Exhibit 10.1
             
             AMENDED AND RESTATED SERVICES AGREEMENT


     THIS  AMENDED  AND  RESTATED  SERVICES  AGREEMENT (this
"Agreement") is dated as of January 1, 1997, by  and between
FM  Services  Company,  a Delaware corporation ("FMS"),  and
McMoRan Oil & Gas Inc., a Delaware corporation ("MOXY").

     WHEREAS, the parties  entered into a Services Agreement
dated  as  of  January 1, 1996  (the  "Original  Agreement")
pursuant to which  FMS furnished 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 the MOXY Group's officers, employees  and  other
available resources;

     WHEREAS,  the  parties  desire  to  amend  the Original
Agreement to provide for a cost of living adjustment  to the
Annual  Fee,  as  defined below, and to restate the Original
Agreement as so amended.

     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) marketing,  (k)
business  development,  (l) executive support, (m) aviation,
(n) contract administration  and  (o) 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 and Reimbursement.

     (a)  As  compensation  for   the   performance  of  the
Services,  MOXY  shall  pay  to FMS an annual  fee  of  $1.0
million, subject to the adjustment  set  forth in Section 10
hereof (the "Annual Fee").  The Annual Fee  shall be payable
in four equal payments on or before the tenth  (10th) day of
each calendar quarter in each year during the term  of  this
Agreement.

     (b)  MOXY  shall  reimburse FMS for 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").

     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.Term  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 or (ii) 90 days
after receipt by FMS  of  written  notice  from  MOXY of its
request  to  terminate this Agreement.  Upon termination  of
this Agreement  MOXY  shall be liable for a pro rata portion
of the Annual Fee and all  Third  Party  Charges incurred in
accordance with Section 3 prior to termination.

     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.Cost of Living Adjustment.

     (a)  Prior to the end  of the first calendar quarter of
each year during the term of  this Agreement, beginning with
the first calendar quarter of 1997,  the Annual Fee shall be
adjusted to reflect any cost of living  increase  (the "Cost
of Living Adjustment"), as provided for in this Section 10.


     (b)  The Cost of Living Adjustment factor is:

          1  +  ( (Actual inflation - Base Year inflation) /
Base Year inflation)

          where  Actual  inflation  = CPI-U for the December
               preceding  the year for  which  the  Cost  of
               Living Adjustment  is  being calculated; Base
               Year inflation = CPI-U for December 1995; and
               CPI-U   =  the  Consumer  Price   Index,   as
               published  by the Bureau of Labor Statistics,
               U.S.  Department  of  Labor,  For  All  Urban
               Consumers,  U.S.C.  City  Average, All Items,
               1982-84=100.

     (c)  The Annual Fee shall be multiplied  by the Cost of
Living Adjustment factor as determined above if  such factor
is  greater  than one. The Cost of Living Adjustment  factor
shall be determined  as soon as practicable after the end of
each calendar year.

     (d)  In the event  the Bureau of Labor Statistics stops
publishing the CPI-U or substantially  changes  its  content
and  format,  FMS  will  substitute another comparable index
published at least annually  by a mutually agreeable source.
If the Bureau of Labor Statistics  merely redefines the base
year for the CPI-U from 1982-84 to another  year,  MOXY  and
FMS  will  continue  to  use the CPI-U, but will convert the
Base Year to the new base  year  by  using  the  appropriate
conversion formula.

     Section 11.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 INC.

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