8-K

                      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):  December 22, 1997



           FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP


            Delaware                 1-9164             72-1067072
                                                                   

    (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





           Freeport-McMoRan Resource Partners, Limited Partnership


Item 1. Changes in Control of Registrant.
        ---------------------------------

            On  December  22, 1997 Freeport-McMoRan Inc. (FTX), 51.6 percent
owner  and  Administrative  Managing  General  Partner  of  Freeport-McMoRan
Resource Partners, Limited Partnership  (FRP),  merged  into IMC Global Inc.
(IGL),  with  IGL as the surviving entity (the Merger).  As  a  result,  IGL
assumed 51.6 percent  ownership  and  became Administrative Managing General
Partner of FRP under the limited partnership agreement of FRP.

            As consideration for the Merger  FTX  stockholders received, for
each share of FTX common stock: (a) 0.9 shares of IGL common stock; (b) one-
third  of a warrant to purchase one share of IGL common  stock  for  $44.50,
expiring  December  22, 2000; and (c) approximately 0.2 of a share of common
stock of Freeport-McMoRan  Sulphur Inc., a newly-formed corporation to which
the sulphur business and certain  oil  and  gas  assets owned by FTX and IGL
have been transferred.  The aggregate value of the  merger  consideration to
be received by FTX shareholders, based on values at the announcement  of the
Merger August 26, 1997, was approximately $900 million .

Item 4. Changes in Registrant's Certifying Accountant
       -----------------------------------------------

      As  a  result of the Merger, Arthur Andersen LLP has been replaced  as
the principal  independent  auditor  of  FRP.   Effective December 22, 1997,
Ernst  &  Young  LLP  has been engaged by FRP to serve  as  the  independent
auditor of FRP's financial statements.

      The report of Arthur  Andersen  LLP on the financial statements of FRP
for  the past two years, which expressed  reliance  on  certain  audit  work
performed  by  Ernst & Young LLP relative to FRP's Joint Venture Interest in
IMC-Agrico Company, did not contain an adverse opinion or a disclaimer of an
opinion and was  not qualified or modified as to uncertainty, audit scope or
accounting principles.   During  FRP's  two most recent fiscal years and the
interim period ended September 30, 1997,  (i)  there  were  no disagreements
with  Arthur  Andersen  LLP  on  any  matter  of  accounting  principles  or
practices, financial statement disclosure or auditing scope or procedure and
(ii)  there were no "reportable events" (as defined in Rule 304(a)(1)(v)  of
Regulation S-K).

      FRP has presented a copy of this Form 8-K to Arthur Andersen LLP prior
to the  date  hereof.   The  letter  of Arthur Andersen LLP addressed to the
Securities  and  Exchange  Commission  stating   that  it  agrees  with  the
statements made by FRP in this Form 8-K is filed as  an exhibit to this Form
8-K.

Item 7. Financial Statements and Exhibits
        ----------------------------------

            (c)   Exhibits.  The exhibits to this report  are  listed in the
                  Exhibit Index 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 RESOURCE PARTNERS,
                                          LIMITED PARTNERSHIP


                                    By:   /s/ Lynn F. White
                                       -------------------------------------   
                                        Lynn F. White, Duly Authorized Signer
                                        IMC Global Inc., as Administrative
                                        Managing General Partner



Date:  December 24, 1997



                                Exhibit Index


                                                               Sequentially
                                                                 Numbered
Number     Exhibit                                                 Page


99.1 News Release of FTX dated January 22, 1997.
99.2 Letter of Arthur Andersen LLP.

EX-99.1

Freeport-McMoRan Inc.
P.O. Box 61119
New Orleans, Louisiana  70161

      
      
      NEWS RELEASE
      NYSE Common Stock Symbol "FTX"


      Financial Contacts:                      Media Contact:
      Chris D. Sammons   Craig E. Saporito     Garland Robinette
      (504)582-4474      (504)582-4476         (504) 582-1627



                    FREEPORT-McMoRan INC. ANNOUNCES
             MERGER WITH IMC GLOBAL INC. EFFECTIVE TODAY

     NEW ORLEANS, LA., December 22, 1997 - Freeport-McMoRan
Inc. (NYSE: FTX) announced today that its stockholders at a
special meeting approved the merger of FTX and IMC Global Inc.
(NYSE: IGL), with IGL as the surviving entity.  The merger is
effective today, December 22, 1997, and FTX will cease trading
on the New York Stock Exchange at the close of business today.
     As previously announced, the terms of the merger provide
that each FTX stockholder receives, for each share of FTX
common stock, 0.90 of a share of IGL common stock and one-third
of a warrant to purchase IGL common stock.  Each whole warrant,
which will expire on December 22, 2000, will entitle the holder
to purchase one share of IGL common stock at an exercise price
of $44.50 per share.  Each FTX stockholder also receives, for
each share of FTX common stock, as part of the merger
consideration, approximately 0.2 of a share of a newly formed
company, Freeport-McMoRan Sulphur Inc. (NYSE: FSC).
Immediately prior to the IGL-FTX merger, the sulphur businesses
of IGL and Freeport-McMoRan Resource Partners, Limited
Partnership (NYSE: FRP), were transferred to FSC.  FSC shares
are being distributed to FRP unitholders and FTX stockholders
on a pro rata basis and are being listed and will begin trading
on the New York Stock Exchange under the symbol "FSC" on
December 23, 1997.  As a result of the merger, IGL has become
the administrative managing general partner of FRP.
    The exchange agent for FTX shares, American Stock Transfer
& Trust Company, will deliver IGL stock certificates, IGL
warrant certificates and FSC ownership statements (Direct
Registration Statements) to the FTX shareholders upon their
surrender of FTX stock certificates for exchange.  Information
regarding the surrender of FTX shares to American Stock
Transfer & Trust Company will be mailed to each FTX stockholder
on or about December 31, 1997.  Each FTX shareholder entitled
to receive fractional shares of IGL stock or FSC stock, or
fractional IGL warrants will receive cash in lieu of the
fractional interests.
    FSC ownership statements (Direct Registration Statements)
will be mailed to FRP unitholders on or about December 31,
1997.  Each FRP unitholder entitled to receive a fractional
share of FSC common stock will receive cash in lieu of the
fractional share.
     On December 23, 1997, FSC will begin operations as an
independent public company engaged in the mining, purchasing,
transporting, terminaling and marketing of sulphur, and the
production of related oil and gas reserves.

                              #    #    #

EX-99.2

                       [Arthur Andersen Letterhead]



December 23, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sirs:

We  have  read  Item  4 included in the attached Form 8-K dated
December  23,  1997  of  Freeport-McMoRan   Resource  Partners,
Limited  Partnership  to  be  filed  with  the  Securities  and
Exchange  Commission  and are in agreement with the  statements
contained therein.

Very truly yours,



/s/ Arthur Andersen LLP


Enclosure