EXHIBIT 10.15

                      1982 STOCK OPTION PLAN


                            ARTICLE I

                       PURPOSE OF THE PLAN

     This  1982  Stock Option Plan (this "Plan") is intended to provide a
method whereby Employees  (as  hereinafter  defined)  of Freeport-McMoRan
Inc.  (the "Company") and its Subsidiaries (as hereinafter  defined)  who
are largely  responsible  for  their  management  and growth, and who are
making and continue to make substantial contributions  to  their success,
may  be  encouraged to acquire a proprietary interest in the Company  and
whereby needed new Employees may be persuaded to accept employment by the
Company and  its  Subsidiaries,  and  to  provide  both  present  and new
Employees with greater incentive, encourage their entrance or continuance
in the Company's service and promote the interests of the Company and all
its  stockholders.  Accordingly, the Company may from time to time on  or
before April 18, 1992, in its discretion, grant to such persons as may be
selected in the manner hereinafter provided options to purchase shares of
Common  Stock  of  the  Company  ("Common Stock"), and Stock Appreciation
Rights or SARs (as hereinafter defined),  on the terms and subject to the
conditions hereinafter set forth.


                            ARTICLE II

                    ADMINISTRATION OF THE PLAN

     SECTION  1.  Subject to the authority as  described  herein  of  the
Board of Directors  of  the  Company  (the  "Board"),  this Plan shall be
administered by a committee (the "Committee") designated  by  the  Board,
which shall be composed of not fewer than two directors, each of whom, to
the  extent  necessary to comply with Rule 16b-3 (as hereinafter defined)
only, is a "non-employee  director" within the meaning of Rule 16b-3 and,
to the extent necessary to  comply  with  Section  162(m) (as hereinafter
defined)  only,  is  an "outside director" under Section  162(m).   Until
otherwise determined by  the  Board,  the  Corporate  Personnel Committee
designated  by  the  Board shall be the Committee under this  Plan.   The
Committee is authorized  to interpret this Plan and may from time to time
adopt such rules and regulations  for  carrying  out  this Plan as it may
deem  best.   All determinations by the Committee shall be  made  by  the
affirmative vote  of  a  majority  of  its members, but any determination
reduced to writing and signed by a majority of its 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 Committee  or  by  the
Board  pursuant to the provisions of this Plan, and all related orders or
resolutions of the Committee or the Board, shall be final, conclusive and
binding  on  all  persons,  including  the  Company and its stockholders,
Employees and optionees.

     SECTION  2.  All authority delegated to the  Committee  pursuant  to
this Plan, including  that  referred  to in Section 1 of this Article II,
may also be exercised by the Board.  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 III

                    STOCK SUBJECT TO THE PLAN

     SECTION 1.  The shares to be issued or delivered  upon  exercise  of
options or rights granted under this Plan 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 Committee or the Board, may, upon  exercise  of options
or  rights granted under this Plan, cause a Subsidiary to deliver  shares
of  Common   Stock  held  by  such  Subsidiary.   Any  Subsidiary  Equity
Securities (as  hereinafter defined) distributed pursuant to Section 7 of
Article VI of this Plan shall be made available, at the discretion of the
Board or the Committee,  either  directly from the issuer thereof or 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
III, the aggregate number of shares of Common Stock which  may be subject
to options or SARs granted at any time under this Plan shall  not  exceed
7,500,000.   If any option or SAR or portion thereof lapses or terminates
without the issuance  of shares of Common Stock or other consideration in
lieu of such shares, the shares of Common Stock subject to such option or
SAR  shall again be available  for grant under the Plan, to the extent of
such lapse or termination.

     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 subject to options and
SARs under this Plan shall  be increased or decreased proportionately, as
the case may be, and the number  of  shares  or  other amount deliverable
upon  the  exercise thereafter of any option or SAR  theretofore  granted
(whether or  not  then  exercisable)  shall  be  increased  or  decreased
proportionately,  as  the  case  may  be, without change in the aggregate
purchase or exercise price.  In the event  of  any other recapitalization
or  reorganization affecting the Common Stock or  in  the  event  of  any
significant  distribution  in  kind  (including,  without  limitation,  a
distribution  of  units  representing beneficial interests in any royalty
trust  with respect to oil  and  gas  or  other  mineral  properties  and
distributions of equity securities representing interests in Subsidiaries
or affiliates  of the Company), the number of shares which may be subject
to options and SARs  under this Plan, and, with the consent of the holder
thereof, the terms of  any  option  or  SAR theretofore granted hereunder
(whether  or  not  then exercisable), including  without  limitation  the
number  of  shares or  other  equity  securities  or  any  other  amounts
deliverable upon  the  exercise  of  such  option  or SAR or of any right
attached thereto or provided for therein and the exercise price therefor,
shall be subject to such adjustment as the Committee  or  the  Board  may
deem  appropriate.   In  the  event the Company is merged or consolidated
into or with another corporation,  or substantially all of its assets are
sold to another corporation, appropriate provisions shall be made for the
protection and continuation of any outstanding  options  and  SARs by the
substitution,  on  an  equitable  basis, of such stock, other securities,
cash or combination thereof as shall be appropriate.  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 7 of Article  VI  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 or SAR theretofore
granted hereunder (whether or not  then  exercisable) shall be subject to
such  adjustment  as  the Committee or 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 SAR 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 cash or a combination  thereof  for such
Subsidiary Equity Securities.


                            ARTICLE IV

                PURCHASE PRICE OF OPTIONED SHARES

     Unless  the  Committee  or  the  Board  shall fix a greater purchase
price, the purchase price per share of Common  Stock  under  each option,
and the exercise price of any Stock Appreciation Right, shall  be 100% of
the Fair Market Value (as hereinafter defined) of a share of Common Stock
at  the  time  such  option or SAR is granted, but in no case shall  such
price be less than the par value of the Common Stock.


                            ARTICLE V

                    ELIGIBILITY OF RECIPIENTS

     Options and SARs  will  be granted only to persons who are Employees
of the Company or a Subsidiary  or  who  have agreed in writing to become
Employees of the Company or a Subsidiary within  not  more  than  30 days
following  the  date on which the option or SAR is granted.  Neither  the
members of the Committee  nor  any  member  of  the  Board  who is not an
Employee of the Company or a Subsidiary shall be eligible to  receive  an
option or SAR under this Plan.


                            ARTICLE VI

                    GRANT OF OPTIONS AND SARS

     SECTION  1.   Each  option  granted under this Plan shall constitute
either an incentive stock option,  intended to qualify under Section 422A
of the Internal Revenue Code of 1986  (the  "Code"),  or  a  nonqualified
stock  option,  not  intended  to  qualify  under  said Section 422A,  as
determined  in  each case by the Committee or the Board.   The  aggregate
Fair Market Value  (determined  as  of the time the option is granted) of
the stock for which any person may be  granted incentive stock options in
any calendar year prior to 1987 (under all  plans  of the Company and its
parent and subsidiary corporations) shall not exceed  $100,000  plus  any
"unused  limit carryover to such year" within the meaning of said Section
422A.  With respect to any incentive stock option granted under this Plan
after  December  31,  1986  and  in  accordance  with  procedures  to  be
established by the Committee, the aggregate Fair Market Value (determined
as of the  time  the option is granted) of the stock for which any person
may be granted incentive  stock  options  that become exercisable for the
first time during any calendar year (under  all  plans of the Company and
its Subsidiaries) shall not exceed $100,000.  The  instruments evidencing
incentive  stock  options  granted  under  this Plan shall  contain  such
provisions with respect to sequential exercise as may be required by said
Section 422A, as in effect from time to time.   The  Board  of  Directors
shall  have the authority to amend any incentive stock option theretofore
granted  under  this  Plan, with the consent of the optionee, in a manner
that has the intent or  effect  of causing such incentive stock option to
become a nonqualified stock option.

     SECTION 2.  The Committee or  the  Board  shall  from  time  to time
determine the persons to be granted options and SARs, it being understood
that  options  and  SARs  may  be  granted at different times to the same
person.  In addition, the Committee  or the Board shall determine (a) the
number of shares subject to each option  or  SAR,  (b)  the time or times
when the options and SARs will be granted, (c) the purchase  price of the
shares  subject  to each option or the exercise price of each SAR,  which
price shall be not  less  than the limit specified in Article IV, and (d)
the time or times when each  option  or  SAR  may be exercised within the
limits stated in this Plan.  Notwithstanding the  foregoing,  all options
and  SARs  granted  under  this  Plan  shall  become exercisable in their
entirety  at  such  time  as  there  shall  be a Change  in  Control  (as
hereinafter defined) of the Company.

     SECTION  3.   All instruments evidencing options  and  SARs  granted
under this Plan shall  be  in  such  form, which shall be consistent with
this Plan and any applicable determinations, orders, resolutions or other
actions of the Committee or the Board,  as  the  officers  of the Company
shall, in their discretion, deem appropriate.

     SECTION 4.  If the Committee or the Board shall in its discretion so
determine,  any  nonqualified  option granted after April 20, 1987  which
does not contain a Stock Appreciation  Right  may  provide  that promptly
following the last Income Recognition Date (as hereinafter defined)  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 (as hereinafter defined)  multiplied  by  the Applicable Rate
(as hereinafter defined).

     SECTION 5.  Any option granted under this Plan on or after April 20,
1987  may,  if  the  Committee  or  the Board shall in its discretion  so
determine, contain a provision (a "Stock  Appreciation  Right"  or "SAR")
that  the  Company shall, at the election of the holder, purchase all  or
any part of  such option to the extent that such option is exercisable at
the date of such  election,  for  an amount (payable in the form of cash,
shares of Common Stock or any combination  thereof,  all as the Committee
or  the  Board  shall  in its discretion determine) equal  to  the  Stock
Appreciation Gain (as hereinafter  defined)  relating  to  such option or
part thereof so purchased on the date such election shall be  made.  Such
purchase pursuant to the exercise of a Stock Appreciation Right shall not
be deemed to be an exercise of such option.  The Committee, or the Board,
in  its discretion may also determine to grant Stock Appreciation  Rights
not in  connection  with or in tandem with any option, in which case each
such SAR shall represent  the  right  to  receive upon exercise, for each
share in respect of which the SAR is exercised,  an  amount in cash equal
to the excess of the Fair Market Value of a share of Company Common Stock
on the date of exercise over the exercise price of such SAR.

     SECTION 6.  Any option granted under this Plan on or after April 20,
1987  may,  if  the  Committee  or  the Board shall in its discretion  so
determine,  contain  a provision (a "Limited  Right")  that  the  Company
shall, at the election  of  the  holder  (which election may be made only
during  the  period  beginning on the first day  following  the  date  of
expiration of any Offer, as hereinafter defined, and ending on the forty-
fifth day following such  date), purchase all or any part of such option,
for an amount (payable entirely  in  cash)  equal  to  the sum of (a) the
difference between (i) the aggregate Offer Price (as hereinafter defined)
of the shares of Common Stock covered by such option or  part  thereof so
purchased  on the date such election shall be made and (ii) the aggregate
exercise price  of  such shares so covered plus (b) the Fair Market Value
of any Subsidiary Equity  Securities  including  fractions  thereof  that
would  have  been  distributed  or  paid  in the form of cash pursuant to
Section 7 of Article VI hereof had there been  an  exercise,  as  of  the
effective date of such Limited Right exercise, of the number of shares of
Company Common Stock covered by such Limited Right exercise, as such fair
market  values  are determined in each case on the date of such exercise.
Such purchase pursuant  to  the  exercise of a Limited Right shall not be
deemed to be an exercise of such option.

     SECTION 7.  Any option granted under this Plan on or after April 20,
1987 may provide that, upon the exercise  of  such option or part thereof
the  holder  thereof 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  is  on  the
effective  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 7, such  holder  shall  not  receive  such
Subsidiary Equity Securities  in  kind  but  shall 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.

     SECTION 8.  The authority with respect to the grant  of  options and
SARs  and  the  determination  of  the  provisions  thereof contained  in
Sections 1 and 2 and 4 through 7 of this Article VI may  be  delegated by
the  Committee  or  the  Board  to  one  or more officers of the Company,
subject to such conditions and limitations  as the Committee or the Board
may  prescribe;  provided,  however,  that  no such  authority  shall  be
delegated with respect to the grant of options  or SARs to any officer or
director of the Company or with respect to the determination  of  any  of
the provisions thereof.


                           ARTICLE VII

               TRANSFERABILITY OF OPTIONS AND SARS

     No  options  or  SARs granted hereunder may be transferred, pledged,
assigned or otherwise encumbered by a person granted such options or SARs
except:

     (a)  by will;

     (b)  by the laws of descent and distribution;

     (c)  pursuant to a domestic relations order, as defined in the Code,
if  permitted  by  the  Committee  and  so  provided  in  the  instrument
evidencing such options or SARs or an amendment thereto; or

     (d)  as to options only,  if  permitted  by  the  Committee  and  so
provided  in  the  instrument  evidencing  such  options  or an amendment
thereto, (i) to Immediate Family Members, (ii) 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, (iii) 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  (iv)  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.  To the extent that an incentive stock option is permitted to be
transferred  during  the  lifetime of the optionee, it shall  be  treated
thereafter as a nonqualified stock option.

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

                           ARTICLE VIII

                   EXERCISE OF OPTIONS AND SARS

     SECTION  1.   Each  incentive stock option granted under  this  Plan
shall terminate not later  than  the expiration of 10 years from the date
on which it was granted.  Each nonqualified  stock  option  and  each SAR
granted under this Plan shall terminate not later than the expiration  of
10 years and two days from the date on which it was granted.

     SECTION  2.  Except in cases provided for in Article IX hereof, each
option and SAR  granted  under  this  Plan may be exercised by the holder
thereof only while the person to whom such  option  or SAR was granted is
an Employee of the Company or a Subsidiary or provides services to any of
the Related Entities.

     SECTION 3.  A person electing to exercise an option 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, if the Committee  or  the  Board  so
determines  either  generally  or  with  respect to a specified option or
group of options, 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 therewith,
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 such shares of
Common Stock and such Subsidiary Equity Securities  have  been  issued or
delivered  by  the  Company.   A  person  electing  to  exercise  a Stock
Appreciation  Right  or Limited Right then exercisable shall give written
notice to the Company  of  such  election  and of the number of shares of
Common Stock covered by the option or SAR or  part thereof which is to be
purchased by the Company or otherwise exercised.

     SECTION 4.  Each option and SAR shall be subject  to the requirement
that if at any time the Board shall in its discretion determine  that the
listing,  registration  or  qualification  of  the shares of Common Stock
subject to such option, or the Subsidiary Equity Securities distributable
in connection therewith, 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 SAR or the issue or purchase  of  shares
thereunder or the  distribution  of  Subsidiary  Equity  Securities  with
respect  thereto,  such option or SAR 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 the Board.

     SECTION  5.   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 or rights under this Plan, 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 IX

                    TERMINATION OF EMPLOYMENT

     SECTION 1.  If and when the Termination of Employment of an optionee
shall  occur  for  any  reason  other  than  death,  retirement under the
Company's Retirement Plan, or retirement with the consent  of the Company
outside  the  Company's  Retirement  Plan,  all  of the options and  SARs
grantee to such optionee shall be terminated except  that  (a) any option
to  the extent then exercisable, or (b) any Stock Appreciation  Right  or
Limited  Right  to  the  extent then exercisable, may be exercised by the
holder thereof within three  months after such Termination of Employment,
but in either case not later than  the  termination date of the option or
SAR or in the case of a Limited Right not  later than the expiration date
of such Right.

     SECTION 2.  If and when the Termination of Employment of an optionee
shall  occur  by  reason  of  the optionee's early,  normal  or  deferred
retirement under the Company's  Retirement  Plan  or  retirement with the
consent of the Company outside the Company's Retirement  Plan, all of the
options granted to such optionee shall be terminated except  that (a) any
Stock Appreciation Right in tandem with an option or Limited Right to the
extent then exercisable or exercisable within one year thereafter  may be
exercised   by   the  holder  thereof  within  three  months  after  such
retirement, but not  later  than the termination date of the option or in
the case of a Limited Right not  later  than  the expiration date of such
Right, and (b) any option or any SAR not in tandem  with an option to the
extent (in either case) then exercisable or exercisable  within  one year
thereafter  may,  if  it  so provides, be exercised by the holder thereof
within  three  years  after such  retirement,  but  not  later  than  the
termination date of the  option  or SAR, unless after such retirement the
Committee or the Board determines, in its discretion, that such option or
SAR may be exercised by the holder  thereof  within  a  period of greater
duration (not greater than five years after such retirement,  and  in  no
event  later  than  the  termination date of the option or SAR) or unless
within  45  days  after  such  retirement  the  Committee  or  the  Board
determines, in its discretion,  that  such option or SAR may be exercised
by the holder thereof only within a period  of shorter duration (not less
than three months following notice of such determination  to the optionee
or holder) to be specified by the Committee or the Board, as the case may
be.

     SECTION  3.  Any question as to whether and when there  has  been  a
retirement under  the  Company's Retirement Plan or a retirement with the
consent of the Company outside  the  Company's Retirement Plan or whether
or when a Termination of Employment has  occurred  for  any  other reason
shall  be  determined  by  the  Committee  or  the  Board,  and  any such
reasonable determination shall be final.

     SECTION   4.    Should   an  optionee  die  before  such  optionee's
Termination of Employment, 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 by the holder thereof 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.   Notwithstanding the foregoing, no Stock Appreciation Right
or Limited Right  shall  be  exercisable  after  the  death of the person
granted such SAR or Limited Right or the holder thereof,  except  that an
SAR  granted  not in tandem with an option may be exercised to the extent
set forth in the preceding sentence.

     SECTION 5.  Should an optionee die after such optionee's Termination
of Employment,  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 by the holder
thereof 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.  Notwithstanding  the  foregoing,  no  Stock
Appreciation Right  or Limited Right shall be exercisable after the death
of the person granted  such  SAR  or Limited Right or the holder thereof,
except that an SAR granted not in tandem  with an option may be exercised
to the extent set forth in the preceding sentence.


                            ARTICLE X

                            AMENDMENTS

     SECTION 1.  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)  increase  the  maximum  number  (determined as provided in
     this Plan) of shares of Common Stock which may be subject to options
     and SARs granted under this Plan;

          (b)  permit the granting of any option  or  SAR under this Plan
     at a purchase price less than 100% of the Fair Market  Value  of the
     Common Stock at the time such option is granted;

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

          (d)  extend beyond April 18,  1992,  the  period  during  which
     options or SARs may be granted.

     SECTION  2.   The  Committee and the Board shall have the authority,
with the consent of the option holder, to amend or modify any outstanding
options or SARs previously granted hereunder in a manner not inconsistent
with the provisions relating  to  options  granted  after  April 20, 1987
contained in this Plan.


                            ARTICLE XI

                           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%.

          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).

          Employee:  Such term shall include any officer  of  the Company
     or a Subsidiary whether or not employed by such entity, any employee
     of  the  Company  or  a Subsidiary, and any director who is also  an
     employee of the Company  or  a  Subsidiary.  Such  term  shall  also
     include  an  employee  on  approved  leave  of absence provided such
     employee's  right  to  continue employment with  the  Company  or  a
     Subsidiary upon expiration  of  such  employee's leave of absence is
     guaranteed either by statute or by contract  with  or by a policy of
     the Company or a Subsidiary.

          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.

          Offer:  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  Common   Stock   outstanding
     (exclusive  of  shares  held  in  the  Company's treasury or by  the
     Company's Subsidiaries).

          Offer Price:  The highest price per  share of Common Stock paid
     in  any  Offer  which  is  in effect at any time  beginning  on  the
     ninetieth  day  prior  to the date  on  which  a  Limited  Right  is
     exercised.  Any securities  or property which are part or all of the
     consideration paid for shares  of Common Stock in the Offer shall be
     valued in determining the Offer  Price  at  the  higher  of  (a) the
     valuation  placed  on  such securities or property by the person  or
     persons making such Offer,  or  (b) the valuation, if any, placed on
     such securities or property by the Committee or the Board.

          Option Gain:  The sum of (a)  the  difference  between  (i) the
     Fair  Market  Value  of  the  shares  of Common Stock covered by the
     exercise of an option granted under the  Plan  and (ii) 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 pursuant to Section
     7 of Article VI hereof, as such fair market values are determined in
     each case on (x) the Income  Recognition  Date  with respect to each
     such security or (y) the date of such exercise, whichever is less.

          Related Entities:  The Company; any subsidiary  of the Company;
     Freeport-McMoRan  Copper  &  Gold Inc.; any subsidiary of  Freeport-
     McMoRan Copper & Gold Inc.; McMoRan Oil & Gas Co.; any subsidiary of
     McMoRan Oil & Gas Co.; any law firm rendering services to any of the
     foregoing entities provided such  law  firm consists of at least two
     or  more  members  or associates who are or  were  officers  of  the
     Company or any subsidiary  of  the Company; and, for purposes of any
     stock option or stock appreciation  right  granted  under this Plan,
     IMC-Agrico Company, if so provided expressly in an amendment  to the
     agreement evidencing such stock option or stock appreciation right.

          Rule  16b-3:  Rule  16b-3  promulgated  by  the  Securities and
     Exchange  Commission under the Securities Exchange Act of  1934,  or
     any successor  rule  or regulation thereto as in effect from time to
     time.

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

          Stock Appreciation Gain:  The sum of (a) the difference between
     (i) the Fair Market Value of the shares of Common  Stock  covered by
     the  exercise  of a Stock Appreciation Right granted under the  Plan
     and (ii) the purchase price of such shares under the option relating
     to such Stock Appreciation  Right  plus (b) the Fair Market Value of
     any Subsidiary Equity Securities including  fractions  thereof  that
     would have been distributed or paid in the form of cash pursuant  to
     Section 7 of Article VI hereof had there been an option exercise, as
     of  the effective date of such Stock Appreciation Right exercise, of
     the number  of  shares of Company Common Stock covered by such Stock
     Appreciation  Right   exercise,  as  such  fair  market  values  are
     determined in each case on the date of such exercise.

          Stock Appreciation  Right  or  SAR:   A right granted under the
     Plan pursuant to Section 5 of Article VI.

          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 & Gold Inc., Freeport-
     McMoRan Oil & Gas Company, and McMoRan Oil &  Gas Co. and depositary
     units of Freeport-McMoRan Energy Partners, Ltd. and Freeport-McMoRan
     Resource Partners, Limited Partnership.

          Termination of Employment:  The cessation  of  the rendering of
     services,  whether  or  not  as an employee, to any and all  of  the
     Related Entities.


                            As amended effective February 4, 1997