EXHIBIT 10.16

                      FREEPORT-McMoRan INC.
                  1992 STOCK INCENTIVE UNIT PLAN


                            SECTION 1

          Purpose.   The purposes of the Freeport-McMoRan Inc. 1992 Stock
Incentive  Unit  Plan (the  "Plan")  are  to  promote  the  interests  of
Freeport-McMoRan  Inc.   and  its  stockholders  by  (i)  attracting  and
retaining  key  management,   professional  and  technical  employees  of
Freeport-McMoRan Inc. and its affiliates;  (ii) motivating such employees
by  means  of  performance-related  incentives  to  achieve  longer-range
performance goals; and (iii) enabling such employees  to  participate  in
the long-term growth and financial success of the Company.


                            SECTION 2

          Definitions.   As  used  in the Plan, the following terms shall
have the meanings set forth below:

          "Board" shall mean the Board  of  Directors of Freeport-McMoRan
Inc.

          "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

          "Committee" shall mean 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.

          "Company" shall mean Freeport-McMoRan Inc.

          "Designated Beneficiary" shall  mean the beneficiary designated
by the Participant, in a manner determined  by  the Committee, to receive
the  benefits  due the Participant under the Plan in  the  event  of  the
Participant's death.   In  the absence of an effective designation by the
Participant, Designated Beneficiary shall mean the Participant's estate.

          "Employee"  shall  mean  any  employee  of  the  Company  or  a
Subsidiary, including any employee-officer  or  employee-director  of the
Company or a Subsidiary.

          "Exchange  Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

          "Offer" shall  mean  any tender offer, exchange offer or series
of  purchases  or  other  acquisitions,   or  any  combination  of  those
transactions, as a result of which 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 40% of the Shares outstanding (exclusive  of
Shares held in the Company's treasury or by the Company's Subsidiaries).

          "Offer Price"  shall  mean  the highest price per Share paid in
any Offer that is in effect at any time  during  the  period beginning on
the  ninetieth  day  prior to the date on which a Unit is  exercised  and
ending  on and including  the  date  of  exercise  of  such  Unit.    Any
securities   or   property   that  comprise  all  or  a  portion  of  the
consideration paid for Shares in the Offer shall be valued in determining
the  Offer Price at the higher  of  (i)  the  valuation  placed  on  such
securities  or  property  by  the person or persons making such Offer, or
(ii) the valuation, if any, placed  on such securities or property by the
Committee or the Board.

          "Participant" shall mean any  Employee  granted  a  Unit  Award
under the Plan.

          "Person"  shall  mean any individual, corporation, partnership,
association,  joint-stock company,  trust,  unincorporated  organization,
government or political subdivision thereof or other entity.

          "Rule 16b-3" shall mean 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"  shall  mean  the  Securities  and  Exchange  Commission,
including the staff thereof, or any successor thereto.

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

          "Share" shall mean a share of common stock, par  value $.01 per
share, of Freeport-McMoRan Inc., and such other securities of the Company
or a Subsidiary as the Committee may from time to time designate.

          "Stock  Incentive Unit" shall mean an award granted  under  the
Plan.

          "Subsidiary"  shall  mean  (i)  Freeport-McMoRan  Copper & Gold
Inc., Freeport-McMoRan Resource Partners, Limited Partnership,  and  IMC-
Agrico  Company,  in each case for as long as Freeport-McMoRan Inc. shall
own any equity interest in such entity, and (ii) any corporation or other
entity in which Freeport-McMoRan  Inc.  possesses  directly or indirectly
equity interests representing at least 50% of the total  ordinary  voting
power  or  at  least  50%  of  the  total  value of all classes of equity
interests of such corporation or other entity.

          "Unit" shall mean a Stock Incentive Unit.

          "Unit Award" shall mean an award of Stock Incentive Units under
the Plan.

          "Unit  Award  Agreement"  shall  mean  any  written  agreement,
contract or other instrument or document evidencing  a  Unit Award, which
may, but need not, be executed or acknowledged by a Participant.


                            SECTION 3

          Administration.   The  Plan  shall  be  administered   by   the
Committee.   Subject  to the terms of the Plan and applicable law, and in
addition to other express  powers  and  authorizations  conferred  on the
Committee  by the Plan, the Committee shall have full power and authority
to:  (i) designate  Participants;  (ii)  determine the number of Units to
be  granted  to  an  eligible Employee; (iii)  determine  the  terms  and
conditions of any Unit Award; (iv) determine whether, to what extent, and
under what circumstances  Unit  Awards  may  be  cancelled,  forfeited or
suspended and the method or methods by which Unit Awards may be  settled,
exercised,  cancelled, forfeited or suspended; (v) determine whether,  to
what extent, and under what circumstances amounts payable with respect to
the exercise  of  a Unit shall be deferred either automatically or at the
election of the holder  thereof  or  of the Committee; (vi) interpret and
administer the Plan and any instrument  or agreement relating to, or Unit
Award made under, the Plan; (vii) establish, amend, suspend or waive such
rules  and  regulations  and  appoint  such  agents   as  it  shall  deem
appropriate for the proper administration of the Plan;  and  (viii)  make
any  other  determination  and  take  any other action that the Committee
deems necessary or desirable for the administration of the Plan.   Unless
otherwise   expressly   provided   in   the   Plan,   all   designations,
determinations, interpretations and other decisions under or with respect
to the Plan or any Unit Award shall be within the  sole discretion of the
Committee,  may  be made at any time and shall be final,  conclusive  and
binding upon all Persons,  including  the  Company,  any  Subsidiary, any
Participant, any holder or beneficiary of any Unit Award, any stockholder
of the Company and any Employee.


                            SECTION 4

          Eligibility.  Any Employee who is not a member of the Committee
shall be eligible to be granted Units hereunder.


                            SECTION 5

          (a)   Units  Available  for  Awards.  Subject to adjustment  as
provided in Section 5(b), the number of  Units  that may be granted under
the Plan shall be 1,250,000.  If, after the effective  date  of the Plan,
any Unit Award granted under the Plan expires or is exercised, forfeited,
cancelled or terminated without the delivery of compensation in  the form
of  Shares,  then the Units covered by such Unit Award, to the extent  of
any such expiration,  exercise, forfeiture, cancellation, or termination,
shall again be available for grant.

          (b)  Adjustments.   In  the event that the Committee determines
that any dividend or other distribution  (whether  in  the  form of cash,
Shares,  Subsidiary  securities,  other  securities  or  other property),
recapitalization,  stock  split,  reverse  stock  split,  reorganization,
merger,  consolidation,  split-up,  spin-off, combination, repurchase  or
exchange  of  Shares or other securities  of  the  Company,  issuance  of
warrants or other  rights  to  purchase Shares or other securities of the
Company, or other similar corporate  transaction  or  event  affects  the
Shares  such  that  an  adjustment  is  determined by the Committee to be
appropriate  to  prevent  dilution  or enlargement  of  the  benefits  or
potential benefits intended to be made available under the Plan, then the
Committee may, in its sole discretion  and  in such manner as it may deem
equitable, adjust any or all of (i) the number  of  Units with respect to
which  Unit  Awards may be granted hereunder, (ii) the  number  of  Units
subject to outstanding  Unit  Awards,  and  (iii) the exercise price with
respect to any Unit or, if deemed appropriate,  make provision for a cash
payment to the holder of an outstanding Unit or,  if  deemed appropriate,
adjust  outstanding  Unit  Awards  to provide the rights contemplated  by
Section 5(c) hereof.

          (c)  Dividend Equivalents.  In the sole and complete discretion
of the Committee, a Unit Award may provide  the Participant with dividend
equivalents payable in cash on a current or deferred basis.


                            SECTION 6

          (a)  Stock Incentive Units.   Subject  to the provisions of the
Plan, the Committee shall have sole and complete authority  to  determine
the Employees to whom Units shall be granted, the number of Units  to  be
granted to an Employee, the exercise price thereof and the conditions and
limitations  applicable  to  the  exercise  thereof.   Units shall not be
exercisable  after  the expiration of 10 years after the date  of  grant.
Except in the case of a Unit granted in assumption of or substitution for
an outstanding award  of  a company acquired by the Company or with which
the Company combines, the exercise  price  of any Unit granted under this
Plan shall not be less than 100% of the fair  market  value of a Share on
the date of grant.

          (b)   A  Unit shall entitle the holder thereof  to  receive  an
amount in cash equal to the excess, if any, of the fair market value of a
Share on the date of  exercise  of  the Unit over the exercise price.  In
the  event  that the Unit is exercised  during  a  period  beginning  not
earlier than one day after the expiration date of an Offer and ending not
more than ninety  days  after  the  expiration date of such Offer, a Unit
shall entitle the holder thereof to receive  upon  exercise the higher of
the amount described in the first sentence of this Section  6(b)  and  an
amount  in  cash  equal  to the excess, if any, of the Offer Price on the
date of exercise of the Unit over the exercise price.


                            SECTION 7

          (a)  Amendments  to the Plan.   The Board may amend, suspend or
terminate the Plan or any portion  thereof  at any time, provided that no
amendment shall be made without stockholder approval  if such approval is
necessary   to   comply   with   any   tax   or  regulatory  requirement.
Notwithstanding anything to the contrary contained  herein, the Committee
may amend the Plan in such manner as may be necessary  for  the  Plan  to
conform  with local rules and regulations in any jurisdiction outside the
United States.

          (b)   Amendments  to Unit Award Agreements.   The Committee may
amend, modify or terminate any  outstanding Unit Award Agreement with the
holder's consent at any time prior  to  payment or exercise in any manner
not  inconsistent  with  the  terms  of  the  Plan,   including   without
limitation,  (i)  to  change  the  date or dates as of which a Unit Award
becomes exercisable, or (ii) to cancel  a Unit Award and grant a new Unit
Award in substitution therefor under such  different terms and conditions
as it determines in its sole and complete discretion to be appropriate.

          (c)  Adjustment of Unit Awards Upon  the  Occurrence of Certain
Unusual  or Nonrecurring Events.  The Committee is hereby  authorized  to
make adjustments  in  the  terms  and  conditions  of,  and  the criteria
included in, Unit Awards in recognition of unusual or nonrecurring events
(including,  without  limitation,  the  events described in Section  5(b)
hereof) affecting the Company, or the financial statements of the Company
or  any  Subsidiary, or of changes in applicable  laws,  regulations,  or
accounting  principles,  whenever  the  Committee  determines  that  such
adjustments  are  appropriate  to  prevent dilution or enlargement of the
benefits or potential benefits intended  to  be  made available under the
Plan.

          (d)   Cancellation.  Any provision of this  Plan  or  any  Unit
Award Agreement to  the contrary notwithstanding, the Committee may cause
any Unit Award granted  hereunder  to  be cancelled in consideration of a
cash payment made to the holder of such  cancelled  Unit  Award  equal in
value  to  such  cancelled Unit Award.  The determinations of value under
this subparagraph shall be made by the Committee in its sole discretion.


                            SECTION 8

          (a)   Delegation.   Subject  to  the  terms  of  the  Plan  and
applicable law, the  Committee  may delegate to the Chairman of the Board
of the Company the authority, subject  to  such  terms and limitations as
the Committee shall determine, to grant Unit Awards  to,  or  to  cancel,
modify  or  waive  rights  with  respect  to,  or  to alter, discontinue,
suspend, or terminate Unit Awards held by, Employees who are not officers
or directors of the Company for purposes of Section  16  of  the Exchange
Act,  or any successor section thereto, or who are otherwise not  subject
to such Section.

          (b)   Unit  Award Agreements.   Each Unit Award hereunder shall
be evidenced by a writing delivered to the Participant that shall specify
the  terms and conditions  thereof  and  any  rules  applicable  thereto,
including  but not limited to the effect on such Unit Award of the death,
retirement or  other termination of employment of the Participant and the
effect thereon, if any, of a change in control of the Company.

          (c)  Withholding.   The  Company  shall deduct from all amounts
paid to a Participant (whether under the Plan  or  otherwise)  any  taxes
required  by  law  to  be withheld in respect of Unit Awards hereunder to
such Participant.  The Committee may provide for additional cash payments
to holders of Unit Awards  to  defray  or offset any tax arising from the
grant, vesting, exercise or payment of any Unit Award.

          (d)  Transferability.  No Unit Award shall be transferable by a
Participant other than (i) by will, (ii)  by  the  laws  of  descent  and
distribution, or (iii) pursuant to a domestic relations order, as defined
in  the  Code,  if permitted by the Committee and so provided in the Unit
Award Agreement or an amendment thereto.  The designation of a Designated
Beneficiary shall not be a violation of this Section 8(d).

          (e)  No  Limit  on  Other  Compensation Arrangements.   Nothing
contained  in  the  Plan  shall  prevent the  Company  from  adopting  or
continuing in effect other compensation arrangements, which may, but need
not, provide for the grant of the  type  of awards provided for hereunder
(subject to stockholder approval of any such  arrangement  if approval is
required),  and  such arrangements may be either generally applicable  or
applicable only in specific cases.

          (f)  No  Right to Employment.   The grant of a Unit Award shall
not be construed as  giving a Participant the right to be retained in the
employ of the Company  or  any Subsidiary.  The Company or any Subsidiary
may at any time dismiss a Participant  from  employment,  free  from  any
liability  or  any  claim  under  the  Plan,  unless  otherwise expressly
provided  in  the  Plan  or in any Unit Award Agreement.    No  Employee,
Participant or other person  shall  have any claim to be granted any Unit
Award,  and  there  is  no  obligation for  uniformity  of  treatment  of
Employees, Participants or holders or beneficiaries of Unit Awards.

          (g)  Governing Law.   The validity, construction, and effect of
the Plan, any rules and regulations  relating  to  the  Plan and any Unit
Award or Unit Award Agreement shall be determined in accordance  with the
laws of the State of Delaware.

          (h)   Severability.   If any provision of the Plan or any  Unit
Award Agreement is or becomes or  is  deemed  to  be invalid, illegal, or
unenforceable in any jurisdiction or as to any Person  or  Unit Award, or
would  disqualify  the  Plan  or  any  Unit  Award  under  any law deemed
applicable by the Committee, such provision shall be construed  or deemed
amended  to  conform to applicable laws, or if it cannot be construed  or
deemed amended without, in the determination of the Committee, materially
altering the intent  of  the  Plan  or  the  Unit  Award  Agreement, such
provision shall be stricken as to such jurisdiction, Person or Unit Award
and  the  remainder  of the Plan and any such Unit Award Agreement  shall
remain in full force and effect.

          (i)  No Trust  or  Fund Created.  Neither the Plan nor any Unit
Award or Unit Award Agreement  shall  create  or be construed to create a
trust  or separate fund of any kind or a fiduciary  relationship  between
the Company  and  a  Participant or any other Person.  To the extent that
any Person acquires a right to receive payments from the Company pursuant
to a Unit Award, such  right  shall  be  no greater than the right of any
unsecured general creditor of the Company.

          (j)  Headings.  Headings are given  to  the  subsections of the
Plan  solely  as a convenience to facilitate reference.    Such  headings
shall not be deemed  in  any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.


                            SECTION 9

          Effective Date of  the Plan.  The Plan shall be effective as of
the date of its approval by the Board.


                            As amended effective February 4, 1997