Exhibit 10.4

                      McMoRan OIL & GAS CO.
        1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


                            ARTICLE I

                       PURPOSE OF THE PLAN

          The  purpose  of  the  1994  Stock Option Plan for
Non-Employee Directors (the "Plan") is to align more closely
the interests of the non-employee directors of McMoRan Oil &
Gas  Co.  (the  "Company")   with  that  of  the   Company's
stockholders  by  providing for the automatic grant to  such
directors of stock  options  ("Options")  to purchase Shares
(as hereinafter defined), in accordance with  the  terms  of
the Plan.

                         ARTICLE II

                        DEFINITIONS

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

          Board:  The Board of Directors of the Company.

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

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

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

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

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

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

          Fair Market Value:  The average of  the  per Share
high and low quoted sale prices 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
principal  exchange  or  market  on  which  such Shares  are
quoted.

          Option  Cancellation  Gain:  With respect  to  the
cancellation of an Option pursuant  to  Section 3 of Article
IV hereof, the excess of the Fair Market  Value  as  of  the
Option Cancellation Date (as that term is defined in Section
3  of  Article  IV  hereof)  of  all  the outstanding Shares
covered  by  such Option, whether or not  then  exercisable,
over the purchase price of such Shares under such Option.

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

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

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

          Shares:  Shares of common stock, par  value  $0.01
per  share, of the Company (including any attached Preferred
Stock Purchase Rights).

          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.

                        ARTICLE III

                 ADMINISTRATION OF THE PLAN

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

                         ARTICLE IV

                 STOCK SUBJECT TO THE PLAN

          SECTION 1.  The Shares to be issued  or  delivered
upon  exercise  of  Options shall be made available, at  the
discretion of the Board,  either  from  the  authorized  but
unissued  Shares of the Company or from Shares reacquired by
the Company,  including  Shares  purchased by the Company in
the  open market or otherwise obtained;  provided,  however,
that the  Company, at the discretion of the Board, may, upon
exercise  of  Options  granted  under  this  Plan,  cause  a
Subsidiary to deliver Shares held by such Subsidiary.

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

          SECTION  3.   In  the  event of the payment of any
dividends  payable  in  Shares,  or  in  the  event  of  any
subdivision  or  combination of the Shares,  the  number  of
Shares which may be  purchased  under  this  Plan,  and  the
number   of   Shares  subject  to  each  Option  granted  in
accordance with Section 2 of Article VII, shall be increased
or decreased proportionately,  as  the  case may be, and the
number of Shares deliverable upon the exercise thereafter of
any  Option  theretofore  granted  (whether  or   not   then
exercisable)     shall    be    increased    or    decreased
proportionately, as  the  case may be, without change in the
aggregate purchase price.   In  the  event  the  Company  is
merged or consolidated into or with another corporation in a
transaction  in which the Company is not the survivor, or in
the event that substantially all of the Company's assets are
sold to another  entity not affiliated with the Company, any
holder of an Option,  whether or not then exercisable, shall
be entitled to receive  (unless  the Company shall take such
alternative  action  as  may be necessary  to  preserve  the
economic benefit of the Option  for  the  optionee)  on  the
effective   date   of  any  such  transaction  (the  "Option
Cancellation Date"),  in  cancellation  of  such  Option, an
amount  in  cash  equal  to  the  Option  Cancellation  Gain
relating  thereto,  determined as of the Option Cancellation
Date.

                         ARTICLE V

             PURCHASE PRICE OF OPTIONED SHARES

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

                         ARTICLE VI

                 ELIGIBILITY OF RECIPIENTS

          Options will be  granted  only  to individuals who
are Eligible Directors at the time of such grant.

                        ARTICLE VII

                      GRANT OF OPTIONS

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

          SECTION 2.  On June 1, 1994   and  June  1 of each
subsequent  year  through  and including 2003, each Eligible
Director, as of each such date,  shall  be granted an Option
to   purchase  1,656  Shares.   Each  Option  shall   become
exercisable with respect to 414 Shares on each of the first,
second,  third and fourth anniversaries of the date of grant
and may be  exercised  by the holder thereof with respect to
all or any part of the Shares comprising each installment as
such holder may elect at  any  time  after  such installment
becomes  exercisable but no later than the termination  date
of such Option;  provided  that  each  Option  shall  become
exercisable in full upon a Change in Control.

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

                        ARTICLE VIII

                 TRANSFERABILITY OF OPTIONS

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

          (a)  by will;

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

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

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


                            ARTICLE IX

                       EXERCISE OF OPTIONS

          SECTION 1.  Each Option shall  terminate  10 years
after the date on which it was granted.

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

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

          SECTION  4.   A person  electing  to  exercise  an
Option or any portion thereof  then  exercisable  shall give
written  notice to the Company of such election and  of  the
number of  Shares  such  person has elected to purchase, and
shall at the time of purchase tender the full purchase price
of such Shares, which tender  shall  be made in cash or cash
equivalent (which may be such person's personal check) or in
Shares 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 pursuant to the exercise  of  any Option, in whole or
in part, until such payment in full of the purchase price of
such  Shares 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 subject to such Option or entitled to any rights of a
stockholder of the Company in respect of any Shares  covered
by  such  Option distributable in connection therewith until
such Shares  have been paid for in full and certificates for
such Shares have been issued or delivered by the Company.

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

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


                         ARTICLE X

                   TERMINATION OF SERVICE
                  AS AN ELIGIBLE DIRECTOR

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

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

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

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

                         ARTICLE XI

               AMENDMENTS TO PLAN AND OPTIONS

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

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

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

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

          (d)  extend beyond June 1, 2003 the period  during
     which Options may be granted;

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

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


                      As amended effective December 10,1996