As  filed  with  the  Securities  and  Exchange  Commission on August 24, 1999.
                                                     Registration No. 333-_____

===============================================================================


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

                                FORM S-8
                          REGISTRATION STATEMENT
                                 under
                         THE SECURITIES ACT OF 1933
                               __________
                     FREEPORT-MCMORAN COPPER & GOLD INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                               74-2480931
(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 COPPER & GOLD INC.
                         1999 STOCK INCENTIVE PLAN
                          (Full title of the plan)
                                 __________

                            RICHARD C. ADKERSON
                  PRESIDENT AND CHIEF OPERATING OFFICER
                   FREEPORT-MCMORAN COPPER & GOLD 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

<TABLE>
<CAPTION>
<S>                                   <C>                    <C>                 <C>                      <C>
========================================================================================================================
                                                             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
------------------------------------------------------------------------------------------------------------------------
Class A Common Stock (par
value $.10 per share).......          3,200,000 Shares       $ 15.15625(2)       $ 48,500,000.00(2)       $ 13,483.00(2)
Class B Common Stock (par
value $.10 per share).......            750,000 Shares       $ 16.93750(3)       $ 12,703,125.00(3)       $  3,531.47(3)
Class B Common Stock (par
value $.10 per share).......          4,050,000 Shares       $ 16.34375(4)       $ 66,192,187.50(4)       $ 18,401.43(4)
                                      ---------                                    -------------            ---------
Total Common Stock
(par value $.10 per share)..          8,000,000 Shares                           $127,395,312.50          $ 35,415.90
========================================================================================================================
</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) 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  Class  A Common Stock
    on the Composite Tape for New York Stock Exchange-Listed  Stocks on August
    19, 1999.
(3) Computed in accordance with  Rule 457(h) (1) under the Securities  Act  of
    1933, based on the price at which outstanding options may be exercised.
(4) 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 Class  B  Common
    Stock  on  the Composite Tape for New York Stock Exchange-Listed Stocks on
    August 19,1999.
===============================================================================

                              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
Copper  &  Gold  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, 1998 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, 1999 filed pursuant to Section 13 of the Exchange Act;

     (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999 filed pursuant to Section 13 of the Exchange Act;

     (4)  All  other reports filed by the Company pursuant to Section 13 of
the Exchange Act since December 31, 1998;

     (5)  The description of the Company's Class A Common Stock included in
the Company's Registration  Statement  on  Form  8-A  dated April 28, 1988,
filed  under  the Exchange Act, including any amendment thereto  or  report
filed for the purpose of updating such description; and

     (6)  The description of the Company's Class B Common Stock included in
the Company's Registration Statement on Form 8-A dated June 27, 1995, 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. 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.

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
August 24, 1999.

                                          FREEPORT-MCMORAN COPPER & GOLD INC.



                                          By:       /S/ James R. Moffett
                                               ------------------------------
                                                      James R. Moffett
                                                  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.

<TABLE>
<CAPTION>

       Signature                              Title                             Date
<S>                              <C>                                      <C>

/S/ James R. Moffett             Director, Chairman of the Board, and     August 24, 1999
----------------------------          Chief Executive Officer
    James R. Moffett               (Principal Executive Officer)

/S/ Stephen M. Jones             Senior Vice President and                August 24, 1999
----------------------------          Chief Financial Officer
    Stephen M. Jones               (Principal Financial Officer)

           *                     Vice President and Controller -          August 24, 1999
----------------------------          Financial Reporting
 C. Donald Whitmire, Jr.           (Principal Accounting Officer)

           *                               Director                       August 24, 1999
----------------------------
  Robert W. Bruce III

           *                               Director                       August 24, 1999
----------------------------
     Leon A. Davis

           *                               Director                       August 24, 1999
----------------------------
    Robert A. Day

           *                               Director                       August 24, 1999
----------------------------
  Oscar L. Groeneveld

           *                               Director                       August 24, 1999
----------------------------
  J. Bennett Johnston

           *                               Director                       August 24, 1999
----------------------------
  Henry A. Kissinger

           *                               Director                       August 24, 1999
----------------------------
  Bobby Lee Lackey

           *                               Director                       August 24, 1999
----------------------------
   Rene L. Latiolais

           *                               Director                       August 24, 1999
----------------------------
 Gabrielle K. McDonald

           *                               Director                       August 24, 1999
----------------------------
  George A. Mealey

           *                               Director                       August 24, 1999
----------------------------
  B.M. Rankin, Jr.

           *                               Director                       August 24, 1999
----------------------------
  J. Taylor Wharton

*  By: /S/ Stephen M. Jones
      ----------------------
           Stephen M. Jones
           Attorney-in-Fact
</TABLE>

                      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": 16758}]
{"company-data": {"conformed-name": "FREEPORT MCMORAN COPPER & GOLD INC", "cik": "0000831259", "assigned-sic": "1000", "irs-number": "742480931", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85803", "film-number": "99698268"}, "business-address": {"street1": "1615 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045824000"}, "former-company": {"former-conformed-name": "FREEPORT MCMORAN COPPER COMPANY INC", "date-changed": "19910114"}}
As  filed  with  the  Securities  and  Exchange  Commission on August 24, 1999.
                                                     Registration No. 333-_____

===============================================================================

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

                                FORM S-8
                          REGISTRATION STATEMENT
                                 under
                         THE SECURITIES ACT OF 1933
                               __________
                     FREEPORT-MCMORAN COPPER & GOLD INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                               74-2480931
(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 COPPER & GOLD INC.
                         1999 STOCK INCENTIVE PLAN
                          (Full title of the plan)
                                 __________

                            RICHARD C. ADKERSON
                  PRESIDENT AND CHIEF OPERATING OFFICER
                   FREEPORT-MCMORAN COPPER & GOLD 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           registered(1)              per unit         offering price              fee
------------------------------------------------------------------------------------------------------------------------
Class A Common Stock (par
value $.10 per share).......          3,200,000 Shares       $ 15.15625(2)       $ 48,500,000.00(2)       $ 13,483.00(2)
Class B Common Stock (par
value $.10 per share).......            750,000 Shares       $ 16.93750(3)       $ 12,703,125.00(3)       $  3,531.47(3)
Class B Common Stock (par
value $.10 per share).......          4,050,000 Shares       $ 16.34375(4)       $ 66,192,187.50(4)       $ 18,401.43(4)
                                      ---------                                    -------------            ---------
Total Common Stock
(par value $.10 per share)..          8,000,000 Shares                           $127,395,312.50          $ 35,415.90
========================================================================================================================
(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) 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  Class  A Common Stock
    on the Composite Tape for New York Stock Exchange-Listed  Stocks on August
    19, 1999.
(3) Computed in accordance with  Rule 457(h) (1) under the Securities  Act  of
    1933, based on the price at which outstanding options may be exercised.
(4) 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 Class  B  Common
    Stock  on  the Composite Tape for New York Stock Exchange-Listed Stocks on
    August 19,1999.
===============================================================================

                              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
Copper  &  Gold  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, 1998 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, 1999 filed pursuant to Section 13 of the Exchange Act;

     (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999 filed pursuant to Section 13 of the Exchange Act;

     (4)  All  other reports filed by the Company pursuant to Section 13 of
the Exchange Act since December 31, 1998;

     (5)  The description of the Company's Class A Common Stock included in
the Company's Registration  Statement  on  Form  8-A  dated April 28, 1988,
filed  under  the Exchange Act, including any amendment thereto  or  report
filed for the purpose of updating such description; and

     (6)  The description of the Company's Class B Common Stock included in
the Company's Registration Statement on Form 8-A dated June 27, 1995, 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. 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.

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
August 24, 1999.

                                          FREEPORT-MCMORAN COPPER & GOLD INC.

                                          By:       /S/ James R. Moffett
                                               ------------------------------
                                                      James R. Moffett
                                                  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
/S/ James R. Moffett             Director, Chairman of the Board, and     August 24, 1999
----------------------------          Chief Executive Officer
    James R. Moffett               (Principal Executive Officer)

/S/ Stephen M. Jones             Senior Vice President and                August 24, 1999
----------------------------          Chief Financial Officer
    Stephen M. Jones               (Principal Financial Officer)

           *                     Vice President and Controller -          August 24, 1999
----------------------------          Financial Reporting
 C. Donald Whitmire, Jr.           (Principal Accounting Officer)

           *                               Director                       August 24, 1999
----------------------------
  Robert W. Bruce III

           *                               Director                       August 24, 1999
----------------------------
     Leon A. Davis

           *                               Director                       August 24, 1999
----------------------------
    Robert A. Day

           *                               Director                       August 24, 1999
----------------------------
  Oscar L. Groeneveld

           *                               Director                       August 24, 1999
----------------------------
  J. Bennett Johnston

           *                               Director                       August 24, 1999
----------------------------
  Henry A. Kissinger

           *                               Director                       August 24, 1999
----------------------------
  Bobby Lee Lackey

           *                               Director                       August 24, 1999
----------------------------
   Rene L. Latiolais

           *                               Director                       August 24, 1999
----------------------------
 Gabrielle K. McDonald

           *                               Director                       August 24, 1999
----------------------------
  George A. Mealey

           *                               Director                       August 24, 1999
----------------------------
  B.M. Rankin, Jr.

           *                               Director                       August 24, 1999
----------------------------
  J. Taylor Wharton

*  By: /S/ Stephen M. Jones
      ----------------------
           Stephen M. Jones
           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.