Exhibit 10.2
                      McMoRan OIL & GAS CO.
                    ADJUSTED STOCK AWARD PLAN


                            SECTION 1

          Purpose.  The purpose of the McMoRan Oil & Gas Co.
Adjusted Stock Award Plan (the "Plan") is to provide for the
issuance  and  administration  of certain awards relating to
common stock of the Company issued  to  employees,  officers
and   directors   of   Freeport-McMoRan  Inc.  ("FTX"),  the
Company's parent, in connection  with  FTX's distribution to
FTX stockholders of all of the common stock of the Company.


                            SECTION 2

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

          "Award"  shall  mean any Option, Limited Right  or
Stock Incentive Unit granted under this Plan.

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

          "Board" shall mean the Board of Directors  of  the
Company.

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

          "Committee" shall mean a committee  of  the  Board
designated  by the Board to administer the Plan and composed
of not fewer than two directors, each of whom, to the extent
necessary to comply with Rule 16b-3 only, is a "non-employee
director" within  the  meaning  of  Rule 16b-3  and,  to the
extent  necessary to comply with Section 162(m) only, is  an
"outside  director" under Section 162(m).  In the absence of
such a designation, "Committee" shall mean the Board.

          "Company" shall mean McMoRan Oil & Gas Co.

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

          "Distribution"  shall mean the distribution by FTX
of all the then outstanding  Shares  to  the  holders of FTX
common stock, as described in the Information Statement.

          "Distribution  Date"  shall  mean the Distribution
Date, as disclosed in the Information Statement.

          "Eligible Individual" shall mean  any  present  or
former  employee,  officer  or  director  of  FTX who on the
Distribution Date holds an FTX Award.

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

          "FTX Award" shall mean any of the FTX Options, FTX
Director Options, FTX SARs and FTX SIUs.

          "FTX  Director  Option"  shall  mean an option  to
purchase FTX common stock granted under the  FTX  1988 Stock
Option  Plan  for Non-Employee Directors that is outstanding
and unexercised on the Distribution Date.

          "FTX  Option" shall mean an option to purchase FTX
common stock granted  by  FTX to a present or former officer
or employee of FTX that is  outstanding  and  unexercised on
the Distribution Date.

          "FTX  SAR"  shall mean a stock appreciation  right
granted to a present or  former  officer  or employee of FTX
that  is  outstanding  and  unexercised on the  Distribution
Date.

          "FTX  SIU"  shall  mean  a  stock  incentive  unit
granted under the FTX 1992 Stock Incentive Unit Plan that is
outstanding and unexercised on the Distribution Date.

          "Information Statement" shall mean the Information
Statement dated May 18, 1994 included  in  the  Registration
Statement  on  Form  10A-2  filed  by the Company under  the
Exchange Act with respect to the Shares.

          "Limited Right" shall mean any right granted under
Section 8 of the Plan.

          "Offer"  shall  mean  any tender  offer,  exchange
offer or series of purchases or other  acquisitions,  or any
combination of those transactions, as a result of which  any
person,  or  any  two or more persons acting as a group, and
all  affiliates  of  such   person  or  persons,  shall  own
beneficially  more  than  40%  of   the  Shares  outstanding
(exclusive of Shares held in the Company's  treasury  or  by
the Company's Subsidiaries).

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

          "Option"   shall  mean  an  Option  granted  under
Section 6 of the Plan.

          "Participant"  shall  mean any Eligible Individual
granted an Award under the Plan.

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

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

          "SEC"  shall  mean  the  Securities  and  Exchange
Commission, including the  staff  thereof,  or any successor
thereto.

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

          "SIU" shall mean a Stock Incentive Unit.

          "Shares"  shall  mean the shares of common  stock,
par  value $.01 per share, of  the  Company  (including  any
attached  Preferred  Stock  Purchase Rights), and such other
securities of the Company or  a  Subsidiary as the Committee
may from time to time designate.

          "Stock Incentive Unit" shall  mean  any  award  of
stock incentive units granted under Section 7 of the Plan.

          "Subsidiary"  shall  mean any corporation or other
entity in which the Company possesses directly or indirectly
equity interests representing at  least  50%  of  the  total
ordinary voting power or at least 50% of the total value  of
all classes of equity interests of such corporation or other
entity.


                            SECTION 3

          Administration.  The Plan shall be administered by
the  Committee.   Subject  to  the  terms  of  the  Plan and
applicable law, and in addition to other express powers  and
authorizations  conferred  on the Committee by the Plan, the
Committee shall have full power  and  authority to interpret
and  administer  the  Plan and any instrument  or  agreement
relating  to,  or Award made  under,  the  Plan;  establish,
amend, suspend or  waive  such  rules  and  regulations  and
appoint  such  agents  as  it shall deem appropriate for the
proper  administration  of the  Plan;  and  make  any  other
determination and take any  other  action that the Committee
deems necessary or desirable for the  administration  of the
Plan.   The  Committee shall have no discretion relating  to
the timing, pricing  and  size  of  Awards granted under the
Plan,  which  shall  be  determined in accordance  with  the
provisions  of  Sections  6,  7  and  8.   Unless  otherwise
expressly   provided   in   the  Plan,   all   designations,
determinations, interpretations and other decisions under or
with respect to the Plan or any  Award  shall  be within the
sole  discretion of the Committee, may be made at  any  time
and shall be final, conclusive and binding upon all Persons,
including  the Company, any Subsidiary, any Participant, any
holder or beneficiary  of  any Award, any stockholder of the
Company and any Eligible Individual.


                            SECTION 4

          Eligibility.  Each  Eligible  Individual  shall be
granted  an  Award in accordance with the provisions of  the
Plan.


                            SECTION 5

          (a)   Shares  Available  for  Awards.   Subject to
adjustment as provided in paragraph 5(b):

          (i)   Calculation  of  Number of Shares Available.
     The number of Shares with respect  to  which Awards may
     be  granted  under  the  Plan shall be such  number  of
     Shares as results from the  application  of  the  award
     formulas set forth in Sections 6 and 8.  Such number of
     Shares  shall  not  be  reduced by the number of Shares
     with  respect to which SIUs  shall  be  granted,  which
     shall be  determined in accordance with Section 7.  If,
     after the effective  date of the Plan, an Award granted
     under  the Plan expires  or  is  exercised,  forfeited,
     canceled  or terminated without the delivery of Shares,
     then the Shares  covered by such Award or to which such
     Award  relates,  or  the  number  of  Shares  otherwise
     counted against the  aggregate  number  of  Shares with
     respect  to which Awards may be granted, to the  extent
     of   any   such   expiration,   exercise,   forfeiture,
     cancellation  or  termination,  shall not thereafter be
     available for grants or Awards under the Plan.

          (ii)  Sources of Shares Deliverable  Under Awards.
     Any  Shares delivered pursuant to an Award may  consist
     of  authorized  and  unissued  Shares  or  of  treasury
     Shares,  including  Shares  held  by  the  Company or a
     Subsidiary and acquired in the open market or otherwise
     obtained by the Company or a Subsidiary.

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


                            SECTION 6

          (a)   Stock  Options.  Immediately  prior  to  the
Distribution, each holder of an FTX Option, an FTX SAR or an
FTX Director Option shall receive an Option to purchase such
number of Shares  (disregarding  any  fractional  Share)  as
such holder would be eligible to receive in the Distribution
with  respect  to  the  number of shares of FTX common stock
subject to such FTX Award  if  such holder were the owner of
record  of  such  FTX  shares on the  record  date  for  the
Distribution.  Except as  set  forth  in paragraphs 6(b) and
6(c),  each such Option shall have the same  remaining  term
and other  terms  and  conditions  (whether  such  terms and
conditions  are contained in the related FTX Award agreement
or in the plan  under  which  such  FTX  Award was made) and
shall  be exercisable to the same extent as  the  FTX  Award
from  which   they  were  derived,  with  such  changes  and
modifications as are necessary to substitute the Company for
FTX as the issuer of the Option.

          (b)  Exercise Price.  The per Share exercise price
of each Option  granted  pursuant to paragraph 6(a) shall be
the per share exercise price or grant price of the FTX Award
from which such Option was derived multiplied by a fraction,
the numerator of which is the per Share fair market value of
the Shares at the time of  the  Distribution,  determined as
set  forth  below, and the denominator of which is  the  per
share fair market  value  of FTX common stock at the time of
the  Distribution,  determined  as  set  forth  below.   For
purposes of this paragraph  6(b),  the per Share fair market
value at the time of the Distribution  shall be the weighted
average  when-issued per Share price of the  Shares  on  the
NASDAQ National  Market  System on the first trading date on
which the Shares are traded  on  a  when-issued basis on the
NASDAQ National Market System, and the per share fair market
value of FTX common stock at the time  of  the  Distribution
shall  be  the weighted average per share price of  the  FTX
common stock  on the New York Stock Exchange on such trading
date.

          (c)  Tax-Offset Right Adjustment.  Notwithstanding
the foregoing,  if  the  FTX  Award  from  which  the Option
granted  under  this Section 6 derives contained a right  to
receive a cash payment  upon  exercise  of  such  FTX  Award
related  to  and intended to defray the income tax liability
associated therewith,  the number of Shares to be subject to
the  Option,  determined  according  to  the  provisions  of
paragraph  6(a)  (without disregarding  fractional  Shares),
shall be multiplied  by  1.6556  and  any  fractional  Share
resulting  from  such adjustment shall be disregarded.  Such
adjustment shall not affect the calculation of the per Share
exercise price of the Option as set forth in paragraph 6(b).

          (d)   Payment.    No  Shares  shall  be  delivered
pursuant to any exercise of an  Option until payment in full
of  the option price therefor is received  by  the  Company.
Such  payment may be made in cash, or its equivalent, or, if
and to  the  extent  permitted by the Committee, by applying
cash amounts payable by  the  Company  upon  the exercise of
such  Option  or  other Awards by the holder thereof  or  by
exchanging whole Shares  owned by such holder (which are not
the subject of any pledge or other security interest), or by
a combination of the foregoing,  provided  that the combined
value of all cash, cash equivalents, cash amounts so payable
by the Company upon exercises of Awards and  the fair market
value of any such whole Shares so tendered to  the  Company,
valued  (in  accordance  with procedures established by  the
Committee) as of the effective  date of such exercise, is at
least equal to such option price.


                            SECTION 7

          (a)  Stock Incentive Units.   Immediately prior to
the Distribution, each holder of an FTX SIU  shall receive a
Stock  Incentive  Unit  relating  to  such number of  Shares
(disregarding any fractional Share) as  such holder would be
eligible to receive in the Distribution with  respect to the
number of shares of FTX common stock to which such  FTX  SIU
relates  if such holder were the owner of record of such FTX
shares on  the  record date for the Distribution.  Except as
set forth in paragraphs  7(b)  and 7(c), each such SIU shall
have the same remaining term and  other terms and conditions
(whether  such terms and conditions  are  contained  in  the
related FTX  SIU  agreement  or in the plan under which such
FTX  SIU  was made) and shall be  exercisable  to  the  same
extent as the  FTX  SIU  from  which they were derived, with
such  changes  and  modifications  as   are   necessary   to
substitute  the  Company  for  FTX as the issuer of the SIU.
The per Share exercise price of each SIU shall be determined
in the same manner as the exercise  price of Options granted
pursuant to Section 6, as described in paragraph 6(b).

          (b)   A  Stock Incentive Unit  shall  entitle  the
holder thereof to receive  an amount equal to the excess, if
any, of the fair market value  of  a  Share  on  the date of
exercise  of the SIU over the exercise price.  In the  event
that the SIU  is  exercised  during  a  period beginning not
earlier than one day after the expiration  date  of an Offer
and  ending  not  more than ninety days after the expiration
date of such Offer,  an SIU shall entitle the holder thereof
to  receive upon exercise  the  higher  of  (i)  the  amount
described  in  the first sentence of this paragraph 7(b) and
(ii) an amount in  cash  equal to the excess, if any, of the
Offer Price on the date of  exercise  of  the  SIU  over the
exercise price.


                            SECTION 8

          (a)  Limited Rights.  Each holder of an FTX Option
or FTX SAR shall receive, at the same time as and in  tandem
with  each  Option  granted  to such holder under Section 6,
Limited  Rights equal in number  to  the  number  of  Shares
subject to such Option with which such Limited Rights are in
tandem.  Such  Limited Rights shall have a grant price equal
to the exercise  price  of  the  Option under Section 6 with
which  it  is  in tandem, and shall in  all  other  respects
contain the same  terms  and  conditions  as  the  agreement
pertaining to the FTX Award from which they derived.

          (b)   A  Limited  Right  shall  entitle the holder
thereof to receive an amount equal to the excess, if any, of
the Offer Price on the date of exercise of the Limited Right
over the grant price.  Any Limited Right may  be  settled in
cash,  Shares  or  a  combination  of  cash  and  Shares, as
determined  by  the  Committee  or the Board at the time  of
exercise,  and  shall only be exercisable  during  a  period
beginning not earlier  than one day and ending not more than
ninety days after the expiration date of an Offer.


                            SECTION 9

          (a)  Amendments to the Plan.  The Board may amend,
suspend or terminate the  Plan or any portion thereof at any
time,  provided  that no amendment  shall  be  made  without
stockholder approval if such approval is necessary to comply
with  any tax or regulatory  requirement.    Notwithstanding
anything to the contrary contained herein, (i) the Committee
may amend  the  Plan  in such manner as may be necessary for
the Plan to conform with  local rules and regulations in any
jurisdiction  outside  the  United   States   and  (ii)  any
amendment, suspension or termination made in accordance with
this paragraph 9(a) that would adversely affect  a  holder's
rights  under  an Award made under the Plan may not be  made
without such holder's consent.

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

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

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


                            SECTION 10

          (a)  Award Agreements.  Each Award hereunder shall
be evidenced by a writing delivered to the  Participant that
shall specify the terms and conditions thereof and any rules
applicable  thereto and that shall, in accordance  with  the
provisions of the Plan, replicate as closely as possible the
terms, conditions  and  other  contractual attributes of the
FTX Award from which the Award is  derived,  as in effect on
the Distribution Date.

          (b)  Transferability.  No Awards granted hereunder
may   be   transferred,   pledged,   assigned  or  otherwise
encumbered by a Participant except: (i) by will; (ii) by the
laws  of  descent  and  distribution; (iii)  pursuant  to  a
domestic  relations  order,  as  defined  in  the  Code,  if
permitted by the Committee  and  so  provided  in  the Award
Agreement  or  an  amendment  thereto; or (iv) as to Options
only, if permitted by the Committee  and  so provided in the
Award  Agreement or an amendment thereto, (a)  to  Immediate
Family Members,  (b)  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,  (c)  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  (d)  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 Participant and their  spouses.   Any
attempted assignment,  transfer,  pledge,  hypothecation  or
other  disposition  of  Awards,  or  levy  of  attachment or
similar  process  upon  Awards  not  specifically  permitted
herein,  shall  be  null  and void and without effect.   The
designation  of a Designated  Beneficiary  shall  not  be  a
violation of this Section 10(b).

          (c)   Share  Certificates.   All  certificates for
Shares or other securities delivered under the Plan pursuant
to  any  Award or the exercise thereof shall be  subject  to
such stop  transfer  orders  and  other  restrictions as the
Committee may deem advisable under the Plan  or  the  rules,
regulations,  and  other  requirements of the SEC, any stock
exchange upon which such Shares or other securities are then
listed, and any applicable  federal  or  state laws, and the
Committee may cause a legend or legends to  be  put  on  any
such  certificates  to  make  appropriate  reference to such
restrictions.

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

          (e)  No Right  to  Employment.   The  grant  of an
Award  shall  not  be  construed as giving a Participant the
right to be engaged or employed by or retained in the employ
of FTX, the Company or any  Subsidiary.  FTX, the Company or
any Subsidiary may at any time  dismiss  a  Participant from
engagement  or  employment, free from any liability  or  any
claim under the Plan, unless otherwise expressly provided in
the Plan or in any Award Agreement or any agreement relating
to the engagement  or  employment of the Participant by FTX,
the Company or any Subsidiary.

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

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

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

          (i)  No Fractional  Shares.   No fractional Shares
shall be issued or delivered pursuant to  the  Plan  or  any
Award, and the Committee shall determine, in accordance with
the  terms  of  the Plan, as applicable, whether cash, other
securities or other property shall be paid or transferred in
lieu of any fractional  Shares  or  whether  such fractional
Shares or any rights thereto shall be canceled,  terminated,
or otherwise eliminated.

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


                            SECTION 11

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


                            SECTION 12

          Term of the Plan.  Subject to paragraph  5(b),  no
Award  shall  be  granted  under  the Plan except the Awards
provided  for  in  Sections  6,  7  and 8.   Awards  granted
hereunder shall continue until their  respective  expiration
dates,  and  the  authority  of the Committee to administer,
interpret, amend, alter, adjust,  suspend,  discontinue,  or
terminate,  in  accordance  with the provisions of the Plan,
any such Award or to waive any  conditions  or  rights under
any such Award shall extend until the latest such date.

                       As amended effective December 10, 1996