As  filed  with  the  Securities  and Exchange Commission on
                       May 18, 1998. Registration No. 333-


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

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933
                                 __________
                           STRATUS 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)


               STRATUS PROPERTIES INC. 1998 STOCK OPTION PLAN
                          (Full title of the plan)
                                 __________

                                JOHN G. AMATO
                               GENERAL COUNSEL
                            STRATUS 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

<TABLE>
<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).....................   850,000 Shares           $6.1875(2)               $5,259,375.00(2)         $1,551.52(2)
Preferred Stock Purchase                                                            
Rights.........................   850,000 Rights            $--.--(3)               $       --.--(3)         $   --.--(3)
</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  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 14, 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.





<PAGE>
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents,  which  have been filed by Stratus Properties
Inc. (formerly, 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
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  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.

<PAGE>


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.

     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.

<PAGE>

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.


<PAGE>
                                  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 18, 1998.

                                          Stratus Properties Inc.



                                          By: /S/ Richard C. Adkerson
                                              Richard C. Adkerson
                                              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


/S/Richard C. Adkerson     Director and Chairman of the Board      May 18, 1998
 Richard C. Adkerson

     *                     President and Chief Executive Officer   May 18, 1998
William H. Armstrong, III      (Principal Executive Officer)
                               (Principal Financial Officer)

     *                     Vice President and Controller           May 18, 1998
C. Donald Whitmire, Jr.    (Principal Accounting Officer)


     *                             Director                        May 18, 1998
James C. Leslie


     *                            Director                         May 18, 1998
Michael D. Madden



*By:  /S/ Richard C. Adkerson
     Richard C. Adkerson
      Attorney-in-Fact


<PAGE>
                                    EXHIBIT INDEX


                                                       
                                                 
<TABLE>
<CAPTION>                                                                      
                                                                               SEQUENTIALLY
EXHIBIT                                                                        NUMBERED
NUMBER                          DESCRIPTION OF EXHIBITS                        PAGE
<S>                             <C>                                            <C>


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.
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13967}]
{"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": "333-52995", "film-number": "98627705"}, "business-address": {"street1": "1615 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045825300"}}
As  filed  with  the  Securities  and Exchange Commission on
                       May 18, 1998. Registration No. 333-

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

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933
                                 __________
                           STRATUS 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)

               STRATUS PROPERTIES INC. 1998 STOCK OPTION PLAN
                          (Full title of the plan)
                                 __________

                                JOHN G. AMATO
                               GENERAL COUNSEL
                            STRATUS 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).....................   850,000 Shares           $6.1875(2)               $5,259,375.00(2)         $1,551.52(2)
Preferred Stock Purchase                                                            
Rights.........................   850,000 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 14, 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 Stratus Properties
Inc. (formerly, 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
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  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.

     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
May 18, 1998.

                                          Stratus Properties Inc.

                                          By: /S/ Richard C. Adkerson
                                              Richard C. Adkerson
                                              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

/S/Richard C. Adkerson     Director and Chairman of the Board      May 18, 1998
 Richard C. Adkerson

     *                     President and Chief Executive Officer   May 18, 1998
William H. Armstrong, III      (Principal Executive Officer)
                               (Principal Financial Officer)

     *                     Vice President and Controller           May 18, 1998
C. Donald Whitmire, Jr.    (Principal Accounting Officer)

     *                             Director                        May 18, 1998
James C. Leslie

     *                            Director                         May 18, 1998
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,  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.