FREEPORT MCMORAN INC
8-K, 1995-01-18
AGRICULTURAL CHEMICALS
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                                  SECURITIES AND EXCHANGE COMMISSION

                                        Washington, D.C.  20549
                                                         


                                               FORM 8-K

                                            CURRENT REPORT

                                Pursuant to Section 13 or 15(d) of the

                                    Securities Exchange Act of 1934

                          Date of Report (Date of earliest event reported):  
                                           January 3, 1995



                                         FREEPORT-McMoRan INC.


                 Delaware                 1-8124                   13-3051048
                                                                              

              (State or other           (Commission               (IRS Employer
              jurisdiction of           File Number)              Identification
              incorporation or                                    Number)
              organization)

                          1615 Poydras Street, New Orleans, Louisiana  70112

                         Registrant's telephone number, including area code:  
                                            (504) 582-4000<PAGE>


                                         Freeport-McMoRan Inc.


     Item 2.     Acquisition or Disposition of Assets.

                 On January 4, 1995, Freeport-McMoRan Resource Partners, Limited
     Partnership (FRP), a Delaware limited partnership and a 51.4 percent owned
     affiliate of Freeport-McMoRan Inc. (FTX), acquired essentially all of the
     domestic assets of Pennzoil Sulphur Company, a division of Pennzoil Company
     effective January 1, 1995. 


     Item 7.     Financial Statements and Exhibits.

              (a)   Financial statements of business acquired.  It is
                    impracticable to provide the audited financial statements of
                    the business acquired required with respect to the
                    transaction described in Item 2 with this Report.  Such
                    audited financial statements will be filed in an amendment
                    to this Report as soon as practicable and in no event later
                    than 60 days after the date upon which a Report relating to
                    the transaction described in Item 2 is required to be filed.

              (b)   Pro forma financial information.  It is impracticable to
                    provide pro forma financial information with respect to the
                    transaction described in Item 2 with the Report.  Such pro
                    forma financial information will be filed in an amendment to
                    this Report as soon as practicable and in no event later
                    than 60 days after the date upon which a Report relating to
                    the transaction described in Item 2 is required to be filed.

              (c)   Exhibits.  The exhibits to this report are listed in the
                    Exhibit Index appearing on page E-1 hereof.



                                               SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf by
  the undersigned, thereunto duly authorized.


                                         FREEPORT-McMoRan INC.


                                         By:     /s/  John T. Eads
                                             ---------------------
                                                      John T. Eads
                                             Assistant Vice President &
                                             Controller - Financial Reporting

  Date:  January 18, 1995

                                           

                                             Exhibit Index


                                                                   Sequentially
                                                                     Numbered
    Number     Exhibit                                                 Page    

      2.1      Asset Purchase Agreement dated as of October 22, 
               1994 between Freeport-McMoRan Resource Partners,
               Limited Partnership (FRP) and Pennzoil Company
               (the Asset Purchase Agreement).  Incorporated 
               by reference to Exhibit 2.1 to the Current 
               Report on Form 8-K of FRP dated January 18, 1995.


      2.2      Amendment No. 1 to the Asset Purchase Agreement.  
               Incorporated by reference to Exhibit 2.2 to the 
               Current Report on Form 8-K of FRP dated January
               18, 1995.


     99.1      News Release of FRP dated January 4, 1995.  
               Incorporated by reference to Exhibit 99.1 to the 
               Current Report on Form 8-K of FRP dated January 18, 1995. 


                                                 


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