SecProbe.io

CORRESP
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corresp

October 7, 2005

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Mellissa Campbell Duru

Timothy Levenberg

H. Roger Schwall

    Re:

    McMoRan Exploration Co.

Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed on

August 10, 2005

File No. 333-121779

Ladies and Gentlemen:

     On behalf of McMoRan Exploration Co. (“McMoRan”), we are submitting this letter in response to
the comment received from the Commission’s staff (the “Staff”) by facsimile on September 8, 2005,
regarding McMoRan’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed on
August 10, 2005. We have reproduced below the full text of the Staff’s comment in italics, which
is followed by our response. We also note that our response reflects the points that we discussed
with Ms. Duru of the Staff on September 14, 2005.

Form S-3

Selling Securityholders, page 45

     Comment 1: The disclosure you provide in footnote (d) at page 46 is unclear. Revise
to identify clearly all selling securityholders who are underwriters.

     In that regard, identify all selling securityholders that are registered broker-dealers or
affiliates of registered broker-dealers. As for registered broker-dealers, indicate that such
selling stockholders are underwriters, unless such selling stockholder received its securities as
compensation for investment banking services. Similarly, with respect to any affiliate of a
registered broker-dealer, please disclose, if true, that such selling stockholder acquired its
shares in the ordinary course of business and at the time of the acquisition did not have any
arrangements or understandings with any person to distribute the securities. If not, you must
indicate that such stockholder is an underwriter.

     Response 1: McMoRan will revise and update footnote (d) at page 46 of Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 to clearly identify all selling

Securities and Exchange Commission

October 7, 2005

Page 2

securityholders who are underwriters. According to the McMoRan questionnaire submitted by each of
Aristeia Trading LLC and Aristeia International Limited, both dated June 10, 2005, at the time the
notes were acquired, (1) Aristeia Trading LLC was a registered broker dealer and (2) Aristeia
International Limited was neither a registered broker dealer nor an affiliate of a registered
broker dealer. Subsequent to McMoRan’s filing of Post-Effective Amendment No. 1 on August 10,
2005, Aristeia Trading LLC submitted an updated questionnaire to McMoRan dated September 13, 2005,
indicating that Aristeia Trading LLC is no longer a registered broker dealer. Moreover, Aristeia
Trading LLC is not an affiliate of a registered broker dealer. Accordingly, McMoRan will update
footnote (d) to reflect such change. See the attached “Selling Securityholders” section of
Post-Effective Amendment No. 2 to Form S-3, marked to reflect the updated information.

     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 (225) 248-2028.

    Sincerely,

    /s/ Douglas N. Currault II

    Douglas N. Currault II

    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 June 30, 2005, we had 24.7 million shares of our common stock outstanding.

    Principal Amount At

    Maturity of Notes

    Percentage of

    Number of Shares of

    Percentage of

    Beneficially Owned

    Notes

    Common Stock That

    Common Stock

    Name

    That May Be Sold

    Outstanding(a)

    May Be Sold

    Outstanding(b)

    American Investors Life Insurance
Company (c)

    400,000

    *

    24,132

    *

    Aristeia International Limited (d)

    15,908,000

    11.36
    %

    959,758

    3.75
    %

    Aristeia Trading LLC (e)

    3,017,000

    2.16
    %

    182,021

    *

    Boilermakers Blacksmith Pension
Trust (f)

    400,000

    *

    24,132

    *

    Chrysler Corporation Master Retirement
Trust (g)

    2,545,000

    1.82
    %

    153,544

    *

    CNHCA Master Account, LP (h)

    100,000

    *

    6,033

    *

    DBAG London (i)

    1,000,000

    *

    60,331

    *

    DKR Saturn Event Driven Holding Fund
Ltd. (j)

    19,500,000

    13.93
    %

    1,176,470

    4.55
    %

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

    7,950,000

    5.68
    %

    479,638

    1.91
    %

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

    395,000

    *

    23,831

    *

    Fidelity Management Trust
Company (l)

    20,000

    *

    1,206

    *

    Fidelity Puritan Trust: Fidelity
Balanced Fund (m)

    1,980,000

    1.41
    %

    119,457

    *

    FrontPoint Convertible Arbitrage
Fund, L.P. (n)

    5,500,000

    3.93
    %

    331,825

    1.33
    %

    Grace Brothers, Ltd. (o)

    400,000

    *

    24,132

    *

    Grace Convertible Arbitrage Fund,
Ltd. (o)

    4,100,000

    2.93
    %

    247,360

    *

    HFR CA Select Fund (p)

    750,000

    *

    45,248

    *

    Institutional Benchmarks Master
Fund Ltd. (p)

    1,750,000

    1.25
    %

    105,580

    *

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

    205,000

    *

    12,368

    *

    Principal Amount At

    Maturity of Notes

    Percentage of

    Number of Shares of

    Percentage of

    Beneficially Owned

    Notes

    Common Stock That

    Common Stock

    Name

    That May Be Sold

    Outstanding(a)

    May Be Sold

    Outstanding(b)

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

    115,000

    *

    6,938

    *

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

    110,000
    *

    6,636
    *

    MLQA Convertible Securities Arbitrage
Ltd. (q)

    800,000

    *

    48,265

    *

    Morgan Stanley Convertible Securities
Trust (r)

    400,000

    *

    24,132

    *

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

    1,000,000

    *

    60,331

    *

    OCM Convertible Trust (h)

    450,000

    *

    27,149

    *

    OCM Global Convertible Securities Fund
(h)

    80,000

    *

    4,826

    *

    Partner Reinsurance Company
Ltd. (h)

    450,000

    *

    27,149

    *

    Qwest Occupational Health Trust (h)

    80,000

    *

    4,826

    *

    Sage Capital Management, LLC (t)

    3,350,000

    2.39
    %

    202,111

    *

    San Diego County Employee Retirement
Association (p)

    400,000

    *

    24,132

    *

    SG Americas Securities, LLC (u)

    2,310,000

    1.65
    %

    139,366

    *

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

    610,000

    *

    36,802

    *

    Sunrise Partners Limited
Partnership (v)

    10,400,000

    7.43
    %

    627,450

    2.48
    %

    TCW Group Inc. (w)

    3,635,000

    2.60
    %

    219,306

    *

    Tenor Opportunity Master
Fund Ltd. (x)

    1,500,000

    1.07
    %

    90,497

    *

    Tribeca Global Convertible Investments
Ltd. (y)

    1,000,000

    *

    60,331

    *

    UBS AG London F/B/O HES (z)

    2,000,000

    1.43
    %

    120,663

    *

    UnumProvident Corporation (h)

    240,000

    *

    14,479

    *

    Vanguard Convertible Securities
Fund, Inc. (h)

    4,920,000

    3.51
    %

    296,832

    1.19
    %

    Van Kampen Harbor Fund (aa)

    600,000

    *

    36,199

    *

    Wachovia Bank National Association (bb)

    11,000,000

    7.86
    %

    663,650

    2.62
    %

    Zazove Convertible Arbitrage Fund, L.P.
(p)

    1,500,000

    1.07
    %

    90,497

    *

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

    750,000

    *

    45,248

    *

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

    26,380,000

    18.84
    %

    1,591,553

    6.06
    %

    Subtotal (dd)

    113,620,000

    81.16
    %

    6,854,901

    21.76
    %

    Total

    140,000,000

    100.00
    %

    8,446,455

    25.52
    %

    *

    Less than 1%.

    (a)

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

    (b)

    Calculated based upon 24,653,925 shares of common stock outstanding as of June 30, 2005. 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)

    Thomas J. Ray, President and Chief Investment Officer of Inflective Asset Management, LLC,
the adviser, exercises voting and investment power over the selling securityholder.

    (d)

    Based on information that Aristeia International Limited provided to us as of June 10,
2005, and updated on September 13, 2005, Aristeia International Limited is neither a
registered broker dealer nor an affiliate of a registered broker dealer. Aristeia Capital
LLC, the investment manager of Aristeia International Limited, is jointly owned by Robert H.
Lynch Jr., Anthony Fragrella and Kevin Toner. [Comment 1]

    (e)

    Based on information that Aristeia Trading LLC provided to us as of June 10, 2005,
Aristeia Trading LLC is was a registered broker dealer and the registrable securities
were acquired in the ordinary course of business and not as compensation for investment
banking services. Accordingly, the selling securityholder is was an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act under the interpretations of the
Securities and Exchange Commission. However, based upon updated information that Aristeia
Trading LLC provided to us dated September 13, 2005, Aristeia Trading LLC is no longer a
registered broker dealer. Aristeia Advisors LLC, the investment manager of Aristeia
Trading LLC, is jointly owned by Robert H. Lynch Jr., Anthony Fragrella and Kevin Toner.
[Comment 1]

    (f)

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

    (g)

    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.

    (h)

    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.

    (i)

    The selling securityholder is an affiliate of a registered broker dealer and acquired the
registrable securities in the ordinary course of business, and at the time of the acquisition
did not have any arrangements or understandings with any person to distribute the securities.
Patrick Corrigan exercises voting and investment power over the selling securityholder.

    (j)

    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.

    (k)

    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.

    (l)

    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 above.

    (m)

    The selling securityholder is an affiliate of a broker-dealer and acquired the registrable
securities in the ordinary course of business, and at the time of the acquisition did not have
any arrangements or understandings with any person to distribute the securities. The selling
securityholder is a registered investment fund (the “Fund”) advised by Fidelity Management &
Research Company (“FMR Co.”), a registered investment adviser under the Investment Advisers
Act of 1940, as amended. FMR Co., a wholly-owned subsidiary of FMR Corp. and an investment
adviser registered under Section 203 of the Investment Advisers Act of 194