As filed with the Securities and Exchange Commission on November 18, 1998.
Registration No. 333-__________




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

                                        FORM S-8
                                 REGISTRATION STATEMENT
                                          under
                               THE SECURITIES ACT OF 1933
                                        __________
                                 MCMORAN EXPLORATION CO.
                  (Exact name of registrant as specified in its charter)

          DELAWARE                                           72-1424200
(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 EXPLORATION CO. ADJUSTED STOCK AWARD PLAN
               MCMORAN EXPLORATION CO. 1998 STOCK OPTION PLAN
     MCMORAN EXPLORATION CO. 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                                (Full titles of the plans)
                                        __________
                                     
                                       JOHN G. AMATO
                                      GENERAL COUNSEL
                                  MCMORAN EXPLORATION 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

<TABLE>
<CAPTION>
                                                          Proposed maximum       Proposed maximum            Amount of
Title of                        Amount to be              offering price         aggregate                   registration
securities to be registered     registered{(1)}           per unit               offering price              fee
<S>                             <C>                       <C>                    <C>                         <C>
Common Stock (par value $.01
per share)                      2,352,279 Shares          $14.00{(2)}            $32,931,906.00{(2)}         $9,155.07{(2)}

Preferred Stock Purchase
Rights                          2,352,279 Rights          $ --.--{(3)}           $ --.--{(3)}                $ --.--{(3)}
</TABLE>

{(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(h)(1) under the Securities Act of 1933, based on the
      pro forma book value  per  share  of  Company Common Stock as of June 30,
      1998, as reported in the Prospectus of the Company dated October 9, 1998,
      filed pursuant to Rule 424(b) under the Securities Act of 1933.
{(3)} Preferred Stock Purchase Rights are attached  to and will trade with the
      Common Stock of the Company. The value attributable  to  such  Rights, if
      any, will be 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.
<PAGE>


                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (1)  The Company's Prospectus dated October 9, 1998, filed pursuant to
Rule 424(b) under the Securities Act of 1933;

     (2)  All  reports  filed  by the Company pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act"); and

     (3)  The description of the  Company's  Common  Stock  included in the
Company's Registration Statement on Form 8-A filed November 13,  1998,  and
effective  November 16, 1998, by incorporation by reference from pages 119-
124 of the Company's  Registration  Statement on Form S-4 (Registration No.
333-61171), including any amendment thereto or 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 Delaware General Corporation  Law  (the  "DGCL")
provides  that  a  corporation   may  indemnify  its  directors,  officers,
employees, and agents and may purchase  and maintain liability insurance on
behalf of directors, officers, employees,  and  agents.  In accordance with
the  DGCL,  the  Company's  Certificate  of Incorporation  (the  "Charter")
contains provisions eliminating the personal  liability of the directors to
the Company and its stockholders for monetary damages for breaches of their
fiduciary duties as directors to the fullest extent  permitted  by Delaware
law.  By virtue of these provisions, under current Delaware law, a director
of  the  Company will not be personally liable for monetary damages  for  a
breach of  his  or her fiduciary duty except for liability for (a) a breach
of his or her duty  of loyalty to the Company or its stockholders, (b) acts
or omissions not in good  faith or that involve intentional misconduct or a
knowing violation of law, (c) dividends or stock repurchases or redemptions
that are unlawful under Delaware law, and (d) any transaction from which he
or she receives an improper  personal  benefit.   In  addition, the Charter
provides  that  if  Delaware  law  is  amended  to  authorize  the  further
elimination  or  limitation  of  the  liability  of  a  director,  then the
liability  of  the  directors shall be eliminated or limited to the fullest
extent permitted by Delaware  law,  as  amended.   These provisions pertain
only to breaches of duty by directors as directors and  not  in  any  other
corporate  capacity, such as officers, and limit liability only for beaches
of fiduciary  duties under Delaware corporate law and not for violations of
other laws such  as  the  federal  securities  laws.  The Company's By-laws
require  the  Company  to  indemnify  its  officers and  directors  against
expenses  and  costs,  judgments, settlements and  fines  incurred  in  the
defense of any claim, including any claim brought by or in the right of the
Company, to which they were  made parties by reason of being or having been
officers or directors.

     The  Company  has  purchased   from  Reliance  Insurance  Company  and
Executive Risk Indemnity Inc. directors  and  officers  liability  policies
with a combined three-year aggregate limit of $25,000,000 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.

     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  registration  statement 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.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

          (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.
<PAGE>

                                  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
November 18, 1998.

                                          MCMORAN EXPLORATION CO.



                                          By: /S/ RICHARD C. ADKERSON
                                                  Richard C. Adkerson
                                              Co-Chairman of the Board,
                                                    President and
                                               Chief Executive 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       November 18, 1998
     James R. Moffett



 /S/ RICHARD C. ADKERSON    Co-Chairman of the Board,      November 18, 1998
     Richard C. Adkerson    President and Chief Executive Officer
                            (Principal Executive Officer)


            *               Vice Chairman of the Board     November 18, 1998
     Rene L. Latiolais



            *               Director,                      November 18, 1998
     Robert M. Wohleber     Executive Vice President, and
                            Chief Financial Officer
                            (Principal Financial Officer)


            *               Director                       November 18, 1998
     J. Terrell Brown



            *               Director                       November 18, 1998
     Thomas D. Clark, Jr.



            *               Director                       November 18, 1998
     Robert A. Day



            *               Director                       November 18, 1998
     Gerald J. Ford



            *               Director                       November 18, 1998
     B.M. Rankin, Jr.



            *               Vice President and Controller - November 18, 1998
   C. Donald Whitmire, Jr.  Financial Reporting
                            (Principal Accounting Officer)


*By:  /S/ RICHARD C. ADKERSON
          Richard C. Adkerson
          Attorney-in-Fact
<PAGE>

                           EXHIBIT INDEX


                                                                  SEQUENTIALLY
EXHIBIT                                                               NUMBERED
NUMBER           DESCRIPTION OF EXHIBITS                                  PAGE


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

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": 15331}]
{"company-data": {"conformed-name": "MCMORAN EXPLORATION CO /DE/", "cik": "0000064279", "assigned-sic": "1311", "irs-number": "721424200", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67485", "film-number": "98754756"}, "business-address": {"street1": "1615 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045824000"}, "mail-address": {"street1": "1615 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112"}, "former-company": {"former-conformed-name": "MCMORAN OIL & GAS CO", "date-changed": "19970707"}}
As filed with the Securities and Exchange Commission on November 18, 1998.
Registration No. 333-__________

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

                                        FORM S-8
                                 REGISTRATION STATEMENT
                                          under
                               THE SECURITIES ACT OF 1933
                                        __________
                                 MCMORAN EXPLORATION CO.
                  (Exact name of registrant as specified in its charter)

          DELAWARE                                           72-1424200
(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 EXPLORATION CO. ADJUSTED STOCK AWARD PLAN
               MCMORAN EXPLORATION CO. 1998 STOCK OPTION PLAN
     MCMORAN EXPLORATION CO. 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                                (Full titles of the plans)
                                        __________
                                     
                                       JOHN G. AMATO
                                      GENERAL COUNSEL
                                  MCMORAN EXPLORATION 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 maximum            Amount of
Title of                        Amount to be              offering price         aggregate                   registration
securities to be registered     registered{(1)}           per unit               offering price              fee
Common Stock (par value $.01
per share)                      2,352,279 Shares          $14.00{(2)}            $32,931,906.00{(2)}         $9,155.07{(2)}

Preferred Stock Purchase
Rights                          2,352,279 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(h)(1) under the Securities Act of 1933, based on the
      pro forma book value  per  share  of  Company Common Stock as of June 30,
      1998, as reported in the Prospectus of the Company dated October 9, 1998,
      filed pursuant to Rule 424(b) under the Securities Act of 1933.
{(3)} Preferred Stock Purchase Rights are attached  to and will trade with the
      Common Stock of the Company. The value attributable  to  such  Rights, if
      any, will be 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 Exploration
Co.  (the "Company") with  the  Securities  and  Exchange  Commission  (the
"SEC"), are incorporated herein by reference:

     (1)  The Company's Prospectus dated October 9, 1998, filed pursuant to
Rule 424(b) under the Securities Act of 1933;

     (2)  All  reports  filed  by the Company pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act"); and

     (3)  The description of the  Company's  Common  Stock  included in the
Company's Registration Statement on Form 8-A filed November 13,  1998,  and
effective  November 16, 1998, by incorporation by reference from pages 119-
124 of the Company's  Registration  Statement on Form S-4 (Registration No.
333-61171), including any amendment thereto or 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 Delaware General Corporation  Law  (the  "DGCL")
provides  that  a  corporation   may  indemnify  its  directors,  officers,
employees, and agents and may purchase  and maintain liability insurance on
behalf of directors, officers, employees,  and  agents.  In accordance with
the  DGCL,  the  Company's  Certificate  of Incorporation  (the  "Charter")
contains provisions eliminating the personal  liability of the directors to
the Company and its stockholders for monetary damages for breaches of their
fiduciary duties as directors to the fullest extent  permitted  by Delaware
law.  By virtue of these provisions, under current Delaware law, a director
of  the  Company will not be personally liable for monetary damages  for  a
breach of  his  or her fiduciary duty except for liability for (a) a breach
of his or her duty  of loyalty to the Company or its stockholders, (b) acts
or omissions not in good  faith or that involve intentional misconduct or a
knowing violation of law, (c) dividends or stock repurchases or redemptions
that are unlawful under Delaware law, and (d) any transaction from which he
or she receives an improper  personal  benefit.   In  addition, the Charter
provides  that  if  Delaware  law  is  amended  to  authorize  the  further
elimination  or  limitation  of  the  liability  of  a  director,  then the
liability  of  the  directors shall be eliminated or limited to the fullest
extent permitted by Delaware  law,  as  amended.   These provisions pertain
only to breaches of duty by directors as directors and  not  in  any  other
corporate  capacity, such as officers, and limit liability only for beaches
of fiduciary  duties under Delaware corporate law and not for violations of
other laws such  as  the  federal  securities  laws.  The Company's By-laws
require  the  Company  to  indemnify  its  officers and  directors  against
expenses  and  costs,  judgments, settlements and  fines  incurred  in  the
defense of any claim, including any claim brought by or in the right of the
Company, to which they were  made parties by reason of being or having been
officers or directors.

     The  Company  has  purchased   from  Reliance  Insurance  Company  and
Executive Risk Indemnity Inc. directors  and  officers  liability  policies
with a combined three-year aggregate limit of $25,000,000 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.

     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  registration  statement 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.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

          (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
November 18, 1998.

                                          MCMORAN EXPLORATION CO.

                                          By: /S/ RICHARD C. ADKERSON
                                                  Richard C. Adkerson
                                              Co-Chairman of the Board,
                                                    President and
                                               Chief Executive 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       November 18, 1998
     James R. Moffett

 /S/ RICHARD C. ADKERSON    Co-Chairman of the Board,      November 18, 1998
     Richard C. Adkerson    President and Chief Executive Officer
                            (Principal Executive Officer)

            *               Vice Chairman of the Board     November 18, 1998
     Rene L. Latiolais

            *               Director,                      November 18, 1998
     Robert M. Wohleber     Executive Vice President, and
                            Chief Financial Officer
                            (Principal Financial Officer)

            *               Director                       November 18, 1998
     J. Terrell Brown

            *               Director                       November 18, 1998
     Thomas D. Clark, Jr.

            *               Director                       November 18, 1998
     Robert A. Day

            *               Director                       November 18, 1998
     Gerald J. Ford

            *               Director                       November 18, 1998
     B.M. Rankin, Jr.

            *               Vice President and Controller - November 18, 1998
   C. Donald Whitmire, Jr.  Financial Reporting
                            (Principal Accounting Officer)

*By:  /S/ RICHARD C. ADKERSON
          Richard C. Adkerson
          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.

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.