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MMR SEC Response letter 4-19-05

Jones
Walker Letterhead

April 19,
2005

      Securities
      and Exchange Commission

      450
      Fifth Street, N.W.

      Judiciary
      Plaza

      Washington,
      D.C. 20549-0405

      Attention:   H.
      Roger Schwall

                            Mellissa
      C. Duru

      James
      Murphy

       Tangela
      Richter

        Re: McMoRan
Exploration Co.

Form
S-3/A filed March 29, 2005

File No.
333-121779

Form 10-K
for the fiscal year ended December 31, 2004

Filed
March 15, 2005

Response
Letter dated March 18, 2005

Ladies
and Gentlemen:

On behalf
of McMoRan Exploration Co. (“McMoRan”), we are submitting this letter in
response to the comments received from the Commission’s staff (the “Staff”) by
facsimile on April 13, 2005, with respect to our previous response letter to you
dated March 18, 2005, in connection with the above-captioned registration
statement and with respect to our Form 10-K for the fiscal year ended December
31, 2004.

We have
numbered and reproduced below the full text of the Staff’s comments in italics,
each of which is followed by McMoRan’s response.

Form
S-3

Selling
Securityholders, page 46

Comment
1: We
note your response to our prior comment 2 and the revised disclosure pertaining
to JP Morgan Securities Inc. (“JP Morgan”) contained in footnote (n) to the
Selling Securityholder table. The revisions do not clarify that JP Morgan is an
underwriter. Based on your response, it would appear that the registrable
securities received by JP Morgan were not a part of the “customary compensation”
provided to JP Morgan as compensation for underwriting activities. As such, it
appears that JP Morgan should clearly be identified as an underwriter in the
prospectus. Please revise or advise.

Response
1: McMoRan
will comply with this comment by filing Pre-Effective Amendment No. 3 to clarify
that JP Morgan Securities Inc. is an “underwriter” within the meaning of Section
2(a)(11) of the Securities Act under the interpretations of the Securities and
Exchange Commission. See the
attached “Selling Securityholders” section of the Form S-3, marked to reflect
revisions in accordance with this Comment 1.

Comment
2: Please
indicate whether SG Americas Securities, LLC received its shares as compensation
for underwriting activities. If SG Americas Securities, LLC did not receive the
registrable securities as compensation for underwriting activities, then as
noted in our prior comment 2, you will need to revise the disclosure to reflect
that SG Americas Securities LLC is an underwriter.

Response
2: McMoRan
will comply with this comment by filing Pre-Effective Amendment No. 3 to clarify
that SG Americas Securities, LLC acquired the registrable securities in the
ordinary course of business and that it is an “underwriter” within the meaning
of Section 2(a)(11) of the Securities Act under the interpretations of the
Securities and Exchange Commission. See the attached “Selling Securityholders”
section of the Form S-3, marked to reflect revisions in accordance with this
Comment 2.

Engineering
Comments

Form
10-K as of December 31, 2004

Oil
and Gas Operations

Comment
3: We
could not find the gross and net number of productive oil and gas wells that you
have. In future filings please include this disclosure. See Industry Guide 2 for
the further guidance.

Response
3: In
accordance with the requirements of SEC Industry Guide 2 “Disclosure of Oil and
Gas Operations,” paragraph 4 “Productive Wells And Acreage,” McMoRan will comply
with this comment by including a table in its future Form 10-K filings,
presenting the total gross and net productive wells, expressed separately for
oil and gas. Separate disclosure by geographic area is not required because all
of McMoRan’s oil and gas activities are currently in the Gulf of Mexico.

Supplementary
Oil and gas Information

Standardized
Measure of Discounted Future Net Cash Flows

Comment
4: We
note that you did not include future income taxes in the calculation of the
Standardized Measure. Supplementally, please explain to us why you believe your
methodology of calculation is correct.

Response
4: McMoRan
disclosed no future income taxes in the calculation of Standardized Measure
because McMoRan has cumulative tax loss carryforwards and other tax assets that
would more than offset the future income associated with our estimated proved
reserves at December 31, 2004. McMoRan will add this explanation to its
disclosure in future filings when the calculation of Standardized Measure
excludes income taxes.

_________________________

McMoRan
represents to the Commission and its Staff that McMoRan is responsible for the
adequacy and accuracy of the disclosure in its filings. McMoRan further
acknowledges that Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to
the filing. In addition, McMoRan will not assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Thank you
for your assistance with these matters. If you have any questions or comments,
please call me at your earliest convenience at (504) 582-8412.

Sincerely,

/s/
Douglas N. Currault II

Douglas
N. Currault II

Attachment

cc: Nancy D.
Parmelee
      Kathleen
L. Quirk
      C. Donald
Whitmire, Jr.

SELLING
SECURITYHOLDERS

We
originally issued the notes in a private placement in October 2004. The notes
were resold by the initial purchasers to qualified institutional buyers pursuant
to Rule 144A under the Securities Act in transactions exempt from registration
under the Securities Act. The notes and the shares of our common stock issuable
upon conversion of the notes that may be offered pursuant to this prospectus
will be offered by the selling securityholders, which may include their
transferees, distributees, pledgees or donees or their successors. The following
table sets forth certain information known to us as of the date of this
prospectus concerning the principal amount of notes beneficially owned by each
selling securityholder and the number of shares of our common stock issuable
upon conversion of the notes that may be offered from time to time pursuant to
this prospectus.

The
number of shares of our common stock shown in the table below assumes conversion
of the full principal amount of notes held by such holder at the initial
conversion rate of 60.3318 shares of common stock per $1,000 principal amount of
notes. This conversion rate is subject to adjustment upon the occurrence of
certain events (see “Description of the Notes - Conversion Rights”).
Accordingly, the shares of common stock issuable upon conversion of the notes
may increase or decrease from time to time. Under the terms of the indenture,
fractional shares will not be issued upon conversion of the notes; instead, cash
will be paid in lieu of any fractional shares based upon the market price of our
common stock on the last trading day before the date of conversion. As of
December 31, 2004, we had 24.3 million shares of our common stock
outstanding.

      Name

      Principal
      Amount

      At
      Maturity of

      Notes
      Beneficially

      Owned
      That May
Be Sold

      Percentage
      of

      Notes

      Outstanding(a)

      Number
      of Shares of

      Common
      Stock That

      May
      Be Sold

      Percentage
      of

      Common
      Stock

      Outstanding(b)

      Boilermakers
      Blacksmith Pension

      Trust
      (c)

      400,000

      *

      24,132

      *

      Chrysler
      Corporation Master Retirement

      Trust
      (d)

      2,545,000

      1.82%

      153,544

      *

      CNHCA
      Master Account, LP (e)

      100,000

      *

      6,033

      *

      DKR
      Saturn Event Driven Holding Fund

      Ltd.
      (f)

      20,500,000

      14.64%

      1,236,802

      4.84%

      DKR
      Saturn Multi-Strategy Holding  Fund
      Ltd. (g)

      20,500,000

      14.64%

      1,236,802

      4.84%

      DKR
      SoundShore Strategic Holding  Fund
      Ltd. (h)

      6,000,000

      4.29%

      361,990

      1.47%

      F.M.
      Kirby Foundation, Inc. (d)

      395,000

      *

      23,831

      *

      Fidelity
      Management Trust Company (i)

      20,000

      *

      1,206

      *

      Fidelity
      Puritan Trust: Fidelity Balanced  Fund
      (j)

      1,980,000

      1.41%

      119,457

      *

      FrontPoint
      Convertible Arbitrage

      Fund,
      L.P. (k)

      5,500,000

      3.93%

      331,825

      1.35%

      Grace
      Brothers, Ltd. (l)

      1,000,000

      *

      60,331

      *

      Grace
      Convertible Arbitrage Fund,

      Ltd.
      (l)

      4,100,000

      2.93%

      247,360

      1.01%

      HFR
      CA Select Fund (m)

      750,000

      *

      45,248

      *

      Institutional
      Benchmarks Master

      Fund
      Ltd. (m)

      1,750,000

      1.25%

      105,580

      *

      International
      Truck & Engine  Corporation
      Non-Contributory  Retirement
      Plan Trust (d)

      290,000

      *

      17,496

      *

      International
      Truck & Engine  Corporation
      Retiree Health Benefit  Trust
      (d)

      115,000

      *

      6,938

      *

      International
      Truck & Engine  Corporation
      Retirement Plan for  Salaried
      Employees Trust (d)

      275,000

      *

      16,591

      *

      JP
      Morgan Securities Inc. (n)

      350,000

      *

      21,116

      *

      MLQA
      Convertible Securities Arbitrage

      Ltd.
      (o)

      800,000

      *

      48,265

      *

      Morgan
      Stanley Convertible Securities

      Trust
      (p)

      400,000

      *

      24,132

      *

      Motion
      Picture Industry Health Plan -  Active
      Member Fund (d)

      25,000

      *

      1,508

      *

      Motion
      Picture Industry Health Plan -  Retiree
      Member Fund (d)

      25,000

      *

      1,508

      *

      National
      Bank of Canada c/o Putnam  Lovell
      NBF Securities (q)

      1,000,000

      *

      60,331

      *

      OCM
      Convertible Trust (d)

      450,000

      *

      27,149

      *

      OCM
      Global Convertible Securities

      Fund
      (d)

      80,000

      *

      4,826

      *

      Partner
      Reinsurance Company Ltd. (d)

      450,000

      *

      27,149

      *

      Polaris
      Vega Fund L.P. (q)

      6,850,000

      4.89%

      413,273

      1.67%

      Qwest
      Occupational Health Trust (d)

      80,000

      *

      4,826

      *

      Sage
      Capital Management, LLC (s)

      3,350,000

      2.39%

      202,111

      *

      San
      Diego County Employee Retirement  Association
      (m)

      1,750,000

      1.25%

      105,580

      *

      SG
      Americas Securities, LLC (t)

      2,310,000

      1.65%

      139,366

      *

      State
      Employees’ Retirement Fund of the  State
      of Delaware (d)

      610,000

      *

      36,802

      *

      Sunrise
      Partners Limited Partnership (u)

      10,900,000

      7.79%

      657,616

      2.63%

      Tenor
      Opportunity Master Fund Ltd. (v)

      1,500,000

      1.07%

      90,497

      *

      Tribeca
      Global Convertible Investments  Ltd.
      (w)

      1,000,000

      *

      60,331

      *

      UnumProvident
      Corporation (d)

      305,000

      *

      18,401

      *

      Vanguard
      Convertible Securities

      Fund,
      Inc. (d)

      4,920,000

      3.51%

      296,832

      1.21%

      Wachovia
      Bank National Association  (x)

      11,000,000

      7.86%

      663,650

      2.66%

      Zazove
      Convertible Arbitrage Fund,

      L.P.
      (m)

      5,500,000

      3.93%

      33,825

      1.35%

      Zazove
      Hedged Convertible Fund, L.P.  (m)

      1,750,000

      1.25%

      105,580

      *

      Unnamed
      securityholders or any future  transferees,
      pledges, donees or  successors
      of or from and such  unnamed
      securityholders (y)

      18,440,000

      13.17%

      1,112,518

      4.37%

      Total

      140,000,000

      100.00%

      8,446,435

      25.77%

____________

      *

      Less
      than 1%.

(a) Based on
total notes outstanding in the aggregate principal amount of $140
million.

(b) Calculated
based upon 24,324,815 shares of common stock outstanding as of December 31,
2004. In calculating the percentage for each securityholder, we treated as
outstanding the number of shares of common stock issuable upon conversion of all
of that securityholder’s notes, but we did not assume conversion of any other
securityholder’s notes.

(c) Ann
Houlihan exercises voting and investment power over the selling securityholder.

(d) Oaktree
Capital Management, LLC (“Oaktree”) is the investment manager of the selling
securityholder and does not own any equity interest in the selling
securityholder, but has voting and dispositive power over the aggregate
principal amount of registrable securities. Lawrence Keele is a principal of
Oaktree and is the portfolio manager for the selling securityholder. Mr. Keele,
Oaktree and all employees and members of Oaktree disclaim beneficial ownership
of the registrable securities held by the selling securityholder, except for
their pecuniary interest therein. Oaktree is an affiliate of a registered
broker-dealer, OCM Investments LLC. Oaktree is the majority owner of OCM
Investments LLC. The selling securityholder acquired the registrable securities
in the ordinary course of business.

(e) CNH
Partners, LLC is the investment advisor of the selling securityholder and has
sole voting and dispositive power over the registrable securities. Investment
principals for the advisor are Robert Krail, Mark Mitchell and Todd Pulvino.

(f) DKR
Saturn Management Company L.P. is a registered investment adviser and as such,
is the investment manager to the selling securityholder. DKR Saturn Management
Company L.P. has dispositive and voting power over the registrable securities
and Ron Phillips has trading authority over the selling securityholder.

(g) DKR
Saturn Management L.P. is a registered investment adviser and as such, is the
investment manager to the selling securityholder. DKR Saturn Management L.P. has
dispositive and voting power over the registrable securities and Mike Cotton has
trading authority over the selling securityholder.

(h) DKR
Capital Partners L.P. is a registered investment adviser with the SEC and as
such, is the investment manager to the selling securityholder. DKR Capital
Partners L.P. has retained certain portfolio managers to act as the portfolio
manager to the selling securityholder and as such, certain portfolio managers
have shared dispositive and voting power over the securities. Doug Teresko has
trading authority over the selling securityholder.

(i) Shares
indicated as owned by such entity are owned directly by various private
investment accounts, primarily employee benefit plans for which Fidelity
Management Trust Company (“FMTC”) serves as trustee or managing agent. FMTC is a
wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of
the Securities Exchange Act of 1934, as amended. FMTC is the beneficial owner of
50,900 shares of the common stock outstanding of the Company as a result of its
serving as investment manager of the institutional account(s). Edward C. Johnson
3d and FMR Corp., through its control of Fidelity Management Trust Company, each
has sole dispositive power over the shares and sole power to vote or to direct
the voting of the shares of Common Stock owned by the institutional account(s)
as reported