Exhibit 10.11
                       [McMoRan Letterhead]

                        February 28, 1997


Mr. Robert M. Wohleber
Freeport-McMoRan Resource Partners
1615 Poydras Street
New Orleans, LA 70112

          re:  OCS Lease Sale No. 166

Dear Mr. Wohleber:

     This will confirm our telephone conversation whereby we
discussed  the  participation  of  Freeport-McMoRan Resource
Partners ("FMRP") in the several bids that McMoRan Oil & Gas
Co. ("MOXY") proposes to submit at the  captioned lease sale
to be held on March 5, 1997.  This letter agreement will not
apply  to  any  blocks  that  lie within an area  of  mutual
interest between MOXY and CoEnergy Central Exploration, Inc.
FMRP has agreed to participate  in such proposed bids on the
following basis:

     1.   Any  lease acquired by such  bids  will  be  owned
          equally by MOXY and FMRP.

     2.   FMRP will  bear  60% and MOXY will bear 40% of all
          costs  involved in  generating  such  bids  and/or
          acquiring leases thereon.  Such costs will include
          related    general   and   administrative   costs,
          geological and  geophysical  costs  and  the bonus
          cost  and  first  year  rental  of  any  leases so
          acquired at such lease sale.

     3.   The  expenditure  anticipated  to  be incurred  in
          attempting to acquire these leases is estimated to
          be   in  the  range  of  $9,000,000.00  and   such
          expenditure   shall   not   exceed  $10,000,000.00
          without further review by FMRP.

     4.   The cost and ownership relating  to  these  leases
          will  be  handled in substantially the same manner
          as  set  forth   in   the   proposed   MOXY   1997
          Participating  Agreement  for  the  acquisition of
          leasehold  interests,  copy of which agreement  we
          recently provided to Roger Baker.

     5.   FMRP  will promptly reimburse  MOXY  for  its  60%
          share of the costs and expenses described above.

     6.   Notwithstanding  the foregoing, if MOXY acquires a
          lease  with  a  third   party,   the   rights  and
          obligations  of  FMRP  as  to  such lease will  be
          reduced in proportion to the interest  acquired by
          such third party.

     If  this  is  in  accordance  with  your understanding,
please so indicate by signing and returning  to  us one copy
of this letter agreement.

                              McMoRan Oil & Gas Co.

                              By:     /s/ Glenn A.  Kleinert
                                   __________________________
                                          Glenn A. Kleinert


Agreed to and accepted this 1st
day of March 1997


Freeport-McMoRan Resource Partners

By:    /s/  Robert M. Wohleber        By:   /s/  Rene Latiolais
     _____________________________       __________________________
            Robert M. Wohleber                 Rene Latiolais