As filed with the Securities and Exchange Commission on July 10, 1997. 
                                            Registration No. 333-




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

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

          Delaware                                           13-3051048
(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 Inc. 1996 Stock Option Plan
                          (Full title of the plan)
                                 __________

                              Roger T. Baker
                     Vice President and General Counsel
                           Freeport-McMoRan 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

<TABLE>


                             CALCULATION OF REGISTRATION FEE

<CAPTION>
                                                       Proposed maximum     Proposed maximum      Amount of
      Title of              Amount to be                offering price         aggregate         registration
  securities to be         registered(1)                   per unit         offering price           fee
     registered                                                 
___________________       __________________        ____________________   ___________________   ______________     
<S>                         <C>                            <C>               <C>                 <C>

Common Stock (par
value $.01 per share)         649,002 Shares               $34.81250(2)      $22,593,382.13(2)   $  6,846.48(2)

Common Stock (par
value $.01 per share)         650,998 Shares               $28.03125(3)      $18,248,287.69(3)   $  5,529.79(3)

Total Common Stock          1,300,000 Shares                                 $40,841,669.82      $ 12,376.27


</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 registered shall be
     automatically increased  to  cover  the additional shares in accordance
     with Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance with Rule 457(h)(1)  under the Securities Act of
     1933, based on the price at which such options may be exercised.
(3)  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
     Composite Tape  for  New York Stock Exchange - Listed Stocks on July 8,
     1997.





                             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 Inc. (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");

     (2)  The Company's Quarterly Report on Form  10-Q  for the
quarter  ended  March 31, 1997 filed pursuant to Section 13  of
the Exchange Act;

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

     (4)  The  description  of  the  Company's   Common   Stock
contained  in  the Company's Registration Statement on Form 8-B
dated March 23,  1981,  filed under the Exchange Act, 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 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.   Article  XXIV of the Company's By-Laws  and  Article
ELEVENTH of the Company's  Certificate of Incorporation provide
that  each  person  who was or  is  made  a  party  to  (or  is
threatened to be made  a  party to) or is otherwise involved in
any action, suit or proceeding  by reason of the fact that such
person is or was a director, officer,  employee or agent of the
Company shall be indemnified and held harmless  by  the Company
to the fullest extent authorized by the General Corporation Law
of Delaware against all expenses, liability and loss (including
without  limitation  attorney's  fees,  judgments,  fines   and
amounts  paid in settlement) reasonably incurred by such person
in connection  therewith.  The rights conferred by Article XXIV
and Article ELEVENTH,  as  the  case  may  be,  are contractual
rights  and  include  the  right to be paid by the Company  the
expenses incurred in defending  such action, suit or proceeding
in advance of the final disposition thereof.

     Article   ELEVENTH   of  the  Company's   Certificate   of
Incorporation provides that the Company's directors will not be
personally  liable  to  the Company  or  its  stockholders  for
monetary damages resulting  from  breaches  of  their fiduciary
duty  as  directors  except (a) for any breach of the  duty  of
loyalty to the Company  or  its  stockholders,  (b) for acts or
omissions  not  in  good  faith  or  which  involve intentional
misconduct or a knowing violation of law, (c) under Section 174
of  the  General  Corporation  Law  of  Delaware,  which  makes
directors  liable  for  unlawful  dividends  or unlawful  stock
repurchases or redemptions, or (d) for transactions  from which
directors derive improper personal benefit.

     The Company has purchased from Reliance Insurance Company,
Executive Risk Indemnity Inc. and another insurer directors and
officers liability policies with a combined triennial aggregate
limit  of  $100,000,000  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  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 July 10, 1997.

                                          Freeport-McMoRan Inc.



                                          By:   /s/ Richard C. Adkerson
                                               __________________________
                                                    Richard C. Adkerson
                                                 Vice 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


     *                   Director  and Chairman of the Board     July 10, 1997
___________________
James R. Moffett


/s/  Richard C. Adkerson     Director and Vice Chairman of      July   10, 1997
                                      the Board                
___________________                                     
Richard C. Adkerson


     *                      Director, President and             July   10, 1997
____________________            Chief Executive
Rene L. Latiolais      Officer (Principal Executive Officer)


     *                    Senior  Vice President and            July   10, 1997
____________________       Chief Financial Officer
                         (Principal Financial Officer)
Robert M. Wohleber          
                                    

     *                   Controller-Financial Reporting         July   10, 1997
____________________    (Principal Accounting Officer)
William J. Blackwell

     *                          Director                        July   10, 1997
____________________
Robert W. Bruce III


     *                          Director                       July    10, 1997
____________________       
Robert A. Day


     *                          Director                       July    10, 1997
____________________  
William B. Harrison, Jr.


     *                          Director                       July    10, 1997
____________________     
Henry A. Kissinger


     *                          Director                       July    10, 1997
____________________      
Bobby L. Lackey


     *                          Director                       July    10, 1997
____________________   
Gabrielle K. McDonald


     *                          Director                       July    10, 1997
____________________       
George Putnam


     *                          Director                       July    10, 1997
____________________      
B.M. Rankin, Jr.


     *                          Director                       July    10, 1997
____________________     
J. Taylor Wharton



*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.

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": 16050}]
{"company-data": {"conformed-name": "FREEPORT MCMORAN INC", "cik": "0000351116", "assigned-sic": "1000", "irs-number": "133051048", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31041", "film-number": "97639049"}, "business-address": {"street1": "1615 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045824000"}}
As filed with the Securities and Exchange Commission on July 10, 1997. 
                                            Registration No. 333-

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

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

          Delaware                                           13-3051048
(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 Inc. 1996 Stock Option Plan
                          (Full title of the plan)
                                 __________

                              Roger T. Baker
                     Vice President and General Counsel
                           Freeport-McMoRan 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 maximum      Amount of
      Title of              Amount to be                offering price         aggregate         registration
  securities to be         registered(1)                   per unit         offering price           fee
     registered                                                 
___________________       __________________        ____________________   ___________________   ______________
Common Stock (par
value $.01 per share)         649,002 Shares               $34.81250(2)      $22,593,382.13(2)   $  6,846.48(2)

Common Stock (par
value $.01 per share)         650,998 Shares               $28.03125(3)      $18,248,287.69(3)   $  5,529.79(3)

Total Common Stock          1,300,000 Shares                                 $40,841,669.82      $ 12,376.27
(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 registered shall be
     automatically increased  to  cover  the additional shares in accordance
     with Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance with Rule 457(h)(1)  under the Securities Act of
     1933, based on the price at which such options may be exercised.
(3)  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
     Composite Tape  for  New York Stock Exchange - Listed Stocks on July 8,
     1997.

                             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 Inc. (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");

     (2)  The Company's Quarterly Report on Form  10-Q  for the
quarter  ended  March 31, 1997 filed pursuant to Section 13  of
the Exchange Act;

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

     (4)  The  description  of  the  Company's   Common   Stock
contained  in  the Company's Registration Statement on Form 8-B
dated March 23,  1981,  filed under the Exchange Act, 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 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.   Article  XXIV of the Company's By-Laws  and  Article
ELEVENTH of the Company's  Certificate of Incorporation provide
that  each  person  who was or  is  made  a  party  to  (or  is
threatened to be made  a  party to) or is otherwise involved in
any action, suit or proceeding  by reason of the fact that such
person is or was a director, officer,  employee or agent of the
Company shall be indemnified and held harmless  by  the Company
to the fullest extent authorized by the General Corporation Law
of Delaware against all expenses, liability and loss (including
without  limitation  attorney's  fees,  judgments,  fines   and
amounts  paid in settlement) reasonably incurred by such person
in connection  therewith.  The rights conferred by Article XXIV
and Article ELEVENTH,  as  the  case  may  be,  are contractual
rights  and  include  the  right to be paid by the Company  the
expenses incurred in defending  such action, suit or proceeding
in advance of the final disposition thereof.

     Article   ELEVENTH   of  the  Company's   Certificate   of
Incorporation provides that the Company's directors will not be
personally  liable  to  the Company  or  its  stockholders  for
monetary damages resulting  from  breaches  of  their fiduciary
duty  as  directors  except (a) for any breach of the  duty  of
loyalty to the Company  or  its  stockholders,  (b) for acts or
omissions  not  in  good  faith  or  which  involve intentional
misconduct or a knowing violation of law, (c) under Section 174
of  the  General  Corporation  Law  of  Delaware,  which  makes
directors  liable  for  unlawful  dividends  or unlawful  stock
repurchases or redemptions, or (d) for transactions  from which
directors derive improper personal benefit.

     The Company has purchased from Reliance Insurance Company,
Executive Risk Indemnity Inc. and another insurer directors and
officers liability policies with a combined triennial aggregate
limit  of  $100,000,000  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  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 July 10, 1997.

                                          Freeport-McMoRan Inc.

                                          By:   /s/ Richard C. Adkerson
                                               __________________________
                                                    Richard C. Adkerson
                                                 Vice 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

     *                   Director  and Chairman of the Board     July 10, 1997
___________________
James R. Moffett

/s/  Richard C. Adkerson     Director and Vice Chairman of      July   10, 1997
                                      the Board                
___________________                                     
Richard C. Adkerson

     *                      Director, President and             July   10, 1997
____________________            Chief Executive
Rene L. Latiolais      Officer (Principal Executive Officer)

     *                    Senior  Vice President and            July   10, 1997
____________________       Chief Financial Officer
                         (Principal Financial Officer)
Robert M. Wohleber          
                                    

     *                   Controller-Financial Reporting         July   10, 1997
____________________    (Principal Accounting Officer)
William J. Blackwell

     *                          Director                        July   10, 1997
____________________
Robert W. Bruce III

     *                          Director                       July    10, 1997
____________________       
Robert A. Day

     *                          Director                       July    10, 1997
____________________  
William B. Harrison, Jr.

     *                          Director                       July    10, 1997
____________________     
Henry A. Kissinger

     *                          Director                       July    10, 1997
____________________      
Bobby L. Lackey

     *                          Director                       July    10, 1997
____________________   
Gabrielle K. McDonald

     *                          Director                       July    10, 1997
____________________       
George Putnam

     *                          Director                       July    10, 1997
____________________      
B.M. Rankin, Jr.

     *                          Director                       July    10, 1997
____________________     
J. Taylor Wharton

*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.

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.