As filed with the Securities and Exchange Commission on May 12, 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. 1998 Stock Option 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       Proposed       Amount of
   Title of         Amount to be        maximum        maximum      registration
securities to be    registered(1)      offering       aggregate         fee
  registered                        price per unit  offering price        
                                              
Common Stock (par                                                         
value $.01 per                      
share) ..........  2,000,000 Shares $ 4.96875(2)   $9,937,500.00(2) $2,931.57(2)
Preferred Stock                                                           
Purchase Rights    2,000,000 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 May 5, 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, 1997 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, 1998 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, 1997; and

     (4)  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.

     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 May 12, 1998.

                                   McMoRan OIL & GAS CO.


                                   By:  /s/ Richard C. Adkerson
                                         Richard C. Adkerson
                                        Co-Chairman of the Board 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


        *              Director  and  Co-Chairman of the Board     May 12, 1998
James R. Moffett


/s/Richard C. Adkerson Director, Co-Chairman of the Board and      May 12, 1998
 Richard C. Adkerson          Chief Executive Officer
                          (Principal Executive Officer and
                             Principal Financial Officer)

        *                 Controller - Financial Reporting         May 12, 1998
C. Donald Whitmire, Jr.    (Principal Accounting Officer)


        *                       Director                           May 12, 1998
    Robert A. Day


        *                       Director                           May 12, 1998
    Gerald J. Ford


        *                       Director                           May 12, 1998
   B.M. Rankin, Jr.



*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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13702}]
{"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": "333-52469", "film-number": "98617152"}, "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 May 12, 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. 1998 Stock Option 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       Proposed       Amount of
   Title of         Amount to be        maximum        maximum      registration
securities to be    registered(1)      offering       aggregate         fee
  registered                        price per unit  offering price        
                                              
Common Stock (par                                                         
value $.01 per                      
share) ..........  2,000,000 Shares $ 4.96875(2)   $9,937,500.00(2) $2,931.57(2)
Preferred Stock                                                           
Purchase Rights    2,000,000 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 May 5, 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, 1997 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, 1998 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, 1997; and

     (4)  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.

     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 May 12, 1998.

                                   McMoRan OIL & GAS CO.

                                   By:  /s/ Richard C. Adkerson
                                         Richard C. Adkerson
                                        Co-Chairman of the Board 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

        *              Director  and  Co-Chairman of the Board     May 12, 1998
James R. Moffett

/s/Richard C. Adkerson Director, Co-Chairman of the Board and      May 12, 1998
 Richard C. Adkerson          Chief Executive Officer
                          (Principal Executive Officer and
                             Principal Financial Officer)

        *                 Controller - Financial Reporting         May 12, 1998
C. Donald Whitmire, Jr.    (Principal Accounting Officer)

        *                       Director                           May 12, 1998
    Robert A. Day

        *                       Director                           May 12, 1998
    Gerald J. Ford

        *                       Director                           May 12, 1998
   B.M. Rankin, Jr.

*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.