As filed with the Securities and Exchange Commission on January 20, 1998.
                                                Registration No. 333-




                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549
                                __________

                                 FORM S-8
                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                __________
                           McMoRan Oil & Gas Co.
            (Exact name of registrant as specified in its charter)

   Delaware                                                    72-1266477
   (State or other jurisdiction                              (I.R.S. Employer
   of incorporation or organization)                        Identification No.)

                             1615 Poydras Street
                         New Orleans, Louisiana 70112
                (Address, including zip code, of registrant's
                         principal executive offices)


                    McMoRan Oil & Gas Co. Stock Bonus Plan
                          (Full title of the plan)
                                  __________
                                 John G. Amato
                                General Counsel
                              McMoRan Oil & Gas Co.
                              1615 Poydras Street
                          New Orleans, Louisiana 70112
                                (504) 582-4000
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                                    Copy to:

                                Margaret F. Murphy
            Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                              201 St. Charles Avenue
                         New Orleans, Louisiana 70170-5100

<TABLE>                         
<CAPTION>
                         
                         CALCULATION OF REGISTRATION FEE


       <S>                    <C>               <C>               <C>              <C>
       ------------------------------------------------------------------------------------------
       |                      |                 |Proposed maximum |  Proposed      |Amount of
       |     Title of         | Amount to be    |offering price   |maximum         |registration
       | securities to be     |registered(1)    |   per unit      | aggregate      |   fee
       |registered            |                 |                 |offering price  |
       ------------------------------------------------------------------------------------------
       Common Stock (par      |                 |                 |                |
       value $.01 per share)  | 500,000 Shares  |     $3.25(2)    |$1,625,000.00(2)| $479.38(2)
       ------------------------------------------------------------------------------------------
       |Preferred Stock       |                 |                 |                |
       |Purchase Rights       | 500,000 Rights  |     $--.--(3)   |$    --.--(3)   |   $--.--(3)
       |                      |                 |                 |                |
       ------------------------------------------------------------------------------------------
      (1)  Upon  a stock split, stock dividend or similar transaction in the future  and  during
           the effectiveness  of  this  Registration  Statement  involving  Common  Stock of the
           Company, the number of shares and rights registered shall be automatically  increased
           to  cover  the additional shares and rights in accordance with Rule 416(a) under  the
           Securities Act of 1933.
      (2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule
           457(c) under  the  Securities  Act  of 1933, based on the average of the high and low
           price per share of the Common Stock on The Nasdaq Stock Market on January 14, 1998.
      (3)  Preferred Stock Purchase Rights are attached  to  and  trade with the Common Stock of
           the  Company.  The value attributable to such Rights, if any,  is  reflected  in  the
           market price of  such  Common  Stock.   Because no separate consideration is paid for
           such Rights, the registration fee for such securities is included in the fee for such
           Common Stock.


</TABLE>

     

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          Item 3.  Incorporation of Documents by Reference.

               The following documents, which have been  filed  by  McMoRan
          Oil  &  Gas  Co. (the "Company") with the Securities and Exchange
          Commission (the "SEC"), are incorporated herein by reference:

               (1)  The  Company's  Annual Report on Form 10-K for the year
          ended December 31, 1996, filed  pursuant  to  Section  13  of the
          Securities  Exchange  Act of 1934 (the "Exchange Act"), including
          the amendment thereto filed on September 24, 1997;

               (2)  All other reports  filed  by  the  Company  pursuant to
          Section 13 of the Exchange Act since December 31, 1996; and

               (3)  The description of the Company's Common Stock contained
          in  the Company's Registration Statement on Form 10 effective  as
          of  May  18,  1994,  filed  under  the  Exchange  Act,  including
          amendments  thereto  and  any  report  filed  for  the purpose of
          updating such description.

               All documents filed by the Company with the SEC  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  that indicates that
          all  securities  offered  have been sold or that deregisters  all
          securities then remaining unsold  shall,  except  to  the  extent
          otherwise   provided   by   Regulation  S-K  or  any  other  rule
          promulgated by the SEC, be deemed to be incorporated by reference
          in this Registration Statement  and  to  be  part hereof from the
          date of filing of such documents.

          Item 4.  Description of Securities.

               Not applicable.

          Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

          Item 6.  Indemnification of Directors and Officers.

               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.

               The  Company has purchased from Zurich Insurance Company and
          Executive Risk  Indemnity  Inc.  directors and officers liability
          policies with a combined annual aggregate limit of $10,000,000 to
          insure certain liabilities of its directors and officers.

          Item 7.  Exemption from Registration Claimed.

               Not applicable.

          Item 8.  Exhibits.

               5    Opinion   of   Jones,  Walker,   Waechter,   Poitevent,
                    Carrere & Denegre, L.L.P.

               15   Letter from Arthur  Andersen  LLP  concerning unaudited
                    interim financial information.

               23.1 Consent of Arthur Andersen LLP.

               23.2 Consent   of   Jones,   Walker,  Waechter,   Poitevent,
                    Carrere & Denegre, L.L.P. (included in Exhibit 5).

               24   Powers of Attorney pursuant  to which this Registration
                    Statement has been signed on behalf of certain officers
                    and directors of the Company.

          Item 9.  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 regis-
          tration statement to include  any  material  information with re-
          spect to the plan of distribution not previously disclosed in the
          registration statement or any material change to such information
          in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective amend-
          ment 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.

                    (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 of
          1933, each filing  of  the registrant's annual report pursuant to
          section 13(a) or section  15(d) of the Securities Exchange Act of
          1934 (and, where applicable,  each  filing of an employee benefit
          plan's annual report pursuant to section  15(d) of the Securities
          Exchange Act of 1934) 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 of 1933 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
          proceedings) 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   of   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

       The  Registrant.   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
January 20, 1998.

                                             McMoRan OIL & GAS CO.



                                             By:   /s/ C. Howard Murrish
                                                       C. Howard Murrish
                                                         President and
                                                    Chief Operating Officer


        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



            *                       Co-Chairman  of the Board   January 20, 1998
     James R. Moffett



            *                    Co-Chairman  ofthe Board and   January 20, 1998
    Richard C. Adkerson             Chief Executive Officer
                               (Principal Executive Officer and
                                  Principal Financial Officer)



   /s/ C. Howard Murrish               President and            January 20, 1998
       C. Howard Murrish           Chief Operating Officer



            *                               Director            January 20, 1998
       Robert A. Day



                                            Director
       Gerald J. Ford



            *                               Director            January 20, 1998
       B.M. Rankin, Jr.


            *                Controller -Financial Reporting    January 20, 1998
   C. Donald Whitmire, Jr.     (Principal Accounting Officer)


  *By:  /s/ C. Howard Murrish
            C. Howard Murrish
            Attorney-in-Fact

          

                                    EXHIBIT INDEX


                                                                  Sequentially
          Exhibit                                                 Numbered
          Number              Description    of   Exhibits        Page



          5         Opinion    of    Jones,   Walker,   Waechter,
                    Poitevent, Carrere &   Denegre, L.L.P.

          15        Letter  from Arthur Andersen  LLP  concerning
                    unaudited interim financial information.

          23.1      Consent of Arthur Andersen LLP.

          23.2      Consent    of    Jones,   Walker,   Waechter,
                    Poitevent,    Carrere &    Denegre,    L.L.P.
                    (included in Exhibit 5).

          24        Powers  of Attorney pursuant  to  which  this
                    Registration  Statement  has  been  signed on
                    behalf  of certain officers and directors  of
                    the Company.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16236}]
{"company-data": {"conformed-name": "MCMORAN OIL & GAS CO /DE/", "cik": "0000921941", "assigned-sic": "1311", "irs-number": "721266477", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44561", "film-number": "98509574"}, "business-address": {"street1": "1615 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045824000"}, "mail-address": {"street1": "1615 POYDRAS STREET", "city": "NEW ORLEANS", "state": "LA", "zip": "70112"}}
As filed with the Securities and Exchange Commission on January 20, 1998.
                                                Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549
                                __________

                                 FORM S-8
                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                __________
                           McMoRan Oil & Gas Co.
            (Exact name of registrant as specified in its charter)

   Delaware                                                    72-1266477
   (State or other jurisdiction                              (I.R.S. Employer
   of incorporation or organization)                        Identification No.)

                             1615 Poydras Street
                         New Orleans, Louisiana 70112
                (Address, including zip code, of registrant's
                         principal executive offices)

                    McMoRan Oil & Gas Co. Stock Bonus Plan
                          (Full title of the plan)
                                  __________
                                 John G. Amato
                                General Counsel
                              McMoRan Oil & Gas Co.
                              1615 Poydras Street
                          New Orleans, Louisiana 70112
                                (504) 582-4000
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                                    Copy to:

                                Margaret F. Murphy
            Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                              201 St. Charles Avenue
                         New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------
       |                      |                 |Proposed maximum |  Proposed      |Amount of
       |     Title of         | Amount to be    |offering price   |maximum         |registration
       | securities to be     |registered(1)    |   per unit      | aggregate      |   fee
       |registered            |                 |                 |offering price  |
       ------------------------------------------------------------------------------------------
       Common Stock (par      |                 |                 |                |
       value $.01 per share)  | 500,000 Shares  |     $3.25(2)    |$1,625,000.00(2)| $479.38(2)
       ------------------------------------------------------------------------------------------
       |Preferred Stock       |                 |                 |                |
       |Purchase Rights       | 500,000 Rights  |     $--.--(3)   |$    --.--(3)   |   $--.--(3)
       |                      |                 |                 |                |
       ------------------------------------------------------------------------------------------
      (1)  Upon  a stock split, stock dividend or similar transaction in the future  and  during
           the effectiveness  of  this  Registration  Statement  involving  Common  Stock of the
           Company, the number of shares and rights registered shall be automatically  increased
           to  cover  the additional shares and rights in accordance with Rule 416(a) under  the
           Securities Act of 1933.
      (2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule
           457(c) under  the  Securities  Act  of 1933, based on the average of the high and low
           price per share of the Common Stock on The Nasdaq Stock Market on January 14, 1998.
      (3)  Preferred Stock Purchase Rights are attached  to  and  trade with the Common Stock of
           the  Company.  The value attributable to such Rights, if any,  is  reflected  in  the
           market price of  such  Common  Stock.   Because no separate consideration is paid for
           such Rights, the registration fee for such securities is included in the fee for such
           Common Stock.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The following documents, which have been  filed  by  McMoRan
          Oil  &  Gas  Co. (the "Company") with the Securities and Exchange
          Commission (the "SEC"), are incorporated herein by reference:

               (1)  The  Company's  Annual Report on Form 10-K for the year
          ended December 31, 1996, filed  pursuant  to  Section  13  of the
          Securities  Exchange  Act of 1934 (the "Exchange Act"), including
          the amendment thereto filed on September 24, 1997;

               (2)  All other reports  filed  by  the  Company  pursuant to
          Section 13 of the Exchange Act since December 31, 1996; and

               (3)  The description of the Company's Common Stock contained
          in  the Company's Registration Statement on Form 10 effective  as
          of  May  18,  1994,  filed  under  the  Exchange  Act,  including
          amendments  thereto  and  any  report  filed  for  the purpose of
          updating such description.

               All documents filed by the Company with the SEC  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  that indicates that
          all  securities  offered  have been sold or that deregisters  all
          securities then remaining unsold  shall,  except  to  the  extent
          otherwise   provided   by   Regulation  S-K  or  any  other  rule
          promulgated by the SEC, be deemed to be incorporated by reference
          in this Registration Statement  and  to  be  part hereof from the
          date of filing of such documents.

          Item 4.  Description of Securities.

               Not applicable.

          Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

          Item 6.  Indemnification of Directors and Officers.

               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.

               The  Company has purchased from Zurich Insurance Company and
          Executive Risk  Indemnity  Inc.  directors and officers liability
          policies with a combined annual aggregate limit of $10,000,000 to
          insure certain liabilities of its directors and officers.

          Item 7.  Exemption from Registration Claimed.

               Not applicable.

          Item 8.  Exhibits.

               5    Opinion   of   Jones,  Walker,   Waechter,   Poitevent,
                    Carrere & Denegre, L.L.P.

               15   Letter from Arthur  Andersen  LLP  concerning unaudited
                    interim financial information.

               23.1 Consent of Arthur Andersen LLP.

               23.2 Consent   of   Jones,   Walker,  Waechter,   Poitevent,
                    Carrere & Denegre, L.L.P. (included in Exhibit 5).

               24   Powers of Attorney pursuant  to which this Registration
                    Statement has been signed on behalf of certain officers
                    and directors of the Company.

          Item 9.  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 regis-
          tration statement to include  any  material  information with re-
          spect to the plan of distribution not previously disclosed in the
          registration statement or any material change to such information
          in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective amend-
          ment 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.

                    (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 of
          1933, each filing  of  the registrant's annual report pursuant to
          section 13(a) or section  15(d) of the Securities Exchange Act of
          1934 (and, where applicable,  each  filing of an employee benefit
          plan's annual report pursuant to section  15(d) of the Securities
          Exchange Act of 1934) 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 of 1933 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
          proceedings) 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   of   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

       The  Registrant.   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
January 20, 1998.

                                             McMoRan OIL & GAS CO.

                                             By:   /s/ C. Howard Murrish
                                                       C. Howard Murrish
                                                         President and
                                                    Chief Operating Officer

        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

            *                       Co-Chairman  of the Board   January 20, 1998
     James R. Moffett

            *                    Co-Chairman  ofthe Board and   January 20, 1998
    Richard C. Adkerson             Chief Executive Officer
                               (Principal Executive Officer and
                                  Principal Financial Officer)

   /s/ C. Howard Murrish               President and            January 20, 1998
       C. Howard Murrish           Chief Operating Officer

            *                               Director            January 20, 1998
       Robert A. Day

                                            Director
       Gerald J. Ford

            *                               Director            January 20, 1998
       B.M. Rankin, Jr.

            *                Controller -Financial Reporting    January 20, 1998
   C. Donald Whitmire, Jr.     (Principal Accounting Officer)

  *By:  /s/ C. Howard Murrish
            C. Howard Murrish
            Attorney-in-Fact

          

                                    EXHIBIT INDEX

                                                                  Sequentially
          Exhibit                                                 Numbered
          Number              Description    of   Exhibits        Page

          5         Opinion    of    Jones,   Walker,   Waechter,
                    Poitevent, Carrere &   Denegre, L.L.P.

          15        Letter  from Arthur Andersen  LLP  concerning
                    unaudited interim financial information.

          23.1      Consent of Arthur Andersen LLP.

          23.2      Consent    of    Jones,   Walker,   Waechter,
                    Poitevent,    Carrere &    Denegre,    L.L.P.
                    (included in Exhibit 5).

          24        Powers  of Attorney pursuant  to  which  this
                    Registration  Statement  has  been  signed on
                    behalf  of certain officers and directors  of
                    the Company.