As  filed  with  the Securities and Exchange Commission on January 16, 1998.
                                                     Registration No. 333-




                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549
                                 __________
                         
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933
                                 __________
                 
                       Freeport-McMoRan Sulphur Inc.
          (Exact name of registrant as specified in its charter)

    Delaware                                                 72-1392855
(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)


           Freeport-McMoRan Sulphur Inc. Adjusted Stock Award Plan
            Freeport-McMoRan Sulphur Inc. 1997 Stock Option Plan
Freeport-McMoRan Sulphur Inc. 1997 Stock Option Plan for Non-Employee Directors
                         (Full titles of the plans)
                                 __________

                                John G. Amato
                               General Counsel
                         Freeport-McMoRan Sulphur Inc.
                             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    1,500,517 Shares   $11.00(2)    $16,505,687.00(2) $4,869.18(2)
share)
Preferred Stock
Purchase Rights   1,500,517 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 New York 
Stock Exchange on January 9, 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 Freeport-
McMoRan Sulphur Inc. (the "Company") with the Securities  and Exchange
Commission (the "SEC"), are incorporated herein by reference:

     (1)  The  Company's  Registration  Statement  on  Form  10  dated
November 14, 1997 (the "Form 10"), filed pursuant to Section 12(b)  of
the Securities Exchange Act of 1934 (the "Exchange Act");

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

     (3)  The description  of  the Company's Common Stock contained in
the Form 10, 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 limit the liability  of  and indemnify
its  directors  and  officers  against  liability  in  a  variety   of
circumstances.  In accordance with the DGCL, the Company's Certificate
of  Incorporation  ("Certificate") 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 fiduciary duty except for  liability  for (a) a breach
of his duty of loyalty to the Company or to 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 receives an improper personal benefit.  The
Certificate 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.   In addition,
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 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.

     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 pur-
poses 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 16, 1998.

                                       FREEPORT-MCMORAN SULPHUR INC.



                                        By:   /s/ Robert M. Wohleber
                                                  Robert M. Wohleber
                                                   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     January 16, 1998
      James R. Moffett



            *                   Co-Chairman   of the Board     January 16, 1998
     Rene L. Latiolais



            *                   Vice Chairman of  the Board    January 16, 1998
    Richard C. Adkerson



/s/  Robert M. Wohleber         Director, President,  and      January  16, 1998
     Robert M. Wohleber          Chief Executive Officer
                             (Principal Executive Officer and
                                Principal Financial Officer)

            *                          Director                January  16, 1998
      J. Terrell Brown



            *                          Director                January  16, 1998
    Thomas D. Clark, Jr.




            *                          Director                January  16, 1998
      B.M. Rankin, Jr.



            *                Vice  President and Controller -  January 16, 1998
  C. Donald Whitmire, Jr.          Financial Reporting
                              (Principal Accounting Officer)


*By:  /s/ Robert M. Wohleber
     Robert M. Wohleber
      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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13787}]
{"company-data": {"conformed-name": "FREEPORT MCMORAN SULPHUR INC", "cik": "0001046204", "assigned-sic": "1400", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44449", "film-number": "98508687"}, "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": "FREEPORT SULPHUR CO", "date-changed": "19970916"}}
As  filed  with  the Securities and Exchange Commission on January 16, 1998.
                                                     Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549
                                 __________
                         
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933
                                 __________
                 
                       Freeport-McMoRan Sulphur Inc.
          (Exact name of registrant as specified in its charter)

    Delaware                                                 72-1392855
(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)

           Freeport-McMoRan Sulphur Inc. Adjusted Stock Award Plan
            Freeport-McMoRan Sulphur Inc. 1997 Stock Option Plan
Freeport-McMoRan Sulphur Inc. 1997 Stock Option Plan for Non-Employee Directors
                         (Full titles of the plans)
                                 __________

                                John G. Amato
                               General Counsel
                         Freeport-McMoRan Sulphur Inc.
                             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    1,500,517 Shares   $11.00(2)    $16,505,687.00(2) $4,869.18(2)
share)
Preferred Stock
Purchase Rights   1,500,517 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 New York 
Stock Exchange on January 9, 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 Freeport-
McMoRan Sulphur Inc. (the "Company") with the Securities  and Exchange
Commission (the "SEC"), are incorporated herein by reference:

     (1)  The  Company's  Registration  Statement  on  Form  10  dated
November 14, 1997 (the "Form 10"), filed pursuant to Section 12(b)  of
the Securities Exchange Act of 1934 (the "Exchange Act");

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

     (3)  The description  of  the Company's Common Stock contained in
the Form 10, 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 limit the liability  of  and indemnify
its  directors  and  officers  against  liability  in  a  variety   of
circumstances.  In accordance with the DGCL, the Company's Certificate
of  Incorporation  ("Certificate") 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 fiduciary duty except for  liability  for (a) a breach
of his duty of loyalty to the Company or to 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 receives an improper personal benefit.  The
Certificate 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.   In addition,
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 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.

     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 pur-
poses 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 16, 1998.

                                       FREEPORT-MCMORAN SULPHUR INC.

                                        By:   /s/ Robert M. Wohleber
                                                  Robert M. Wohleber
                                                   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     January 16, 1998
      James R. Moffett

            *                   Co-Chairman   of the Board     January 16, 1998
     Rene L. Latiolais

            *                   Vice Chairman of  the Board    January 16, 1998
    Richard C. Adkerson

/s/  Robert M. Wohleber         Director, President,  and      January  16, 1998
     Robert M. Wohleber          Chief Executive Officer
                             (Principal Executive Officer and
                                Principal Financial Officer)

            *                          Director                January  16, 1998
      J. Terrell Brown

            *                          Director                January  16, 1998
    Thomas D. Clark, Jr.

            *                          Director                January  16, 1998
      B.M. Rankin, Jr.

            *                Vice  President and Controller -  January 16, 1998
  C. Donald Whitmire, Jr.          Financial Reporting
                              (Principal Accounting Officer)

*By:  /s/ Robert M. Wohleber
     Robert M. Wohleber
      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.