SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 22, 1996

FM PROPERTIES INC.

Delaware               0-19989                72-1211572
(State or other         (Commission             (IRS Employer
jurisdiction of         File Number)           Identification
incorporation or                                   Number)
organization)

1615 Poydras Street
New Orleans, Louisiana  70112

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

Item 5.   Other Events.
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The following news release was issued by FM Properties Inc. on
August 22, 1996:

FM PROPERTIES SELLS BARTON CREEK
COUNTRY CLUB AND CONFERENCE RESORT

NEW ORLEANS, LA., August 22, 1996 -- FM Properties Inc.
(NASDAQ:FMPO) announced today that it has sold its Barton Creek
Country Club and Conference Resort for $25 million cash and other
consideration to an affiliate of ClubCorp International of
Dallas, Texas.  The club and conference resort properties, which
had been operated by an affiliate of ClubCorp under a long-term
lease agreement with a purchase option, consist of the Barton
Creek Country Club, Spa and Conference Center located near
Austin, Texas along with its Tom Fazio and Ben Crenshaw designed
golf courses.  Also included is the Barton Creek - Lakeside
Country Club and its Arnold Palmer designed golf course northwest
of Austin on Lake Travis.
The $25 million cash payment was made to FMPO on August 21,
1996.  Other consideration includes a substantial number of
memberships in the Barton Creek Country Club with a value of $3
million, which will be used by FMPO in marketing its remaining
2,900 acres of undeveloped land in the Barton Creek Project. FMPO
will report no significant financial accounting gain or loss on
the sale.
Richard C. Adkerson, Chairman of the Board of Directors and
Chief Executive Officer, said, "The sale of the Barton Creek Club
to ClubCorp, which has operated the club since we acquired the
property, allows us to focus on our primary business of land
development and marketing at Barton Creek, the adjacent 500 acre
Lantana development and our other holdings in Austin, Dallas,
Houston and San Antonio.  This transaction achieves substantial
further progress on our objective to reduce FMPO's debt, which
was originally $500 million and is now approximately $70 million.
Our arrangements with ClubCorp, a nationally recognized operator
of high quality golf resorts, ensure that the Barton Creek resort
will continue as a valuable amenity associated with our future
residential and commercial real estate development activities." 
FMPO is engaged in the development and marketing of real
estate in the Austin, Dallas, Houston and San Antonio, Texas
areas.

SIGNATURE
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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
Controller - Financial Reporting
(authorized signatory and
Principal Accounting Officer)

Date:  August 26, 1996