EXHIBIT 10.17

            1988 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                        OF FREEPORT-MCMORAN INC.


                               ARTICLE I

                           PURPOSE OF THE PLAN

     This 1988 Stock Option Plan for Non-Employee Directors (this "Plan")
is  intended  to  provide  a  method  whereby  non-employee  directors of
Freeport-McMoRan  Inc. (the "Company"), who are making and will  continue
to make substantial  contributions  to the success of the Company and its
Subsidiaries  (as hereinafter defined),  may  be  compensated  for  their
contributions and  encouraged  to  acquire  a proprietary interest in the
Company, and whereby prospective new directors  may be persuaded to serve
the Company as directors, and to promote the interests of the Company and
all its stockholders. Accordingly, the Company will,  on or before May 1,
1997, grant to such persons as are identified in this Plan, in the manner
hereinafter  provided,  options  ("Options")  to purchase shares  of  the
Common Stock of the Company ("Common Stock"), on the terms and subject to
the conditions hereinafter set forth.


                            ARTICLE II

                           DEFINITIONS

     For the purposes of this Plan, the following  terms  shall  have the
meanings indicated:

          Applicable   Rate:    The  rate,  expressed  as  a  percentage,
     determined according to the following formula:

                       x divided by (1 - x)

     in which x equals the maximum  federal income tax rate applicable to
     individuals  in effect on the applicable  Income  Recognition  Date;
     provided, the Applicable Rate shall never exceed 100%.

          Board:  The Board of Directors of the Company.

          Change in Control:  A Change in Control shall be deemed to have
     occurred if either (a) any person, or any two or more persons acting
     as a group, and  all affiliates of such person or persons, shall own
     beneficially  more   than   20%  of  the  Common  Stock  outstanding
     (exclusive  of shares held in  the  Company's  treasury  or  by  the
     Company's Subsidiaries)  pursuant  to a tender offer, exchange offer
     or series of purchases or other acquisitions,  or any combination of
     those  transactions,  or  (b)  there  shall  be  a  change   in  the
     composition  of  the  Board  at  any time within two years after any
     tender offer, exchange offer, merger,  consolidation, sale of assets
     or contested election, or any combination  of  those transactions (a
     "Transaction"), so that (i) the persons who were  directors  of  the
     Company  immediately  before  the  first  such  Transaction cease to
     constitute a majority of the Board of Directors of  the  corporation
     which  shall  thereafter  be  in control of the companies that  were
     parties to or otherwise involved  in  such  Transaction, or (ii) the
     number  of  persons  who  shall  thereafter  be  directors  of  such
     corporation  shall  be  fewer  than  two-thirds  of  the  number  of
     directors   of   the   Company   immediately  prior  to  such  first
     Transaction.  A Change in Control shall be deemed to take place upon
     the first to occur of the events specified  in the foregoing clauses
     (a) and (b).

          Code:  The Internal Revenue Code of 1986,  as amended from time
     to time.

          Committee:  A committee of the Board designated by the Board to
     administer  the Plan and composed of not fewer than  two  directors,
     each of whom,  to  the  extent  necessary  to comply with Rule 16b-3
     only, is a "non-employee director" within the  meaning of Rule 16b-3
     and, to the extent necessary to comply with Section  162(m) only, is
     an   "outside  director"  under  Section  162(m).   Until  otherwise
     determined  by  the  Board,  the  Committee  shall  be the Corporate
     Personnel Committee of the Board.

          Election  Period:   The period beginning on the third  business
     day following a date on which  the  Company releases for publication
     its quarterly or annual summary statements  of  sales  and earnings,
     and ending on the twelfth business day following such date.

          Eligible Director:  A director of the Company who is  not,  and
     within  the  preceding  one  year  has  not been, an employee of the
     Company  or  a  Subsidiary or otherwise eligible  for  selection  to
     participate in any  plan  of  the  Company  or  any  Subsidiary that
     entitles the participants therein to acquire stock, stock options or
     stock appreciation rights of the Company or its Subsidiaries.

          Exchange Act:  The Securities Exchange Act of 1934,  as amended
     from time to time.

          Fair Market Value:  The average of the high and low quoted sale
     prices of a share of Common Stock or a Subsidiary Equity Security on
     the date in question (or, if there is no reported sale on such date,
     on  the last preceding date on which any reported sale occurred)  on
     the Composite Tape for the New York Stock Exchange-Listed Stocks or,
     if on  such  date  the Common Stock or Subsidiary Equity Security is
     not quoted on such Composite Tape, on the New York Stock Exchange.

          Income Recognition  Date:   With respect to any share of Common
     Stock purchased upon the exercise  of  an  Option  or any Subsidiary
     Equity Security distributed in connection therewith,  the  later  of
     (a)  the  date of such exercise, or (b) the date on which the rights
     of the holder  of  such  Option in such security become transferable
     and not subject to a substantial  risk  of  forfeiture  (within  the
     meaning  of Section 83 of the Code); provided, however, that if such
     holder shall  make an election pursuant to Section 83(b) of the Code
     with respect to  such  security  the  Income  Recognition  Date with
     respect thereto shall be the date of the Option exercise.

          Option Cancellation Gain:  With respect to the cancellation  of
     an Option pursuant to Section 3 of Article IV hereof, the sum of (a)
     the  excess  of  the Fair Market Value as of the Option Cancellation
     Date (as that term  is defined in Section 3 of Article IV hereof) of
     all the outstanding shares  of  Common Stock covered by such Option,
     whether or not then exercisable,  over  the  purchase  price of such
     shares under such Option, (b) the Fair Market Value as of the Option
     Cancellation  Date  of  any Subsidiary Equity Securities that  would
     have been distributed pursuant  to  Section  5 of Article VII hereof
     had there been an exercise as of the Option Cancellation Date of all
     the  outstanding  shares  of Common Stock covered  by  such  Option,
     whether or not then exercisable,  (c) the amount of any cash in lieu
     of any Subsidiary Equity Securities  and  any  fractional  interests
     therein  that would have been distributed pursuant to Section  5  of
     Article VII  hereof  had  there  been  an  exercise as of the Option
     Cancellation  Date  of all the outstanding shares  of  Common  Stock
     covered by such Option,  whether  or  not then exercisable, plus (d)
     the amount equal to the Applicable Rate  multiplied  by the total of
     the amounts set forth in clauses (a), (b) and (c).

          Option  Gain:   The  sum  of (a) the excess of the Fair  Market
     Value of the shares of Common Stock  covered  by  the exercise of an
     Option  over  the purchase price of such shares under  such  Option,
     plus (b) the Fair  Market  Value of any Subsidiary Equity Securities
     (including fractions thereof)  distributed  or  paid  in the form of
     cash as a result of such exercise pursuant to Section 5  of  Article
     VII  hereof; as such Fair Market Values are determined in each  case
     on (i)  the  Income  Recognition  Date  with  respect  to  each such
     security or (ii) the date of such exercise, whichever is less.

          Rule  16b-3:   Rule  16b-3  promulgated  by  the  SEC under the
     Exchange  Act,  or  any successor rule or regulation thereto  as  in
     effect from time to time.

          SEC:  The Securities  and  Exchange  Commission,  including the
     staff thereof, or any successor thereto.

          Section 162(m):  Section 162(m) of the Code and all regulations
     promulgated thereunder as in effect from time to time.

          Subsidiary:   Any  corporation  of which stock representing  at
     least  50%  of  the  ordinary voting power  is  owned,  directly  or
     indirectly, by the Company  and  any  other  entity  of which equity
     securities  or  interests representing at least 50% of the  ordinary
     voting power or 50%  of  the  total  value  of all classes of equity
     securities  or  interests  of  such  entity are owned,  directly  or
     indirectly, by the Company.

          Subsidiary Equity Security:  Any  security  or  interest in the
     nature  of  an  equity security or interest, according to  generally
     accepted  accounting   principles,  of  a  Subsidiary  or  a  former
     Subsidiary or any security  or interest representing such a security
     or  interest;  including  specifically,  but  without  limiting  the
     generality   of  the  foregoing,   shares   of   common   stock   of
     Freeport-McMoRan  Gold  Company,  Freeport-McMoRan  Copper  Company,
     Inc., and Freeport-McMoRan Oil & Gas Company and depositary units of
     Freeport-McMoRan Energy Partners, Ltd. and Freeport-McMoRan Resource
     Partners, Limited Partnership.


                           ARTICLE III

                    ADMINISTRATION OF THE PLAN

     The  Plan  shall  be  administered  by  the  Board.   The Board will
interpret  this  Plan  and  may  from  time to time adopt such rules  and
regulations for carrying out the terms and  provisions of this Plan as it
may deem best; however, the Board shall have  no  discretion with respect
to the selection of directors who receive Options,  the  number of shares
of  Common  Stock  subject to any Options or the purchase price  thereof.
Notwithstanding the  foregoing, the Committee shall have the authority to
make all determinations with respect to the transferability of Options in
accordance with Article  VIII hereof.  All determinations by the Board or
the Committee shall be made  by the affirmative vote of a majority of its
respective members, but any determination  reduced  to writing and signed
by a majority of its respective members shall be fully as effective as if
it had been made by a majority vote at a meeting duly  called  and  held.
Subject  to any applicable provisions of the Company's By-Laws or of this
Plan, all  determinations by the Board  and the Committee pursuant to the
provisions of  this  Plan,  and  all related orders or resolutions of the
Board and the Committee, shall be  final,  conclusive  and binding on all
persons, including the Company and its stockholders, employees, directors
and  optionees.   In  the event of any conflict or inconsistency  between
determinations, orders,  resolutions,  or  other actions of the Committee
and the Board taken in connection with this  Plan,  the  actions  of  the
Board shall control.


                            ARTICLE IV

                    STOCK SUBJECT TO THE PLAN

     SECTION  1.   The  shares to be issued or delivered upon exercise of
Options shall be made available,  at  the discretion of the Board, either
from the authorized but unissued shares of Common Stock of the Company or
from shares of Common Stock reacquired  by  the Company, including shares
purchased  by  the  Company  in  the open market or  otherwise  obtained;
provided, however, that the Company, at the discretion of the Board, may,
upon exercise of Options granted under  this  Plan, cause a Subsidiary to
deliver shares of Common Stock held by such Subsidiary.   Any  Subsidiary
Equity  Securities  distributed  pursuant to Section 5 of Article VII  of
this Plan shall be made available  from  the  Company's  holdings of such
Subsidiary Equity Securities purchased by the Company or a  Subsidiary in
the open market or otherwise obtained.

     SECTION  2.  Subject to the provisions of Section 3 of this  Article
IV, the aggregate number of shares of Common Stock which may be purchased
pursuant to Options shall not exceed 250,000.

     SECTION 3.   In the event of the payment of any dividends payable in
Common Stock, or in  the  event  of any subdivision or combination of the
Common Stock, the number of shares which may be purchased under this Plan
shall be increased or decreased proportionately,  as the case may be, and
the  number  of  shares  of  Common Stock deliverable upon  the  exercise
thereafter  of  any  Option theretofore  granted  (whether  or  not  then
exercisable) shall be increased or decreased proportionately, as the case
may be, without change in the aggregate purchase price.  In the event the
Company is merged or consolidated  into  or with another corporation in a
transaction in which the Company is not the  survivor,  or  in  the event
that substantially all of the Company's assets are sold to another entity
not affiliated with the Company, any holder of an Option, whether  or not
then  exercisable, shall be entitled to receive (unless the Company shall
take such alternative action as may be necessary to preserve the economic
benefit of the Option for the optionee) on the effective date of any such
transaction  (the  "Option  Cancellation  Date"), in cancellation of such
Option, an amount in cash equal to the Option  Cancellation Gain relating
thereto, determined as of the Option Cancellation  Date.  In the event of
(i)   a   dividend   or  distribution  (other  than  cash  dividends   or
distributions)  with  respect   to   any   Subsidiary  Equity  Securities
distributable or payable in the form of cash  pursuant  to  Section  5 of
Article  VII  hereof,  (ii)  a  subdivision  or  combination  of any such
Subsidiary Equity Securities, (iii) any recapitalization, reorganization,
merger,   consolidation,   liquidation,   or  other  extraordinary  event
affecting any such Subsidiary Equity Securities,  or (iv) the disposition
by the Company and its Subsidiaries of all or substantially  all of their
holdings  of  any  such  Subsidiary  Equity Securities, the terms of  any
Option theretofore granted hereunder (whether  or  not  then exercisable)
shall  be  subject to such adjustment as the Board may deem  appropriate,
including, without limitation, a proportional adjustment in the number of
such Subsidiary  Equity  Securities deliverable upon the exercise of such
Option or of any right attached  thereto  or  provided for therein or the
substitution, on an equitable basis, of Common  Stock,  other  Subsidiary
Equity  Securities,  or a combination thereof for such Subsidiary  Equity
Securities.


                            ARTICLE V

                PURCHASE PRICE OF OPTIONED SHARES

     The purchase price per share of Common Stock under each Option shall
be 100% of the Fair Market  Value  of a share of Common Stock at the time
such Option is granted, but in no case  shall such price be less than the
par value of the Common Stock.


                            ARTICLE VI

                    ELIGIBILITY OF RECIPIENTS

     Options  will  be  granted  only  to individuals  who  are  Eligible
Directors at the time of such grant.  No individual who is an employee of
the Company or a Subsidiary at the time  of  such grant shall be eligible
to receive an Option.


                           ARTICLE VII

                         GRANT OF OPTIONS

     SECTION  1.   Each  Option shall constitute  a  non-qualified  stock
option which is not intended to qualify under Section 422A of the Code.

     SECTION 2.  On May 1, 1988 and May 1 of each subsequent year through
and including 1997, each Eligible  Director,  as of each such date, shall
be  granted  an Option to purchase 1,664 shares of  Common  Stock.   Each
Option shall become  exercisable with respect to416 shares on each of the
first, second, third and  fourth  anniversaries  of the date of grant and
may be exercised by the holder thereof with respect to all or any part of
the shares comprising each installment as such holder  may  elect  at any
time  after  such  installment  becomes exercisable but no later than the
termination date of such Option;  provided  that each Option shall become
exercisable in full upon a Change in Control.

     SECTION 3.  The purchase price of shares subject to any Option shall
be the Fair Market Value thereof on the respective date of grant.

     SECTION 4.  Each Option shall provide that,  promptly  following the
last  Income Recognition Date with respect to an exercise of all  or  any
portion  of  such  Option,  the  Company  shall pay to the holder of such
Option  an  amount in cash equal to the Option  Gain  multiplied  by  the
Applicable Rate.   If  an Option has been transferred pursuant to Section
VIII(c) hereof, the right  to any payment under this Article VII, Section
4 remains with the original holder of the Option, except that in the case
of a transfer pursuant to a  domestic relations order, such payment shall
be made to the spouse responsible  for  the federal income tax related to
the Option exercise.

     SECTION 5.  Each Option shall provide  that,  upon  the  exercise of
such  Option  or  portion  thereof,  the  holder  of such Option will  be
entitled  to  receive from the Company any Subsidiary  Equity  Securities
distributed or  distributable  in  respect  of the shares of Common Stock
covered by such exercise, to which the holder  would  have  been entitled
had  such  holder been a holder of record of such covered shares  at  all
times from the  date  of  grant  of  such  Option to the date immediately
preceding  the effective date of such exercise.   Any  such  distribution
will be in kind,  with  cash  payment  for  fractional  interests  of any
Subsidiary  Equity Security to be valued in proportion to the Fair Market
Value of the  respective  Subsidiary  Equity Security on the date of such
exercise.  Notwithstanding the foregoing,  if the holder of an Option is,
on the date of any such exercise, ineligible to own any Subsidiary Equity
Securities  that  would  otherwise be distributable  to  such  holder  in
accordance with this section,  such  holder  will  be entitled to receive
from the Company in cash the Fair Market Value, as of  such  date, of any
such Subsidiary Equity Securities (including fractions thereof).


                           ARTICLE VIII

                    TRANSFERABILITY OF OPTIONS

     No  Options granted hereunder may be transferred, pledged,  assigned
or otherwise encumbered by an optionee except:

     (a)  by will;

     (b)  by the laws of descent and distribution; or

     (c)  if  permitted by the Committee and so provided in the Option or
an amendment thereto,  (i)  pursuant  to  a  domestic relations order, as
defined  in  the  Code,  (ii) to Immediate Family  Members,  (iii)  to  a
partnership in which Immediate  Family  Members,  or  entities  in  which
Immediate  Family  Members are the sole owners, members or beneficiaries,
as appropriate, are  the  only  partners,  (iv)  to  a  limited liability
company in which Immediate Family Members, or entities in which Immediate
Family  Members  are  the  sole  owners,  members  or  beneficiaries,  as
appropriate, are the only members, or (v) to a trust for the sole benefit
of Immediate Family Members.  "Immediate Family Members" shall be defined
as  the  spouse and natural or adopted children or grandchildren  of  the
optionee and their spouses.

     Any attempted  assignment,  transfer, pledge, hypothecation or other
disposition of Options, or levy of  attachment  or  similar  process upon
Options  not  specifically  permitted herein, shall be null and void  and
without effect.


                            ARTICLE IX

                       EXERCISE OF OPTIONS

     SECTION 1.  Each Option  shall  terminate 10 years and two days from
the date on which it was granted.

     SECTION 2.  Except in cases provided  for  in Article X hereof, each
Option may be exercised by the holder thereof only  while the optionee to
whom such Option was granted is an Eligible Director.

     SECTION 3.  Each Option shall provide that the Option or any portion
thereof  may  be exercised only during an Election Period.   Each  Option
shall provide,  however,  that  in  the event of a Change in Control, the
Election Period exercise requirement is waived.

     SECTION 4.  A person electing to  exercise  an Option or any portion
thereof then exercisable shall give written notice to the Company of such
election  and  of the number of shares of Common Stock  such  person  has
elected to purchase,  and  shall  at the time of purchase tender the full
purchase price of such shares, which tender shall be made in cash or cash
equivalent (which may be such person's  personal  check)  or in shares of
Common Stock already owned by such person (which shares shall  be  valued
for  such purpose on the basis of their Fair Market Value on the date  of
exercise),  or  in  any  combination  thereof.  The Company shall have no
obligation to deliver shares of Common Stock pursuant  to the exercise of
any  Option,  or  any  Subsidiary  Equity  Securities  distributable   in
connection  therewith, in whole or in part, until such payment in full of
the purchase  price  of  such  shares  of Common Stock is received by the
Company.  No optionee, or legal representative,  legatee, distributee, or
assignee of such optionee, shall be or be deemed to  be  a  holder of any
shares  of  Common Stock subject to such Option or any Subsidiary  Equity
Securities distributable  in  connection  with  the  exercise thereof, or
entitled to any rights of a stockholder of the Company or a Subsidiary in
respect  of  any  shares of Common Stock covered by such  Option  or  any
Subsidiary Equity Securities  distributable in connection therewith until
such shares of Common Stock have  been  paid for in full and certificates
for  such shares of Common Stock and such  Subsidiary  Equity  Securities
have been issued or delivered by the Company.

     SECTION  5.  Each Option shall be subject to the requirement that if
at any time the  Board  shall  be  advised  by  counsel that the listing,
registration or qualification of the shares of Common  Stock  subject  to
such  Option,  or  the  Subsidiary  Equity  Securities  distributable  in
connection  with  the  exercise  thereof, upon any securities exchange or
under  any  state or federal law, or  the  consent  or  approval  of  any
governmental  regulatory  body,  is necessary or desirable as a condition
of, or in connection with, the granting  of  such  Option or the issue or
purchase  of shares thereunder or the distribution of  Subsidiary  Equity
Securities  with  respect  thereto,  such  Option may not be exercised in
whole  or  in  part  unless  such  listing, registration,  qualification,
consent or approval shall have been  effected  or  obtained free from any
conditions not reasonably acceptable to such counsel for the Board.

     SECTION  6.   The  Company may establish appropriate  procedures  to
provide for payment or withholding  of  such income or other taxes as may
be required by law to be paid or withheld in connection with the exercise
of  Options,  and  to  ensure  that the Company  receives  prompt  advice
concerning the occurrence of any  event  which  may create, or affect the
timing or amount of, any obligation to pay or withhold  any such taxes or
which may make available to the Company any tax deduction  resulting from
the occurrence of such event.

                            ARTICLE X

                      TERMINATION OF SERVICE
                     AS AN ELIGIBLE DIRECTOR

     SECTION  1.   If and when an optionee shall cease to be an  Eligible
Director for any reason  other  than  death or retirement from the Board,
all of the Options granted to such optionee  shall  be  terminated except
that any Option, to the extent then exercisable, may be exercised  by the
holder  thereof  within three months after such optionee ceases to be  an
Eligible Director, but not later than the termination date of the Option.

     SECTION 2.  If  and  when  an optionee shall cease to be an Eligible
Director by reason of the optionee's  retirement  from  the Board, all of
the Options granted to such optionee shall be terminated  except that any
Option,  to  the extent then exercisable or exercisable within  one  year
thereafter, may  be  exercised  by  the holder thereof within three years
after such retirement, but not later  than  the  termination  date of the
Option.

     SECTION  3.   Should  an  optionee  die while serving as an Eligible
Director, all the Options granted to such  optionee  shall be terminated,
except that any Option to the extent exercisable by the holder thereof at
the time of such death, together with the unmatured installment  (if any)
of   such  Option  which  at  that  time  is  next  scheduled  to  become
exercisable,  may  be  exercised  within  one year after the date of such
death, but not later than the termination date  of  the  Option,  by  the
holder  thereof,  the  optionee's estate, or the person designated in the
optionee's last will and testament, as appropriate.

     SECTION 4.  Should  an  optionee die after ceasing to be an Eligible
Director,  all  of  the  Options  granted   to  such  optionee  shall  be
terminated,  except  that any Option, to the extent  exercisable  by  the
holder thereof at the  time  of  such  death, may be exercised within one
year after the date of such death, but not  later  than  the  termination
date of the Option, by the holder thereof, the optionee's estate,  or the
person   designated  in  the  optionee's  last  will  and  testament,  as
appropriate.


                            ARTICLE XI

                  AMENDMENTS TO PLAN AND OPTIONS

     The Board  may  at  any  time  terminate or from time to time amend,
modify or suspend this Plan; provided, however, that no such amendment or
modification without the approval of the stockholders shall:

          (a)  except pursuant to Section  3  of Article IV, increase the
     maximum number (determined as provided in  this  Plan)  of shares of
     Common  Stock  which  may  be purchased pursuant to Options,  either
     individually or in aggregate;

          (b)  permit the granting  of  any  Option  at  a purchase price
     other than 100% of the Fair Market Value of the Common  Stock at the
     time  such  option  is  granted,  subject to adjustment pursuant  to
     Section 3 of Article IV;

          (c)  permit the exercise of an  Option unless the full purchase
     price of the shares as to which the Option  is  exercised is paid at
     the time of exercise;

          (d)  extend beyond May 1, 1997, the period during which Options
     may be granted;

          (e)   modify  in  any  respect  the  class  of individuals  who
     constitute Eligible Directors; or

          (f)  materially increase the benefits accruing  to participants
     hereunder.


                                   As amended effective December 10, 1996