EXHIBIT 10.64

                        AMENDMENT AND AGREEMENT
                    UNDER THE PARTNERSHIP AGREEMENT


          This Amendment and Agreement Under the Partnership Agreement
(this "Agreement") dated as of January 23, 1996 by and among (i) IMC-
Agrico GP Company ("IMC GPCo"), a Delaware corporation and a subsidiary
of IMC Global Operations Inc., a Delaware corporation ("Operations"),
(ii) Agrico, Limited Partnership (the "FRP Partner"), a Delaware
limited partnership of which Freeport-McMoRan Resource Partners,
Limited Partnership, a Delaware limited partnership ("FRP"), owns a
99.8% limited partnership interest and Agrico, Inc., a Delaware
corporation ("FRP GPCo"), owns a 0.2% general partnership interest,
(iii) IMC-Agrico MP, Inc. (the "Managing Partner"), a Delaware
corporation, (iv) Operations, and (v) IMC-Agrico Company, a Delaware
general partnership (the "Partnership").

          WHEREAS, IMC GPCo, the FRP Partner, the Managing Partner and
Operations are parties to an Amended and Restated Partnership Agreement
(the "Partnership Agreement") dated as of July 1, 1993 and further
amended and restated as of May 26, 1995;

          WHEREAS, IMC Global Inc., a Delaware corporation ("IMC"),
Bull Merger Company, a wholly-owned subsidiary of IMC ("Merger Sub"),
and The Vigoro Corporation, a Delaware corporation ("Vigoro"), have
entered into an Agreement and Plan of Merger dated as of November 13,
1995 (the "Merger Agreement") which provides for the merger (the
"Merger") of Merger Sub with and into Vigoro, with Vigoro surviving as
a subsidiary of IMC, all of the outstanding common stock of which will
be owned by IMC;

          WHEREAS, the date on which the Merger is consummated is
referred to herein as the "Merger Date"; and

          WHEREAS, IMC GPCo, the FRP Partner, the Managing Partner and
the Partnership believe that certain amendments to the Partnership
Agreement are appropriate due to the change in the nature of the
business of the IMC Partner and its Affiliates (each as defined in the
Partnership Agreement) resulting from the Merger;

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

          Section 1.  Except as otherwise defined or amended herein,
capitalized terms used in this Agreement shall have the meaning
ascribed to such terms in Exhibit A to the Partnership Agreement.

          Section 2. (a) Effective as of the Merger Date, the Current
Interests and Capital Interests of the FRP Partner and the IMC Partner
set out in Section 4.01(a) of the Partnership Agreement shall be
modified as follows:

          "In the quarter subsequent to the Merger Date, the Current
          Interest of the FRP Partner shall be increased and the
          Current Interest of the IMC Partner shall be decreased, by
          0.85%.  In the quarter in which the Merger Date occurs, the
          Current Interest of the FRP Partner shall be increased and
          the Current Interest of the IMC Partner shall be decreased by
          0.85% multiplied by a fraction, the numerator of which will
          be the number of days from the Merger Date to the end of the
          quarter, and the denominator of which will be the total
          number of days in the quarter.  The Capital Interest of the
          FRP Partner shall be increased and the Capital Interest of
          the IMC Partner shall be decreased, by 0.85% on the July 1
          subsequent to the Merger Date.

          During the IMC GPCo Liquidation Period, the Current Interests
          of Operations and IMC GPCo shall be equal to eighty percent
          (80%) and twenty percent (20%), respectively, of the Current
          Interests of the IMC Partner set forth above.  During the IMC
          GPCo Liquidation Period, the Capital Interests of Operations
          and IMC GPCo shall be equal to eighty percent (80%) and
          twenty percent (20%), respectively, of the Capital Interests
          of the IMC Partner set forth above."

          Section 3.  Effective as of the date hereof, the second
sentence of Section 6.04(b) of the Partnership Agreement shall be
amended and restated to read in its entirety as follows:

          "One IMC Representative and one FRP Representative shall
          serve as Co-Chairmen of the Policy Committee."

          Section 4.  Effective as of the date hereof, Article VI of
the Partnership Agreement shall be amended to add a new Section 6.09
which shall read in its entirety as follows:

          "During such time as the IMC Partner is the Operating
          Partner, and subject to the other provisions of this Article
          VI, the management of the Partnership shall be organized as
          follows. The IMC group executive responsible on behalf of IMC
          for the Partnership (the "IMC Group Executive") shall,
          subject to the approval of the Policy Committee, appoint and
          terminate the President of the Partnership (who shall be the
          chief executive officer of the Partnership) and his
          successors.  The President shall be an employee of the
          Managing Partner.   The President shall report to the IMC
          Group Executive and shall be responsible for the profit and
          loss of the Partnership.  The President shall direct and
          manage all of the Partnership's business affairs (except the
          Animal Feed Ingredient Division), including, but not limited
          to, the mining, processing, marketing, sales, distribution,
          growth and business development functions and financial
          issues that affect profit and loss; managers of those IMC
          functions who provide services for the Partnership will be
          accountable to the President with respect to their
          responsibilities to the Partnership.  The President shall
          hire, terminate and replace the managers in the Partnership.
          The President's authority, reporting and coordination
          responsibilities with his superiors within IMC shall be
          consistent with his responsibilities to the Partnership and
          shall reflect practices customary in United States public
          companies. Nothing in this provision shall limit the
          Operating Partner from changing or reorganizing its business
          in any respect (except that changes in the President's
          reporting responsibility or relationship shall be made only
          upon consent of the Policy Committee).

          The management objectives and compensation structure of the
          President and those reporting to him shall reflect their duty
          to manage the business of the Partnership in the best
          interests of the Partnership, and shall be reviewed and
          approved by the Policy Committee annually.  The President's
          performance against those objectives shall be evaluated by
          the IMC Group Executive, who shall regularly review such
          evaluation with the Policy Committee.  The achievement of
          incentive compensation targets and award of incentive
          compensation to the President shall be determined by the IMC
          Group Executive and reviewed and approved by the Policy
          Committee prior to the making of any award.  The achievement
          of incentive compensation targets and award of incentive
          compensation to the managers reporting to the President shall
          be determined by him and reviewed with the IMC Group
          Executive.

          The Animal Feed Ingredient Division of the Partnership will
          report to the IMC Group Executive, who shall be responsible
          to the Policy Committee and to IMC management for ensuring
          the effective interaction and coordination between the
          general manager of the Partnership's Animal Feed Ingredient
          Division and the other businesses of the Partnership.  The
          President shall review with the Policy Committee on an annual
          basis management evaluation and succession planning issues
          relating to the Partnership.  Except as set forth herein,
          nothing in this Section 6.09 shall be construed as (i)
          changing any of the IMC Partner's responsibilities as
          Operating Partner, or (ii) otherwise amending the Partnership
          Agreement."

          Section 5.  Effective as of the Merger Date, Section 9.12 of
the Partnership Agreement shall be amended and restated to read in its
entirety as follows:

          "9.12  Transactions with Affiliates.  Except with
     respect to items (i)(B) and (ii) referred to in the
     parenthetical phrase in the following sentence, any
     transaction, agreement, arrangement or understanding between
     or on behalf of the Partnership, on the one hand, and the
     Operating Partner or any Affiliate of the Operating Partner,
     on the other hand, must be on terms no less favorable to the
     Partnership than those which could be obtained from an
     independent third party providing similar goods or services
     of like quality.  All such transactions, agreements,
     arrangements and understandings in an aggregate amount in any
     Fiscal Year in excess of the Base Affiliate Transaction
     Amount for such Fiscal Year (other than (i) during any period
     during which the IMC Partner is Operating Partner, (A) any
     transactions, agreements, arrangements or understandings with
     Operations' railcar repair business located at Fitzgerald,
     Georgia on terms no less favorable to the Partnership than
     those which could be obtained from an independent third party
     providing similar goods or services of like quality and (B)
     any transactions, agreements, arrangements and understandings
     with the Rainbow Division of Operations or International
     Minerals & Chemical (Canada) Global Limited ("IMC Canada
     Ltd.", formerly International Minerals & Chemical Corporation
     (Canada) Limited) on the terms set forth on Schedule 9.12 and
     (ii) (A) the Marketing and Administrative Services Agreement,
     (B) the Leasing Agreement, (C) the Materials Purchase and
     Cost Sharing Agreement, (D) the Employee Cost Sharing
     Agreement and (E) the Limestone Cost Sharing Agreement) shall
     be subject to the approval of the Policy Committee or the
     CEOs, as the case may be, in accordance with Section 6.07(a)
     or (b).  Partnership sales to the Farmarkets Division shall
     be on the terms set forth in Schedule 9.12.  Nothing in this
     Section 9.12 shall in any way restrict or affect the right of
     the Partnership to enter into transactions with Affiliates of
     the Non-Operating Partner.

          The Operating Partner will, and will cause its
     Affiliates to (i) give the Non-Operating Partner and its
     auditors and other authorized representatives such access to
     the offices, properties, books and records of such party,
     (ii) furnish to the Non-Operating Partner and its auditors
     and other authorized representatives such financial and
     operating data and other information as such Persons may
     reasonably request and (iii) instruct its employees and
     auditors to cooperate with the Non-Operating Partner and its
     auditors and other authorized representatives, in each case
     as may be reasonably requested by the Non-Operating Partner
     to evaluate any transactions, agreements, arrangements or
     understandings between the Partnership or the Managing
     Partner on the one hand, and the Operating Partner and its
     Affiliates, on the other hand; provided that any
     investigation pursuant to this Section shall be conducted in
     such a manner as not to interfere unreasonably with the
     conduct of business of the Operating Partner and its
     Affiliates."

          Section 6.  Effective as of July 1, 1995, Schedule 9.12 of
the Partnership Agreement shall be amended and restated to read in its
entirety as follows:

          "A.  Sales to IMC Canada Ltd. of GTSP, DAP, GMAP 11-52-0,
     GMAP 10-50-0 and PFS ("Canada Products") shall be invoiced to
     Operations by IMC-Agrico Company at the estimated IMC-Agrico
     Company quarterly weighted average domestic sales realization
     F.O.B. plant, subject to the limitation described in Section D
     below, ("Quarterly Market Price") for each of Florida, Louisiana,
     or Offsites, depending upon the source of the Canada Products,
     less 10%, so long as the aggregate volume for the Canada Products
     does not exceed 57,619 P2O5 tons for the fiscal year beginning
     July 1.  Sales of the Canada Products in any annual period in
     excess of 57,619 P2O5 tons shall be invoiced at 100% of the
     Quarterly Market Price for Florida, Louisiana or Offsites,
     depending upon the source of the product.

          Sales to IMC Canada Ltd. of any products other than those
     listed above shall be invoiced to Operations by IMC-Agrico Company
     at the Quarterly Market Price for Florida, Louisiana or Offsites,
     depending upon the source of the product.

          B.   Sales to Operations' Rainbow Division ("IMC Rainbow") of
     GTSP, DAP, MAP, GMAP 11-52-0, GMAP 10-50-0 and PFS ("Rainbow
     Product(s)") shall be invoiced to Operations by IMC-Agrico Company
     at the Quarterly Market Price for Florida, Louisiana or Offsites,
     depending upon the source of the Rainbow Products, less 10%, but
     not less than full production cost, so long as the aggregate
     volume for the Rainbow Products does not exceed 95,200 P2O5 tons
     for the fiscal year beginning July 1.  Sales of the Rainbow
     Products in any annual period in excess of 95,200 P2O5 tons shall
     be invoiced at 100% of the Quarterly Market Price for Florida,
     Louisiana or Offsites, depending upon the source of the product
     (except that beginning on the Merger Date, sales of the Rainbow
     Products in any annual period in excess of 95,200 P2O5 tons shall
     be invoiced at 100% of the Quarterly Market Price for Florida,
     Louisiana or Offsites, depending upon the source of the product,
     plus $2 per ton of product).


          Sales to IMC Rainbow of any products other than those listed
     above shall be invoiced to Operations by IMC-Agrico Company at the
     Quarterly Market Price for Florida, Louisiana or Offsites,
     depending upon the source of the product.

          C.   Sales to the Farmarkets Division of GTSP, DAP, MAP, GMAP
     10-52-0, GMAP 10-50-0 and PFS shall be invoiced at 100% of the
     Quarterly Market Price for Florida, Louisiana or Offsite,
     depending upon the source of the product.

          D.   The weighted average domestic sales realization, F.O.B.
     plant, shall be utilized to determine the Quarterly Market Price
     of a given product with respect to any quarter so long as the
     total tons sold by domestic wholesale to non-Affiliates of IMC are
     at least 75% of the aggregate tons sold to IMC Canada, Ltd., IMC
     Rainbow and Farmarkets, collectively, during such quarter.  If the
     total tons sold by domestic wholesale of a given product to non-
     Affiliates of IMC with respect to any quarter are less than 75% of
     the aggregate tons sold to IMC Canada, Ltd., IMC Rainbow and
     Farmarkets, collectively, during such quarter, the Policy
     Committee shall determine an appropriate benchmark for determining
     such quarterly market price.

          E.   Any transfer of sales responsibility from IMC's
     wholesale division to IMC Rainbow or Farmarkets must be approved
     by the Policy Committee.

          F.   Estimated prices invoiced by IMC-Agrico Company to IMC
     Canada Ltd., IMC Rainbow or the Farmarkets Division shall be
     adjusted to actual quarterly sales prices at the end of each
     quarter.  Final price adjustments shall be made within 20 days of
     the end of each fiscal quarter and within 45 days of the end of
     each fiscal year."

          Section 7.  (a) Effective as of the Merger Date, Section
2.08(b) of the Partnership Agreement shall be amended by modifying
clause (ii) of the first sentence as follows:

               "(ii) subject to the last sentence of this Section
          2.08(b), the conduct of the business of the Rainbow and
          Farmarkets Divisions of IMC substantially as currently
          conducted shall not constitute a breach or violation of this
          Section 2.08(b)."

          (b) Effective as of the Merger Date, Section 2.08(b) of the
Partnership Agreement shall be amended to add at the end thereof the
following:

          "Notwithstanding any provision to the contrary contained
     in this Section 2.08(b), the IMC Partner must present to the
     FRP Partner any opportunity the IMC Partner may have to own,
     manage, operate, control or invest in a business that is
     engaged in the Phosphate Chemicals Business proposed to be
     acquired by the IMC Partner or an Affiliate thereof which,
     upon such acquisition, would become part of the Rainbow
     Division or the Farmarkets Division, unless all of the
     following conditions are satisfied (and if such conditions
     are satisfied there shall be no obligation to present such
     business to the FRP Partner):

               (a)  the business is not a major competitor of the
          Partnership (a business shall not be deemed to be a
          major competitor for purposes of this Section 2.08(b) if
          (A) the revenues derived by such business from the (i)
          production and wholesale sales of phosphate-based
          fertilizers such as DAP, MAP, GTSP, GMAP, PFS and P2O5
          in unmixed form, plus (ii) production of nitrogen-based
          fertilizers such as ammonia, urea, UAN, ammonium nitrate
          and ammonium sulfate in unmixed form, did not account
          for more than 10% of the total revenues of such business
          during the thirty-six months ending on the last day of
          the month preceding the date on which the acquisition of
          such business is consummated, and (B) the revenues
          described in the foregoing clause (A) of this sentence,
          plus revenues derived from the wholesale sale of
          nitrogen-based fertilizers, did not account for more
          than 20% of the total revenues of the business during
          the thirty-six month period); for purposes of this
          provision wholesale sales shall mean sales made for
          resale;

               (b)  the revenue produced by such business
          represents (and can reasonably be expected to represent)
          less than 25% of the sales of Rainbow (if the business
          will become part of the Rainbow Division upon
          consummation of the acquisition) or less than 25% of the
          sales of Farmarkets (if the business will become part of
          the Farmarkets Division upon consummation of the
          acquisition);

               (c)  the location of the business is such that
          distribution, warehousing and other similar functions of
          the Rainbow Division or the Farmarkets Division, as the
          case may be, existing as of the date of the acquisition
          would support and complement the operations of such
          business after the consummation of the acquisition; and

               (d)  the common stock or other securities of the
          business are  not listed on any national securities
          exchange registered under the Securities Exchange Act of
          1934 or National Market System of a national securities
          association registered under the Securities Exchange Act
          of 1934;

     provided, however, that it shall be the intent of Operations (but
     without implying any supply obligation on the part of the
     Partnership) that the additional phosphate products purchased by
     the Rainbow Division or the Farmarkets Division as a result of the
     acquisition of such business shall be acquired (subject to the
     expiration of any existing contracts of such business for the
     purchase of phosphate products) from the Partnership to the extent
     that such acquisition of additional phosphate products from the
     Partnership will not place the Rainbow Division or the Farmarkets
     Division at a competitive disadvantage or result in the impairment
     of beneficial commercial relations of the Rainbow Division or the
     Farmarkets Division; provided further, that any such additional
     phosphate products supplied by the Partnership shall be supplied
     at a price equal to the lesser of (x) the price (as described in
     Schedule 9.12, but not including the 10% discount to the Rainbow
     Division) at which the Partnership then sells phosphate products
     to the Rainbow Division or the Farmarkets Division, as the case
     may be, and (y) the price at which such business may purchase
     phosphate products from a source other than the Partnership."

          Section 8.  Effective as of the Merger Date, Exhibit A of the
Partnership Agreement shall be amended as follows:

          (i)  A definition of "Farmarkets Division" shall be added as
     follows:  "'Farmarkets Division' shall mean the business of the
     Farmarkets Division as operated by The Vigoro Corporation as of
     the date of the consummation of the merger of The Vigoro
     Corporation with and into Bull Merger Company, a wholly-owned
     subsidiary of Global."

          (ii)  The definition of "Phosphate Chemicals Business"
     shall be amended (a) to add at the end of the first sentence
     the following:  "and (x) the animal feed business" and (b) to
     delete the last sentence thereof and replace it with the
     following:  "Notwithstanding the foregoing, "Phosphate
     Chemicals Business" shall not include the mixed fertilizer
     business."

          Section 9.  (a)  Effective as of the date hereof, the IMC
Partner hereby appoints Wendell F. Bueche to serve as an IMC
Representative, and an IMC Representative shall resign as IMC
Representative.

          (b)  Effective as of the date hereof, the IMC Partner hereby
appoints Wendell F. Bueche as the IMC Representative to serve as a Co-
Chairman of the Policy Committee, and the FRP Partner hereby appoints
Rene Latiolais as the FRP Representative to serve as a Co-Chairman of
the Policy Committee.

          (c)  Effective as of the date hereof, the Managing Partner
shall, subject to approval of the Policy Committee of the Partnership,
appoint a President of the Partnership.

          Section 10.  This Agreement is solely for the benefit of the
parties hereto and no provision of this Agreement shall be deemed to
confer upon third parties, any remedy, claim, liability, reimbursement,
cause of action or other right in excess of those existing without
reference to this Agreement.

          Section 11.   This Agreement may be signed in counterparts.
Any single counterpart or set of counterparts signed, in either case,
by all the parties hereto shall constitute a full and original
agreement for all purposes.

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


                         IMC-Agrico GP Company


                         By:  MARSCHALL I. SMITH
                         Name Printed:  Marschall I. Smith
                         Title:  Senior Vice President,
                                 Secretary and General Counsel



                         Agrico, Limited Partnership
                         By: Freeport-McMoRan Inc., its general partner

                         By:  RENE L. LATIOLAIS
                         Name Printed:  Rene L. Latiolais
                         Title:  President and
                                 Chief Executive Officer



                         IMC-Agrico MP, Inc.


                         By:  MARSCHALL I. SMITH
                         Name Printed:  Marschall I. Smith
                         Title:  Senior Vice President,
                                 Secretary and General Counsel



                         IMC Global Operations Inc.
                         (formerly IMC Fertilizer, Inc.)


                         By:  MARSCHALL I. SMITH
                         Name Printed:  Marschall I. Smith
                         Title:  Senior Vice President,
                                 Secretary and General Counsel




                         IMC-Agrico Company

                         By:  IMC-Agrico MP, Inc.


                         By:  MARSCHALL I. SMITH
                         Name Printed:  Marschall I. Smith
                         Title:  Senior Vice President,
                                 Secretary and General Counsel








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