Item 3. Legal Proceedings. 	 -----------------
	 Although FRP may be from time to time involved in various legal proceedings of a character normally incident to the ordinary course of its businesses, FRP believes that potential liability in any such pending or threatened proceedings would not have a material adverse effect on the financial condition or results of operations of FRP. FRP, through FTX, maintains liability insurance to cover some, but not all, potential liabilities normally incident to the ordinary course of its businesses as well as other insurance coverages customary in its businesses, with such coverage limits as management deems prudent.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders. 	 ---------------------------------------------------
	 Not applicable.
				 PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related 	 Stockholder Matters. 	 -------------------------------------------------
	 The information set forth under the captions "FRP Units" and "Cash Distributions", on the inside back cover of FRP's 1993 Annual Report to unitholders is incorporated herein by reference. As of March 10, 1994, there were approximately 18,606 record holders of FRP Units.
Item 6.
Item 6. Selected Financial Data. 	 -----------------------
	 The information set forth under the caption "Selected Financial and Operating Data" on page 13 of FRP's 1993 Annual Report to unitholders is incorporated herein by reference.
	 FRP's ratio of earnings to fixed charges for each of the years 1989 through 1993, inclusive, was 4.8x, 16.5x, 4.4x, 1.0x and a shortfall of $233.5 million, respectively. For purposes of this calculation, earnings are income from continuing operations before fixed charges. Fixed charges are interest and that portion of rent deemed representative of interest.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition 	 and Results of Operations 	 -----------------------------------------------------------
IMC-AGRICO COMPANY Freeport-McMoRan Resource Partners, Limited Partnership (FRP) and IMC Fertilizer, Inc. (IMC) formed a joint venture (IMC-Agrico Company), effective July 1, 1993, for their respective phosphate fertilizer businesses, including phosphate rock and uranium. IMC-Agrico Company is governed by a policy committee having equal representation from each company and is managed by IMC. Combined annual savings of at least $95 million in production, marketing, and general and administrative costs are expected to result from this transaction, the full effect beginning by the end of the second year of operations. The operating efficiencies achievable by the joint venture should enable it to generate positive cash flow in a low-price environment, such as that experienced in 1993, and to be in a position to earn significant profits if product prices rise to historical levels. As discussed below and in Note 4 to the financial statements, significant restructuring charges were recorded in connection with this transaction.
As a result of the joint venture, FRP is engaged in the phosphate rock mining, fertilizer production, and uranium oxide extraction businesses only through IMC-Agrico Company. FRP will continue to operate its sulphur and oil businesses. FRP has varying sharing ratios in IMC-Agrico Company, as discussed in Note 2 to the financial statements, which were based on the projected contributions of FRP and IMC to the cash flow of the joint venture and on an equal sharing of the anticipated savings.
FRP transferred the assets it contributed to IMC-Agrico Company at their book carrying cost and proportionately consolidates its interest in IMC-Agrico Company. As a result, FRP's operating results subsequent to the formation of IMC-Agrico Company vary significantly in certain respects from those previously reported. Phosphate fertilizer realizations and unit production costs were fundamentally changed as the majority of the FRP contributed fertilizer production facilities are located on the Mississippi River, whereas the IMC contributed fertilizer production facilities are located in Florida. Fertilizer produced on the Mississippi River commands a higher sales price in the domestic market because of its proximity to markets; however, raw material transportation costs at the Florida facilities are lower for phosphate rock, partially offset by increased sulphur transportation costs.
1993 RESULTS OF OPERATIONS COMPARED WITH 1992 After discussions with the staff of the Securities and Exchange Commission (SEC), FRP is reclassifying certain expenses and accruals previously recorded in 1993 as restructuring and valuation of assets. In response to inquiries, FRP advised the SEC staff that $3.2 million originally reported as restructuring and valuation of assets represented the cumulative effect of changes in accounting principle resulting from the adoption of the new accounting policies that FRP considered preferable, as described in Note 1 to the financial statements. FRP also informed the SEC staff of the components of other charges included in the amount originally reported as restructuring and valuation of assets. FRP concluded that the reclassification and the related supplemental disclosures more accurately reflect the nature of these charges to 1993 net income in accordance with generally accepted accounting principles. These reclassifications had no impact on net income or net income per share.
FRP incurred a net loss of $246.1 million ($2.37 per unit) for 1993 compared with net income of $20.2 million ($.20 per unit) for 1992. Results for 1993 were adversely impacted by charges totaling $197.3 million ($1.90 per unit) related to (a) restructuring the administrative organization at Freeport-McMoRan Inc. (FTX), the general partner of FRP (Note 4), (b) asset sales/recoverability charges (Note 4), (c) adjustments to general and administrative expenses and production and delivery costs discussed below, and (d) changes in accounting principle, discussed further in Note 1 to the financial statements. Excluding these items, 1993 earnings were lower reflecting significant decreases in phosphate fertilizer, phosphate rock, sulphur, and oil revenues, primarily due to reduced sales volumes and average market prices for these products (see Selected Financial and Operating Data). Depreciation and amortization expense declined primarily because of reduced sales volumes. The reduction in general and administrative expenses reflects the benefits from the 1993 restructuring activities, partially offset by charges resulting from the restructuring project discussed below. Interest expense increased, as no interest was capitalized subsequent to the Main Pass sulphur operations becoming operational for accounting purposes in July 1993.
Restructuring Activities. During the second quarter of 1993, FTX undertook a restructuring of its administrative organization. This restructuring represented a major step by FTX to lower its costs of operating and administering its businesses in response to weak market prices of the commodities produced by its operating units. As part of this restructuring, FTX significantly reduced the number of employees engaged in administrative functions, changed its management information system (MIS) environment to achieve efficiencies, reduced its needs for office space, outsourced a number of administrative functions, and implemented other actions to lower costs. As a result of this restructuring process, which included the formation of IMC-Agrico Company, the level of FRP's administrative cost has been reduced substantially over what it would have been otherwise, which benefit will continue in the future. However, the restructuring process entailed incurring certain one-time costs by FTX, a portion of which were allocated to FRP pursuant to its management services agreement with FTX.
FRP's restructuring costs totaling $33.9 million, including $22.1 million allocated from FTX based on historical allocations, consisting of the following: $15.5 million for personnel related costs; $7.0 million relating to excess office space and furniture and fixtures resulting from the staff reduction; $1.8 million relating to the cost to downsize its computing and MIS structure; $8.8 million related to costs directly associated with the formation of IMC-Agrico Company; and $.8 million of deferred charges relating to FRP's credit facility which was substantially revised in June 1993. As of December 31, 1993, the remaining accrual for these restructuring costs totaled $3.1 million.
In connection with the restructuring project, FRP changed its accounting systems and undertook a detailed review of its accounting records and valuation of various assets and liabilities. As a result of this process, FRP recorded charges totaling $24.9 million, comprised of the following: (a) $10.0 million of production and delivery costs consisting of $6.3 million for revised estimates of environmental liabilities and $3.7 million primarily for adjustments in converting accounting systems, (b) $7.6 million of depreciation and amortization costs consisting of $6.5 million for estimated future abandonment and reclamation costs and $1.1 million for the write-down of miscellaneous properties, and (c) $7.3 million of general and administrative expenses consisting of $4.0 million to downsize FRP's computing and MIS structure and $3.3 million for the write-off of miscellaneous assets.
Agricultural Minerals Operations FRP's agricultural minerals segment, which includes its fertilizer, phosphate rock, and sulphur businesses, reported a loss of $55.9 million on revenues of $619.3 million for 1993 compared with earnings of $18.0 million on revenues of $799.0 million for 1992. Significant items impacting the segment earnings are as follows (in millions):
Agricultural minerals earnings - 1992 $ 18.0 Major increases (decreases) Sales volumes (67.4) Realizations (103.2) Other (9.1) 					 ------ Revenue variance (179.7) Cost of sales 81.4* General and administrative and other 24.4* 					 (73.9) 					 ------ Agricultural minerals earnings - 1993 $(55.9) 					 ======
- - - ------- * Includes $17.5 million in cost of sales and $7.3 million in general and administrative expenses resulting from the restructuring project discussed above.
Weak industrywide demand and changes attributable to FRP's participation in IMC-Agrico Company resulted in FRP's 1993 reported sales volumes for diammonium phosphate (DAP), its principal fertilizer product, declining 17 percent from that of a year-ago. The weakness in the phosphate fertilizer market prompted IMC-Agrico Company to make strategic curtailments in its phosphate fertilizer production. However, late in the year increased export purchases contributed to a rise in market prices, helping to rekindle domestic buying interests which had been unwilling to make purchase commitments. The increased demand, coupled with low industrywide production levels, caused reduced inventory levels. Late in 1993, IMC-Agrico Company increased its production levels in response to the improving markets and projected domestic and international demand for its fertilizer products. Unit production cost, excluding $17.5 million of changes related to the restructuring project, declined from 1992 reflecting initial production efficiencies from the joint venture, reduced raw material costs for sulphur, and lower phosphate rock mining expenses, partially offset by increased natural gas costs and lower production volumes. FRP's realization for DAP was lower reflecting the near 20-year low prices realized during 1993 as well as an increase in the lower-priced Florida sales by IMC-Agrico Company.
FRP believes that the outlook for 1994 is for improved prices caused by more normal market demand. Spot market prices improved from a low of nearly $100 per short ton of DAP (central Florida) in July 1993 to just over $140 per ton by year end. Industry inventories at year end were below average levels, despite a fourth quarter rebound in industry production. Export demand is expected to remain at more normal levels during the first half of 1994, with China, India, and Pakistan expected to be active purchasers. Additionally, domestic phosphate fertilizer demand is expected to benefit from increased corn acreage planted due to lower government set- asides and to increased fertilizer application rates necessitated by the widespread flooding that caused a depletion of nutrients in a number of midwestern states.
FRP's proportionate share of the larger IMC-Agrico Company phosphate rock operation caused 1993 sales volumes to increase from 1992, with IMC- Agrico Company operating its most efficient facilities to minimize costs.
Combined sulphur production from the Caminada and Main Pass mines increased compared with 1992; however, sales volumes declined 16 percent, primarily because of reduced purchases by IMC-Agrico Company resulting from its curtailed fertilizer production. Due to the significant decline in the market price of sulphur, FRP recorded a second-quarter 1993 noncash charge to earnings (not included in segment earnings) for the excess of capitalized cost over expected realization of its non-Main Pass sulphur assets, primarily the Caminada sulphur mine (Note 4). Due to significant improvements in Main Pass sulphur production, FRP ceased the marginally profitable Caminada operations in January 1994. The shutdown of Caminada will have no material impact on FRP's reported earnings. Although reduced global demand has forced production cutbacks worldwide, sulphur prices remain depressed. A rebound in price is not expected until demand improves.
At Main Pass, sulphur production increased significantly during 1993 and achieved, on schedule, full design operating rates of 5,500 tons per day (approximately 2 million tons per year) in December 1993 and has since sustained production at or above that level. As a result of the production increases, Main Pass sulphur became operational for accounting purposes beginning July 1, 1993. Recognizing Main Pass sulphur operations in income and discontinuing associated capitalized interest did not affect cash flow, but adversely affected reported operating results.
Oil Operation
				 1993 1992 				 ---- ---- Sales (barrels) 3,443,000 4,884,000 Average realized price $14.43 $15.91 Earnings (in millions) $(1.5) $4.6
Since completion of development drilling in mid-April 1993, oil production for the Main Pass joint venture (in which FRP owns a 58.3 percent interest) increased significantly, averaging over 20,000 barrels per day for December 1993. Production for 1994 is expected to approximate that of 1993 if water encroachment follows current trends, with the anticipated drilling of additional wells (estimated to cost FRP approximately $4 million) offsetting a production decline in existing wells. Due to the dramatic decline in oil prices at year-end, FRP recorded a $60.0 million charge to earnings (not included in segment earnings) reflecting the excess net book value of its Main Pass oil investment over the estimated future net cash flow to be received. Future price declines, increases in costs, or negative reserve revisions could result in an additional charge to future earnings.
CAPITAL RESOURCES AND LIQUIDITY
Net cash used in operating activities during 1993 was $2.9 million compared with $120.1 million net cash provided during 1992, due primarily to lower income from operations. Net cash provided by investing activities was $2.5 million compared with $209.9 million used for 1992, reflecting the reduced level of capital expenditures (following completion of Main Pass development expenditures and the cost efficiency program during 1992) and the proceeds from asset sales. Net cash provided by financing activities during 1993 was $17.8 million reflecting net borrowings of $139.0 million partially offset by lower distributions resulting from unpaid distributions to FTX since early-1992 (discussed below), compared with $93.1 million for 1992 which had a net reduction of borrowings totaling $186.2 million funded by $430.5 million in proceeds from the public sale of FRP units in February 1992.
Cash flow from operations for 1992 was $120.1 million compared with $106.5 million for 1991. Net cash used in investing activities declined to $209.9 million from $346.9 million in 1991, due primarily to reduced capital expenditures. Net cash provided by financing activities declined to $93.1 million in 1992 from $243.5 million in 1991, with 1991 including net borrowings of $421.2 million.
Publicly owned FRP units have cumulative rights to receive quarterly distributions of 60 cents per unit through the distribution for the quarter ending December 31, 1996 (the Preference Period) before any distributions may be made to FTX. FRP has announced that beginning with the distribution for the fourth quarter of 1993 it no longer intends to supplement distributable cash with borrowings. Therefore, FRP's future distributions will be dependent on the distributions received from IMC-Agrico Company, which will primarily be determined by prices and sales volumes of its commodities and cost reductions achieved by its combined operations, and the future cash flow of FRP's oil and sulphur operations (including reclamation expenditures related to its non-Main Pass sulphur assets). On January 21, 1994, FRP declared a distribution of 60 cents per publicly held unit ($30.3 million) and 12 cents per FTX-owned unit ($6.2 million), payable February 15, 1994, bringing the total unpaid distribution due FTX to $239.2 million. Unpaid distributions due FTX will be recoverable from future FRP cash available for quarterly distributions as discussed in Note 3 to the financial statements. The January 1994 distribution included $30.9 million received from IMC-Agrico Company for its fourth-quarter 1993 distribution (including $9.3 million from working capital reductions) and $13.0 million in proceeds from the sale of certain previously mined phosphate rock acreage.
In September 1993, FTX agreed to manage for one year Fertiberia, S.L., the restructured phosphate and nitrogen fertilizer businesses of FESA Fertilizantos Espanoles, a wholly owned subsidiary of ERCROS, S.A., a Spanish conglomerate. FTX has assumed no financial obligations during this period. The goal of the management services agreement is to establish Fertiberia as a financially viable concern. If financial viability can be established, FRP has agreed to negotiate the acquisition of a controlling equity interest in Fertiberia.
In June 1993, FTX amended its credit agreement in which FRP participates, extending its maturity (Note 5). As of February 1, 1994, $425.0 million was available under the credit facility. To the extent FTX and its other subsidiaries incur additional debt, the amount available to FRP under the credit facility may be reduced. FRP believes that its short- term cash requirements will be met from internally generated funds and borrowings under its existing credit facility.
ENVIRONMENTAL
FTX and its affiliates, including FRP, have a history of commitment to environmental responsibility. Since the 1940s, long before public attention focused on the importance of maintaining environmental quality, FTX and its affiliates have conducted preoperational, bioassay, marine ecological, and other environmental surveys to ensure the environmental compatibility of its operations. FTX's Environmental Policy commits FTX and its affiliates' operations to full compliance with local, state, and federal laws and regulations, and prescribes the use of periodic environmental audits of all domestic facilities to evaluate compliance status and communicate that information to management. FTX has access to environmental specialists who have developed and implemented corporatewide environmental programs. FTX's operating units, including FRP, continue to study and implement methods to reduce discharges and emissions.
Federal legislation (sometimes referred to as "Superfund") requires payments for cleanup of certain abandoned waste disposal sites, even though such waste disposal activities were performed in compliance with regulations applicable at the time of disposal. Under the Superfund legislation, one party may, under certain circumstances, be required to bear more than its proportional share of cleanup costs at a site where it has responsibility pursuant to the legislation, if payments cannot be obtained from other responsible parties. Other legislation mandates cleanup of certain wastes at unabandoned sites. States also have regulatory programs that can mandate waste cleanup. Liability under these laws involves inherent uncertainties.
FRP has received notices from governmental agencies that it is one of many potentially responsible parties at certain sites under relevant federal and state environmental laws. Further, FRP is aware of additional sites for which it may receive such notices in the future. Some of these sites involve significant cleanup costs; however, at each of these sites other large and viable companies with equal or larger proportionate shares are among the potentially responsible parties. The ultimate settlement for such sites usually occurs several years subsequent to the receipt of notices identifying potentially responsible parties because of the many complex technical and financial issues associated with site cleanup. FRP believes that the aggregation of any costs associated with these potential liabilities will not exceed amounts accrued and expects that any costs would be incurred over a period of years.
FRP, through FTX, maintains insurance coverage in amounts deemed prudent for certain types of damages associated with environmental liabilities which arise from unexpected and unforeseen events and has an indemnification agreement covering certain acquired sites (Note 7).
FRP has made, and will continue to make, expenditures at its operations for protection of the environment. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls, which will be charged against income from future operations. Present and future environmental laws and regulations applicable to FRP's operations may require substantial capital expenditures and may affect its operations in other ways that cannot now be accurately predicted.
1992 RESULTS OF OPERATIONS COMPARED WITH 1991
FRP reported 1992 net income of $20.2 million ($.20 per unit) compared with $15.0 million ($.18 per unit) for 1991, which included an insurance settlement gain (Note 7) of $17.7 million ($.21 per unit) and a charge of $96.8 million ($1.16 per unit) to reflect the cumulative effect of the change in accounting principle for postretirement benefits other than pensions (Note 6). Excluding the nonrecurring items, income for 1992 was lower primarily because of reduced agricultural minerals and uranium earnings, partially offset by profitable Main Pass oil operations.
Revenues were virtually unchanged from 1991 with increases in oil and phosphate rock revenues partially offsetting a decrease in phosphate fertilizer revenues. Production and delivery costs as a percent of revenues declined due to increased oil production, which has lower production and delivery costs than FRP's other products. Depreciation and amortization expense rose primarily because of higher oil production, and general and administrative expenses increased due to the additional effort and support required by Main Pass. Interest costs of $19.1 million for 1992 and $23.3 million for 1991, associated primarily with Main Pass development, were capitalized.
Agricultural Minerals Operations Revenues and earnings for 1992 totaled $799.0 million and $18.0 million compared with $880.5 million and $78.9 million for 1991, respectively, reflecting weak market prices for phosphate fertilizers and sulphur. However, FRP's 1992 average unit production cost for phosphate fertilizers was lower than during 1991. Significant items impacting the segment earnings are as follows (in millions):
Agricultural minerals earnings - 1991 $ 78.9 Major increases (decreases) 	Sales volumes 27.0 	Realizations (107.8) 	Other (.7) 						 ------ 	 Revenue variance (81.5) 	Cost of sales 41.9 	General and administrative and other (21.3) 						 ------ 						 (60.9) 						 ------ Agricultural minerals earnings - 1992 $ 18.0 						 ======
Phosphate fertilizer sales volumes were slightly lower during 1992, whereas the average realization was 13 percent lower. Phosphate fertilizer realizations declined steadily throughout 1992 because of curtailed purchases by China, the largest single fertilizer importer, and supply and demand uncertainty in Europe, the former Soviet Union, and India. Also contributing to the decline in prices were lower raw material costs, most notably for sulphur, as producers in the weakening market passed along these cost savings to buyers in an attempt to preserve market share. FRP's phosphate rock and fertilizer facilities operated at or near capacity, with the 1992 phosphate fertilizer unit production cost averaging 7 percent less than during 1991 due to reduced raw material costs for sulphur and lower phosphate rock mining expenses, despite higher natural gas costs. Unit production cost also benefited during the latter part of 1992 as FRP completed a $60.0 million capital program to improve efficiency and lower costs.
Sulphur production and sales volumes for 1992 declined 8 percent and 7 percent, respectively, from 1991 as the Garden Island Bay and Grand Isle mines ceased production in 1991. However, production increased at the Caminada mine, which had a significantly lower unit production cost than either Garden Island Bay or Grand Isle had prior to depletion, resulting in an average sulphur unit production cost 7 percent lower than during 1991. FRP's 1992 sulphur realization reflects the price declines which occurred since mid-1991, as world sulphur markets were burdened by the collapse of the Soviet Union as well as by a further decline in demand in Western Europe. During 1992, several Canadian sulphur marketers built inventory rather than accept depressed prices; however, others intensified their efforts to sell into the important Tampa, Florida market.
Phosphate rock production and sales benefited from the capacity expansion completed in mid-1992 at one of FRP's two operated phosphate rock mines, and also reflect the output from FRP's Central Florida Pebbledale property, where sales began in July 1991 under a mining agreement with IMC.
Oil Operation 					1992 1991 				 --------- ------- Sales (barrels) 4,884,000 350,800 Average realized price $15.91 $13.34 Earnings (in millions) $4.6 $(.6)
Earnings for Main Pass, which initiated oil production in late 1991, benefited from FRP's marketing efforts, which alleviated earlier problems related to its high-sulphur oil, and high average production rates.
		 ______________________________________
The results of operations reported and summarized above are not necessarily indicative of future operating results.
Item 8.
Item 8. Financial Statements and Supplementary Data. 	 -------------------------------------------
	 The financial statements of FRP, the notes thereto and the report thereon of Arthur Andersen & Co., appearing on pages 20 through 32 inclusive, of FRP's 1993 Annual Report to unitholders, are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting 	 and Financial Disclosure. 	 -----------------------------------------------------------
	 Not applicable.
				 PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant. 	 --------------------------------------------------
	 FRP has no directors; instead, the general partners in FRP, FTX and FMRP Inc., perform comparable functions for FRP. In addition to the elected executive officers of FRP (the "Elected FRP Executive Officers"), certain employees of the general partners have management responsibilities with respect to FRP and are thus deemed by FRP to be executive officers of FRP (the "Designated FRP Executive Officers") for purposes of the federal securities laws.
	 The following table shows, as of March 15, 1994, the names, ages, positions with the general partners and principal occupations of the Elected FRP Executive Officers and the Designated FRP Executive Officers (collectively, the "FRP Executive Officers"):
Name Age Positions and Principal Occupations ---- --- -----------------------------------
Richard C. Adkerson 47 Senior Vice President of FTX.
John G. Amato 50 General Counsel of FRP. General Counsel of FTX. 			 Director of FMRP Inc.
Richard H. Block 43 Senior Vice President - Fertilizer Operations of 			 FRP. Senior Vice President of FTX.
R. Foster Duncan 40 Senior Vice President of FRP.
Thomas J. Egan 49 Senior Vice President of FTX.
Robert B. Foster 50 Senior Vice President - Sulphur Operations of 			 FRP.
Charles W. Goodyear 36 Senior Vice President - Finance and Accounting 			 and Chief Financial Officer of FRP. Senior Vice 			 President of FTX. Director of FMRP Inc.
W. Russell King 44 Senior Vice President of FTX.
Rene L. Latiolais 51 President and Chief Executive Officer of FRP. 			 Director, President, and Chief Operating 			 Officer of FTX. Director, Chairman of the Board, 			 and President of FMRP Inc.
George A. Mealey 60 Executive Vice President of FTX. Director, 			 President, and Chief Executive Officer of 			 Freeport-McMoRan Copper & Gold Inc., a subsidiary 			 of FTX.
James R. Moffett 55 Director, Chairman of the Board, and Chief 			 Executive Officer of FTX.
	 All of the individuals above, with the exceptions of Messrs. Adkerson, Amato, Duncan and Goodyear, have served FTX or FRP in various executive capacities for at least the last five years. Until 1989, Mr. Adkerson was a partner in Arthur Andersen & Co., an independent public accounting firm, Mr. Duncan was First Vice President and Manager-Corporate Finance of Howard Weil Labouisse Friedrichs Incorporated, a brokerage firm, and Mr. Goodyear was a Vice President of Kidder, Peabody & Co. Incorporated, an investment banking firm. During the past five years and prior to that period, Mr. Amato has been engaged in the private practice of law and has served as outside counsel to FTX and FRP.
	 All Elected FRP Executive Officers and all officers of FTX serve at the pleasure of the Board of Directors of FTX. All officers of FMRP Inc. serve at the pleasure of the Board of Directors of FMRP Inc.
	 According to (i) the Forms 3 and 4 and any amendments thereto filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 ("Section 16") and furnished to FRP during 1993 by persons subject to Section 16 at any time during 1993 with respect to securities of FRP ("FRP Section 16 Insiders"), (ii) the Forms 5 with respect to 1993 and any amendments thereto filed pursuant to Section 16 and furnished to FRP by FRP Section 16 Insiders, and (iii) the written representations from certain FRP Section 16 Insiders that no Form 5 with respect to the securities of FRP was required to be filed by such FRP Section 16 Insider, respectively, with respect to 1993, no FRP Section 16 Insider failed to file altogether or timely any Forms 3, 4, or 5 required by Section 16 with respect to the securities of FRP or to disclose on such Forms transactions required to be reported thereon.
Item 11.
Item 11. Executive Compensation. 	 ----------------------
	 FRP does not employ any of the FRP Executive Officers, nor does it compensate them for their services. The FRP Executive Officers are either employed or retained by FTX. The President and Chief Executive Officer of FRP, Rene L. Latiolais, is employed by FTX. The four most highly compensated FRP Executive Officers other than Mr. Latiolais are James R. Moffett, Richard H. Block, Charles W. Goodyear, and W. Russell King; they are also employed by FTX. The determination as to which FRP Executive Officers were the most highly compensated was made by reference to the total annual salary and bonus for 1993 of each of the FRP Executive Officers employed by FTX that was allocated to FRP by FTX pursuant to the FRP partnership agreement on the basis of time devoted to FRP activities.
	 The services of all the FRP Executive Officers and the services of the other officers of FRP are provided to FRP by FTX under the FRP partnership agreement. FRP reimburses FTX at FTX's cost, including allocated overhead, for such services. All the FRP Executive Officers are compensated exclusively by FTX for their services to FRP. All the FRP Executive Officers are eligible to participate in certain FTX benefit plans and programs. The total costs to FTX for the FRP Executive Officers, including the costs borne by FTX with respect to such plans and programs, are allocated to FRP, to the extent practicable, in proportion to the time spent by such FRP Executive Officers on FRP affairs. No other payment is made by FRP to FTX for providing such compensation and benefit plans and programs to the FRP Executive Officers.
	 Reference is made to the information set forth under the caption "Management" above and to the information set forth in Note 6 to the FRP Financial Statements.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners 	 and Management. 	 -----------------------------------------------
	 According to information furnished by the person known to FRP to be a beneficial owner of more than 5% of Partnership Units, the number of Partnership Units beneficially owned by such person as of December 31, 1993, was as follows:
				 Number of 				 Partnership Units Percent 				 Beneficially of Name and Address of Person Owned Class - - - -------------------------- ----------------- -------
Freeport-McMoRan Inc. 52,170,192(a) 50.8 1615 Poydras Street New Orleans, Louisiana 70112
_________ (a) These Partnership Units consist of 18,582 FRP Depositary Units and 52,151,610 FRP Unit Equivalents. FTX has sole voting and investment power with respect to such Partnership Units.
	 The other general partner in FRP, FMRP Inc., did not own beneficially any Partnership Units as of December 31, 1993.
	 According to information furnished by each of the Elected FRP Executive Officers and the Designated FRP Executive Officers (collectively, the "FRP Executive Officers"), the number of FRP Depositary Units and shares of FTX common stock ("FTX Shares") beneficially owned by each of them as of December 31, 1993, was as follows:
				 Number of Number of 			 FRP Depositary Units FTX Shares Name of Individual Beneficially Beneficially or Identity of Group Owned(a) Owned(a) - - - -------------------- -------------------- ------------
Richard H. Block 2,184 70,661(b) Charles W. Goodyear 0 188,597(b)(c) W. Russell King 990 64,119(b) Rene L. Latiolais 539(d) 517,590(b) James R. Moffett 65,439(e) 3,313,162(b)(e)
11 FRP Executive Officers as a group, including those persons named above 76,468(f) 5,033,771(f)
- - - -------- (a) Except as otherwise noted, the individuals referred to have sole voting and investment power with respect to such FRP Depositary Units and FTX Shares. With the exception of Mr. Moffett, who beneficially owns 2.3% of the outstanding FTX Shares, each of the individuals referred to holds less than 1% of the outstanding FRP Depositary Units and FTX Shares, respectively.
(b) Includes FTX Shares held by the trustee under the Employee Capital Accumulation Program of FTX, as follows: Mr. Block, 11,765 FTX Shares; Mr. Goodyear, 2,113 FTX Shares; Mr. King, 9,510 FTX Shares; Mr. Latiolais, 15,191 FTX Shares; Mr. Moffett, 21,293 FTX Shares; all FRP Executive Officers as a group (10 persons), 79,188 FTX Shares. Also includes FTX Shares that could be acquired within 60 days after December 31, 1993 upon the exercise of options granted pursuant to the employee stock option plans of FTX, as follows: Mr. Block, 58,896 FTX Shares; Mr. Goodyear, 186,420 FTX Shares; Mr. King, 19,168 FTX Shares; Mr. Latiolais, 332,426 FTX Shares; Mr. Moffett, 1,764,434 FTX Shares; all FRP Executive Officers as a group (11 persons), 3,079,436 FTX Shares.
(c) Includes 64 FTX Shares held in a retirement account for the benefit of Mr. Goodyear.
(d) Includes 405 FRP Depositary Units held for the benefit of Mr. Latiolais by the custodian under FRP's Depositary Unit Reinvestment Plan.
(e) Includes a total of 39,600 FRP Depositary Units and 214,648 FTX Shares held for the benefit of a trust with respect to which Mr. Moffett and an FRP Executive Officer, as co-trustees of such trust, have sole voting and investment power but have no beneficial interest therein. Mr. Moffett and such FRP Executive Officer disclaim beneficial ownership of such FRP Depositary Units and FTX Shares held for the benefit of such trust. Includes a total of 25,839 FRP Depositary Units and 85,140 FTX Shares held for the benefit of two trusts created by Mr. Moffett for the benefit of his two children, who are adults. An FRP Executive Officer and another individual, as co-trustees of the two trusts, have sole voting and investment power with respect to such FRP Depositary Units and FTX Shares held for the benefit of such trusts but have no beneficial interest therein. Mr. Moffett and such FRP Executive Officer disclaim beneficial ownership of such FRP Depositary Units and FTX Shares held for the benefit of such trusts. Includes a total of 88,000 FTX Shares held for the benefit of a trust created by Mr. Moffett for the benefit of an educational fund and his two children, who are adults. An FRP Executive Officer and another individual, as co-trustees of such trust, have sole voting and investment power with respect to such FTX Shares held for the benefit of such trust but have no beneficial interest therein. Mr. Moffett and such FRP Executive Officer disclaim beneficial ownership of such FTX Shares held for the benefit of such trust.
(f) See notes (b) through (e) above. Includes 724 FTX Shares that may be acquired upon the conversion of 6.55% Convertible Subordinated Notes due January 15, 2001 of FTX ("FTX Notes") held in trust for the benefit of one of the FRP Executive Officers, 2,682 FTX Shares that may be acquired upon the conversion of Zero Coupon Convertible Subordinated Debentures due 2006 of FTX held in trust for the benefit of such FRP Executive Officer, and 90 FTX Shares that may be acquired upon the conversion of FTX Notes held in trust for the benefit of the spouse of such FRP Executive Officer. Includes 6 FRP Depositary Units and 1,516 FTX Shares held in trust for the benefit of one of the FRP Executive Officers, 92 FTX Shares held in trust for the benefit of the spouse of such FRP Executive Officer as to which beneficial ownership is disclaimed, and 1,000 FTX Shares held by such FRP Executive Officer as custodian as to which beneficial ownership is disclaimed. These total numbers of FRP Depositary Units and FTX Shares represent less than 1% of the outstanding FRP Depositary Units and approximately 3.5% of the outstanding FTX Shares, respectively.
Item 13.
Item 13. Certain Relationships and Related Transactions. 	 ----------------------------------------------
	 Reference is made to the information set forth under the caption "Management" above, to the information set forth in Item 11 above and to the information set forth in Note 6 to the FRP Financial Statements.
				 PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. 	 ---------------------------------------------------------------
	 (a)(1), (a)(2), and (d). Financial Statements. Reference is made to the Index to Financial Statements appearing on page hereof.
	 (a)(3) and (c). Exhibits. Reference is made to the Exhibit Index beginning on page E-1 hereof.
	 (b). Reports on Form 8-K. No reports on Form 8-K were filed by the registrant during the fourth quarter of 1993.
				SIGNATURES
	 Pursuant to the requirements of Section 13 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, on March 29, 1994.
			 FREEPORT-McMoRan RESOURCE 			 PARTNERS, LIMITED PARTNERSHIP
			 By: FREEPORT-McMoRan INC., 				 Its Administrative Managing 				 General Partner
			 By: /s/ James R. Moffett 				 ---------------------------- 				 James R. Moffett 				 Chairman of the Board
	 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 29, 1994.
/s/ Rene L. Latiolais President and Chief Executive Officer - - - ----------------------- of Freeport-McMoRan Resource Rene L. Latiolais Partners, Limited Partnership and 			 Director of Freeport-McMoRan Inc. 			 (Principal Executive Officer)
/s/ Charles W. Goodyear Senior Vice President and Chief - - - ----------------------- Financial Officer of Freeport-McMoRan Charles W. Goodyear Resource Partners, Limited 			 Partnership 			 (Principal Financial Officer)
/s/ Nancy D. Bonner Vice President and Controller of - - - ----------------------- Freeport-McMoRan Resource Partners, Nancy D. Bonner Limited Partnership 			 (Principal Accounting Officer)
Robert W. Bruce III* Director of Freeport-McMoRan Inc.
Thomas B. Coleman* Director of Freeport-McMoRan Inc.
William H. Cunningham* Director of Freeport-McMoRan Inc.
Robert A. Day* Director of Freeport-McMoRan Inc.
William B. Harrison, Jr.* Director of Freeport-McMoRan Inc.
Henry A. Kissinger* Director of Freeport-McMoRan Inc.
Bobby Lee Lackey* Director of Freeport-McMoRan Inc.
Gabrielle K. McDonald* Director of Freeport-McMoRan Inc.
W. K. McWilliams, Jr.* Director of Freeport-McMoRan Inc.
/s/ James R. Moffett Director, Chairman of the Board - - - ----------------------- and Chief Executive Officer James R. Moffett of Freeport-McMoRan Inc.
George Putnam* Director of Freeport-McMoRan Inc.
B. M. Rankin, Jr.* Director of Freeport-McMoRan Inc.
Benno C. Schmidt* Director of Freeport-McMoRan Inc.
J. Taylor Wharton* Director of Freeport-McMoRan Inc.
Ward W. Woods, Jr.* Director of Freeport-McMoRan Inc.
*By: /s/ James R. Moffett ----------------------- 	 James R. Moffett 	 Attorney-in-Fact
The financial statements of FRP, the notes thereto, and the report thereon of Arthur Andersen & Co., appearing on pages 20 through 32, inclusive, of FRP's 1993 Annual Report to unitholders are incorporated by reference.
The financial statement schedules listed below should be read in conjunction with such financial statements contained in FRP's 1993 Annual Report to unitholders.
								 Page 								 ----
Report of Independent Public Accountants.........................F-1 III-Condensed Financial Information of Registrant................F-2 V-Property, Plant and Equipment..................................F-5 VI-Accumulated Depreciation and Amortization.....................F-6 VIII-Valuation and Qualifying Accounts...........................F-7 X-Supplementary Income Statement Information.....................F-8
Schedules other than those listed above have been omitted, since they are either not required, not applicable or the required information is included in the financial statements or notes thereof.
				* * *
		 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing standards, the financial statements as of December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993 included in Freeport-McMoRan Resource Partners, Limited Partnership's annual report to unitholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 25, 1994. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in the index above are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. The schedules for the years ended December 31, 1993, 1992 and 1991 have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
					 /s/ Arthur Andersen & Co. 					 ------------------------- 						 Arthur Andersen & Co.
New Orleans, Louisiana, January 25, 1994
	 FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT 			 BALANCE SHEETS
							 December 31, 							------------------- 							 1993 1992 							 ---- ---- 							 (In Thousands)
ASSETS Current assets: Cash and short-term investments $ 5,300 $ 7,099 Accounts receivable: Customers 6,193 50,399 Other 12,811 12,175 Inventories: Products 31,458 141,216 Materials and supplies 7,877 29,060 Prepaid expenses and other 273 22,214 						 ---------- ---------- Total current assets 63,912 262,163
Property, plant and equipment-net 532,927 1,074,332 Investment in IMC-Agrico Company 483,070 - Other assets 100,628 157,012 						 ---------- ---------- Total assets $1,180,537 $1,493,507 						 ========== ==========
LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable and accrued liabilities $ 37,175 $ 102,366 Current portion of long-term debt - 1,575 						 ---------- ---------- Total current liabilities 37,175 103,941 Long-term debt, less current portion 475,900 356,563 Reclamation and mine shutdown reserves 58,896 55,152 Accrued postretirement benefits and other liabilities 116,162 118,156 Partners' capital 492,404 859,695 						 ---------- ---------- Total liabilities and partners' capital $1,180,537 $1,493,507 						 ========== ==========
The footnotes contained in FRP's 1993 Annual Report to unitholders are an integral part of these statements.
	 FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT 			 STATEMENTS OF OPERATIONS
The footnotes contained in FRP's 1993 Annual Report to unitholders are an integral part of these statements.
	 FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT 			 STATEMENTS OF CASH FLOW
The footnotes contained in FRP's 1993 Annual Report to unitholders notes are an integral part of these statements.
	 FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP 		SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT 	 for the years ended December 31, 1993, 1992, and 1991
	 FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP 	 SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION 	 for the years ended December 31, 1993, 1992, and 1991
	 FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP 	 SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS 	 for the years ended December 31, 1993, 1992, and 1991
	 FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP 	 SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION 	 for the years ended December 31, 1993, 1992, and 1991
	 Freeport-McMoRan Resource Partners, Limited Partnership
			 Exhibit Index
								 Sequentially Exhibit Numbered Number Page - - - ------- ----------------
3.1 Amended and Restated Agreement of 	 Limited Partnership of FRP dated as 	 of May 29, 1987 (the "FRP Partnership 	 Agreement") among FTX, Freeport 	 Phosphate Rock Company and Geysers 	 Geothermal Company, as general 	 partners, and Freeport Minerals 	 Company, as general partner and 	 attorney-in-fact for the limited 	 partners, of FRP. Incorporated by 	 reference to Exhibit B to the 	 Prospectus dated May 29, 1987 	 included in FRP's Registration 	 Statement on Form S-1, as amended, as 	 filed with the Commission on May 29, 	 1987 (Registration No. 33-13513).
3.2 Amendment to the FRP Partnership 	 Agreement dated as of April 6, 1990 	 effected by FTX, as Administrative 	 Managing General Partner of FRP. 	 Incorporated by reference to Exhibit 	 19.3 to the Quarterly Report on Form 	 10-Q of FRP for the quarter ended 	 March 31, 1990 (the "FRP 1990 First 	 Quarter Form 10-Q").
3.3 Amendment to the FRP Partnership 	 Agreement dated as of January 27, 	 1992 between FTX, as Administrative 	 Managing General Partner, and FMRP 	 Inc., as Managing General Partner, of 	 FRP. Incorporated by reference to 	 Exhibit 3.3 to the Annual Report on 	 Form 10-K of FRP for the fiscal year 	 ended December 31, 1991 (the "FRP 	 1991 Form 10-K").
3.4 Amendment to the FRP Partnership 	 Agreement dated as of October 14, 	 1992 between FTX, as Administrative 	 Managing General Partner, and FMRP 	 Inc., as Managing General Partner, of 	 FRP. Incorporated by reference to 	 Exhibit 3.4 to the Annual Report on 	 Form 10-K of FRP for the fiscal year 	 ended December 31, 1992 (the "FRP 	 1992 Form 10-K").
3.5 Amended and Restated Certificate of 	 Limited Partnership of FRP dated June 	 12, 1986 (the "FRP Partnership 	 Certificate"). Incorporated by 	 reference to Exhibit 3.3 to FRP's 	 Registration Statement on Form S-1, 	 as amended, as filed with the 	 Commission on June 20, 1986 	 (Registration No. 33-5561).
3.6 Certificate of Amendment to the FRP 	 Partnership Certificate dated as of 	 January 12, 1989.
3.7 Certificate of Amendment to the FRP 	 Partnership Certificate dated as of 	 December 29, 1989. Incorporated by 	 reference to Exhibit 19.1 to the FRP 	 1990 First Quarter Form 10-Q.
3.8 Certificate of Amendment to the FRP 	 Partnership Certificate dated as of 	 April 12, 1990. Incorporated by 	 reference to Exhibit 19.4 to the FRP 	 1990 First Quarter Form 10-Q.
4.1 Deposit Agreement dated as of June 	 27, 1986 (the "Deposit Agreement") 	 among FRP, The Chase Manhattan Bank, 	 N.A. ("Chase") and Freeport Minerals 	 Company ("Freeport Minerals"), as 	 attorney-in-fact of those limited 	 partners and assignees holding 	 depositary receipts for units of 	 limited partnership interests in FRP 	 ("Depositary Receipts"). Incorporated 	 by reference to Exhibit 28.4 to the 	 Current Report on Form 8-K of FTX 	 dated July 11, 1986.
4.2 Resignation dated December 26, 1991 	 of Chase as Depositary under the 	 Deposit Agreement and appointment 	 dated December 27, 1991 of Mellon 	 Bank, N.A. ("Mellon") as successor 	 Depositary, effective January 1, 	 1992. Incorporated by reference to 	 Exhibit 4.5 to the FRP 1991 Form 	 10-K.
4.3 Service Agreement dated as of January 	 1, 1992 between FRP and Mellon 	 pursuant to which Mellon will serve 	 as Depositary under the Deposit 	 Agreement and Custodian under the 	 Custodial Agreement. Incorporated by 	 reference to Exhibit 4.6 to the FRP 	 1991 Form 10-K.
4.4 Amendment to the Deposit Agreement 	 dated as of November 18, 1992 between FRP and Mellon. 	 Incorporated by reference to Exhibit 4.4 to the 	 FRP 1992 Form 10-K.
4.5 Form of Depositary Receipt. 	 Incorporated by reference to Exhibit 	 4.5 to the FRP 1992 Form 10-K.
4.6 Custodial Agreement regarding the FRP 	 Depositary Unit Reinvestment Plan 	 among FTX, FRP and Chase, effective 	 as of April 1, 1987 (the "Custodial 	 Agreement"). Incorporated by refer- 	 ence to Exhibit 19.1 to the Quarterly 	 Report on Form 10-Q of FRP for the 	 quarter ended June 30, 1987.
4.7 FRP Depositary Unit Reinvestment 	 Plan. Incorporated by reference to 	 Exhibit 4.4 to the FRP 1991 Form 10-K.
4.8 Credit Agreement dated as of June 1, 	 1993 (the "FTX/FRP Credit Agreement") 	 among FTX, FRP, the several banks 	 which are parties thereto (the 	 "FTX/FRP Banks") and Chemical Bank, 	 as Agent (the "FTX/FRP Bank Agent").
4.9 First Amendment dated as of February 	 2, 1994 to the FTX/FRP Credit Agreement 	 among FTX, FRP, the FTX/FRP 	 Banks and the FTX/FRP Bank Agent.
4.10 Second Amendment dated as of March 1, 	 1994 to the FTX/FRP Credit Agreement 	 among FTX, FRP, the FTX/FRP Banks and 	 the FTX/FRP Bank Agent.
4.11 Subordinated Indenture as of October 	 26, 1990 between FRP and 	 Manufacturers Hanover Trust Company 	 ("MHTC") as the Trustee, relating to 	 $150,000,000 principal amount of 8 	 3/4% Senior Subordinated Notes due 	 2004 of FRP (the "Subordinated 	 Indenture").
4.12 First Supplemental Indenture dated as 	 of February 15, 1994 between FRP and 	 Chemical Bank, as Successor to MHTC, 	 as Trustee, to the Subordinated Indenture.
10.1 Contribution Agreement dated as of 	 April 5, 1993 between FRP and IMC 	 (the "FRP-IMC Contribution 	 Agreement"). Incorporated by 	 reference to Exhibit 2.1 to the 	 Current Report on Form 8-K of FRP 	 dated July 15, 1993 (the "FRP July 	 15, 1993 Form 8-K").
10.2 First Amendment dated as of July 1, 	 1993 to the FRP-IMC Contribution 	 Agreement. Incorporated by reference 	 to Exhibit 2.2 to the FRP July 15, 	 1993 Form 8-K.
10.3 Amended and Restated Partnership 	 Agreement dated as of July 1, 1993 	 among IMC-Agrico GP Company, Agrico, 	 Limited Partnership and IMC-Agrico MP 	 Inc. Incorporated by reference to 	 Exhibit 2.3 to the FRP July 15, 1993 	 Form 8-K.
10.4 Parent Agreement dated as of July 1, 	 1993 among IMC, FRP, FTX and IMC- 	 Agrico. Incorporated by reference to 	 Exhibit 2.4 to the FRP July 15, 1993 	 Form 8-K.
12.1 FRP Computation of Ratio of Earnings 	 to Fixed Charges.
13.1 Those portions of the 1993 Annual 	 Report to unitholders of FRP which 	 are incorporated herein by reference.
18.1 Letter of Arthur Andersen & Co. 	 concerning changes in accounting principles.
21.1 List of Subsidiaries of Freeport McMoRan 	 Resource Partners, Limited Partnership
23.1 Consent of Arthur Andersen & Co. 	 dated March 25, 1994.
24.1 Powers of Attorney pursuant to which 	 this report has been signed on behalf 	 of certain directors of FTX.