of
          Section 3.3 hereof, the cessation of the rendering of services,
          whether  or not as an employee, to any and all of the following
          entities: the Company, any Subsidiary of the Company, Freeport-
          McMoRan Copper  & Gold Inc., any Subsidiary of Freeport-McMoRan
          Copper & Gold Inc.,  McMoRan  Oil  &  Gas  Co., any entity with
          which  the  Company  has  contracted  to receive  executive  or
          management services, any Subsidiary of  McMoRan  Oil & Gas Co.,
          and  any  law  firm rendering services to any of the  foregoing
          entities provided  such  law  firm  consists of at least two or
          more  members or associates who are or  were  officers  of  the
          Company or any Subsidiary of the Company.

               (q)   Total  Investment  of  Capital:  With respect to any
          year, the sum of (i) the weighted average  of the stockholders'
          equity  in  the  Company and its consolidated Subsidiaries  for
          such year, (ii) the  weighted average of the minority interests
          in the consolidated Subsidiaries  of the Company for such year,
          and (iii) the weighted average of the  long-term  debt  of  the
          Company and its consolidated Subsidiaries for such year, all as
          shown  in  the  quarterly balance sheets of the Company and its
          consolidated Subsidiaries for such year.