SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 1996

Commission File Number:  0-19989

FM Properties Inc.

Incorporated in Delaware                      72-1211572
(IRS Employer Identification No.)
1615 Poydras Street, New Orleans, Louisiana 70112

Registrant's telephone number, including area code: (504) 582-4000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X  No

On March 31, 1996, there were issued and outstanding 14,285,770 shares
of the registrant's Common Stock, par value $0.01 per share.

1

FM PROPERTIES INC.
TABLE OF CONTENTS

Page

Part I.  Financial Information

Financial Statements:

Condensed Balance Sheets                        3

Statements of Operations                        3

Statements of Cash Flow                         4

Notes to Financial Statements                   5

Remarks                                         6

Management's Discussion and Analysis
of Financial Condition and Results of Operations    7

Signature                                             9

Exhibit Index                                       E-1

2

FM PROPERTIES INC.

Part I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.

FM PROPERTIES INC.
CONDENSED BALANCE SHEETS
(Unaudited)

March 31,    December 31,
1996          1995
----------    ----------
(In Thousands)
ASSETS
Current assets:                                         
Accounts receivable and other        $       65    $      298
Income tax receivable                     2,693         2,693
Amounts receivable from the
Partnership                              1,709         1,505
----------    ----------
Total current assets                    4,467         4,496
Investment in the Partnership
(Note 1)                                55,536        56,401
----------    ----------
Total assets                         $   60,003    $   60,897
==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities                    $    1,374    $    1,374
Stockholders' equity                     58,629        59,523
----------    ----------
Total liabilities and
stockholders' equity                $   60,003    $   60,897
==========    ==========

STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended 
March 31,
-------------------------
1996         1995
-----------    ----------
(In Thousands, Except 
Per Share Amounts)

Loss from the Partnership (Note 1)   $     (865)   $   (2,131)
General and administrative expenses         (29)         (710)
-----------    -----------
Operating loss                             (894)       (2,841)
Other income, net                             -             1
-----------    -----------
Net loss                             $     (894)   $   (2,840)
===========    ===========

Net loss per share                        $(.06)        $(.20)
======         ======

Average shares outstanding               14,286        14,286
======        ======

The accompanying notes are an integral part of these financial
statements.

3

FM PROPERTIES INC.
STATEMENTS OF CASH FLOW
(Unaudited)

Three Months Ended
March 31,
------------------------
1996          1995
----------    ----------
(In Thousands)

Cash flow from operating activities:                    
Net loss                             $     (894)   $   (2,840)
Adjustments to reconcile net
loss to net
cash provided by operating activities:
Excess of equity in losses of the
Partnership over distributions
received                                 865         2,131
Decrease in working capital                29           709
----------    ----------
Cash flow from operating activities           -             -
Cash flow from investing activities           -             -
Cash flow from financing activities           -             -
----------    ----------
Net decrease in cash and cash
equivalents                                  -             -
Cash and cash equivalents at
beginning of year                            -             -
----------    ----------
Cash and cash equivalents at
end of period                       $        -    $        -
==========    ==========

The accompanying notes are an integral part of these financial
statements.

4

FM PROPERTIES INC.
NOTES TO FINANCIAL STATEMENTS

1.      BASIS OF PRESENTATION

FM Properties Inc. (FMPO) operates through its 99.8 percent interest
in FM Properties Operating Co. (the Partnership), with 0.2 percent
owned by the Managing General Partner, Freeport-McMoRan Inc. (FTX).
FTX and Freeport-McMoRan Copper & Gold Inc. (FCX) guarantee the
Partnership's debt.  During 1996, following discussions with the staff
of the Securities and Exchange Commission, FMPO determined that,
because of the rights that FTX retains in connection with its
guarantee of the Partnership's debt, it would be more appropriate to
reflect its interest in the Partnership under the equity basis of
accounting (prior year consolidated financial information has been
restated to reflect this presentation).  However, if the guarantees
are eliminated, FMPO will have the authority to remove FTX as the
Managing General Partner and FTX's rights with respect to the
Partnership and FMPO would be eliminated.  FMPO has no significant
operations or source of funds other than its interest in the
Partnership.  The Partnership's financial statements follow:

BALANCE SHEETS

March 31,     December 31,
1996           1995
----------    ----------

ASSETS                                    (In Thousands)
Current assets:
Cash and cash equivalents            $      711    $    2,282
Accounts receivable and other             4,433         4,318
----------    ----------
Total current assets                    5,144         6,600
Real estate and facilities, net         170,534       180,040
Other assets                              6,726         5,165
----------    ----------
Total assets                         $  182,404    $  191,805
==========    ==========

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued
liabilities                         $    4,858    $    8,100
Amounts due to FMPO                       1,709         1,505
Current portion of long-term debt        29,294             -
----------    ----------
Total current liabilities              35,861         9,605
Long-term debt                           87,000       121,294
Other liabilities                         3,894         4,392
Partners' capital                        55,649        56,514
----------    ----------
Total liabilities and
partners' capital                   $  182,404    $  191,805
==========    ==========

STATEMENTS OF OPERATIONS

Three Months Ended
March 31,
------------------------
1996          1995
----------    ----------
(In Thousands)
Revenues                             $   13,829    $    4,382
Costs and expenses:
Cost of sales                            13,313         5,870
General and administrative expenses         607           470
----------    ----------
Total costs and expenses               13,920         6,340
----------    ----------
Operating loss                              (91)       (1,958)
Interest expense, net                      (734)         (184)
Other income (expense), net                 (40)           11
----------    ----------
Net loss                             $     (865)   $   (2,131)
==========    ==========

5

STATEMENTS OF CASH FLOW

Three Months Ended
March 31,
------------------------
1996          1995
----------    ----------

(In Thousands)
Cash flow from operating activities:
Net loss                             $     (865)   $   (2,131)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Cost of real estate sales and
depreciation and amortization         12,128         2,268
(Increase) decrease in working
capital:
Accounts receivable and other        (1,615)         (608)
Accounts payable and accrued
liabilities                         (3,553)        2,128
----------    ----------
Net cash provided by operating
activities                               6,095         1,657
----------    ----------

Cash flow from investing activities:
Real estate and facilities (a)           (2,606)       (5,721)
----------    ----------
Net cash used in investing
activities                              (2,606)       (5,721)
----------    ----------

Cash flow from financing activities:
Proceeds from debt                        1,000         4,000
Repayment of debt                        (6,000)            -
----------    ----------
Net cash provided by (used in)
financing activities                    (5,000)        4,000
----------    ----------
Net decrease in cash and cash
equivalents                             (1,511)          (64)
Cash and cash equivalents at
beginning of year                        2,282         1,200
----------    ----------
Cash and cash equivalents at
end of period                       $      771    $    1,136
==========    ==========

a.   Includes capitalized interest of $1.6 million in the 1996 period
and $3.2 million in the 1995 period.

--------------------

Remarks

The information furnished herein should be read in conjunction with
FMPO's financial statements contained in its 1995 Annual Report to
stockholders included in its Annual Report on Form 10-K.

The information furnished herein reflects all adjustments which are,
in the opinion of management, necessary for a fair statement of the
results for the periods.  All such adjustments are, in the opinion of
management, of a normal recurring nature.

6

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations.

OVERVIEW

FM Properties Inc. (FMPO) operates through its 99.8 percent interest
in FM Properties Operating Co. (the Partnership), with 0.2 percent
owned by the Managing General Partner, Freeport-McMoRan Inc. (FTX).
FTX and Freeport-McMoRan Copper & Gold Inc. (FCX) guarantee the
Partnership's debt.  During 1996, following discussions with the staff
of the Securities and Exchange Commission, FMPO determined that,
because of the rights that FTX retains in connection with its
guarantee of the Partnership's debt, it would be more appropriate to
reflect its interest in the Partnership under the equity basis of
accounting (prior year consolidated financial information has been
restated to reflect this presentation).  However, if the guarantees
are eliminated, FMPO will have the authority to remove FTX as the
Managing General Partner and FTX's rights with respect to the
Partnership and FMPO would be eliminated.

During the quarter, the Partnership began to capitalize on the
enhanced sales opportunities at its Austin, Texas property holdings
that resulted from a series of legislative and judicial developments
which occurred in 1995 (discussed in FMPO's 1995 Annual Report to
Stockholders).  The Partnership completed a $1.9 million sale of a 25
acre undeveloped tract within the Barton Creek Development, its first
under the Water Quality Protection Zone legislation enacted in late
1995.  Subsequent to the end of the first quarter, the Partnership
sold a second undeveloped tract totaling 79 acres for $2.9 million.
Selling undeveloped tracts to sub-developers is an integral part of
FMPO's business strategy for the Barton Creek Development, as these
transactions provide funds to reduce debt, lower future carrying and
development costs and establish values for the Partnership's remaining
properties within Barton Creek.

The Partnership's intensified marketing efforts to sell its
Dallas, Houston and San Antonio properties resulted in first-quarter
1996 sales from these areas which exceeded sales from the 1995 period.
These efforts have also generated sales contracts scheduled for
completion throughout the remainder of 1996.

Additionally, opportunities for significant transactions
involving the Partnership's properties may arise.  In the past,
permitting and development uncertainties caused valuation assessment
obstacles that kept FMPO from successfully completing negotiations
involving significant transactions.  However, as the Partnership
experiences success in establishing values for its properties, FMPO
can expect opportunities to consider significant transactions
involving its properties.

RESULTS OF OPERATIONS

First Quarter
------------------------
1996          1995
----------    ----------
(In Thousands)
Loss from the Partnership            $     (865)   $   (2,131)
Operating loss                             (894)       (2,841)
Net loss                                   (894)       (2,840)

FMPO has no significant operations or source of funds other than
its interest in the Partnership.  Accordingly, the following
discussion and analysis addresses the results of operations and the
capital resources and liquidity of the Partnership.    The
Partnership's summary operating results follow:

First Quarter
------------------------
1996          1995
----------    ----------
(In Thousands)
Revenues                             $   13,829    $    4,382
Operating loss                              (91)       (1,958)
Net loss                                   (865)       (2,131)

Revenues for the 1996 quarter totaled $13.8 million consisting of
$4.3 million from the sale of 76 developed single-family homesites and
$9.5 million primarily from the sale of 156 acres of undeveloped
commercial and residential properties.  Revenues for the 1995 period
totaled $4.4 million consisting of $4.3 million from the sale of 90
developed single-family homesites and $0.1 million from the sale of 6
undeveloped acres.  Higher revenues reflect the increase in FMPO's
real estate activity following the 

7

settlement of the Austin area development issues, discussed above, as well as 
favorable real estate markets and interest rates.

General and administrative expenses of the Partnership, combined
with those incurred by FMPO, were reduced to $0.6 million for the
first quarter of 1996, compared with $1.2 million for the 1995 period,
as a result of steps taken in the third quarter of 1995 to reduce
costs.

FMPO's current business strategy includes the sale of larger
undeveloped tracts of land.  These transactions by their nature can
cause significant variations in FMPO's revenues and operating income
during a particular accounting period.  As a result, significant
fluctuations in FMPO's future operating results can be expected in any
given quarter which may cause future operating losses to be incurred.
Consequently, past operating results are not necessarily indicative of
trends in profitability.

CAPITAL RESOURCES AND LIQUIDITY

During 1995, the Partnership extended its debt maturities until 1997.
The Partnership has the potential to achieve significant debt
reductions prior to any required principal payments.  However, these
reductions are dependent on the future cash flow from the
Partnership's assets, which is subject to numerous economic and other
factors, including factors beyond FMPO's control.  There can be no
assurance that the Partnership will generate cash flow or obtain funds
sufficient to make required interest and principal payments.

FMPO continues to seek a permanent financial restructuring, which
may include issuing new debt or equity investments, and believes that
the planned reduction of the Partnership's debt will significantly
improve its alternatives.  An objective in arranging new financing for
FMPO will be to eliminate the guarantees of its debt by FTX and FCX.
These debt guarantees were extended in connection with the extension
of the Partnership's debt maturities; however, there are currently no
arrangements for any further guarantee extensions.  While FMPO
believes any new financing will be beneficial to the long-term
interests of its shareholders, an elimination of the guarantees would
be expected to increase financing costs significantly.  The extent of
any refinancing, including any need to sell properties in connection
therewith, will determine the future net cash flow available to FMPO
to recover its investment in the Partnership.

----------------------------

The results of operations reported and summarized above are not
necessarily indicative of future operating results.

8

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.

FM PROPERTIES INC.

By:    /s/ William J. Blackwell   
----------------------
William J. Blackwell
Vice President and Controller
(authorized signatory and
Principal Accounting Officer)

Date:      May 21, 1997

9

FM PROPERTIES INC.

EXHIBIT INDEX
-------------
Sequentially
Numbered
Number        Description                            Page
- -------       ------------                           ----

27.1       Financial Data Schedule

10

<ARTICLE> 5
<LEGEND>
First quarter 1996 and 1995 amounts contained in this amended 10-Q/A have
been restated to reflect FM Properties Inc.'s investement in the Partnership
under the equity basis of accounting.  FM Properties Inc. had previously
consolidated the 99.8% owned Partnership.
</LEGEND>
<RESTATED> 
<CIK> 0000885508
<NAME> FM PROPERTIES INC.
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1995
<PERIOD-END>                               MAR-31-1996             MAR-31-1995
<CASH>                                               0                       0
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                 4,467                   1,500
<PP                                               0                       0
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                                  60,003                  56,611
<CURRENT-LIABILITIES>                                0                       0
<BONDS>                                              0                       0
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                          0                       0
<COMMON>                                           143                     143
<OTHER-SE>                                      58,486                  56,387
<TOTAL-LIABILITY-AND-EQUITY>                    60,003                  56,611
<SALES>                                              0                       0
<TOTAL-REVENUES>                                     0                       0
<CGS>                                                0                       0
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                                  (894)                 (2,840)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                              (894)                 (2,840)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     (894)                 (2,840)
<EPS-PRIMARY>                                    (.06)                   (.20)
<EPS-DILUTED>                                        0                       0