SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                       FORM 10-K
(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, 1995
                                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.

            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:

                                                      Name of Each Exchange on
      Title of Each Class                                 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 $1,133,832,000 on March 8, 1996.

On March 8, 1996, there were issued and outstanding  27,307,870  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, 1995 are incorporated by reference into Parts II and IV  of  this
Report  and portions of the registrant's Proxy Statement dated March 22, 1996,
submitted  to the registrant's stockholders in connection with its 1996 Annual
Meeting to be  held  on April 30, 1996 are incorporated by reference into Part
III of this Report.
_______________________________________________________________________________

                              TABLE OF CONTENTS
                                                                          Page

Part I.......................................................................1
Items 1. and 2. Business and Properties......................................1
      Overview...............................................................1
              General........................................................1
              Recapitalization Activities and Distribution of FCX............1
      Agricultural Minerals..................................................2
              Introduction...................................................2
              Fertilizer Business-IMC-Agrico Company.........................3
              Phosphate Rock.................................................4
              Phosphate Fertilizers..........................................4
              Animal Feed Ingredients........................................5
              Marketing......................................................5
      Sulphur Business.......................................................5
              Production.....................................................6
              Marketing......................................................6
      Oil and Natural Gas....................................................6
      General................................................................7
              Competition....................................................7
              Operating Hazards..............................................7
              Environmental Matters..........................................7
      Relationship between the FTX Group and FRP.............................8
              Management and Ownership.......................................8
              Credit Arrangements............................................8
              Conflicts of Interest..........................................9
              Administrative Services Agreement..............................9
      Employees..............................................................9
Item 3. Legal Proceedings...................................................10
Item 4. Submission of Matters to a Vote of Security Holders.................10
      Executive Officers of the Registrant..................................10

Part II.....................................................................11
Item 5. Market for Registrant's  Common Equity and Related 
        Stockholder Matters.................................................11
Item 6. Selected Financial Data.............................................11
Item 7. Management's  Discussion and  Analysis  of  Financial  Condition  
        and Results of Operations...........................................11
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants  on  Accounting and
        Financial Disclosure................................................11

Part III....................................................................12
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.....................................................................13
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

General

      Freeport-McMoRan  Inc.,  a Delaware corporation formed in 1981 ("FTX" or
the "Company") through Freeport-McMoRan Resource Partners, Limited Partnership
("FRP") is engaged in the mining  and  sale of phosphate rock, the production,
distribution  and  sale  of  phosphate-based   fertilizers   and  animal  feed
ingredients, and is the largest producer of Frasch sulphur in  the world.  See
"Agricultural  Minerals."   Through FRP, FTX is also engaged in the  purchase,
transportation, terminalling and sale of sulphur and the production of oil and
natural gas.  See "Oil and Natural  Gas."   Prior  to the restructuring of FTX
completed in the third quarter of 1995, FTX also engaged  in  the  exploration
for,  and  development,  mining  and processing of copper, gold and silver  in
Indonesia  and  in  the  marketing  of  concentrates  containing  such  metals
worldwide  through  Freeport-McMoRan Copper  &  Gold  Inc.  ("FCX").   See  "-
Recapitalization Activities and Distribution of FCX."

      Until December  31, 1995, FTX provided general executive, administrative
and other services to FRP,  FCX, McMoRan Oil & Gas Co., a Delaware corporation
engaged  in  oil  and  natural gas  exploration  activities  ("MOXY")  and  FM
Properties Operating Co.,  a  Delaware  general  partnership  engaged  in  the
acquisition,  development  and marketing of real estate in the Austin, Dallas,
Houston  and  San  Antonio, Texas  areas  ("FMP").   Since  January  1,  1996,
substantially the same  services  have  been  provided  to these companies and
partnership and to FTX on substantially the same terms and  conditions  by  FM
Services  Company  ("FMS"),  a  company owned 50% by each of FTX and FCX.  See
"Relationship  between  the  FTX  Group  and  FRP  -  Administrative  Services
Agreements."

Recapitalization Activities and Distribution of FCX

      In July 1995 the Company divested  all ownership interest in FCX through
the distribution of all shares of FCX Class  B common stock owned by it to FTX
shareholders, thus completing the separation of  the  two principal businesses
theretofore  conducted  by  FTX into two independent financial  and  operating
entities  --  copper  and  gold conducted  by  FCX  and  its  affiliates,  and
agricultural minerals conducted  by  FRP  and  its  affiliates.   Prior to the
restructuring, FTX owned 68.9% of the outstanding common stock of FCX.   As  a
result  of  the  July  1995  distribution of FCX stock, FTX no longer owns any
interest  in  FCX.   In  connection   with   the  divestiture,  FTX  conducted
substantial recapitalization and restructuring  activities.   Certain of these
actions  taken  by  FTX  during 1995 in connection with its restructuring  and
divestiture of FCX are summarized below:

      -     April 1995: FTX  issued  approximately  11.4 million shares of FTX
            common stock in exchange for approximately  four million shares of
            its   $4.375   Convertible  Exchangeable  Preferred   Stock   (the
            "Preferred Stock")  pursuant  to  an  exchange offer to holders of
            Preferred Stock at an exchange ratio of  2.85 shares of FTX common
            stock for each share of Preferred Stock, reflecting an enhancement
            of  0.5  share  of  FTX  common  stock  over the  Preferred  Stock
            conversion  ratio.   As  of December 31, 1995,  approximately  one
            million  shares  of  Preferred   Stock  remained  outstanding  and
            convertible into an aggregate of 1.8  million shares of FTX common
            stock,  after  adjustment for the reverse  stock  split  described
            below.  The Preferred Stock was privately placed and is not listed
            for trading on any exchange.

      -     May and July 1995:   The RTZ Corporation PLC ("RTZ") acquired from
            FTX 21.5 million shares  of  FCX  Class A common stock in May 1995
            for $450 million and 2.4 million shares  of  FCX  Class  A  common
            stock in July 1995 for $50.2 million.  The proceeds of these sales
            were  used  to  redeem  certain  securities described below and to
            retire FTX's bank debt.

      -     June 1995:  FTX redeemed approximately  $749.2  million  principal
            amount  of  its  outstanding  Zero Coupon Convertible Subordinated
            Debentures  due  2006  (the  "ABC Securities")  for  approximately
            $280.8 million.  Approximately  $500,000  principal  amount of ABC
            securities  were  converted into 7,040 shares of FTX common  stock
            prior to the redemption.   Funds  for the redemption were provided
            from the sale of FTX common stock to RTZ in May 1995.

      -     June  1995:  FTX redeemed approximately  $16.4  million  principal
            amount  of  its   6.55% Convertible Subordinated Notes due January
            15,   2001   (the  "Notes")   for   approximately   $15   million.
            Approximately  $356.6  million  principal amount of the Notes were
            converted into 19.9 million shares of FTX common stock, reflecting
            an enhanced conversion ratio of 55.95  shares  of FTX common stock
            for each $1,000 principal amount of Notes.

      -     July  1995:   FTX  entered  into  a new credit facility  currently
            providing $300 million of credit, all of which is available to FRP
            and $75 million of which is available  to  FTX.  See "Relationship
            between the FTX Group and FRP - Credit Arrangements."  FCX assumed
            an  obligation  of  FTX  to  guaranty  up  to $90 million  of  the
            indebtedness of FMPO, and FTX agreed to pay  an  annual fee to FCX
            for   such   guaranty   and   to  guaranty  up  to  an  additional
            approximately $60 million of FMPO debt.  At December 31, 1995, the
            indebtedness  of FMPO totalled approximately  $121.3  million,  of
            which $45.0 million was guaranteed by FTX.

      -     July 1995:  FTX  declared and paid a special tax-free distribution
            of all of the approximately  118 million FCX Class B common shares
            then owned by FTX to holders of its common stock.  Pursuant to the
            distribution, FTX stockholders  received  0.701734  shares  of FCX
            Class B common stock per share of FTX common stock.

      -     September  1995:   FTX  sold its wholly owned subsidiary, Freeport
            Copper Company ("FCC") to  FCX for $25 million.   FCC's sole asset
            is  a  fifty  percent interest  in  a  joint  venture  controlling
            approximately  7,600  acres  in  Arizona,  which  is  involved  in
            research projects  for  an  experimental  in-situ leaching process
            that would be used to mine copper.

      -     October  1995:   FTX stockholders approved a  one-for-six  reverse
            split of FTX common  stock,  reducing  the  number  of outstanding
            shares from approximately 168.4 million to 28.1 million.

      In order to ensure the tax-free nature of the distribution  of FCX Class
B  common  stock,  FTX  has  agreed that, unless it obtains an opinion of  tax
counsel or supplemental ruling  from the Internal Revenue Service that the tax
free nature of the distribution would  not  be  adversely affected, until July
17, 1997, it will (i) not dispose of any interest  in  FRP,  (ii) use its best
efforts to remain managing general partner of FRP and cause its business to be
conducted substantially unchanged, (iii) take no affirmative steps  to  merge,
liquidate  or,  except in the ordinary course of business, sell any of its  or
FRP's assets, or  (iv)  subject to certain permitted conditions, not redeem or
re-acquire shares of its  common  stock  or  re-acquire  shares of FCX Class B
common  stock.   FTX  and  FCX  also  agreed to transition certain  management
services to FCX by July 17, 1996.  See "Relationship between the FTX Group and
FRP - Administrative Services Agreement."   FTX  has  no  present intention of
taking any action that would be inconsistent with this agreement  at  any time
in the future.


AGRICULTURAL MINERALS

Introduction

      The Company's agricultural minerals business is conducted through FRP, a
Delaware  limited  partnership  organized  in  1986  in  which FTX owned as of
December 31, 1995 an approximately 51.5% interest and served as administrative
managing  general partner.  Through its joint venture interest  in  IMC-Agrico
Company, a  Delaware  general  partnership  ("IMC-Agrico"), FRP is the world's
largest  and  one  of  the  world's  lowest  cost  producers,   marketers  and
distributors of phosphate fertilizer, 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
and 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  reached full design capacity of 5,500 long tons  per  day  in
December 1993 and  has  since  operated  at  or above design level.  FRP has a
58.3% interest in the Main Pass mine and serves  as  its manager and operator.
In  January  1995,  FRP began operating the Culberson mine  when  it  acquired
substantially all of the domestic assets of Pennzoil Sulphur Co. ("Pennzoil").
As of December 31, 1995,  the  Main Pass and Culberson mines were estimated to
contain proved and probable sulphur  reserves  totaling 55.2 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  12,400  barrels  per day (6,000 barrels net to FRP) during  the
year  ended  December 31, 1995.  As  of  December  31,  1995,  Main  Pass  was
estimated to contain  15.9 million barrels (6.6 million barrels net to FRP) of
proved oil reserves.

      FRP continues to  benefit  from  significant  improvements  in phosphate
fertilizer markets that began in late 1993 and continue into 1996.  FRP's 1995
average realization for its principal fertilizer product, diammonium phosphate
("DAP"), increased approximately 55% to approximately $175 per short  ton from
the 1993 average of approximately $113 per short ton.  In late March 1996, the
spot market price for DAP as quoted in industry publications was approximately
$200 per short ton, FOB Central Florida.

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 reduced
production  costs  by permitting 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 that vary from  year  to year until the fiscal year ending June
30, 1998. As a result of an agreement  reached  in January 1996, FRP's Current
Interest was increased by 0.85% effective as of March 1,  1996, and on July 1,
1996,  FRP's Capital Interest will also be increased by 0.85%.  FRP's  Current
Interest  and its Capital Interest as adjusted to give effect to the increases
described above, are as follows:

     Fiscal Year                        Current Interest     Capital Interest
     Ending June 30                        As Adjusted          As Adjusted
     ______________                     ________________     ________________
     1996 . . . . . . . . . .                 53.95%               43.60%
     1997 . . . . . . . . . .                 54.35%               43.05%
     1998 and thereafter. . .                 41.45%               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  the  policy committee.
The  policy  committee  has  the  sole  authority  to  make  certain decisions
affecting IMC-Agrico, including the authorization of certain expansion capital
expenditures,    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 who maintains responsibility for  the  operation of IMC-Agrico, subject to
the terms of the partnership agreement governing  IMC-Agrico 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 foreign distributors, 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 27 million tons per year  and
currently accounts  for  approximately  50%  of domestic phosphate rock mining
capacity  and  19%  of  the  western  world's  capacity.  IMC-Agrico  produced
approximately 25 million tons of phosphate rock during the year ended December
31, 1995.

                As of December 31, 1995, FRP's share  of  IMC-Agrico's  proved
and  probable  phosphate  rock reserves were approximately 186.4 million short
tons that are mineable from  existing  operations,  plus  an  additional 183.8
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  either owned by IMC-Agrico or
controlled by it through long-term lease or royalty arrangements.

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  plant, located in Nichols, Florida, 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 plant, located at Uncle Sam, Louisiana, 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 plant, located in
Taft,  Louisiana,  produces  DAP   and  MAP.  As  market  conditions  dictate,
operations at Taft are suspended by  IMC-Agrico  to  avoid  building excessive
inventories.

                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 32% of U.S. production capacity and
11%  of  world  capacity.  IMC-Agrico operated at approximately  97%  of  P2O5
capacity in 1995 as compared to 93% in 1994.

                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  1995,  IMC-Agrico  produced
approximately 7.6  million  tons  of granulated phosphates, as compared to 7.1
million tons in 1994.

Animal Feed Ingredients

                In  October  1995,  IMC-Agrico   acquired   the   animal  feed
ingredients  business of Mallinckrodt Group Inc. for $110 million cash.  Prior
to the acquisition,  this  business  was  IMC-Agrico's  largest P2O5 customer,
consuming  nearly  300,000  tons  per year (approximately 7%  of  IMC-Agrico's
capacity).  FRP's portion of the purchase  price  was  $46.2  million  and was
funded by borrowings under its credit facility.  See "Relationship Between the
FTX Group and FRP - Credit Arrangements."

                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 newly acquired business is one of the world's
largest producers of phosphate-based animal feed ingredients and enhances 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 1995, approximately 40% of IMC-Agrico's phosphate fertilizer
shipments were sold in the  domestic market. Approximately 60% of IMC-Agrico's
phosphate rock production was used in 1995 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 Chemical 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.

                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.

                In  conducting  business abroad, IMC-Agrico is subject to  the
customary  risks  encountered  in foreign  operations,  including  changes  in
currency and exchange controls,  the  availability  of foreign exchange, laws,
policies and actions affecting foreign trade and government subsidies, tariffs
and quotas.

                All of FRP'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.   FRP'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
FRP's control.


SULPHUR BUSINESS

                FRP's   sulphur  operations  include  the  mining,   purchase,
transportation, terminalling  and  sale  of  sulphur.  In  January  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 reached full design capacity of 5,500 long tons per
day in December 1993 and  has  since  operated  at  or  above design capacity.
During  the  year  ended December 31, 1995, production averaged  approximately
6,000 long tons per  day. The mine is owned 58.3% by FRP, 25% by IMC and 16.7%
by Homestake Sulphur Company  ("Homestake").  At  December  31, 1995, the Main
Pass  deposit  was  estimated to contain proved and probable sulphur  reserves
totaling 68.1 million long tons (39.7 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,  1995,
production at the  Culberson  mine  averaged approximately 2,500 long tons per
day. FRP is implementing strategies to  strengthen  operating  efficiencies at
the  Culberson  mine  to  further  reduce costs. As of December 31, 1995,  the
Culberson mine was estimated to contain  proved  and probable sulphur reserves
totaling 15.5 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 its 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 storing, handling
and shipping facilities  are  located.  At  both  Port  Sulphur and Galveston,
sulphur purchased from others or transported for others 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  30% of
domestic  and  8% of world elemental sulphur production in 1995. 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.  During  the year ended December  31,  1995,  sales  to  domestic
phosphate   fertilizer  producers,   including   IMC-Agrico,   accounted   for
approximately  65%  of  FRP's total sulphur sales. A small number of companies
account for a large portion of total United States sulphur consumption.


OIL AND NATURAL GAS

                The only  significant FTX oil and natural gas interest is held
by  FRP at Main Pass.  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 12,400 barrels per day
(6,000 barrels per day net to FRP) during the year ended December 31, 1995. As
of December 31, 1995, FRP estimated  that the remaining proved recoverable oil
reserves at Main Pass were approximately  15.9  million  barrels  (6.6 million
barrels  net  to  FRP). FRP currently does not intend to pursue oil operations
that are not related to Main Pass.


GENERAL

Competition

                The  sulphur,  fertilizer and phosphate rock mining industries
are highly competitive. All of the  FRP's  products  are  commodities  and the
markets  for  such  products  can  be  volatile.  Because competition is based
largely   on  price,  maintaining  low  production  costs   is   critical   to
competitiveness.  In  this global business, IMC-Agrico faces stiff competition
from overseas producers,  most  of which are state supported, especially those
in North Africa and the former Soviet Union. Additionally, foreign competitors
are frequently motivated by non-market  factors  such  as  the  need  for hard
currency. In the United States, IMC-Agrico competes against a number of  major
phosphate fertilizer producers, including large cooperatives. FRP competes  in
the  sulphur business with a number of domestic marketers of recovered sulphur
and with Canadian, Mexican and Venezualan imports.

Operating Hazards

                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.  See  "-Environmental
Matters."

                FRP's offshore sulphur  mining  and oil production operations,
and  its  marine  transportation  operations, are subject  to  marine  perils,
including  hurricanes  and  other adverse  weather  conditions.  FRP's  mining
operations are also subject to  the  usual  risks  encountered  in  the Frasch
mining  industry, including fires, underground subsidence and blowouts.  FRP's
oil activities  are  subject  to  all  of  the  risks normally incident to the
development and production of oil, including blowouts,  cratering  and  fires,
each  of  which  could result in injury to personnel and/or damage to property
and the environment.

                FRP  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
FRP's business. This insurance provides protection against loss from some, but
not all, potential  liabilities  normally  incident to the ordinary conduct of
FRP'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.
FTX also maintains a property  insurance program that covers some, but not all
of the risks of physical damage  to  tangible  property  of FRP as well as the
corresponding cost of business interruption.

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. Moreover, such operations involve  the
extraction,   handling,    production,    processing,    treatment,   storage,
transportation  and  disposal  of  materials  and waste products  that,  under
certain  conditions,  may  be  toxic  or  hazardous and  are  regulated  under
environmental laws. Although significant capital  expenditures  and  operating
costs  have been and will continue to be incurred based on these requirements,
FRP does  not believe these expenditures and costs have had a material adverse
effect  on  its   business.   Continued  government  and  public  emphasis  on
environmental  issues  can  be  expected   to   result  in  increased  capital
expenditures and operating costs in the future. However,  the impact of future
laws  and  regulations or of future changes to existing laws  and  regulations
cannot be predicted or quantified.

                Federal  legislation  (sometimes  referred  to as "Superfund")
imposes  liability,  without  regard  to  fault, for cleanup of certain  waste
sites, even though such waste management activities may have been performed in
compliance  with  regulations  applicable at the  time.  Under  the  Superfund
legislation, one party may be required  to  bear  more  than  its proportional
share of cleanup costs at a site where it has responsibility pursuant  to  the
legislation,  if  payments  cannot be obtained from other responsible parties.
Other legislation mandates cleanup  of  certain  wastes  at  operating  sites.
States also have regulatory programs that can mandate waste cleanup. Liability
under these laws can be significant and involves inherent uncertainties.

                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;  however,  at  each  of  these  sites other large
companies with equal or larger proportionate shares are among  the potentially
responsible  parties.  The  ultimate settlement for such sites usually  occurs
several years subsequent to the  receipt  of  notices  identifying potentially
responsible parties because of the many complex technical and financial issues
associated with site cleanup. FRP believes that the aggregate  costs  involved
with  these  potential  liabilities  at  sites for which notification has been
received will not exceed amounts accrued and  expects that any resulting costs
would be incurred over a period of years.


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,  1995,  FTX  and FMRP held partnership
interests that represented an approximate 51.5% interest  in FRP.  As a result
of being the administrative managing general partner and this  ownership,  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
Company 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 its 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 Arrangements."

                Publicly  owned FRP units have cumulative preferential  rights
to receive minimum quarterly  distributions  of  60 cents per unit through the
distribution to be made with respect to the quarter  ending  December 31, 1996
before any distributions may be made to FTX. On February 15, 1996,  FRP paid a
distribution  of  62.5 cents per publicly held unit ($31.3 million) and  67.35
cents per FTX owned  unit  ($35.9  million),  which  reduced  the total unpaid
distribution  due  FTX by $2.6 million to $379.9 million.  After  December 31,
1996, FTX will recover  this unpaid distribution on a quarterly basis from one
half of any excess of future  quarterly  distributions  over 60 cents per unit
for all units.

Credit Arrangements

                On  June  30,  1995,  FTX  and  FRP entered into  a  five-year
revolving line of credit maturing on June 30, 2000  (the  "Credit  Facility").
In  February  1996,  FRP  sold  $150  million of its 7% senior notes due 2008.
Following  the  sale  of  the notes, the committed  amount  under  the  Credit
Facility was reduced to $300 million, all of which is available to FRP and $75
million of which is available  to  FTX.  As  of March 8, 1996, $50 million was
outstanding and $250 million was available under the Credit Facility.

                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 and FRP has granted a
security  interest in its  interest  in  IMC-Agrico  and  the  Main  Pass  oil
reserves. 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
exceed a specified debt-to-capitalization ratio.

                FRP  has  minimized  amounts  outstanding   under  the  Credit
Facility  by borrowing excess funds from FTX. As of December 31,  1995,  $24.7
million was  outstanding  under this arrangement. Interest is charged based on
interest rates under the Credit Facility.

                In February  1994,  IMC-Agrico  entered  into  a  $75  million
revolving  credit  facility with a group of banks (the "IMC-Agrico Facility").
The IMC-Agrico Facility,  which  has  a letter of credit subfacility for up to
$25 million, provides for a three-year  maturity  with  IMC-Agrico  having the
right  to  request one-year extensions of the revolving period. As of December
31, 1995, there  were no borrowings outstanding under the IMC-Agrico Facility.
Borrowings under the IMC-Agrico Facility are unsecured, with a negative pledge
on substantially all  of  IMC-Agrico's  assets.  The  IMC-Agrico  Facility has
minimum  net  partners' capital and fixed charge coverage requirements  and  a
current ratio test,  and  places  limitations  on the incurrence of additional
debt.  It  also prohibits changes, without bank approval,  to  the  IMC-Agrico
partnership agreement relating to distributions.

Conflicts of Interest

                The nature of the respective businesses of FRP and FTX and its
affiliates may  give  rise  to  conflicts  of  interest  between  FRP and FTX.
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.

Administrative Services Agreement

                Pursuant  to the terms of an Administrative Services Agreement
(the "Services Agreement"),  FMS  furnishes general executive, administrative,
financial,   accounting,   legal,   environmental,    insurance,    personnel,
engineering,  tax,  research and development, sales and certain other services
to FTX in order to enable  it to perform its duties as administrative managing
general partner of FRP.  The  nature and timing of the services provided under
the Services Agreement are similar  to those historically provided directly by
FTX to FRP.  FRP 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, 1996, FTX had a total of 491 employees.

Item 3.  Legal Proceedings.

                Although  the  Company  may  be  from time to time involved in
various legal proceedings of a character normally  incident  to  the  ordinary
course of its businesses, the Company believes that potential liability in any
such  pending  or  threatened  proceedings  would  not have a material adverse
effect  on the financial condition or results of operations  of  the  Company.
FTX maintains  liability  insurance  to  cover  some,  but  not all, potential
liabilities normally incident to the ordinary course of its businesses as well
as other insurance coverages customary in its businesses, 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 8, 1996 is set forth in the following table and accompanying text:
            
            Name              Age         Position or Office
            ____              ___         __________________

      James R. Moffett        57          Chairman of the Board

      Richard C. Adkerson     49          Vice Chairman of the Board

      Rene L. Latiolais       53          President and Chief Executive
                                          Officer

      Charles W. Goodyear     38          Executive Vice President and Chief
                                          Financial Officer

      Thomas J. Egan          51          Senior Vice President

      W. Russell King         46          Senior Vice President

                All  of  the  Executive Officers have served  the  Company  in
various executive capacities for at least the last five years.

                                               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, 1995 is incorporated herein by
reference.  As of March 8, 1996, there were 18,569  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   11  of  FTX's  Annual  Report  to
stockholders for the year ended December 31, 1995  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 12 through 18 of FTX's Annual Report to stockholders  for the year ended
December 31, 1995 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 20 through 37, and the report  of  management on page 19 of
FTX's Annual Report to stockholders for the year ended  December  31, 1995 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  1996  Annual  Meeting  to be held on
April 30, 1996 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  1996
Annual Meeting  to  be  held  on  April  30,  1996  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 1996 Annual Meeting to
be held on April 30, 1996 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 1996 Annual Meeting to be held on April 30,
1996 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  November  14,  1995 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 March 28, 1996.

                                                 FREEPORT-McMoRan INC.


                                                 By:  /s/ James R. Moffett
                                                    ___________________________
                                                          James R. Moffett
                                                       Chairman  of the Board


Pursuant  to  the  requirements of the Securities Act of 1934, this report has
been signed below by  the following persons on behalf of the registrant and in
the capacities indicated on March 28, 1996.


            Signature                                 Title


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

             *                            Executive Vice President  and  Chief
_____________________________             Financial Officer 
    Charles W. Goodyear                   (Principal Financial Officer)


             *                            Controller - Financial  Reporting
_____________________________             (Principal Accounting Officer)
        John T. Eads                     


             *                            Vice  Chairman  of  the  Board   and 
____________________________              Director
    Richard C. Adkerson



             *                            Director 
____________________________                    
     Robert W. Bruce III



             *                            Director 
____________________________
     Thomas B. Coleman

             

             *                            Director
____________________________
       Robert A. Day



             *                            Director
____________________________                  
  William B. Harrison, Jr.



             *                            Director
____________________________                     
     Henry A. Kissinger



             *                            Director
____________________________                      
     Bobby Lee Lackey



             *                            Director
____________________________
   Gabrielle K. McDonald



   /s/ James R. Moffett                   Chairman of the Board  and  Director
____________________________              
      James R. Moffett



             *                            Director 
____________________________                       
       George Putnam



             *                            Director 
____________________________                     
     B. M. Rankin, Jr.



             *                            Director 
____________________________                     
    J. Taylor Wharton



             *                            Director 
____________________________                     
     Ward W. Woods, Jr.


By: /s/ James R. Moffett
   _________________________
       James R. Moffett
       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 20 through 37, inclusive, of FTX's
1995 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 1995
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, 1995 and 1994
and for each of the three years in the period ended December 31, 1995
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 23, 1996.  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 23, 1996

<PAGE>                                 F-1



        FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                          BALANCE SHEETS

                                         December 31,
                                   ------------------------
                                      1995          1994
                                   ----------    ----------
ASSETS                                  (In Thousands)
Current assets:
Current assets:
Accounts receivable from FRP       $   24,740    $        -
Accounts receivable -other             25,661        17,503
Prepaid expenses and other                807         5,833 
                                   ----------    ----------
  Total current assets                 51,208        23,336
Property, plant and equipment-net      48,139        52,303
Investment in FCX                           -       328,880
Investment in FRP                     211,016       229,588 
Long-term receivables and
 other assets                          18,968        96,592
                                   ----------    ----------
Total assets                       $  329,331    $  730,699 
                                   ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and
 accrued liabilities               $   58,528    $  105,860 
Long-term debt                              -       753,433 
Other liabilities and
 deferred credits                      78,866       101,873 
Stockholders' equity                  191,937      (230,467)
                                   ----------    ----------
Total liabilities and
 stockholders' equity              $  329,331    $  730,699 
                                   ==========    ==========


The footnotes contained in FTX's 1995 Annual Report to stockholders
are an integral part of these statements.
  
<PAGE>                                  F-2



        FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                     STATEMENTS OF OPERATIONS

                                           Years Ended December 31,
                                   -------------------------------------
                                      1995          1994          1993
                                   ----------    ----------    ---------
                                               (In Thousands)
Revenues                           $      745    $      749    $    6,852 
                                   ----------    ----------    ----------
Cost of sales                           2,673         7,203        28,953
Exploration expenses                        -         3,738        22,067 
Provision for restructuring
 charges                                    -             -        12,403 
Gain on valuation and sale
 of assets, net                             -             -       (50,688)
General and
 administrative expenses                9,816        12,664        19,785 
                                   ----------    ----------    ----------
  Total costs and expenses             12,489        23,605        32,520 
                                   ----------    ----------    ----------
Operating loss                        (11,744)      (22,856)      (25,668)
Interest expense, net                 (19,908)      (38,591)      (52,963)
Equity in earnings (loss)
 of subsidiaries                       60,378        10,881      (112,722)
Other income, net                      12,692         2,173         4,779 
                                   ----------    ----------    ----------
Income (loss) before income taxes      41,418       (48,393)     (186,574)
Income tax benefit                     50,982        13,261        68,069
                                   ----------    ----------    ----------
  Income (loss) from
   continuing operations               92,400       (35,132)     (118,505)
  Discontinued operations             340,424       107,715        35,387
                                   ----------    ----------    ----------
  Income (loss) before
   extraordinary item and
   changes in accounting principle    432,824        72,583       (83,118)
  Extraordinary loss on
   early extinguishment of
   debt, net                                -         (9,108)           -
  Cumulative effect of changes
   in accounting principle:
  FTX                                       -             -        (5,632)
  Equity subsidiaries                       -             -       (15,085)
                                   ----------    ----------    ----------
Net income (loss)                     432,824        63,475      (103,835)
Preferred dividends                   (42,283)      (22,032)      (22,368)
                                   ----------    ----------    ----------
Net income (loss) applicable to
 common stock                      $  390,541    $   41,443    $ (126,203)
                                   ==========    ==========    ==========


The footnotes contained in FTX's 1995 Annual Report to stockholders
are an integral part of these statements.


<PAGE>                                         F-3


         FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES

     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                       STATEMENTS OF CASH FLOW

                                          Years Ended December 31,
                                   --------------------------------------
                                      1995          1994          1993
                                   ----------    ----------    ----------
Cash flow from operating activities:           (In Thousands)
Net income (loss)                  $  432,824    $   63,475    $ (103,835)
Adjustments to reconcile net
 income (loss) to net cash
 provided by operating activities: 
  Extraordinary loss on early
   extinguishment of debt                   -         9,108             -
  Cumulative effect of changes
   in accounting principle                  -             -        20,717 
  Depreciation and amortization         3,767         9,073        26,180 
  Other noncash charges to
   income, including net
   reimbursements from
   subsidiaries                             -             -        27,623 
  Oil and gas exploration expenses         16         5,231        26,710 
  Amortization of debt discount
   and financing costs                 14,343        31,113        28,771 
  Equity in (earnings) losses
   of subsidiaries                   (115,071)      (64,973)       96,931 
  Cash distributions from
   subsidiaries                       141,179        92,000        85,853 
  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)      (44,116)
  Gain on valuation and sale of
   assets, net                              -             -       (50,688)
  Deferred income taxes                17,886        18,558       (54,731)
  (Increase) decrease in working
   capital, net of effect of
   acquisitions and dispositions:
    Accounts receivable                (1,782)       (2,146)       28,516 
    Prepaid expenses and other          5,276         4,694          (719)
    Accounts payable and accrued
     liabilities                      (30,936)       22,389       (30,565)
  Payment to Freeport-McMoRan
   Royalty Trust                            -        (2,854)       (2,296)
  Other                                10,391       (15,392)        6,852
                                   ----------    ----------    ----------
Net cash provided by operating
 activities                            87,204        55,526        61,203 
                                   ----------    ----------    ----------
Cash flow from investing activities:
Capital expenditures                   (2,059)      (32,958)      (57,165)
Sale of assets                         25,000        65,596        99,983 
                                   ----------    ----------    ----------
Net cash provided by investing
 activities                            22,941        32,638        42,818 
                                   ----------    ----------    ----------
Cash flow from financing activities:
Proceeds from sale of FCX
 Class A shares                       497,166             -             -
Purchase of:
  FTX common shares                   (44,752)      (67,747)      (22,229)
  FCX Class A shares                  (58,906)      (47,596)      (16,482)
  FRP units                            (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                            (165,000)      155,000         3,943 
(Increase) decrease in long-term
 note due from FCX                        800        11,470       (12,270)
(Increase) decrease in long-term
 note due from FRP                    (24,740)      100,900       138,450 
Cash dividends paid:
  Common stock                         (5,168)      (44,467)     (175,890)
  Preferred stock                      (8,757)      (22,110)      (22,384)
Other                                  (2,754)        4,746         1,858 
                                   ----------    ----------    ----------
Net cash used in financing
 activities                          (110,145)      (88,164)     (105,004)
                                   ----------    ----------    ----------
Net decrease in cash and
 short-term investments                     -             -          (983)
Cash and short-term
 investments at beginning of year           -             -           983 
                                   ----------    ----------    ----------
Cash and short-term investments
 at end of year                    $        -    $        -    $        -
                                   ==========    ==========    ==========

The footnotes contained in FTX's 1995 Annual Report to stockholders
are an integral part of these statements.


<PAGE>                                    F-4


         FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES

          SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

         for the years ended December 31, 1995, 1994 and 1993

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:
  1995:
    Sulphur     $   55,105    $    2,643  $        -  $   14,206a  $   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
                ==========    ==========  ==========  ==========   ==========
  1993:
    Sulphur     $   35,200    $   27,562  $        -  $   (5,475)  $   57,287
    Fertilizer      18,543         5,365           -      14,529c      38,437
    Oil & Gas        8,617         7,995           -      (1,649)      14,963
                ----------    ----------  ----------  ----------   ----------
                $   62,360    $   40,922  $        -  $    7,405b  $  110,687
                ==========    ==========  ==========  ==========   ==========

a.   Includes $23.5 million of liabilities assumed in connection with
the acquisition of the sulphur assets of Pennzoil Co.  (See Note 5 to
the Financial Statements).

b.   Includes expenditures of $11.1 million in 1995, $9.7 million in
1994 and $14 million in 1993.

c.   Includes $19.7 million which represents FRP's proportionate share of
IMC-Agrico liabilities (see Note 2 to the Financial Statements) in excess
of the FRP contributed amounts.




                             Exhibit Index

                                                                 Sequentially 
Exhibit                                                            Numbered    
Number                                                               Page
_____                                                                ____

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.  Incorporated by reference to
        Exhibit 3.2 to the FTX 1992 Second Quarter Form 10-Q.

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    Credit  Agreement dated as of June 30, 1995 (the "FTX/FRP
        Credit Agreement")  among FTX, FRP, the various financial
        institutions which are  parties  thereto  (the  "Banks"),
        Chemical  Bank,  as  Administrative  Agent and Chase,  as
        Documentary    Agent    (collectively,   the   "Agents").
        Incorporated by reference to Exhibit 4.1 to the Quarterly
        Report  on  Form  10-Q  of  FRP  for  the  quarter  ended
        September 30, 1995.

4.16    First  Amendment  dated  as  of  January  10, 1996 to the
        FTX/FRP  Credit  Agreement  among  FTX, FRP, the  FTX/FRP
        Banks  and  the  Agents.  Incorporated  by  reference  to
        Exhibit 10.2 to the  Current  Report  on 8-K of FRP dated
        February 13, 1996.

4.17    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.

4.18    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.

4.19    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.

4.20    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.  Incorporated
        by reference to Exhibit  10.24  to  the  Annual Report on
        Form 10-K of FTX for the fiscal year ended  December  31,
        1994 (the "FTX 1994 Form 10-K").

10.9    1992  Long-Term  Performance  Incentive  Plan  of FTX, as
        amended.   Incorporated by reference to Exhibit 10.25  to
        the FTX 1994 Form 10-K.

10.10   1987  Long-Term  Performance  Incentive  Plan  of FTX, as
        amended.   Incorporated by reference to Exhibit 10.26  to
        the FTX 1994 Form 10-K.

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.

10.13   FTX President's Award Program, as amended.

10.14   FTX 1992 Stock Option Plan.  Incorporated by reference to
        Exhibit  10.3 to the Quarterly Report on Form 10-Q of FCX
        for the quarter ended June 30, 1992 (the "FCX 1992 Second
        Quarter Form 10-Q").

10.15   1982  Stock Option Plan of FTX, as amended.  Incorporated
        by reference to Exhibit 10.31 to the FTX 1994 Form 10-K.

10.16   FTX  1992  Stock  Incentive  Unit  Plan.  Incorporated by
        reference to Exhibit 10.2 to the FCX  1992 Second Quarter
        Form 10-Q.

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

10.18   FTX   1991   Plan   for   Deferral  of  Directors'  Fees.
        Incorporated by reference to  Exhibit 10.20 to the Annual
        Report  on Form 10-K of FTX for  the  fiscal  year  ended
        December 31, 1991.

10.19   FTX  Directors' Charitable Gift Program.  Incorporated by
        reference  to  Exhibit 10.29 to the Annual Report on Form
        10-K of FTX for  the  fiscal year ended December 31, 1992
        (the "FTX 1992 Form 10-K").

10.20   FTX Matching Gifts Program.  Incorporated by reference to
        Exhibit 10.30 to the FTX 1992 Form 10-K.

10.21   Financial  Counseling  and  Tax  Return  Preparation  and
        Certification Program of FTX, as amended.

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

10.23   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").

10.24   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.

10.25   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.

10.26   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.

10.27   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.

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

13.1    Those  portions of the 1995 Annual Report to stockholders
        of FTX which are incorporated herein by reference.

21.1    Subsidiaries of FTX.

23.1    Consent of Arthur Andersen LLP dated March 27, 1996.

23.2    Consent of Ernst & Young LLP dated March 27, 1996.

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.