Exhibit 10.5



                        AMENDMENT TO PARTICIPATION AGREEMENT
                          MCMORAN 1997 EXPLORATION PROGRAM


               This Amending Agreement (the  "Amending Agreement") is  made
          as of the 15th  day of December, 1997  between McMoRan Oil &  Gas
          Co., ("McMoRan") and Freeport-McMoRan Resource Partners,  Limited
          Partnership ("Participant").


               WITNESSETH:
               WHEREAS,  McMoRan   and   Participant   entered   into   the
          Participation Agreement for the McMoRan 1997 Exploration  Program
          as of April 1, 1997;


               WHEREAS, McMoRan and Participant agree to expand the Program
          in certain  respects  to include  additional  participants  ("the
          Expanded Program") effective as of December 15, 1997.


               NOW THEREFORE, for and in consideration of the premises  and
          the respective covenants and agreements contained herein and  for
          good and valuable consideration, the  receipt of which is  hereby
          acknowledged, the parties hereto, intending to be legally  bound,
          hereby agree as follows:

                                         I.

          The Grand Isle 65 Prospect, the Eugene Island 18/19 Prospect, the
          West Cameron 616 Prospect and the West Cameron 492 Prospect shall
          not be  included in  the Expanded  Program  and the  interest  of 
          McMoRan and Participant in such Prospects  shall be as set  forth
          in the Program Agreement, unaffected by this Amending Agreement.


                                         II.

          To the extent that other participants have reimbursed McMoRan for
          a portion of the Initial Leasehold Inventory, McMoRan will credit
          Participant with its proportionate  share of such  reimbursement.


                                        III.

          Section 6.1 of the Program Agreement  is amended to provide  that
          the budget for the  Program as to those  properties that are  not
          included in the  Expanded Program shall  be $45,000,000,with  the
          $155,000,000 balance  of the  original  Program budget  plus  the
          approximate $10,000,000 commitment of  the new participant to  be
          the total budget of the Expanded Program.


                                         IV.

          The parties  hereby adopt  the Participation  Agreement  attached
          hereto as Exhibit  A as the  Program Agreement  for the  Expanded
          Program effective as of December 15, 1997.


               IN WITNESS WHEREOF, this  Agreement is executed in  multiple
          copies, each  of which  shall  be deemed  to  be an  original  on
          December 19,  1997, but  effective as  of the  dated first  above
          written.

                                              McMoRan Oil & Gas Co.

                                              By: /s/ Glenn A. Kleinert
                                                      -----------------
                                                     Glenn A. Kleinert
                                                     Senior Vice President


                                              Freeport-McMoRan Resource
                                              Partners,Limited Partnership
                                              By:  Freeport-McMoRan Inc. as
                                                   Administrative  Managing
                                                   Partner


                                              By: /s/ Robert M. Wohleber
                                                      ------------------      
                                                    Robert M. Wohleber
                                                    Senior Vice President