COMMON STOCK                                  COMMON STOCK

                            [VIGNETTE]

NUMBER                                                                  SHARES

FSC

          Incorporated under the laws       CUSIP _____________________________
          of the State of Delaware          See Reverse for Certain Definitions


                  FREEPORT-MCMORAN SULPHUR INC.

          THIS IS TO CERTIFY THAT




          IS THE OWNER OF

          FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF
          ONE CENT ($.01) PER SHARE, OF THE COMMON STOCK OF
          Freeport-McMoRan Sulphur Inc., transferable on the books of
          the Corporation by the holder hereof in person or by duly
          authorized attorney upon surrender of this certificate
          properly endorsed.  This certificate and the shares
          represented hereby are issued and shall be held subject to
          all the provisions of the Certificate of Incorporation, as
          amended, copies of which are on file with the Transfer
          Agent, to all of which the holder by acceptance hereof
          assents.  This certificate is not valid until countersigned
          and registered by the Transfer Agent and Registrar.

              Witness the seal of the Corporation and the signatures
          of its duly authorized officers.

          Dated        [SEAL OF FREEPORT-MCMORAN SULPHUR INC.]

          COUNTERSIGNED AND REGISTERED:
              MELLON SECURITIES TRUST COMPANY
                   (New York)    Transfer Agent         /s/ James R. Moffett 
                                 and Registrar          Co-Chairman of the Board


          By                                     /s/ Michael C. Kilanowski, Jr.
                        Authorized Signature                           Secretary






    The following abbreviations, when used in the inscription on the face of 
this certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:



                                                             
    TEN COM - as tenants in common            UNIF GIFT MIN ACT -      Custodian
    TEN ENT - as tenants by the entireties                        (Cust)        (Minor)
    JT TEN  - as joint tenants with right of                      under Uniform Gifts to Minors
              survivorship and not as tenants                     Act ____________
              in common                                                (State)

                   Additional abbreviations may also be used though not in the 
              above list.


       For value received, _______________ hereby sell, assign and transfer
       unto
       Please insert social security or other
         identifying number of assignee
       _________________________________

       _________________________________

                                                                       
       ______________________________________________________________________
          (Please print or typewrite name and address, including zip code, of
       assignee)

       ______________________________________________________________________

       ______________________________________________________________________

       _______________________________________________________________ shares
       of the capital stock represented by the within Certificate, and do
       hereby irrevocably constitute and appoint_____________________________
                                                                
       ________________________________Attorney to transfer the said stock 
       on the books of the within named Corporation with full power of 
       substitution in the premises.

       Dated _______________

         ____________________________________________________________________
                            
       NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME 
                AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
                WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


       Signature(s) Guaranteed:


       _____________________________________________________________
       THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR 
       INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND 
       CREDIT UNIONS WITH MEMBERSHIP IN ANY APPROVED SIGNATURE GUARANTEED 
       MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

       This certificate also evidences certain Rights as set forth in a
       Rights Agreement between Freeport-McMoRan Sulphur Inc. and Mellon
       Securities Trust Company, as Rights Agent dated as of _________ __, 1997
       (the "Rights Agreement"), the terms of which are hereby incorporated
       herein by reference and a copy of which is on file at the principal
       executive offices of the Corporation.  The Corporation will mail to
       the holder of this certificate a copy of the Rights Agreement without
       charge promptly after receipt of a written request therefor.  Under
       certain circumstances, as set forth in the Rights Agreement, such
       Rights may be evidenced by separate certificates and no longer be
       evidenced by this certificate, may be redeemed or exchanged or may
       expire.  As set forth in the Rights Agreement, Rights issued to, or
       held by, any Person who is, was or becomes an Acquiring Person or an
       Affiliate or Associate thereof (as such terms are defined in the
       Rights Agreement), whether currently held by or on behalf of such
       Person or by any subsequent holder, may be null and void.