SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
  
                            FORM 10-K/A
(Mark One)  
    x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended December 31, 1996
                                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 1-8124  
                      Freeport-McMoRan Inc.
      (Exact name of registrant as specified in its charter)

         Delaware                              13-3051048
    (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:

    Title of each class                      Name of each exchange on which 
                                                        registered
Common Stock Par Value $.01 per Share             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 the 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  

    The aggregate market value of the voting stock held by non-affiliates of 
    the registrant was approximately $644,918,000 on March 14, 1997.

    On March 14, 1997, there were issued and outstanding 23,859,407 shares of 
    the Registrant's Common Stock.

                DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the registrant's Annual Report to stockholders for the year 
    ended December 31, 1996 are incorporated by reference into Parts II and IV 
    of this Report and portions of the registrant's Proxy Statement dated 
    March 21, 1997, submitted to the registrant's stockholders in connection 
    with its 1997 Annual Meeting to be held on April 29, 1997 are incorporated 
    by reference into Part III of this Report.

                      Freeport-McMoRan Inc.  

                         TABLE OF CONTENTS
                                                              Page

Part I
    Items 1. and 2. Business and Properties. . . . . . . . . . . 1
      Overview . . . . . . . . . . . . . . . . . . . . . . . . . 1
      Agricultural Minerals. . . . . . . . . . . . . . . . . . . 2
         Fertilizer Business-IMC-Agrico Company  . . . . . . . . 2
         Sulphur Business  . . . . . . . . . . . . . . . . . . . 4
      Oil and Gas. . . . . . . . . . . . . . . . . . . . . . . . 5
      Environmental Matters. . . . . . . . . . . . . . . . . . . 6
      Relationship between the FTX Group and FRP . . . . . . . . 6
         Management and Ownership  . . . . . . . . . . . . . . . 6
         Credit Facility . . . . . . . . . . . . . . . . . . . . 6
         Conflicts of Interest . . . . . . . . . . . . . . . . . 7
         Services Agreement  . . . . . . . . . . . . . . . . . . 7
      Employees. . . . . . . . . . . . . . . . . . . . . . . . . 7
      Cautionary Statement . . . . . . . . . . . . . . . . . . . 7
         Seasonality and Volatility of Product Markets . . . . . 8
         Competition . . . . . . . . . . . . . . . . . . . . . . 8
         Environmental Matters . . . . . . . . . . . . . . . . . 9
         Operating Hazards . . . . . . . . . . . . . . . . . . . 9
         Foreign Sales . . . . . . . . . . . . . . . . . . . . .10
    Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . .10
    Item 4. Submission of Matters to a Vote of Security Holders.10
      Executive Officers of the Registrant . . . . . . . . . . .11

Part II
    Item 5. Market for Registrant's Common Equity and Related 
            Stockholder Matters. . . . . . . . . . . . . . . . .12
    Item 6. Selected Financial Data. . . . . . . . . . . . . . .12
    Item 7. Management's Discussion and Analysis of Financial 
            Condition and Results of Operations. . . . . . . . .12
    Item 8. Financial Statements and Supplementary Data. . . . .12
    Item 9. Changes in and Disagreements with Accountants on 
            Accounting and Financial Disclosure. . . . . . . . .12

Part III
    Item 10. Directors and Executive Officers of the Registrant.12
    Item 11. Executive Compensation. . . . . . . . . . . . . . .12
    Item 12. Security Ownership of Certain Beneficial Owners 
             and Management. . . . . . . . . . . . . . . . . . .12
    Item 13. Certain Relationships and Related Transactions. . .12

Part IV
    Item 14. Exhibits, Financial Statement Schedules and 
             Reports on Form 8-K . . . . . . . . . . . . . . . .13

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . S-1

Index to Financial Statements. . . . . . . . . . . . . . . . . F-1

Report of Independent Public Accountants . . . . . . . . . . . F-1

Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . E-1           

                                            PART I

Items 1. and 2. Business and Properties.
             
             OVERVIEW

    Freeport-McMoRan Inc., a Delaware corporation formed in 1981 ("FTX" or the 
"Company"), through Freeport-McMoRan Resource Partners, Limited Partnership 
("FRP"), is one of the world's leading integrated phosphate fertilizer 
producers.  FTX and its wholly owned subsidiary, FMRP, Inc. ("FMRP") are the 
managing general partners of FRP, a publicly traded Delaware limited 
partnership organized in 1986.  As of December 31, 1996, FTX and FMRP held 
partnership units representing an approximate 51.6% interest in FRP, with the 
remaining interest being publicly owned and traded on the New York Stock 
Exchange.   See "Relationship Between the FTX Group and FRP."

    FRP is a joint venture partner in IMC-Agrico Company ("IMC-Agrico"), the 
largest and one of the lowest cost producers, marketers and distributors of 
phosphate fertilizers in the world, with operations in central Florida and on 
the Mississippi River in Louisiana.  FRP's Main Pass sulphur mine, offshore 
Louisiana in the Gulf of Mexico, and its Culberson mine in Texas, also make 
FRP the largest producer of Frasch sulphur in the world.  The combined 
sulphur, phosphate mining and fertilizer production operations provide FRP 
with the competitive advantages of vertical integration and operating 
efficiencies and reduce the sensitivity of FRP's phosphate fertilizer costs 
to changes in raw materials prices.

    IMC-Agrico's business includes the mining and sale of phosphate rock and 
the production, marketing and distribution of phosphate fertilizers and animal 
feed ingredients.  IMC-Agrico was formed as a joint venture partnership in 
July 1993 when FRP and IMC Global Inc. ("IMC") contributed their respective 
phosphate fertilizer businesses to IMC-Agrico.  FRP believes that the 
combination of its internal production of raw materials, through its sulphur 
division and the IMC-Agrico joint venture, and the strategic location of 
IMC-Agrico's fertilizer operations provide it with a competitive advantage 
over other fertilizer producers.

    FRP's sulphur operations include the mining, purchase, transportation, 
terminalling and marketing of sulphur. The Main Pass deposit, which was 
discovered in 1988, contains the largest known sulphur reserve in North 
America. FRP's Main Pass offshore mining complex is the largest structure of 
its type in the Gulf of Mexico and one of the largest in the world.  The 
mining complex has a design capacity of 5,500 long tons per day.  FRP has a 
58.3% interest in the Main Pass mine and serves as its manager and operator. 
In January 1995, the Company began operating the Culberson mine when it 
acquired substantially all of the domestic assets of Pennzoil Sulphur Co. 
("Pennzoil").  As of December 31, 1996, the Main Pass and Culberson mines 
were estimated to contain proved and probable sulphur 
reserves totaling 53.1 million long tons net to FRP.

    Main Pass also contains proved oil reserves from which FRP produces and 
sells oil for the Main Pass joint venture.  Oil production averaged 
approximately 10,700 barrels per day (5,200 barrels net to FRP) during the 
year ended December 31, 1996.  As of December 31, 1996, Main Pass was 
estimated to contain 12.8 million barrels (5.2 million barrels net to FRP) 
of proved oil reserves.

    In June 1996, FRP acquired a 25% leasehold interest from McMoRan Oil & Gas 
Co. ("MOXY") in an oil and gas venture to explore a project area in Terrebonne 
Parish, Louisiana.  FRP also entered into an agreement with MOXY in 1997 
pursuant to which FRP will acquire an  interest in certain leases acquired by 
MOXY.  See "Oil and Gas," below.

    FRP continues to benefit from significant improvements in phosphate 
fertilizer markets that began in late 1993 and continue into 1997.  FRP's 
1996 average realization for its principal fertilizer product, diammonium 
phosphate ("DAP"), increased 65% to approximately $186 per short ton from the 
1993 average of approximately $113 per short ton. In late March 1997, the spot 
market price for DAP as quoted in industry publications was approximately 
$175 per short ton, FOB central Florida.

AGRICULTURAL MINERALS

    The Company's agricultural minerals operations consists of FRP's interest 
in the IMC-Agrico joint venture and FRP's sulphur business.

Fertilizer Business IMC-Agrico Company

    In July 1993, FRP and IMC contributed to IMC-Agrico their respective 
phosphate fertilizer businesses, including the mining and sale of phosphate 
rock and the production, marketing and distribution of phosphate fertilizers. 
At the time, FRP and IMC were among the largest and lowest cost phosphate 
fertilizer producers in the world. The formation of IMC-Agrico has permitted 
the more efficient use of existing plant capacity as well as eliminating 
duplicative administrative and marketing functions. 

    IMC-Agrico makes quarterly cash distributions to FRP and IMC, based on 
sharing ratios ("Current Interest").  The "Capital Interest" of FRP and IMC in 
IMC-Agrico reflects the purchase and sale of long-term assets and any 
required capital contributions.  Effective March 1, 1996, FRP's Current 
Interest was increased by 0.85% and, on July 1, 1996, FRP's Capital Interest 
was also increased by 0.85%.  As a result, FRP's Current Interest and Capital 
Interest were 54.35% and 43.05%, respectively, as of December 31, 1996.  
Effective July 1, 1997, FRP's Current Interest and Capital Interest will each 
decline to 41.45%.  

    The IMC-Agrico policy committee establishes policies relating to the 
strategic direction of IMC-Agrico and assures that its policies are implemented.
FRP and IMC have equal representation on this committee. The committee has the 
sole authority to make certain decisions affecting IMC-Agrico, including 
authorizing certain capital expenditures for expansion, incurring certain 
indebtedness, approving significant acquisitions and dispositions, and certain 
other decisions.

    In January 1996, IMC-Agrico's day-to-day management was restructured so that
it operates substantially as a stand-alone entity. Included in the restructuring
was the establishment of a new office of the president of IMC-Agrico who is 
responsible for managing its business affairs. The president is appointed by 
IMC subject to the approval of the policy committee. An executive officer of 
FRP was selected as the initial president of IMC-Agrico and has joined IMC-
Agrico in that role. The president reports to IMC, which maintains 
responsibility for the operation of IMC-Agrico, subject to the terms of the 
partnership agreement and the direction of the policy committee.

Phosphate Rock

    IMC-Agrico's phosphate mining operations and production plants, located in 
Polk, Hillsborough, Hardee and Manatee Counties in central Florida, produce 
phosphate rock principally for the manufacture of phosphate fertilizers.
IMC-Agrico sells phosphate rock to domestic animal feed manufacturers and other 
phosphate fertilizer producers. IMC-Agrico uses phosphate rock internally in 
the production of phosphate fertilizers at its plants located in central Florida
and in Louisiana. Phosphate rock is generally mixed with sulphuric acid to 
produce phosphoric acid from which various granulated phosphate products can 
be produced. IMC-Agrico's annual phosphate rock mining capacity is 
approximately 25 million tons per year and currently accounts for 
approximately 41% of domestic phosphate rock mining capacity and 17% of the 
western world's capacity.  IMC-Agrico produced approximately 22 million tons of 
phosphate rock during the year ended December 31, 1996.

    In October 1996, IMC-Agrico purchased 24,000 acres of undeveloped land in 
central Florida for $31 million plus future payments and royalties.  The land is
estimated to contain in excess of 100 million tons of phosphate rock.  FRP's 
share of the acquisition cost was approximately $13.0 million.  Primarily as a 
result of this acquisition, FRP's share of IMC-Agrico's proved and probable 
phosphate rock reserves as of December 31, 1996 increased by approximately 58 
million short tons (31%) from the December 31, 1995 level.

    As of December 31, 1996, FRP's share of IMC-Agrico's proved and probable 
phosphate rock reserves was estimated to be 244.3 million short tons that are 
mineable from existing operations, plus an additional 158.2 million short tons 
of phosphate rock deposits. Deposits are ore bodies which require additional 
economic and mining feasibility studies before they can be classified as 
reserves. These reserves are controlled by IMC-Agrico through ownership, long-
term lease, royalty or purchase option agreements.  

    In 1996, IMC-Agrico entered into an exclusive letter of intent with Chinese 
authorities to conduct joint feasibility studies and, if commercially viable, to
develop phosphate ore resources in Yunnan Province.  The agreement covers 
phosphate resources and contemplates the joint development of high-analysis 
phosphate fertilizer manufacturing facilities in China.  In addition, FRP 
continues to evaluate a potential phosphate mine and upgrading project in Sri 
Lanka.  This project would be undertaken through a joint venture involving the 
Government of Sri Lanka, IMC-Agrico and another party.

Phosphate Fertilizers

    IMC-Agrico manufactures phosphate fertilizers, principally DAP, 
monoammonium phosphate ("MAP") and granular triple superphosphate ("GTSP"), and 
related products, including sulphuric acid, phosphoric acid, anhydrous ammonia 
and urea. IMC-Agrico's fertilizer operations consist of six phosphoric acid 
and fertilizer manufacturing facilities, three in central Florida and three on 
the Mississippi River in Louisiana.

    IMC-Agrico's New Wales, Nichols and South Pierce plants are located in 
Florida. The New Wales complex, located near Mulberry, Florida, primarily 
produces DAP, MAP,GTSP and merchant grade phosphoric acid. The New Wales plant 
also produces animal feed ingredients (see "Animal Feed Ingredients"). The 
Nichols, Florida plant produces DAP, sulphuric acid and phosphoric acid. The 
South Pierce plant, located in Bartow, Florida, produces GTSP, sulphuric acid 
and phosphoric acid.

    IMC-Agrico's Faustina, Uncle Sam and Taft plants are located in Louisiana. 
The Faustina plant, located in Donaldsonville, Louisiana, produces DAP, MAP, 
anhydrous ammonia, urea, sulphuric acid and phosphoric acid. The Uncle Sam, 
Louisiana plant produces sulphuric acid and phosphoric acid which is then 
shipped to the nearby Faustina and Taft plants, where it is used to produce DAP 
and MAP. The Taft, Louisiana plant produces DAP and MAP.

    Phosphate rock, sulphur and ammonia are the three principal raw materials 
used in the production of phosphate fertilizers. Phosphate rock is supplied by 
IMC-Agrico's Florida mines. FRP supplies its share of IMC-Agrico's sulphur 
requirements through its production from the Main Pass and Culberson mines and 
IMC supplies IMC-Agrico with its sulphur requirements from its share of Main 
Pass production and purchases from third parties, including FRP. IMC-Agrico's 
ammonia needs are fulfilled by internal production from its Faustina plant and 
third party domestic suppliers under long-term contracts.

    IMC-Agrico's phosphoric acid capacity is approximately 4.0 million tons of 
contained P2O5 (P2O5 is an industry term indicating a product's phosphate 
content measured chemically in units of phosphorous pentoxide), which 
represents approximately 33% of U.S. production capacity and 10% of world 
capacity. IMC-Agrico operated at approximately 93% of P2O5 capacity in 1996 as 
compared to 97% in 1995.

    IMC-Agrico's plants have an estimated annual sustainable capacity to 
produce approximately 8.2 million tons of granulated phosphates (DAP, MAP and 
GTSP), 10.4 million tons of sulphuric acid, 260,000 tons of urea and 565,000 
tons of anhydrous ammonia.  During 1996, IMC-Agrico produced approximately 7.3 
million tons of granulated phosphates, as compared to 7.6 million tons in 
1995.  As market conditions dictate, IMC-Agrico curtails operations to avoid 
building excessive inventories.

Animal Feed Ingredients

    In 1995, IMC-Agrico acquired the animal feed ingredients business of 
Mallinckrodt Group Inc.  Prior to the acquisition, IMC-Agrico managed 
Mallinckrodt's animal feed plant operations on a contractual basis.  The 
principal manufacturing facilities of the animal feed operations are located 
within IMC-Agrico's New Wales complex. This business is one of the world's 
largest producers of phosphate-based animal feed ingredients and has enhanced 
IMC-Agrico's flexibility in maximizing returns from its core phosphate 
production. 

Marketing

    IMC-Agrico sells its fertilizer products in the domestic and export markets 
under spot market and long-term contract terms. IMC-Agrico markets its products 
domestically throughout the eastern two-thirds of the United States.  In 1996, 
approximately 40% of IMC-Agrico's phosphate fertilizer shipments were sold in
the domestic market.  Approximately 63% of IMC-Agrico's phosphate rock 
production was used in 1996 to produce phosphate fertilizers at its plants in 
Florida and Louisiana, with a majority of the remaining amount sold in the 
domestic market.

    Virtually all of FRP's export sales of phosphate fertilizers are marketed 
through the Phosphate Chemicals Export Association ("Phoschem"), a Webb-
Pomerene Act association. Since January 1995, IMC has been responsible for 
marketing DAP, MAP and GTSP for Phoschem's members. This marketing arrangement 
allows IMC-Agrico to interface directly with its major international customers 
and enhances its ability to pursue growth and marketing opportunities on a 
global basis.  In December 1996, IMC-Agrico, through Phoschem, reached a two-
year agreement for the sale of DAP to Sinochem, the fertilizer agency for China.
The agreement provides for monthly shipments of DAP at market-related prices at
the time of shipment and is expected to approximate 1996 levels for each of 1997
and 1998.  In conducting business abroad, IMC-Agrico is subject to the 
customary risks encountered in foreign operations. See "Cautionary Statement."

    Although phosphate fertilizer sales are fairly constant from month to 
month, seasonal increases occur in the domestic market prior to the fall and 
spring planting of crops. Generally, domestic sales taper off after the spring 
planting season. However, this decline in domestic sales generally coincides 
with a time when major international buyers such as China, India and Pakistan 
purchase product for mid-year delivery.

Sulphur Business

    The Company's sulphur operations include the mining, purchase, 
transportation, terminalling and sale of sulphur. In 1995, FRP acquired 
essentially all of the domestic assets of Pennzoil, including the Culberson mine
in Texas, sulphur terminals and loading facilities in Galveston, Texas and Tampa
, Florida, land and marine transportation equipment and sales and other related
commercial contracts and obligations. As a result, FRP now produces sulphur from
its Main Pass and Culberson mines for sale to IMC-Agrico and to third parties.

Production

    The Main Pass and Culberson mines utilize the Frasch mining process, which 
involves drilling wells and injecting superheated water into the underground 
sulphur deposit to melt the solid sulphur, which is then brought to the surface 
in liquid form. FRP and its predecessors have been using the Frasch process for 
over 80 years. FRP has also developed technology that allows it to use sea 
water in the Frasch process. FRP is not aware of any competitor that has 
developed a Frasch sulphur mine using superheated sea water.

    The Main Pass deposit was discovered by FRP in 1988. The mine currently has 
the highest production rate of any sulphur mine in the world and contains the 
largest known existing Frasch sulphur reserve in North America. The Main Pass 
offshore complex, more than a mile in length, is one of the largest structures 
of its type in the world and the largest in the Gulf of Mexico. The Main Pass 
mine has a design capacity of 5,500 long tons per day. During the year ended 
December 31, 1996, production averaged approximately 5,350 long tons per day. 
The mine is owned 58.3% by FRP, 25% by IMC and 16.7% by Homestake Sulphur 
Company. At December 31, 1996, the Main Pass deposit was estimated to contain 
proved and probable sulphur reserves totaling 66.2 million long tons (38.6 
million long tons net to FRP).

    FRP began operating the Culberson mine in January 1995 after acquiring the 
mine from Pennzoil. For the year ended December 31, 1996, production at the 
Culberson mine averaged approximately 2,450 long tons per day. FRP continues to 
work on improving the operating efficiencies at the Culberson mine to further 
reduce costs.  As of December 31, 1996, the Culberson mine was estimated to 
contain proved and probable sulphur reserves totaling 14.5 million long tons.

    FRP also supplements its sulphur production by purchasing sulphur from 
third parties who recover sulphur in the production of oil and natural gas and 
the refining of petroleum products.

Marketing

    Sulphur produced at the Main Pass mine is transported by barge in liquid 
form to storage, handling and shipping facilities located at Port Sulphur, 
Louisiana. Sulphur production from the Culberson mine is transported in liquid 
form by unit train to Galveston where storage, handling and shipping facilities 
are located. At both Port Sulphur and Galveston, sulphur purchased from others 
or transported for third parties may also be received.  Sulphur is transported 
from Port Sulphur by barge to IMC-Agrico's and other customers' plants in 
Louisiana on the Mississippi River. Molten sulphur is also transported from 
Galveston and Port Sulphur by tanker to FRP's terminals at Tampa.  Similar 
facilities at Pensacola, Florida are used for storage, handling and shipping 
of sulphur purchased from others or transported for others. FRP processes and 
transports for a fee both IMC's and Homestake's share of Main Pass sulphur and 
serves as marketing agent for Homestake.

    FRP's production of sulphur accounted for an estimated 20% of domestic and 
6% of world elemental sulphur production in 1996. FRP's sulphur is used 
primarily to manufacture sulphuric acid, which is used primarily to produce 
phosphoric acid, one of the basic materials used to produce phosphate 
fertilizers.

OIL AND GAS

    Oil reserves are associated with the same caprock reservoir as the sulphur
reserves at Main Pass. Oil production commenced in the fourth quarter of 1991 
and averaged approximately 10,700 barrels per day (5,200 barrels per day net to 
FTX) during the year ended December 31, 1996. As of December 31, 1996, FTX 
estimated that the remaining proved recoverable oil reserves at Main Pass were 
approximately 12.8 million barrels (5.2 million barrels net to FTX).

    In June 1996, FRP acquired a 25% leasehold interest in an oil and gas 
venture  to explore a project area in Terrebonne Parish, Louisiana.  In 
connection with the acquisition of this interest, FRP reimbursed MOXY $2.1 
million for certain costs previously incurred in the project area.  FRP 
acquired its interest on the same proportionate basis as Phillips Petroleum 
Company, which owns a 50% interest and is the operator of the joint venture.  
The initial exploratory well on the East Fiddler's Lake prospect was not 
successful in the discovery of commercial hydrocarbons.  The second exploratory 
well in the project area has commenced on the North Bay Junop prospect and is 
expected to reach total depth during the second quarter of 1997.

    FRP acquired an interest in leases acquired by MOXY at the federal offshore 
lease sale held on March 5, 1997.  At the lease sale, MOXY was high bidder on 
seven offshore Gulf of Mexico tracts, with bids totaling $5.5 million.  FRP 
will acquire a 50% working interest in the leases awarded and will bear 60% of 
the acquisition and exploration costs associated with these leases.  MOXY will 
bear the remaining 40% of such costs and will retain the remaining 50% working 
interest.  Award of the leases is subject to review and approval by the U.S. 
Minerals Management Service.  

ENVIRONMENTAL MATTERS

    FTX and FRP have a history of commitment to environmental responsibility. 
Since the 1940s, long before the general public recognized the importance of 
maintaining environmental quality, FTX has conducted preoperational, bioassay, 
marine ecological and other environmental surveys to ensure the environmental 
compatibility of its operations.  FTX's Environmental Policy commits its 
operations to compliance with applicable laws and regulations. FTX has 
implemented corporate-wide environmental programs that include the activities of
FRP and continues to study methods to reduce discharges and emissions.

    FRP's operations are subject to federal, state and local laws and 
regulations relating to the protection of the environment.  Exploration, mining,
development and production of natural resources and the chemical processing 
operations of IMC-Agrico, like similar operations of other companies, may affect
the environment. The production of sulphur and phosphate fertilizer involves the
handling of hazardous or toxic substances, some of which may have the potential,
if released into the environment in sufficient quantities, to expose FRP and IMC
-Agrico to significant liability.  For a further discussion of environmental 
matters and the risks associated with such matters, see "Cautionary Statement-
Environmental Matters" below.

RELATIONSHIP BETWEEN THE FTX GROUP AND FRP

Management and Ownership

    FTX and FMRP serve as the managing general partners of FRP and the directors
and officers of FTX, together with FRP's officers, perform all FRP management 
functions and carry out the activities of FRP. The officers of FRP continue to 
be employees and officers of FTX and its other subsidiaries but, subject to 
certain exceptions, are employed principally for the operation of FRP's 
business. As of December 31, 1996, FTX and FMRP held partnership interests that 
represented an approximate 51.6% interest in FRP.  As a result of FTX's position
as administrative managing general partner and of FTX's ownership interest, FTX 
has the ability to control all matters relating to the management of FRP, 
including any determination with respect to the acquisition or disposition of 
FRP's assets, future issuance of additional debt or other securities of FRP and 
any distributions payable in respect of FRP's partnership interests. In addition
to such other obligations as it may assume, FTX has the general duty to act in 
good faith and to exercise its rights of control in a manner that is fair and 
reasonable to the holders of partnership interests.

   Under the terms of FRP's credit facility (the "Credit Facility"), the failure
by FTX to maintain control of FRP, or the direct or indirect ownership of at 
least 50.1% of the partnership interests in FRP, would allow acceleration of the
indebtedness thereunder. See "Credit Facility." 

    On February 15, 1997, FRP paid a distribution of 60 cents per publicly held 
unit ($30.0 million) and 24 cents per FTX owned unit ($12.9 million), increasing
the total unpaid distributions due FTX to $431.3 million. The preferential 
rights of the publicly owned FRP units to receive minimum quarterly 
distributions of 60 cents per unit ceased after this distribution.  FRP's 
distributable cash will now be shared ratably by FRP's public unitholders and 
FTX, except that FTX will be entitled to recover its unpaid cash distributions 
on a quarterly basis from one-half of any excess of future quarterly 
distributions over 60 cents per unit for all units.  

Credit Facility

    In November 1996, FTX and FRP amended the Credit Facility to, among other 
things, increase the borrowing availability, lower the interest rates and extend
the maturity date.  The Credit Facility now provides $350 million of credit, all
of which is available to FRP and $150 million of which is available to FTX 
through November 2001.  Under the Credit Facility, FTX is required to maintain 
at least a 50.1% ownership interest in FRP and control of FRP. FRP is not 
permitted to enter into any agreement restricting its ability to make 
distributions and is restricted in its ability to create liens and security 
interests on its assets. To secure the Credit Facility, FTX has pledged its FRP 
units representing a minimum 50.1% ownership in FRP. The Credit Facility places 
restrictions on, among other things, additional borrowings and requires FRP to 
maintain certain minimum working capital levels and specified cash flow to 
interest coverage ratios and not to exceed a specified debt-to-capitalization 
ratio.

Conflicts of Interest

    The nature of the respective businesses of the Company and FRP and its 
affiliates may give rise to conflicts of interest between the Company and FRP.  
Conflicts could arise, for example, with respect to transactions involving 
potential acquisitions of businesses or mineral properties, the issuance of 
additional partnership interests, the determination of distributions to be made 
by FRP, the allocation of general and administrative expenses between FTX and 
FRP and other business dealings between FRP and FTX and its affiliates. Except 
in cases where a different standard may have been provided for, FTX has a 
general duty to act in good faith and to exercise rights of control in a manner 
that is fair and reasonable to the holders of FRP's partnership interests. In 
resolving conflicts of interest, FRP's partnership agreement permits FTX to 
consider the relative interest of each party to a potential conflict situation 
which, under certain circumstances, could include the interest of FTX and its 
other affiliates. The extent to which this provision is enforceable under 
Delaware law is not clear.

Services Agreement

    Since January 1, 1996, FM Services Company ("FMS"), a company owned 50% by 
each of FTX and Freeport-McMoRan Copper & Gold Inc. ("FCX"), a former subsidiary
of FTX, has furnished general executive, administrative, financial, accounting, 
legal, environmental, insurance, personnel, engineering, tax, research and 
development, sales and certain other services to FTX pursuant to the terms of 
an Services Agreement (the "Services Agreement") in order to enable FTX to 
perform its duties as administrative managing general partner of the Company.  
The nature and timing of the services provided under the Services Agreement are 
similar to those historically provided directly by FTX to the Company. FRP 
generally reimburses FTX, at FTX's cost, including allocated overhead, for such 
services on a monthly basis, including amounts paid by FTX under the Services 
Agreement and allocated to FRP. Such costs are allocated among FRP, FTX and 
certain of FTX's other affiliates based on direct utilization whenever possible 
and an allocation formula based on a combination of the operating income, 
property, plant and equipment and capital expenditures of FRP, FTX and such 
other affiliates.

EMPLOYEES

    As of March 1, 1997, FTX had a total of 504 employees.

CAUTIONARY STATEMENT

    This report includes "forward-looking statements" within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the Securities 
Exchange Act of 1934.  All statements other than statements of historical fact 
included in this report, including, without limitation, the statements under the
headings "Business and Properties," "Market for Registrant's Common Equity and 
Related Stockholder Matters," and "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" regarding FTX's financial 
position and liquidity, distributions, FTX's strategic growth initiatives, 
future capital needs, development and capital expenditures (including the amount
and nature thereof), reserve estimates and additions, production levels, 
business strategies, and other plans and objectives of management of the Company
for future operations and activities, are forward-looking statements. These 
statements are based on certain assumptions and analyses made by the Company in 
light of its experience and its perception of historical trends, current 
conditions, expected future developments and other factors it believes are 
appropriate under the circumstances.  Such statements are subject to a number of
assumptions, risks and uncertainties, including the risk factors discussed below
and in the Company's other filings with the Securities and Exchange Commission 
(the "SEC"), general economic and business conditions, the business 
opportunities that may be presented to and pursued by the Company, changes in 
laws or regulations and other factors, many of which are beyond the control of 
the Company.  Readers are cautioned that any such statements are not
guarantees of future performance, and the actual results or developments may 
differ materially from those projected, predicted or assumed in the forward-
looking statements.  All subsequent written and oral forward-looking statements 
attributable to FTX or persons acting on its behalf are expressly qualified in 
their entirety by these cautionary statements.  Important factors that could 
cause actual results to differ materially from anticipated results or 
expectations include, among others:

*     Fluctuations in the actual or anticipated supply of and demand for 
      fertilizer products that are frequently affected by rapidly changing 
      agricultural conditions
*     Changes in governmental policies that affect the number of acres planted, 
      levels of grain stocks, the mix of crops planted and prevailing crop 
      prices
*     Fluctuations in the supply of and demand for sulphur, oil and gas
*     Imprecision in estimating sulphur, phosphate rock and oil and gas reserves
*     Possible increased environmental costs and liabilities arising from the 
      production, storage and distribution of phosphate fertilizers and 
      chemicals, sulphur, oil and gas
*     Unanticipated industrial accidents
*     Plant damage caused by severe weather or natural disasters
*     Unexpected geological conditions resulting in cave-ins, flooding and 
      rock-bursts and unexpected changes in rock stability conditions
*     Exchange rate fluctuations
*     Fluctuations in interest rates
*     Unanticipated difficulties in obtaining necessary financing
*     Timing of necessary governmental permits and approvals relating to 
      operations, expansions of operations and financing of operations
*     Difficulties in reaching agreements, or resolving disputes, with joint 
      venture partners, government officials, suppliers or customers
*     Other risk factors described from time to time in FTX's filings with the 
      SEC 

    Many of these factors are beyond FTX's ability to control or predict.  
Investors are therefore cautioned not to place undue reliance upon forward-
looking statements.  A more detailed discussion of certain of the 
foregoing factors follows:

Seasonality and Volatility of Product Markets

   The Company sells its fertilizer products in the domestic and export markets 
under spot market and long-term contract terms.  Agricultural demand for the 
Company's phosphate fertilizers is materially affected by prevailing 
agricultural conditions.  Generally, the Company experiences seasonal increases 
in domestic sales prior to the fall and spring planting of crops and diminished 
sales after the spring planting season.  Sales are also influenced by current 
and projected grain inventories and prices, quantities of fertilizers imported 
to and exported from North America and various governments' agricultural 
policies.  Grain inventories are directly influenced by highly unpredictable 
weather patterns and rapidly changing field conditions (particularly during 
periods of high fertilizer consumption), and by trends in world-wide food 
consumption.  

    Among the governmental policies that influence the fertilizer markets are 
those directly or indirectly influencing the number of acres planted, the level 
of grain stocks, the mix of crops planted and crop prices.  In the United States
, the Farm Bill enacted in April of 1996 ends government-guaranteed prices for 
corn, other feed grains, cotton, rice and wheat, and provides farmers with 
guaranteed payments that decline over seven years.  The Farm Bill also brought 
an immediate end to planting controls.  The Company has not yet determined 
whether the Farm Bill will have an effect on its operations.  The possibility 
that the U.S. government or any foreign government may remove acres from 
cultivation through subsidies to farmers is an important factor influencing the 
demand for fertilizers.

    All of the Company's major products are commodities, and the markets and 
prices for such products have been volatile historically and may continue to be 
volatile in the future.  The Company's operating margins and cash flow are 
subject to substantial fluctuations in response to changes in supply and demand 
for its products, conditions in the domestic and foreign agriculture industry, 
market uncertainties and a variety of additional factors beyond the Company's 
control.

Competition

    The sulphur, fertilizer and phosphate rock mining industries are highly 
competitive.  Because competition is based largely on price, maintaining low 
production costs is critical to competitiveness. Any increases in the Company's
costs or decreases in its competitors' costs affect the Company's ability to 
compete effectively.  Because the market for the Company's products is global, 
the Company faces intense competition from overseas producers, some of which are
state supported, especially those in North Africa and the former Soviet Union.  
Additionally, foreign competitors frequently are motivated by non-market factors
such as the need for hard currency, rather than by normal financial 
considerations.

Environmental Matters

    The Company's operations include exploration, mining, development and 
production of natural resources, chemical processing, and the extraction, 
handling, production, processing, treatment, storage, transportation and 
disposal of materials and waste products that may be toxic or hazardous.  
Consequently, the Company is subject to numerous environmental laws and 
regulations.  The Company has incurred and will continue to incur, significant 
capital expenditures and operating costs based on these laws and regulations.  
Continued governmental and public emphasis on environmental issues may result in
increased capital expenditures and operating costs in the future, although the 
impact of future laws and regulations or future changes to existing laws and 
regulations cannot be predicted or quantified.

  Federal legislation (sometimes referred to as "Superfund" legislation) imposes
liability, without regard to fault, for clean-up of certain waste sites, even
though waste management activities at the site may have been performed in 
compliance with regulations applicable at the time.  Under the Superfund 
legislation, one responsible party may be required to bear more than its 
proportional share of clean-up costs if payments cannot be obtained from other 
responsible parties.   In addition, federal and state regulatory programs and 
legislation mandate clean-up of certain wastes at operating sites.  Governmental
authorities have the power to enforce compliance with these regulations and 
permits, and violators are subject to civil and criminal penalties, including 
fines, injunctions or both.  Third parties also have the right to pursue legal 
actions to enforce compliance.  Liability under these laws can be significant 
and unpredictable.

   The Company has received notices from governmental agencies that it is one of
many potentially responsible parties at certain sites under relevant federal and
state environmental laws.  Some of these sites involve significant cleanup 
costs.  The ultimate settlement  of liability for the clean-up of such sites 
usually occurs many years after the receipt of notices identifying potentially 
responsible parties because of the many complex, technical and financial issues 
associated with site clean-up.  The Company cannot predict its potential 
liability for the clean-up costs that it may incur in the future.

Operating Hazards

    The Company's offshore sulphur mining and oil production operations, and its
marine transportation operations, are subject to marine perils, including 
collisions, fire, explosions, hurricanes and other adverse weather conditions. 
The Company's mining operations are also subject to risks such as unexpected 
geological conditions resulting in cave-ins, flooding and rock-bursts and 
unexpected changes in rock stability conditions.  The Company's oil exploration 
and production activities are subject to risks including blowouts, cratering and
fires, each of which could result in personal injury to personnel or damage to 
property and the environment.

    The Company's operations may be subject to significant interruption, and FRP
may be subject to significant liability due to industrial accidents occurring at
one or more of its plants, or drilling or mining operations, or severe weather 
or natural disaster damage to any one or more of its plants, or drilling or 
mining operations.

    The Company has in place programs to minimize the risks associated with its 
businesses. In addition, it has the benefit of certain liability, property 
damage, business interruption and other insurance coverage in types and amounts 
that it considers reasonable and believes to be customary in the Company's 
business. This insurance provides protection against loss from some, but not 
all, potential liabilities normally incident to the ordinary conduct of the 
Company's business, including coverage for certain types of damages associated 
with environmental and other liabilities that arise from sudden, unexpected and 
unforeseen events, with such coverage limits as management deems prudent.  
Through FTX and IMC-Agrico, property insurance is maintained to cover some, but 
not all of the risks of physical damage to tangible property of FRP as well as 
the corresponding cost of business interruption.

Foreign Sales

    A significant portion of the Company's revenues come from sales outside of 
the United States.  The Company's foreign sales are subject to numerous risks 
including changes in currency and exchange controls, the availability of foreign
exchange, laws, regulatory policies and actions affecting foreign trade and 
government subsidies, tariffs and quotas. 

Item 3.  Legal Proceedings.  

    Tom Beanal v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper & Gold Inc.,
Civ. No. 96-1474 (E.D. La. filed Apr. 29, 1996).  The plaintiff alleges 
environmental, human rights and social/cultural violations in Indonesia. 
He seeks $6 billion in monetary damages and other equitable relief.  The Company
and its former subsidiary, Freeport-McMoRan Copper & Gold Inc. ("FCX") deny 
these allegations, which it believes are inconsistent with the findings of a 
series of independent examinations of the Indonesian mining operations of FCX's 
subsidiary.  The Company believes the action is baseless and will vigorously 
defend such action.  The Company has filed a motion to dismiss all claims, which
motion is pending.

    Yosefa Alomang v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper & Gold 
Inc., Civ. No. 96-9962 (Orleans Civ. Dist. Ct. La. filed June 19, 1996).  This 
purported class action was dismissed by the Civil District Court of the Parish 
of Orleans, State of Louisiana on February 21, 1997 for lack of subject matter 
jurisdiction because the alleged conduct and damages occurred in Indonesia.  The
Court also held that venue was not proper in any Louisiana court.  On March 11, 
1997, the Court ruled that an amended complaint filed by the plaintiff did not 
cure the lack of subject matter jurisdiction.  The plaintiff had alleged 
substantially similar violations as those alleged in the Beanal suit and sought 
unspecified monetary damages and other equitable relief.

    In addition to the foregoing proceedings, FTX may be from time to time 
involved in various legal proceedings of a character normally incident to the 
ordinary course of its business.  Management believes that potential liability 
in any such or threatened proceedings would not have a material adverse effect 
on the financial condition or results of operations of FTX.  FTX maintains 
liability insurance to cover some, but not all, potential liabilities normally 
incident to the ordinary course of its business as well as other insurance 
coverages customary in its business, with such coverage limits as management 
deems prudent.

Item 4.  Submission of Matters to a Vote of Security Holders.

    Not applicable.  

Executive Officers of the Registrant.

    Certain information about the executive officers of FTX as of March 14, 1997
is set forth in the following table and accompanying text:  

         Name               Age          Position or Office

    Richard C. Adkerson      50        Vice Chairman of the Board

    Michael J. Arnold        44        Senior Vice President

    Thomas J. Egan           52        Senior Vice President

    W. Russell King          47        Senior Vice President

    Rene L. Latiolais        54        President and Chief Executive Officer

    James R. Moffett         58        Chairman of the Board

    Robert M. Wohleber       46        Senior Vice President

    Richard C. Adkerson has served as Vice Chairman of the Board and a Director 
of the Company since August 1995. Mr. Adkerson is Executive Vice President of 
FCX and P.T. Freeport Indonesia Company ("PT-FI"), an operating subsidiary of 
FCX.  He is Co-Chairman of the Board, Chief Executive Officer and a Director of 
McMoRan Oil & Gas Co. ("MOXY").  In addition, he is Chairman of the Board, Chief
Executive Officer and a Director of FM Properties Inc. ("FMPO").  From 1992 to 
August 1995, Mr. Adkerson was Senior Vice President of FTX.

    Michael J. Arnold has served as Senior Vice President of the Company since 
November 1996.  From May 1993 to November 1996, Mr. Arnold was Vice President 
and Controller-Operations of the Company and was a Vice President of the Company
from October 1991 to May 1993.  Mr. Arnold is a Senior Vice President of FCX.  
From July 1994 to November 1996, Mr. Arnold was Vice President and Controller-
Operations of FCX.

    Thomas J. Egan has served as Senior Vice President of the Company since 
November 1993.  From November 1987 to November 1993, Mr. Egan was Vice President
of the Company.  Mr. Egan is a Senior Vice President of FCX.

    W. Russell King has served as Senior Vice President of the Company since 
November 1993.  From October 1984 to November 1993, Mr. King was Vice President 
of the Company.  Mr. King is a Senior Vice President of FCX.

    Rene L. Latiolais has served as President and Chief Executive Officer of the
Company since August 1995 and as a Director of the Company since August 1993.  
Mr. Latiolais was Chief Operating Officer of the Company until 1995 and 
Executive Vice President of the Company until 1993.  Mr. Latiolais has served as
President and Chief Executive Officer of FRP since June 1988.  Mr. Latiolais is 
Vice Chairman of the Board and a Director of FCX.  He is a Commissioner of 
PT-FI.  

    James R. Moffett has served as Chairman of the Board of the Company since 
May 1992 and as a Director of the Company since April 1981.  Mr. Moffett is 
Chairman of the Board, Chief Executive Officer and a Director of FCX.  He is 
President Commissioner PT-FI.  Mr. Moffett is Co-Chairman of the Board and a 
Director of MOXY.

   Robert M. Wohleber has served as Senior Vice President of the Company and FRP
since November 1996.  From June 1994 to November 1996, Mr. Wohleber was Vice 
President of the Company.  He served as Vice President and Treasurer of the 
Company from May 1992 to June 1994 and served as Treasurer of the Company from 
May 1989 to May 1992.  Mr. Wohleber has also been a Vice President of FCX since 
July 1994.  He served as Vice President and Treasurer of FCX from July 1993 to 
June 1994.  He served as Treasurer of FCX from August 1990 to June 1993. 


                              PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

        The information set forth under the captions "Common Shares" and "Common
Share Dividends" on the inside back cover of FTX's Annual Report to Stockholders
for the year ended December 31, 1996 is incorporated herein by reference. As of 
March 14, 1997, there were 8,476 record holders of FTX's common stock.   

Item 6.  Selected Financial Data.

        The information set forth under the caption "Selected Financial and 
Operating Data" on page 12 of FTX's Annual Report to Stockholders for the year 
ended December 31, 1996 is incorporated herein by reference.  

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

    The information set forth under the caption "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" on pages 13 through 
19 of FTX's Annual Report to Stockholders for the year ended December 31, 1996 
is incorporated herein by reference.  

Item 8.  Financial Statements and Supplementary Data.

    The financial statements of FTX and its consolidated subsidiaries, the notes
thereto and the report thereon of Arthur Andersen LLP, appearing on pages 21 
through 37, and the report of management on page 20 of FTX's Annual Report to
Stockholders for the year ended December 31, 1996 are incorporated herein by 
reference.  

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure.

    Not applicable.  


                             PART III

Items 10.  Directors and Executive Officers of the Registrant.

    The information set forth under the caption "Information About Nominees and 
Directors" of the Proxy Statement submitted to the stockholders of the 
registrant in connection with its 1997 Annual Meeting to be held on April 29, 
1997 is incorporated herein by reference.

Items 11.  Executive Compensation.

    The information set forth under the captions "Director Compensation" and 
"Executive Officer Compensation" of the Proxy Statement submitted to the 
stockholders of the registrant in connection with its 1997 Annual Meeting to be 
held on April 29, 1997 is incorporated herein by reference.

Items 12.  Security Ownership of Certain Beneficial Owners and Management.

    The information set forth under the captions "Securities Ownership of 
Directors and Executive Officers" and "Common Stock Ownership of Certain 
Beneficial Owners" of the Proxy Statement submitted to the stockholders of the 
registrant in connection with its 1997 Annual Meeting to be held on April 29, 
1997 is incorporated herein by reference.

Items 13.  Certain Relationships and Related Transactions.

    The information set forth under the caption "Certain Transactions" of the 
Proxy Statement submitted to the stockholders of the registrant in connection 
with its 1997 Annual Meeting to be held on April 29, 1997 is incorporated herein
by reference.

                              PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1), (a)(2), and (d).  Financial Statements.

    See Index to Financial Statements appearing on page F-1 hereof.  
  
(a)(3) and (c).  Exhibits.

    See Exhibit Index beginning on page E-1 hereof.  
  
(b).  Reports on Form 8-K.

    During the last quarter of the period covered by this report, FTX filed a 
report on Form 8-K dated December 20, 1996 reporting an event under item 5 
thereof.  No financial statements were filed.                            


                                        SIGNATURES


    Pursuant to the requirements of Section 13 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, on November 18, 1997.  


                                  FREEPORT-McMoRan INC.


                                  By:            /s/ Richard C. Adkerson  
                                                     Richard C. Adkerson
                                                 Vice Chairman of the Board
                                                        and Director

    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities indicated on November 18, 1997.



Signature                       Title


        *                       President, Chief Executive Officer and Director
Rene L. Latiolais               (Principal Executive Officer)


        *                      Senior Vice President and Chief Financial Officer
Robert M. Wohleber              (Principal Financial Officer)


/s/C. Donald Whitmire Jr.      Controller-Financial Reporting         
C. Donald Whitmire Jr.           (Principal Accounting Officer)


/s/Richard C. Adkerson          Vice Chairman of the Board and Director         
Richard C. Adkerson


        *                       Director
Robert W. Bruce III


        *                       Director
Robert A. Day


        *                       Director
William B. Harrison, Jr.



        *                       Director
Henry A. Kissinger


        *                       Director
Bobby Lee Lackey


        *                       Director
Gabrielle K. McDonald


        *                       Chairman of the Board and Director 
James R. Moffett


        *                       Director
George Putnam


        *                       Director 
B.M. Rankin, Jr.


        *                       Director
J. Taylor Wharton



*By: /s/ Richard C. Adkerson                                
       Richard C. Adkerson
       Attorney-in-fact




INDEX TO FINANCIAL STATEMENTS

     The financial statements of FTX and its consolidated
subsidiaries, the notes thereto, and the report thereon of Arthur
Andersen LLP, appearing on pages 21 through 37, inclusive, of FTX's
1996 Annual Report to stockholders are incorporated by reference.

     The financial statement schedules listed below should be read in
conjunction with such financial statements contained in FTX's 1996
Annual Report to stockholders.

                                                                Page

     Report of Independent Public Accountants                    F-1

     III-Condensed Financial Information of Registrant           F-2

     VIII-Valuation and Qualifying Accounts                      F-5

     Schedules other than those listed above have been omitted since
they are either not required, not applicable or the required
information is included in the financial statements or notes thereto.



               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We have audited, in accordance with generally accepted auditing
standards, the financial statements as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996
included in Freeport-McMoRan Inc.'s annual report to stockholders
incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 21, 1997.  Our audits were made for the
purpose of forming an opinion on those statements taken as a whole.
The schedules listed in the index above are the responsibility of the
Company's management and are presented for purposes of complying with
the Securities and Exchange Commission's rules and are not part of the
basic financial statements.  These schedules have been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.



                                        Arthur Andersen LLP

New Orleans, Louisiana,
  January 21, 1997


 FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                                        BALANCE SHEETS

                                          December 31,
                                     ------------------------
                                        1996          1995
                                     ----------    ----------
ASSETS                                    (In Thousands)
Current assets:
Accounts receivable from FRP         $        -    $   24,740
Accounts receivable -other                2,659        25,661
Prepaid expenses and other                  220           807
                                     ----------    ----------
  Total current assets                    2,879        51,208
Property, plant and equipment -net       41,899        48,139
Investment in FRP                       189,218       211,016
Long-term receivables and other
 assets                                   5,113        18,968
                                     ----------    ----------
Total assets                         $  239,109    $  329,331
                                     ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued
 liabilities                         $   23,515    $   58,528
Long-term debt                           38,000             -
Other liabilities and deferred
 credits                                 83,292        78,866
Stockholders' equity                     94,302       191,937
                                     ----------    ----------
Total liabilities and
 stockholders' equity                $  239,109    $  329,331
                                     ==========    ==========
The footnotes contained in FTX's 1996 Annual Report to stockholders
are an integral part of these statements.

         FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                         STATEMENTS OF INCOME

                                         Years Ended December 31,
                                     -----------------------------------
                                        1996          1995          1994
                                     ----------    ----------    ----------
                                                 (In Thousands)
Revenues                             $      422    $      745    $      749 
                                     ----------    ----------    -----------
Cost of sales                             1,958         2,673         7,203
Exploration expenses                          -             -         3,738 
General and administrative
 expenses                                 4,972         9,816        12,664 
                                     ----------    ----------    ----------
  Total costs and expenses                6,930        12,489        23,605
                                     ----------    ----------    ----------
Operating loss                           (6,508)      (11,744)      (22,856)
Interest expense, net                    (1,063)      (19,908)      (38,591)
Equity in earnings of
 subsidiaries                            77,579        60,378        10,881
Other income, net                         2,246        12,692         2,173 
                                     ----------    ----------    ----------
Income (loss) before income taxes        72,254        41,418       (48,393)
Income tax (provision) benefit          (27,164)       50,982        13,261
                                     ----------    ----------    ----------
  Income (loss) from continuing
   operations                            45,090        92,400       (35,132)
  Discontinued operations                     -       340,424       107,715
                                     ----------    ----------    ----------
  Income before extraordinary item       45,090       432,824        72,583 
  Extraordinary loss on early
   extinguishment of debt, net              -               -       (9,108)
                                       ----------    ----------    ----------
Net income                               45,090       432,824        63,475 
Preferred dividends                      (4,382)      (42,283)      (22,032)
                                     ----------    ----------    ----------
Net income applicable to common
 stock                               $   40,708    $  390,541    $   41,443 
                                     ==========    ==========    ==========
The footnotes contained in FTX's 1996 Annual Report to stockholders
are an integral part of these statements.

         FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                       STATEMENTS OF CASH FLOW

                                          Years Ended December 31,
                                     -------------------------------------
                                        1996          1995          1994
                                     ----------    ----------    ----------
Cash flow from operating activities:             (In Thousands)
Net income                           $   45,090    $  432,824    $   63,475 
Adjustments to reconcile net income
 to net cash provided by operating
 activities: 
  Extraordinary loss on early
   extinguishment of debt                     -             -         9,108 
  Depreciation and amortization           1,942         3,767         9,073 
  Oil and gas exploration expenses            -            16         5,231 
  Equity in (earnings) losses of
   subsidiaries                         (77,579)     (115,071)      (64,973)
  Cash distributions from
   subsidiaries                         100,125       141,179        92,000 
  Gain on sale of FCX Class A shares          -      (435,060)            -
  Loss on recapitalization of FTX
   securities                                 -        44,371             -
  Gain on conversion/distribution
   of FCX securities                          -             -      (114,750)
  Deferred income taxes                  22,004        17,886        18,558 
  (Increase) decrease in working
   capital, net of effect of
   acquisitions and dispositions:
    Accounts receivable                  22,596        (1,782)       (2,146)
    Prepaid expenses and other              587         5,276         4,694 
    Accounts payable and accrued
     liabilities                        (24,619)       (30,936)       22,389
  Other                                  (7,540)        24,734        12,867
                                       ---------      ----------    ---------
Net cash provided by operating
 activities                               82,606        87,204        55,526
                                      ------------    ---------     ---------

Cash flow from investing
 activities:
Capital expenditures                      (1,380)       (2,059)      (32,958)
Sale of assets                               -          25,000        65,596
                                         --------      ---------    ---------
Net cash provided by (used in)
 investing activities                     (1,380)       22,941       32,638
                                         ---------     -------       -------

Cash flow from financing activities:
Proceeds from sale of FCX Class A shares      -         497,166         -
Purchase of:
  FTX common shares                      (132,118)      (44,752)    (67,747)
  FCX Class A shares                          -         (58,906)    (47,596)
  FRP units                                (1,305)       (2,253)        -
  ABC debentures                              -        (280,826)        -
  6.55% Senior notes                          -         (14,955)        -
  10 7/8% Senior Debentures                   -             -      (142,919)
Distribution of MOXY shares                   -             -       (35,441)
Borrowings (repayments) of debt -net        38,000     (165,000)    155,000
(Increase) decrease in long-term note due
 from FCX                                      -            800      11,470
(Increase) decrease in long-term note due
 from FRP                                    24,740     (24,740)    100,900  
Cash dividends paid:
  Common stock                               (9,346)     (5,168)    (44,467)
  Preferred stock                            (4,382)     (8,757)    (22,110)
Other                                         3,185      (2,754)      4,746
                                             -------     -------     -------
Net cash used in financing
 activities                                  (81,226)  (110,145)    (88,164)
                                             --------  ---------    --------
Net decrease in cash and cash
 equivalents                                    -          -           -
Cash and cash equivalents at
 beginning of year                              -          -           -
                                            ---------  ----------   --------
Cash and cash equivalents at
 end of year                                $   -       $  -        $  - 
                                            =========   ========     ===========
The footnotes contained in FTX's 1996 Annual Report to stockholders
are an integral part of these statements.



         FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES

          SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

        for the years ended December 31, 1996, 1995 and  1994

Col. A          Col. B              Col. C             Col. D         Col. E
----------     ----------    ---------------------    ----------    ----------

                                  Additions
                             -----------------------
               Balance at    Charged to    Charged to                Balance at
              Beginning of   Costs and       Other       Other-Add     End
Description     Period       Expenses      Accounts      (Deduct)    of Period
----------     ----------    ----------    ----------    ---------   ---------
                                 (In Thousands)
Reserves and allowances deducted from asset accounts:
Reclamation and mine shutdown reserves:
  1996:
Sulphur      $   71,954    $    3,920    $        -    $  (28,217)a     $47,657
Fertilizer       35,931        10,137             -        (3,781)       42,287
Oil & Gas        21,096         1,288             -        (5,954)       16,430
             ----------    ----------    ----------    ----------    ----------
             $  128,981    $   15,345    $        -    $  (37,952)b   $106,374
             ==========    ==========    ==========    ==========    ==========
  1995:
Sulphur      $   55,105    $    2,643    $        -    $   14,206c   $   71,954
Fertilizer       37,683         2,785             -        (4,537)       35,931
Oil & Gas        19,989         1,666             -          (559)       21,096
             ----------    ----------    ----------    ----------    ----------
             $  112,777    $    7,094    $        -    $    9,110b   $  128,981
             ==========    ==========    ==========    ==========    ==========
  1994:
Sulphur      $   57,287    $    1,041    $        -    $   (3,223)   $   55,105 
Fertilizer       38,437         2,310             -        (3,064)       37,683 
Oil & Gas        14,963         3,799             -         1,227        19,989 
             ----------    ----------    ----------    ----------    ----------
             $  110,687    $    7,150    $        -    $   (5,060)b  $ 112,777
             ==========    ==========    ==========    ==========    ==========

a.   Includes a reclassification to short-term payables of $17.1
million.

b.   Includes expenditures of $13.6 million in 1996, $11.1 million in
1995 and $9.7 million in 1994.

c.   Includes $15.2 million of liabilities assumed in connection with
the acquisition of the sulphur assets of Pennzoil Co.  (See Note 9 to
the Financial Statements).                              


                        Freeport-McMoRan Inc.  

                           Exhibit Index


Exhibit
Number                              
  


3.1   Composite copy of Certificate of Incorporation of FTX, as amended.
Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of
FTX for the quarter ended June 30, 1992 (the "FTX 1992 Second Quarter Form 
10-Q").


3.2   By-Laws of FTX, as amended.


4.1   Certificate of Designations of the $4.375 Convertible Exchangeable 
Preferred Stock of FTX.  Incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K of FTX dated March 23, 1992.  



4.2   Amended and Restated Agreement of Limited Partnership of FRP dated as of 
May 29, 1987 (the "FRP Partnership Agreement") among FTX, Freeport Phosphate 
Rock Company and Geysers Geothermal Company, as general partners, and Freeport 
Minerals Company ("FMC"), as general partner and attorney-in-fact for the 
limited partners, of FRP.  Incorporated by reference to Exhibit B to the 
Prospectus dated May 29, 1987 included in FRP's Registration Statement on  Form 
S-1, as amended, as filed with the Commission on May 29, 1987  (Registration No.
33-13513).



4.3   Amendment to the FRP Partnership Agreement dated as of December 16, 1988 
effected by FMC, as Administrative Managing General Partner, and FTX, as General
Partner, of FRP.  Incorporated by reference to Exhibit 3.2 to the Annual Report 
on Form 10-K of FRP for the fiscal year ended December 31, 1994.



4.4   Amendment to the FRP Partnership Agreement dated as of March 29, 1990 
effected by FMC, as Administrative Managing General Partner, and FTX, as 
Managing General Partner, of FRP.  Incorporated by reference to Exhibit 19.2 to 
the Quarterly Report on Form 10-Q of FRP for the quarter ended March 31, 1990 
(the "FRP 1990 First Quarter Form 10-Q").



4.5   Amendment to the FRP Partnership Agreement dated as of April 6, 1990 
effected by FTX, as Administrative Managing General Partner of FRP.  
Incorporated by reference to Exhibit 19.3 to the FRP 1990 First Quarter Form 
10-Q.


4.6   Amendment to the FRP Partnership Agreement dated as of January 27, 1992 
between FTX, as Administrative Managing General Partner, and FMRP Inc., as 
Managing General Partner of FRP.  Incorporated by reference to Exhibit 3.3 to 
the Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 
1991 (the "FRP 1991 Form 10-K").



4.7   Amendment to the FRP Partnership Agreement dated as of October 14, 1992 
between FTX, as Administrative Managing General Partner, and FMRP Inc., as 
Managing General Partner of FRP.  Incorporated by reference to Exhibit 3.4 to 
the Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 
1992 (the "FRP 1992 Form 10-K").



4.8   Deposit Agreement dated as of June 27, 1986 (the "Deposit Agreement") 
among FRP, The Chase Manhattan Bank, N.A. ("Chase") and Freeport Minerals 
Company, as attorney-in-fact of those limited partners and assignees holding 
depositary receipts for units of limited partnership interests in FRP 
("Depositary Receipts").  Incorporated by reference to Exhibit 28.4 to the 
Current Report on Form 8-K of FTX dated July 11, 1986.



4.9   Resignation dated December 26, 1991 of Chase as Depositary under the 
Deposit Agreement and appointment dated December 27, 1991 of Mellon Bank, N.A. 
("Mellon") as successor Depositary, effective January 1, 1992.  Incorporated by
reference to Exhibit 4.5 to the FRP 1991 Form 10-K.



4.10  Service Agreement dated as of January 1, 1992 between FRP and Mellon 
pursuant to which Mellon will serve as Depositary under the Deposit Agreement 
and Custodian under the Custodial Agreement.  Incorporated by reference to 
Exhibit 4.6 to the FRP 1991 Form 10-K.



4.11  Amendment to the Deposit Agreement dated as of November 18, 1992 between 
FRP and Mellon.  Incorporated by reference to Exhibit 4.4 to the FRP 1992 Form 
10-K.


4.12  Form of Depositary Receipt.  Incorporated by reference to Exhibit 4.5 to 
the FRP 1992 Form 10-K.



4.13  Custodial Agreement regarding the FRP Depositary Unit Reinvestment Plan 
among FTX, FRP and Chase, effective as of April 1, 1987 (the "Custodial 
Agreement"). Incorporated by reference to Exhibit 19.1 to the Quarterly Report 
on Form 10-Q of FRP for the quarter ended June 30, 1987.



4.14  FRP Depositary Unit Reinvestment Plan.  Incorporated by reference to 
Exhibit 4.4 to the FRP 1991 Form 10-K.



4.15  Second Amended and Restated Credit Agreement dated as of November 14, 1996
(the "FTX/FRP Credit Agreement") among FTX, FRP, the various financial 
institutions that are parties thereto (the "Banks"), The Chase Manhattan Bank 
(successor by merger to Chemical Bank) and The Chase Manhattan Bank (National 
Association), as Administrative Agent, FRP Collateral Agent, FTX Collateral 
Agent and Documentary Agent. 



4.16  Subordinated Indenture as of October 26, 1990 (the "Subordinated 
Indenture") between FRP and Manufacturers Hanover Trust Company ("MHTC") as 
Trustee.  Incorporated by reference to Exhibit 4.11 to the Annual Report on Form
10-K of FRP for the fiscal year ended December 31, 1993.



4.17  First Supplemental Indenture dated as of February 15, 1994 between FRP and
Chemical Bank, as Successor to MHTC, as Trustee, to the Subordinated Indenture
providing for the issuance of $150,000,000 of aggregate principal amount of 8 
3/4% Senior Subordinated Notes due 2004.  Incorporated by reference to Exhibit 
4.12 to the FRP 1993 Form 10-K.



4.18  Form of Senior Indenture (the "Senior Indenture") from FRP to Chemical 
Bank, as Trustee.  Incorporated by reference to Exhibit 4.1 to the Current 
Report on Form 8-K of FRP dated February 13, 1996.



4.19  Form of Supplemental Indenture dated February 14, 1996 from FRP to 
Chemical Bank, as Trustee, to the Senior Indenture providing for the issuance of
$150,000,000 aggregate principal amount of 7% Senior Notes due 2008.  
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated
February 16, 1996 of FRP.



10.1  Contribution Agreement dated as of April 5, 1993 between FRP and IMC (the
"FRP-IMC Contribution Agreement").  Incorporated by reference to Exhibit 2.1 to 
the Current Report on Form 8-K of FRP dated July 15, 1993 (the "FRP July 15, 
1993 Form 8-K").



10.2  First Amendment dated as of July 1, 1993 to the FRP-IMC Contribution 
Agreement. Incorporated by reference to Exhibit 2.2 to the FRP July 15, 1993 
Form 8-K.



10.3  Amended and Restated Partnership Agreement dated as of May 26, 1995 among
IMC-Agrico GP Company, Agrico, Limited Partnership and IMC-Agrico MP Inc. 
Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K of 
FRP for the fiscal year ended December 31, 1995 (the "FRP 1995 Form 10-K").



10.4  Amendment and Agreement dated as of January 23, 1996 to the Amended and 
Restated Partnership Agreement dated May 26, 1995 by and among IMC-Agrico MP, 
Inc., IMC Global Operations, Inc. and IMC-Agrico Company.  Incorporated by 
reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 13, 
1996 of FRP.



10.5  Amended and Restated Parent Agreement dated as of May 26, 1995 among IMC
Global Operations, Inc., FRP, FTX and IMC-Agrico.  Incorporated by reference to 
the FRP 1995 Form 10-K.



10.6  Asset Purchase Agreement dated as of October 22, 1994 between FRP and 
Pennzoil Company (the "Asset Purchase Agreement").  Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of FRP dated January 18, 1995 
(the "FRP January 18, 1995 8-K").



10.7  Amendment No. 1 dated as of January 3, 1995 to the Asset Purchase 
Agreement. Incorporated by reference to Exhibit 2.2 to the FRP January 18, 1995 
8-K.


Executive Compensation Plans and Arrangements (Exhibits 10.8 through 10.27)


10.8  Annual Incentive Plan of FTX, as amended. 



10.9  1992 Long-Term Performance Incentive Plan of FTX, as amended. 



10.10 1987 Long-Term Performance Incentive Plan of FTX, as amended. 



10.11 FTX Variable Compensation Incentive Program, as amended.  Incorporated by
reference to Exhibit 19.4 to the FTX 1991 Third Quarter Form 10-Q.



10.12 FTX Performance Incentive Awards Program, as amended.  Incorporated by 
reference to Exhibit 10.12 to the Annual Report on Form 10-K of FTX for the 
fiscal year ended December 31, 1995 (the "FTX 1995 Form 10-K").



10.13 FTX President's Award Program, as amended.  Incorporated by reference to 
Exhibit 10.13 to the FTX 1995 Form 10-K.



10.14 FTX 1992 Stock Option Plan, as amended.



10.15 1982 Stock Option Plan of FTX, as amended. 



10.16 FTX 1992 Stock Incentive Unit Plan, as amended. 



10.17 1988 Stock Option Plan for Non-Employee Directors of FTX, as amended.  



10.18 FTX 1991 Plan for Deferral of Directors' Fees, as amended.



10.19 FTX 1996 Stock Option Plan, as amended.



10.20 Financial Counseling and Tax Return Preparation and Certification Program 
of FTX, as amended.  Incorporated by reference to Exhibit 10.21 to the FTX 1995 
Form 10-K.



10.21
FTX Executive Universal Life Insurance Plan.  Incorporated by reference to 
Exhibit 10.32 to the FTX 1992 Form 10-K.



10.22
FM Services Company Performance Incentive Awards Program.  Incorporated by
reference to Exhibit 10.14 to the Annual Report on Form 10-K of FCX for the 
fiscal year ended December 31, 1995 (the "FCX 1995 Form 10-K").



10.23 Financial Counseling and Tax Return Preparation and Certification Program 
of FM Services Company.  Incorporated by reference to Exhibit 10.15 to the FCX 
1995 Form 10-K.



10.24 Agreement for Consulting Services between FTX and B.  M.  Rankin, Jr., 
effective as of January 1, 1990.  Incorporated by reference to Exhibit 19.2 to 
the Quarterly Report on Form 10-Q of FTX for the quarter ended March 31, 1990.



10.25 Consulting Agreement dated as of December 22, 1988, between FTX and 
Kissinger Associates, Inc.  ("Kissinger Associates").  Incorporated by reference
to Exhibit 10.35 to the FTX 1992 Form 10-K.



10.26 Letter Agreement dated May 1, 1989, between FTX and Kent Associates, Inc. 
(predecessor in interest to Kissinger Associates).  Incorporated by reference to
Exhibit 10.36 to the FTX 1992 Form 10-K.



10.27 Letter Agreement dated January 27, 1997 among Kissinger Associates, Kent
Associates, Inc., FTX, FCX and FM Services Company ("FMS").  Incorporated by
reference to Exhibit 10.20 to the Annual Report on Form 10-K of FCX for the 
fiscal year ended December 31, 1996 (the "FCX 1996 Form 10-K").



10.28 Letter Agreement dated December 18, 1996 among Charles W. Goodyear, IV, 
FCX, FTX, FMS and certain other entities.  Incorporated by reference to Exhibit 
10.23 to the FCX 1996 Form 10-K.     



10.29 Letter Agreement dated December 18, 1996 between Charles W. Goodyear, IV 
and FMS.  Incorporated by reference to Exhibit 10.24 to the FCX 1996 Form 10-K. 



11.1 FTX and Consolidated Subsidiaries Computation of Net Income Per Common and
Common Equivalent Share.



13.1 Those portions of the 1996 Annual Report to stockholders of FTX that are 
incorporated herein by reference.



21.1 Subsidiaries of FTX.



23.1 Consent of Arthur Andersen LLP dated March 28, 1997.



23.2 Consent of Ernst & Young LLP dated March 28, 1997.



24.1 Certified resolution of the Board of Directors of FTX authorizing this 
report to be signed on behalf of any officer or director pursuant to a Power of 
Attorney.



24.2 Powers of Attorney pursuant to which this report has been signed on behalf 
of certain officers and directors of FTX.



27.1 FTX Financial Data Schedule.



99.1 Report of Ernst & Young LLP.