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
                                     __________
                                 FM Properties Inc.
              (Exact name of registrant as specified in its charter)

  Delaware                                                           72-1211572
(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)


      FM  Properties Inc. 1996 Stock Option Plan for Non-Employee Directors
                             (Full title of the plan)
                                    __________

                                  John G. Amato
                                 General Counsel
                                FM Properties 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      registered(1)         per unit              offering price                fee
  ___________________________     _______________    _________________      ____________________       ________________
  <S>                             <C>                <C>                    <C>                        <C>
  Common Stock (par value          
  $.01 per share)                  40,000 Shares     $    2.750(2)          $   110,000.00(2)          $   33.34(2)
  Common Stock (par value 
  $.01 per share)                 210,000 Shares     $    3.9375(3)         $   826,875.00(3)          $   250.57(3)
  Total Common Stock              250,000 Shares                            $   936,875.00             $   283.91

</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
     Nasdaq Stock Market on July 7, 1997.



                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents, which have been filed by FM Properties 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 
ecember 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 10 dated March 25, 1992, 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.

     The  Company has purchased from Reliance Insurance Company and  Executive  
Risk  Indemnity  Inc.  directors  and  officers liability  policies  with  a 
combined annual aggregate limit of $15,000,000 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, Carerre 
          & 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 July 10, 1997.

                                          FM Properties Inc.



                                          By:   /s/ Richard C. Adkerson

                                                    Richard C. Adkerson
                                                 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/ Richard C. Adkerson      Director, Chairman of the Board,    July 10, 1997
    Richard C. Adkerson        and Chief Executive Officer
                              (Principal Executive Officer)

            *                President, Chief Operating Officer, July 10, 1997
William H. Armstrong, III     and Chief Financial Officer
                              (Principal Financial Officer)

            *                Vice President and Controller       July 10, 1997
    William J. Blackwell     (Principal Accounting Officer)


            *                        Director                    July 10, 1997
      James C. Leslie


            *                        Director                    July 10, 1997
     Michael D. Madden



*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, Carerre & 
          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, Carerre & 
          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": 14033}]
{"company-data": {"conformed-name": "FM PROPERTIES INC", "cik": "0000885508", "assigned-sic": "6552", "irs-number": "721211572", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31059", "film-number": "97639137"}, "business-address": {"street1": "1615 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045825300"}}
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
                                     __________
                                 FM Properties Inc.
              (Exact name of registrant as specified in its charter)

  Delaware                                                           72-1211572
(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)

      FM  Properties Inc. 1996 Stock Option Plan for Non-Employee Directors
                             (Full title of the plan)
                                    __________

                                  John G. Amato
                                 General Counsel
                                FM Properties 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
  ___________________________     _______________    _________________      ____________________       ________________
Common Stock (par value          
  $.01 per share)                  40,000 Shares     $    2.750(2)          $   110,000.00(2)          $   33.34(2)
  Common Stock (par value 
  $.01 per share)                 210,000 Shares     $    3.9375(3)         $   826,875.00(3)          $   250.57(3)
  Total Common Stock              250,000 Shares                            $   936,875.00             $   283.91
(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
     Nasdaq Stock Market on July 7, 1997.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have been filed by FM Properties 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 
ecember 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 10 dated March 25, 1992, 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.

     The  Company has purchased from Reliance Insurance Company and  Executive  
Risk  Indemnity  Inc.  directors  and  officers liability  policies  with  a 
combined annual aggregate limit of $15,000,000 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, Carerre 
          & 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 July 10, 1997.

                                          FM Properties Inc.

                                          By:   /s/ Richard C. Adkerson

                                                    Richard C. Adkerson
                                                 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/ Richard C. Adkerson      Director, Chairman of the Board,    July 10, 1997
    Richard C. Adkerson        and Chief Executive Officer
                              (Principal Executive Officer)

            *                President, Chief Operating Officer, July 10, 1997
William H. Armstrong, III     and Chief Financial Officer
                              (Principal Financial Officer)

            *                Vice President and Controller       July 10, 1997
    William J. Blackwell     (Principal Accounting Officer)

            *                        Director                    July 10, 1997
      James C. Leslie

            *                        Director                    July 10, 1997
     Michael D. Madden

*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, Carerre & 
          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, Carerre & 
          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.