Exhibit 10.7

                                AMENDED AND RESTATED
                                 SERVICES AGREEMENT

               THIS  AMENDED   AND   RESTATED  SERVICES   AGREEMENT   (this
          "Agreement"), dated as  of December 23,  1997 by  and between  FM
          Services Company, a Delaware corporation ("FMS"), and McMoRan Oil
          & Gas Co., a Delaware corporation ("MOXY").

               WHEREAS, FMS  and MOXY  entered  into a  Services  Agreement
          dated as of January  1, 1996 the  ("Original Agreement") for  the
          provision of certain services by FMS for MOXY; and

               WHEREAS, FMS  and  MOXY  desire to  amend  and  restate  the
          Original Agreement and for  FMS to continue  to furnish MOXY  and
          its affiliates, as  that term is  defined in Rule  405 under  the
          Securities Act  of 1933  (collectively, the  "MOXY Group"),  with
          Services,  as  defined  below,  to  support  and  complement  the
          services provided by its officers, employees and other  available
          resources. 

               NOW  THEREFORE,  in  consideration  of  the  covenants   and
          agreements  set  forth  herein,  and  other  good  and   valuable
          consideration, the receipt  and sufficiency of  which are  hereby
          acknowledged, the parties hereto agree as follows:

               Section 1.     Services.  During the term of this  Agreement
          FMS shall  furnish  the  following  services  (collectively,  the
          "Services") to  the MOXY  Group:   (a) accounting,  treasury  and
          financial, (b) tax, (c) insurance and risk management  (including
          the purchase and maintenance on behalf of MOXY of such  insurance
          as MOXY  deems necessary  or  appropriate), (d)  human  resources
          (including employee benefit services), (e) management information
          and system  support, (f)  governmental relations,  (g)  community
          relations, (h) investor relations, (i) facilities management  and
          security, (j) business  development, (k)  executive support,  (l)
          aviation, (m) contract administration and (n) such other services
          as may mutually be agreed upon  by the parties hereto.   Services
          shall be provided directly by FMS  or, in the discretion of  FMS,
          by affiliated or non-affiliated third parties.

               Section 2.     Administration of Services.  FMS shall  keep
          the appropriate officers and employees of MOXY and other  members
          of the MOXY Group  fully informed and  shall cooperate with  such
          officers  and  employees  with  respect  to  the  performance  of
          Services by  FMS.   Each  member of  the  MOXY Group  shall  have
          complete and full access to all data, records, files, statements,
          invoices, billings and other information  generated by or in  the
          custody of FMS relating to Services provided to such entity.

               Section 3.     Compensation. 

               (a)  As compensation for  the performance  of the  Services,
          MOXY shall reimburse, or cause another  member of the MOXY  Group
          to reimburse, FMS for:

                    (i)  All expenses of the Services incurred by FMS  that
               are  readily  identifiable  to  the  MOXY  Group,  including
               personnel  related  costs   (which  shall   be  based   upon
               department  head  allocations),  facilities  related   costs
               (based upon personnel cost  allocations) and aviation  costs
               ("Direct Charges");

                    (ii) All  costs  of  goods,  services  or  other  items
               purchased from third parties by FMS  for the MOXY Group,  to
               the  extent  such  costs  are  paid  by  FMS  ("Third  Party
               Charges"); and

                    (iii)     The portion of all other expenses incurred by
               FMS in connection  with providing the  Services to the  MOXY
               Group and similar services to Freeport-McMoRan Copper & Gold
               Inc. ("FCX"), Freeport-McMoRan Sulphur  Inc. ("FSC") and  FM
               Properties Inc. ("FMPO") and their respective affiliates  as
               directed from time to time by the joint written instructions
               of MOXY,  FCX,  FSC and  FMPO  pursuant to  the  Stockholder
               Agreement of even  date herewith  among MOXY,  FCX, FSC  and
               FMPO ("Allocated Charges").

               (b)  FMS shall invoice MOXY  by the last  day of each  month
          for all Direct Charges, Third Party Charges and Allocated Charges
          incurred for the immediately preceding month.  All invoices shall
          provide  MOXY  with  an  account  of  all  such  charges  and  an
          accounting for all Advances, as defined below, during such month.
           All amounts  shown on  each invoice  shall  be due  and  payable
          within five (5) days of the date of the invoice.  In the event of
          a dispute as to the propriety of any invoiced amount, MOXY  shall
          pay, or  cause the  payment of,  all undisputed  amounts on  each
          invoice, but shall be entitled to withhold payment of any  amount
          in dispute and  shall promptly  notify FMS  of the  basis of  the
          dispute.

               (c)  MOXY shall advance, or cause the advancement of,  funds
          to FMS  for Direct  Charges, Third  Party Charges  and  Allocated
          Charges from  time to  time during  the  term of  this  Agreement
          (which may be as often as daily) as requested by FMS, such  funds
          to serve as an  advance of the amounts  to be invoiced  hereunder
          (the "Advances").

               Section 4.     Use of FMS Facilities.  FMS shall provide the
          MOXY Group with a non-exclusive  right to utilize its  properties
          and facilities, subject to  such limitations, if  any, as may  be
          imposed by leases and other agreements and instruments  governing
          the use of such properties and facilities.

               Section 5.     Terms of  Agreement; Termination.  (a)  This
          Agreement shall commence as of the  date first above written  and
          shall continue in effect until (i) the parties mutually agree  in
          writing to terminate this Agreement,  (ii) 90 days after  receipt
          by FMS of written  notice from MOXY of  its request to  terminate
          this Agreement,  or (iii)  a Change  in Control.   A  "Change  in
          Control" shall be deemed to have occurred if any Person or  group
          (within the meaning of Rule 13d-5 of the SEC as in effect on  the
          date hereof) shall own directly or indirectly, beneficially or of
          record, shares representing 50% or more of the aggregate ordinary
          voting power represented  by the issued  and outstanding  capital
          stock of MOXY.

               (b)  Upon termination  of  this  Agreement,  MOXY  shall  be
          liable for (i) Direct Charges, Third Party Charges and  Allocated
          Charges  incurred  in   accordance  with  Section   3  prior   to
          termination, (ii) its proportionate  share of all costs  incurred
          by FMS or  which FMS  is obligated  to incur  in connection  with
          providing  the  Services  after   termination,  because  of   the
          anticipated long-term nature of this Agreement or otherwise,  and
          (iii) all costs of such  termination, whether direct or  indirect
          and including  costs  incurred  by FMS  in  connection  with  the
          termination by FMS of obligations entered into in connection with
          the Services.

               Section 6.     Limitation of Liability.

               (a)  FMS makes  no  representation or  warranty  whatsoever,
          express or implied, with  respect to the Services.   In no  event
          shall FMS be  liable to MOXY  for (i) any  loss, cost or  expense
          resulting from any act or omission taken at the express direction
          of any member of the MOXY Group or (ii) any special, indirect  or
          consequential damages resulting from any error or omission in the
          performance of the Services or from the breach of this Agreement.

               (b)  Neither FMS nor MOXY  shall be liable  for any loss  or
          damage or  any  nonperformance,  partial  or  whole,  under  this
          Agreement, caused by any  strike, labor troubles,  riot act of  a
          public enemy,  insurrection, act  of God,  or  any law,  rule  or
          regulation promulgated by any governmental body or agency, or any
          demand or requisition of any governmental body or agency, or  any
          other cause beyond the control of the parties hereto. 

               Section 7.     Confidentiality.  FMS will hold and will  use
          its best efforts to cause its officers, directors, employees  and
          other agents (collectively, its "Agents") to hold, in confidence,
          all confidential documents  and information  concerning the  MOXY
          Group furnished to such party in connection with this  Agreement,
          except to the extent that such  information can be shown to  have
          been (a)  previously known  by such  party on  a  nonconfidential
          basis, (b) in the public domain through no fault of such party or
          (c) later lawfully acquired by such party on a nonconfidential
          basis from a source other than the MOXY Group; provided that  FMS
          may disclose such information  in connection with this  Agreement
          to its Agents so long as such persons are informed by FMS of  the
          confidential nature of such information  and are directed by  FMS
          to keep such information confidential and  not to use it for  any
          purpose  other  than  its  intended  use.    Notwithstanding  the
          foregoing, FMS or its Agents may disclose such information if (i)
          compelled to disclose by judicial or administrative process or by
          other requirements of  law or  (ii) necessary  to establish  such
          party's position in  any litigation or  any arbitration or  other
          proceeding based upon or in connection with the subject matter of
          this  Agreement.    Prior  to  any  disclosure  pursuant  to  the
          preceding sentence,  FMS or  its Agent(s)  shall give  reasonable
          prior  notice  to  MOXY  of  such  intended  disclosure,  and  if
          requested by MOXY, FMS shall use all reasonable efforts to obtain
          a protective order or similar protection for such information and
          shall otherwise  disclose only  such  information as  is  legally
          required.  If all or any part of the Services are terminated, FMS
          will, and  will use  its best  efforts to  cause its  Agents  to,
          destroy or deliver to MOXY, upon request, all documents and other
          materials,  and  all  copies  thereof,  containing   confidential
          information obtained from the MOXY  Group in connection with  the
          Services so terminated.

               Section 8.     Technology.   FMS  hereby grants  to  MOXY  a
          royalty free, non-exclusive right and license to use (but not  to
          sublicense outside of  the MOXY  Group) any  and all  technology,
          whether or  not  patented, developed  by  or on  behalf  of  FMS,
          relating to  the  business of  MOXY;  provided that  the  license
          hereby granted shall not extend  to (i) any technology  developed
          for a person not affiliated with FMS, pursuant to an  arrangement
          granting such person exclusive rights to such technology, or (ii)
          any technology developed after the termination of this Agreement.

               Section 9.     Dispute Resolution.  MOXY  and FMS shall  use
          all reasonable efforts to  amicably resolve all disputes  arising
          under this Agreement.  If despite such efforts any matter  cannot
          be  amicably  resolved  the  matter  shall  be  referred  to  the
          Presidents of  MOXY  and FMS  who  shall promptly  meet  for  the
          purpose of resolving such dispute.   If despite such efforts  and
          meetings the matter remains  unresolved, then any affected  party
          may refer  the  matter to  arbitration  for final  resolution  in
          accordance with the commercial rules of the American  Arbitration
          Association.   Any  matter  submitted  to  arbitration  shall  be
          decided by a  single arbitrator selected  by mutual agreement  of
          the parties (or if the parties cannot agree then such  arbitrator
          shall be selected by the appropriate official or designee of  the
          American  Arbitration   Association).     Any  such   arbitration
          proceeding shall be held in New  Orleans, Louisiana.  Each  party
          shall bear its own costs and expenses, and the arbitrator's  fees
          and expenses and the costs and expenses of the proceeding  itself
          shall be  borne  by  the  parties  in  such  proportions  as  the
          arbitrator shall decide.  The decision of the arbitrator shall be
          final and non-appealable,  and may be  enforced in  any court  of
          competent jurisdiction.

               Section 10.    Miscellaneous.

               (a)  The  parties  hereto  are  independent  contractors.   
          Nothing in  this Agreement  is intended  or  shall be  deemed  to
          constitute a  partnership,  agency, franchise  or  joint  venture
          relationship between the parties.  Neither party shall incur  any
          debts or  make any  commitments upon  the  other, except  to  the
          extent specifically provided herein.

               (b)  This Agreement constitutes the entire agreement between
          the parties hereto with respect to the matters set forth in  this
          Agreement.   This Agreement  shall not  be amended,  modified  or
          supplemented except by an instrument in writing executed by  each
          of the parties hereto. 

               (c)  All notices and other communications hereunder shall be
          in writing  and shall  be given  by hand  delivery, certified  or
          registered   mail,   return   receipt   requested   or   telecopy
          transmission with confirmation of receipt to the address of  each
          of the parties set forth opposite the signature of such party  on
          the signature page hereof.  All notices and communications  shall
          be deemed given upon receipt thereof. 

               (d)  This Agreement shall  be governed by  and construed  in
          accordance with  the  internal laws  of  the State  of  Louisiana
          without the application of any conflicts of laws principles.

               (e)  This Agreement shall  inure to  the benefit  of and  be
          binding upon the parties  hereto and their respective  successors
          and assigns.  This Agreement shall not be assignable by any party
          hereto without the prior written consent of the other party. 



               IN WITNESS WHEREOF,  the parties hereto  have executed  this
          Agreement as of the date first above written. 

          Address for Notices:                    FM SERVICES COMPANY

          1615 Poydras Street
          New Orleans, LA  70112             By:     /s/ Michael J. Arnold 
          Attention:  General Counsel                  Michael J. Arnold
                                                       President



          Address for Notices:                    McMoRan OIL & GAS CO.

          1615 Poydras Street
          New Orleans, LA  70112             By:    /s/ Richard C. Adkerson
          Attention:  General Counsel                  Richard C. Adkerson
                                                 Co-Chairman of the Board and
                                                  Chief Executive Officer