As filed with the Securities and Exchange Commission on October 6, 1995
					    Registration No. 33-
==============================================================================

		      SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C.  20549

				  ---------

				   FORM S-8
			    REGISTRATION STATEMENT
				     UNDER
			  THE SECURITIES ACT OF 1933

				  ---------

		      Freeport-McMoRan Copper & Gold Inc.
	      (Exact name of issuer as specified in its charter)

		 Delaware                                    74-2480931
     (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                    Identification No.)

			      1615 Poydras Street
			 New Orleans, Louisiana 70112
				(504) 582-4000
		   (Address of principal executive offices)

				  ---------

		      Freeport-McMoRan Copper & Gold Inc.
			   Adjusted Stock Award Plan
			   (Full title of the plan)

				  ---------

			     Henry A. Miller, Esq.
		      Freeport-McMoRan Copper & Gold Inc.
			      1615 Poydras Street
			 New Orleans, Louisiana 70112
		    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (504) 582-4000

			CALCULATION OF REGISTRATION FEE
==============================================================================

					 Proposed   Proposed
					 Maximum    Maximum
					 Offering   Aggregate     Amount of
 Title of Securities     Amount to be    Price Per  Offering      Registration
  to be Registered        Registered*    Share**    Price**       Fee
- ---------------------  ----------------  ---------  ---------     ------------

Class B Common Stock
 (par value $.10
  per share).........  7,824,376 shares  $25.00     $195,609,400  $67,451.52
==============================================================================

*  Plus an indeterminate number of additional shares which may be offered
   and issued to prevent dilution resulting from stock splits, stock
   dividends or similar transactions.
** Estimated pursuant to Rule 457 of the General Rules and Regulations
   under the Securities Act of 1933 solely for the purpose of computing
   the registration fee, based on the average of the high and low sale
   prices of the securities being registered hereby on the Composite Tape
   on October 5, 1995.
==============================================================================



		INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


     Freeport-McMoRan Copper & Gold Inc. (the "Company" or the "Corporation")
hereby incorporates herein by reference the following documents:

     (1)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;

     (2)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1994;

     (3)  The description of the Company's Class B Common Stock contained
in the Company's Registration Statement on Form 8-A dated June 27, 1995,
filed under the Exchange Act, including any amendment thereto or report
filed for the purpose of updating such description.

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.


		   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company or is or was serving as such with respect to another
corporation or other entity at the request of the Company.  Under the
Company's Certificate of Incorporation, the Company is obligated to indemnify
its directors and officers to the fullest extent permitted by Delaware law.
The Company's Certificate of Incorporation makes such indemnification rights
contract rights and entitles directors and officers to initiate legal action
against the Company to enforce such indemnification rights.

       The Company's Certificate of Incorporation also provides that, to the
fullest extent permitted by Delaware law, a director shall not be liable to
the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director.  However, the Company's Certificate of Incorporation does
not eliminate a director's liability for breach of the duty of loyalty, acts
or omissions not in good faith, certain payments not permitted under the
Delaware General Corporation Law, or transactions in which the director
derives an improper benefit.

       The Company's Certificate of Incorporation also authorizes the Company
to enter into indemnification agreements with any such persons providing for
indemnification rights to the maximum extent permitted by law.


				   EXHIBITS


     The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit
  No.                                 Exhibit
- -------                               -------

   4(a)        Certificate of Incorporation of the Company, as amended
	       (incorporated by reference to Exhibit 3.1 to the Quarterly
	       Report on Form 10-Q of the Company for the quarter ended June
	       30, 1995 (the "1995 Second Quarter Form 10-Q"))

   4(b)        By-Laws of the Company, as amended (incorporated by reference
	       to Exhibit 3.2 to the 1995 Second Quarter Form 10-Q)

   4(c)        Adjusted Stock Award Plan of the Company

   5           Opinion of Davis Polk & Wardwell

  23(a)        Consent of Arthur Andersen LLP, independent public accountants

  23(b)        Consent of Davis Polk & Wardwell (included in Exhibit 5)

  24           Powers of Attorney


				 UNDERTAKINGS


	 (a)   The undersigned registrant hereby undertakes:

	 (1)   to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

	       (i)  To include any prospectus required by Section 10(a)(3) of
	 the Securities Act of 1933 (the "Securities Act");

	       (ii)  To reflect in the prospectus any facts or events arising
	 after the effective date of the registration statement (or the
	 most recent post-effective amendment thereof) which, individually
	 or in the aggregate, represent a fundamental change in the
	 information set forth in the registration statement; and

	       (iii)  To include any material information with respect to the
	 plan of distribution not previously disclosed in the registration
	 statement or any material change to such information in the
	 registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

	 (2)   that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

	 (3)   to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

	 (b)   The undersigned registrant hereby undertakes that, for purposes
	       of determining any liability under the Securities Act, each
	       filing of the registrant's Annual Report pursuant to Section
	       13(a) or Section 15(d) of the Exchange Act (and, where
	       applicable, each filing of an employee benefit plan's Annual
	       Report pursuant to Section 15(d) of the Exchange Act) that is
	       incorporated by reference in the registration statement shall
	       be deemed to be a new registration statement relating to the
	       securities offered therein, and the offering of such securities
	       at that time shall be deemed to be the initial bona fide
	       offering thereof.

	 (c)   Insofar as indemnification for liabilities arising under the
	       Securities Act may be permitted to directors, officers and
	       controlling persons of the registrant pursuant to the
	       foregoing provisions, or otherwise, the registrant has been
	       advised that in the opinion of the Securities and Exchange
	       Commission such indemnification is against public policy as
	       expressed in the Act and is, therefore, unenforceable.  In
	       the event that a claim for indemnification against such
	       liabilities (other than the payment by the registrant of
	       expenses incurred or paid by a director, officer or
	       controlling person of the registrant in the successful
	       defense of any action, suit or proceeding) is asserted by
	       such director, officer or controlling person in connection
	       with the securities being registered, the registrant will,
	       unless in the opinion of its counsel the matter has been
	       settled by controlling precedent, submit to a court of
	       appropriate jurisdiction the question whether such
	       indemnification by it is against public policy as expressed
	       in the Act and will be governed by the final adjudication of
	       such issue.


				  SIGNATURES


	 Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of Louisiana, on
the 6th day of October, 1995.


				   Freeport-McMoRan Copper & Gold Inc.


				   By    /s/  JAMES R. MOFFETT
				     ---------------------------------
					    James R. Moffett
					 Chairman of the Board




	       Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

   Signature                    Title                             Date
   ---------                    -----                             ----


 /s/ James R. Moffett         Director, Chairman of the       October 6, 1995
- --------------------------    Board and Chief Executive
  (James R. Moffett)          Officer (Principal Executive
			      Officer)


 /s/ Richard C. Adkerson*     Executive Vice President        October 6, 1995
- --------------------------    and Chief Financial Officer
 (Richard C. Adkerson)        (Principal Financial Officer)



   /s/ John T. Eads*          Controller - Financial          October 6, 1995
- --------------------------    Reporting (Principal
    (John T. Eads)            Accounting Officer)


 /s/ Robert W. Bruce III*     Director                        October 6, 1995
- --------------------------
 (Robert W. Bruce III)


  /s/ R. Leigh Clifford*      Director                        October 6, 1995
- --------------------------
   (R. Leigh Clifford)


  /s/ Thomas B. Coleman*      Director                        October 6, 1995
- --------------------------
 (Thomas B. Coleman)


  /s/ Bobby E. Cooper*        Director                        October 6, 1995
- --------------------------
   (Bobby E. Cooper)


/s/ William H. Cunningham*    Director                        October 6, 1995
- --------------------------
 (William H. Cunningham)


  /s/ Robert A. Day*          Director                        October 6, 1995
- --------------------------
   (Robert A. Day)


 /s/ Leland O. Erdahl*        Director                        October 6, 1995
- --------------------------
  (Leland O. Erdahl)


/s/ William B. Harrison, Jr.* Director                        October 6, 1995
- -----------------------------
(William B. Harrison, Jr.)


 /s/ Henry A. Kissinger*      Director                        October 6, 1995
- --------------------------
  (Henry A. Kissinger)


  /s/ Bobby Lee Lackey*       Director                        October 6, 1995
- --------------------------
   (Bobby Lee Lackey)


  /s/ Rene L. Latiolais*      Director                        October 6, 1995
- --------------------------
   (Rene L. Latiolais)


/s/ Gabrielle K. McDonald*    Director                        October 6, 1995
- --------------------------
(Gabrielle K. McDonald)


 /s/ George A. Mealey*        Director                        October 6, 1995
- --------------------------
  (George A. Mealey)


  /s/ George Putnam*          Director                        October 6, 1995
- --------------------------
   (George Putnam)


  /s/ B.M. Rankin, Jr.*       Director                        October 6, 1995
- --------------------------
   (B.M. Rankin, Jr.)


  /s/ Wolfgang F. Siegel*     Director                        October 6, 1995
- --------------------------
   (Wolfgang F. Siegel)


     /s/ Eiji Umene*          Director                        October 6, 1995
- --------------------------
      (Eiji Umene)


  /s/ J. Taylor Wharton*      Director                        October 6, 1995
- --------------------------
   (J. Taylor Wharton)


  /s/ Ward W. Woods, Jr.*     Director                        October 6, 1995
- --------------------------
   (Ward W. Woods, Jr.)


* By /s/ James R. Moffett
    ----------------------
      James R. Moffett,
      Attorney-in-Fact


			       INDEX TO EXHIBITS



						     Sequentially
Exhibit                                                Numbered
Number                        Exhibit                    Page
- --------------    -------------------------------    --------------

  4(a)            Certificate of Incorporation
		  of the Company, as amended
		  (incorporated by reference to
		  Exhibit 3.1 to the Quarterly
		  Report on Form 10-Q of the
		  Company for the quarter ended
		  June 30, 1995 (the "1995
		  Second Quarter Form 10-Q"))

  4(b)            By-Laws of the Company, as
		  amended (incorporated by
		  reference to Exhibit 3.2 to
		  the 1995 Second Quarter Form
		  10-Q)

  4(c)            Adjusted Stock Award Plan of
		  the Company

  5               Opinion of Davis Polk &
		  Wardwell

 23(a)            Consent of Arthur Andersen
		  LLP, independent public
		  accountants

 23(b)            Consent of Davis Polk &
		  Wardwell (included in Exhibit
		  5)

 24               Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15062}]
{"company-data": {"conformed-name": "FREEPORT MCMORAN COPPER & GOLD INC", "cik": "0000831259", "assigned-sic": "1000", "irs-number": "742480931", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63267", "film-number": "95579196"}, "business-address": {"street1": "ONE E FIRST ST STE 1600", "street2": "FIRST INTERSTATE BANK BLDG", "city": "RENO", "state": "NV", "zip": "89509", "phone": "7026883000"}, "former-company": {"former-conformed-name": "FREEPORT MCMORAN COPPER COMPANY INC", "date-changed": "19910114"}}
As filed with the Securities and Exchange Commission on October 6, 1995
					    Registration No. 33-
==============================================================================

		      SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C.  20549

				  ---------

				   FORM S-8
			    REGISTRATION STATEMENT
				     UNDER
			  THE SECURITIES ACT OF 1933

				  ---------

		      Freeport-McMoRan Copper & Gold Inc.
	      (Exact name of issuer as specified in its charter)

		 Delaware                                    74-2480931
     (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                    Identification No.)

			      1615 Poydras Street
			 New Orleans, Louisiana 70112
				(504) 582-4000
		   (Address of principal executive offices)

				  ---------

		      Freeport-McMoRan Copper & Gold Inc.
			   Adjusted Stock Award Plan
			   (Full title of the plan)

				  ---------

			     Henry A. Miller, Esq.
		      Freeport-McMoRan Copper & Gold Inc.
			      1615 Poydras Street
			 New Orleans, Louisiana 70112
		    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (504) 582-4000

			CALCULATION OF REGISTRATION FEE
==============================================================================

					 Proposed   Proposed
					 Maximum    Maximum
					 Offering   Aggregate     Amount of
 Title of Securities     Amount to be    Price Per  Offering      Registration
  to be Registered        Registered*    Share**    Price**       Fee
- ---------------------  ----------------  ---------  ---------     ------------

Class B Common Stock
 (par value $.10
  per share).........  7,824,376 shares  $25.00     $195,609,400  $67,451.52
==============================================================================

*  Plus an indeterminate number of additional shares which may be offered
   and issued to prevent dilution resulting from stock splits, stock
   dividends or similar transactions.
** Estimated pursuant to Rule 457 of the General Rules and Regulations
   under the Securities Act of 1933 solely for the purpose of computing
   the registration fee, based on the average of the high and low sale
   prices of the securities being registered hereby on the Composite Tape
   on October 5, 1995.
==============================================================================

		INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Freeport-McMoRan Copper & Gold Inc. (the "Company" or the "Corporation")
hereby incorporates herein by reference the following documents:

     (1)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;

     (2)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1994;

     (3)  The description of the Company's Class B Common Stock contained
in the Company's Registration Statement on Form 8-A dated June 27, 1995,
filed under the Exchange Act, including any amendment thereto or report
filed for the purpose of updating such description.

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.

		   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company or is or was serving as such with respect to another
corporation or other entity at the request of the Company.  Under the
Company's Certificate of Incorporation, the Company is obligated to indemnify
its directors and officers to the fullest extent permitted by Delaware law.
The Company's Certificate of Incorporation makes such indemnification rights
contract rights and entitles directors and officers to initiate legal action
against the Company to enforce such indemnification rights.

       The Company's Certificate of Incorporation also provides that, to the
fullest extent permitted by Delaware law, a director shall not be liable to
the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director.  However, the Company's Certificate of Incorporation does
not eliminate a director's liability for breach of the duty of loyalty, acts
or omissions not in good faith, certain payments not permitted under the
Delaware General Corporation Law, or transactions in which the director
derives an improper benefit.

       The Company's Certificate of Incorporation also authorizes the Company
to enter into indemnification agreements with any such persons providing for
indemnification rights to the maximum extent permitted by law.

				   EXHIBITS

     The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit
  No.                                 Exhibit
- -------                               -------

   4(a)        Certificate of Incorporation of the Company, as amended
	       (incorporated by reference to Exhibit 3.1 to the Quarterly
	       Report on Form 10-Q of the Company for the quarter ended June
	       30, 1995 (the "1995 Second Quarter Form 10-Q"))

   4(b)        By-Laws of the Company, as amended (incorporated by reference
	       to Exhibit 3.2 to the 1995 Second Quarter Form 10-Q)

   4(c)        Adjusted Stock Award Plan of the Company

   5           Opinion of Davis Polk & Wardwell

  23(a)        Consent of Arthur Andersen LLP, independent public accountants

  23(b)        Consent of Davis Polk & Wardwell (included in Exhibit 5)

  24           Powers of Attorney

				 UNDERTAKINGS

	 (a)   The undersigned registrant hereby undertakes:

	 (1)   to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

	       (i)  To include any prospectus required by Section 10(a)(3) of
	 the Securities Act of 1933 (the "Securities Act");

	       (ii)  To reflect in the prospectus any facts or events arising
	 after the effective date of the registration statement (or the
	 most recent post-effective amendment thereof) which, individually
	 or in the aggregate, represent a fundamental change in the
	 information set forth in the registration statement; and

	       (iii)  To include any material information with respect to the
	 plan of distribution not previously disclosed in the registration
	 statement or any material change to such information in the
	 registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

	 (2)   that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

	 (3)   to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

	 (b)   The undersigned registrant hereby undertakes that, for purposes
	       of determining any liability under the Securities Act, each
	       filing of the registrant's Annual Report pursuant to Section
	       13(a) or Section 15(d) of the Exchange Act (and, where
	       applicable, each filing of an employee benefit plan's Annual
	       Report pursuant to Section 15(d) of the Exchange Act) that is
	       incorporated by reference in the registration statement shall
	       be deemed to be a new registration statement relating to the
	       securities offered therein, and the offering of such securities
	       at that time shall be deemed to be the initial bona fide
	       offering thereof.

	 (c)   Insofar as indemnification for liabilities arising under the
	       Securities Act may be permitted to directors, officers and
	       controlling persons of the registrant pursuant to the
	       foregoing provisions, or otherwise, the registrant has been
	       advised that in the opinion of the Securities and Exchange
	       Commission such indemnification is against public policy as
	       expressed in the Act and is, therefore, unenforceable.  In
	       the event that a claim for indemnification against such
	       liabilities (other than the payment by the registrant of
	       expenses incurred or paid by a director, officer or
	       controlling person of the registrant in the successful
	       defense of any action, suit or proceeding) is asserted by
	       such director, officer or controlling person in connection
	       with the securities being registered, the registrant will,
	       unless in the opinion of its counsel the matter has been
	       settled by controlling precedent, submit to a court of
	       appropriate jurisdiction the question whether such
	       indemnification by it is against public policy as expressed
	       in the Act and will be governed by the final adjudication of
	       such issue.

				  SIGNATURES

	 Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of Louisiana, on
the 6th day of October, 1995.

				   Freeport-McMoRan Copper & Gold Inc.

				   By    /s/  JAMES R. MOFFETT
				     ---------------------------------
					    James R. Moffett
					 Chairman of the Board

	       Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

   Signature                    Title                             Date
   ---------                    -----                             ----

 /s/ James R. Moffett         Director, Chairman of the       October 6, 1995
- --------------------------    Board and Chief Executive
  (James R. Moffett)          Officer (Principal Executive
			      Officer)

 /s/ Richard C. Adkerson*     Executive Vice President        October 6, 1995
- --------------------------    and Chief Financial Officer
 (Richard C. Adkerson)        (Principal Financial Officer)

   /s/ John T. Eads*          Controller - Financial          October 6, 1995
- --------------------------    Reporting (Principal
    (John T. Eads)            Accounting Officer)

 /s/ Robert W. Bruce III*     Director                        October 6, 1995
- --------------------------
 (Robert W. Bruce III)

  /s/ R. Leigh Clifford*      Director                        October 6, 1995
- --------------------------
   (R. Leigh Clifford)

  /s/ Thomas B. Coleman*      Director                        October 6, 1995
- --------------------------
 (Thomas B. Coleman)

  /s/ Bobby E. Cooper*        Director                        October 6, 1995
- --------------------------
   (Bobby E. Cooper)

/s/ William H. Cunningham*    Director                        October 6, 1995
- --------------------------
 (William H. Cunningham)

  /s/ Robert A. Day*          Director                        October 6, 1995
- --------------------------
   (Robert A. Day)

 /s/ Leland O. Erdahl*        Director                        October 6, 1995
- --------------------------
  (Leland O. Erdahl)

/s/ William B. Harrison, Jr.* Director                        October 6, 1995
- -----------------------------
(William B. Harrison, Jr.)

 /s/ Henry A. Kissinger*      Director                        October 6, 1995
- --------------------------
  (Henry A. Kissinger)

  /s/ Bobby Lee Lackey*       Director                        October 6, 1995
- --------------------------
   (Bobby Lee Lackey)

  /s/ Rene L. Latiolais*      Director                        October 6, 1995
- --------------------------
   (Rene L. Latiolais)

/s/ Gabrielle K. McDonald*    Director                        October 6, 1995
- --------------------------
(Gabrielle K. McDonald)

 /s/ George A. Mealey*        Director                        October 6, 1995
- --------------------------
  (George A. Mealey)

  /s/ George Putnam*          Director                        October 6, 1995
- --------------------------
   (George Putnam)

  /s/ B.M. Rankin, Jr.*       Director                        October 6, 1995
- --------------------------
   (B.M. Rankin, Jr.)

  /s/ Wolfgang F. Siegel*     Director                        October 6, 1995
- --------------------------
   (Wolfgang F. Siegel)

     /s/ Eiji Umene*          Director                        October 6, 1995
- --------------------------
      (Eiji Umene)

  /s/ J. Taylor Wharton*      Director                        October 6, 1995
- --------------------------
   (J. Taylor Wharton)

  /s/ Ward W. Woods, Jr.*     Director                        October 6, 1995
- --------------------------
   (Ward W. Woods, Jr.)

* By /s/ James R. Moffett
    ----------------------
      James R. Moffett,
      Attorney-in-Fact

			       INDEX TO EXHIBITS

						     Sequentially
Exhibit                                                Numbered
Number                        Exhibit                    Page
- --------------    -------------------------------    --------------

  4(a)            Certificate of Incorporation
		  of the Company, as amended
		  (incorporated by reference to
		  Exhibit 3.1 to the Quarterly
		  Report on Form 10-Q of the
		  Company for the quarter ended
		  June 30, 1995 (the "1995
		  Second Quarter Form 10-Q"))

  4(b)            By-Laws of the Company, as
		  amended (incorporated by
		  reference to Exhibit 3.2 to
		  the 1995 Second Quarter Form
		  10-Q)

  4(c)            Adjusted Stock Award Plan of
		  the Company

  5               Opinion of Davis Polk &
		  Wardwell

 23(a)            Consent of Arthur Andersen
		  LLP, independent public
		  accountants

 23(b)            Consent of Davis Polk &
		  Wardwell (included in Exhibit
		  5)

 24               Powers of Attorney