SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

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 File Number)        (IRS Employer
jurisdiction of                                        Identification
incorporation or                                          Number)
organization)

1615 Poydras Street

New Orleans, Louisiana  70112

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

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The undersigned registrant hereby amends its Current Report on Form 8-
K dated August 22, 1996, with the pages attached hereto:

Item 2.   Sale of Barton Creek Country Club and Conference Resort
----------------------------------------------------------------

On August 22, 1996, FM Properties Inc. (FMPO) which operates
through its 99.8 percent interest in FM Properties Operating Co. (the
Partnership), sold the Partnership's 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 was the Barton Creek - Lakeside
Country Club and its Arnold Palmer designed golf course northwest of
Austin on Lake Travis.

The proceeds from the sale were used to reduce the Partnership's
debt and the transaction resulted in no financial accounting gain or
loss.

Item 7.   Pro Forma Financial Statements
-------------------------------------------

FM PROPERTIES INC. (1)
Unaudited Pro Forma Statement Of Operations
Year Ended December 31, 1995

Pro Forma Adjustments
----------------------------   
Less Historical
Resort        Resort
Historical       Sale       Operations      Pro Forma
----------    ----------    ----------     ----------
(In Thousands, Except Per Share Amounts)

Loss from the
Partnership         $     (571)   $        -    $     (706)   $   (1,277)
General and
administrative
expenses                (1,796)            -             -        (1,796)
----------    ----------    ----------    ----------
Operating loss           (2,367)            -          (706)       (3,073)
Other expense, net         (173)            -             -          (173)
----------    ----------    ----------    ----------
Loss before income
tax benefit             (2,540)            -          (706)       (3,246)
Income tax benefit        2,693             -             -         2,693
----------    ----------    ----------    ----------
Net income (loss)    $      153    $        -    $     (706)   $     (553)
==========    ==========    ==========    ==========

Net income (loss)
per share                $0.01                                    $(0.04)
=====                                    ======

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

(1)   Reflects FMPO's interest in the Partnership under the equity
basis of accounting.

2

FM PROPERTIES INC. (1)
Unaudited Pro Forma Statement Of Operations
Six Months Ended June 30, 1996

Pro Forma Adjustments
-------------------------
Less                     
Historical
Resort         Resort
Historical        Sale        Operations      Pro Forma
----------     ----------     ----------      ---------
(In Thousands, Except Per Share Amounts)

Income (loss) from
the Partnership     $     (306)   $        -    $      710       $   404
General and
administrative
expenses                   (88)            -             -           (88)
----------     ----------     ----------     ----------
Operating income
(loss)                    (394)            -           710            316
Income taxes                  -             -             -            -
----------     ----------     ----------     ----------
Net income (loss)    $     (394)   $        -    $      710       $    316
==========     ==========     ==========     ==========

Net income (loss)
per share               $(0.03)                                      $0.02
======                                       =====

Average shares
outstanding             14,368                                     14,368
======                                     ======

(1)   Reflects FMPO's interest in the Partnership under the equity
basis of accounting.

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FM PROPERTIES INC. (1)
Unaudited Pro Forma Condensed Balance Sheet
June 30, 1996

Pro Forma Adjustments
-----------------------
Resort
Historical      Sale         Other        Pro Forma
----------    ----------   ----------     ----------
(In Thousands)
ASSETS
Current assets:
Accounts receivable
and other           $       38    $        -    $        -    $       38
Amounts receivable
form the
Partnership              1,642             -             -         1,642
Income tax
receivable               2,740             -             -         2,740
----------    ----------    ----------    ----------
Total current
assets                 4,420             -             -         4,420
Investment in the
Partnership             56,095             -             -        56,095
----------    ----------    ----------    ----------
Total assets         $   60,515    $        -    $        -    $   60,515
==========    ==========    ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities
and deferred
credits             $    1,386    $        -    $        -    $    1,386
Stockholders'
equity                  59,129             -             -        59,129
----------    ----------    ----------    ----------
Total liabilities
and stockholders'
equity              $   60,515    $        -    $        -    $   60,515
==========    ==========    ==========    ==========

(1)   Reflects FMPO's interest in the Partnership under the equity
basis of accounting.

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FM Properties Inc.
Notes to Pro Forma Financial Statements

The accompanying Pro Forma Statements of Operations have been
prepared assuming the transaction discussed below occurred on January
1, 1995, whereas the Pro Forma Condensed Balance Sheet assumes the
transaction occurred on June 30, 1996.  The pro forma financial
statements are not necessarily indicative of the actual results that
would have been achieved nor are they indicative of future results.

1.  Resort Sale

On August 22, 1996, FM Properties Operating Co. (the Partnership),
which is owned 99.8 percent by FM Properties Inc. and 0.2 percent by
the Managing General Partner Freeport-McMoRan Inc., sold the Barton
Creek Country Club and Conference Resort (the Resort), located near
Austin, Texas, to ClubCorp International (ClubCorp) for $25 million in
cash (plus $2.7 million for accounts receivable).  No gain or loss was
recognized on the sale and the proceeds received were used to reduce
the Partnership's debt.

Historical results of the Resort recognized by FMPO were eliminated.
Additionally, as sales proceeds were used to reduce the Partnership's
debt, interest expense incurred by the Partnership was eliminated
using the historical interest rate.

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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 22, 1997

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