MCMORAN EXPLORATION CO /DE/
8-K, 1998-12-01
CRUDE PETROLEUM & NATURAL GAS
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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):  November 17, 1998


                          McMoRan Exploration Co.
           (Exact name of registrant as specified in its charter)



        Delaware                001-07791              72-1424200
    (State or other         (Commission File         (IRS Employer
    jurisdiction of              Number)             Identification
    incorporation or                                    Number)
     organization)



                            1615 Poydras Street
                        New Orleans, Louisiana 70112
                  (Address of principal executive offices)

                               (504) 582-4000
            (Registrant's telephone number, including area code)




          Item 2.   Acquisition or Disposition of Assets

                On November 17,  1998, McMoRan Oil &  Gas Co. ("MOXY")  and
          Freeport-McMoRan Sulphur Inc. ("FSC")  each merged into  separate
          wholly owned  subsidiaries of  McMoRan Exploration  Co.  ("MMR"),
          pursuant to the Agreement and Plan of Mergers dated as of August 1,
          1998 (the "Merger Agreement") among MMR, FSC, MOXY and two wholly
          owned subsidiaries of MMR.  Pursuant to the Merger Agreement, (1)
          each outstanding share of MOXY Common Stock was converted into 0.20
          of a share of MMR Common Stock and (2) each outstanding share of
          FSC Common Stock was converted into 0.625 of a share of MMR Common
          Stock.

                The  other information  required  by  this  item  has  been
          previously reported by  MMR and  is included  or incorporated  by
          reference in the Joint Proxy Statement/Prospectus filed as part of   
          MMR's Registration Statement on Form S-4 (Registration No.333-61171).

          Item 7.  Financial Statements and Exhibits.

          (a)   The MMR financial statements that are required by this item
                have been previously  reported by  MOXY (MMR's  predecessor
                reporting entity for accounting  purposes) and by FSC  with
                respect to the business acquired. These financial statements  
                are  incorporated  by   reference  in   the  Joint   Proxy
                Statement/Prospectus filed  as part  of MMR's  Registration
                Statement on Form S-4 (Registration No. 333-61171).

          (b)   The  unaudited pro  forma  financial  statements  that  are
                required by this item have been previously reported by  MMR
                and are included  in the  Joint Proxy  Statement/Prospectus
                filed as part of MMR's  Registration Statement on Form  S-4
                (Registration No. 333-61171).



                                      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.
 
                                        McMoRan Exploration Co.

                                        By: /s/ C. Donald Whitmire
                                            -----------------------
                                            C. Donald Whitmire
                                            Vice  President & Controller -
                                            Financial Reporting
                                            (Authorized signatory)


          Date: December 1, 1998



                                        
          





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