SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ADKERSON RICHARD C

(Last)

(First)

(Middle)

ONE NORTH CENTRAL AVENUE

(Street)

PHOENIX

85004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FREEPORT MCMORAN COPPER & GOLD INC [ FCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/04/2008		J⁽¹⁾⁽²⁾⁽³⁾		125,000	D	⁽¹⁾⁽²⁾⁽³⁾	1,397,924	D
Common Stock	12/04/2008		P		125,000	A	⁽¹⁾⁽²⁾⁽³⁾	1,522,924	D
Common Stock	12/04/2008		J⁽⁴⁾⁽⁵⁾⁽⁶⁾		59,633	D	⁽⁴⁾⁽⁵⁾⁽⁶⁾	1,463,291	D
Common Stock	12/04/2008		P		59,633	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾	1,522,924	D
Common Stock	12/04/2008		J⁽⁷⁾⁽⁸⁾⁽⁹⁾		110,580	D	⁽⁷⁾⁽⁸⁾⁽⁹⁾	1,412,344	D
Common Stock	12/04/2008		P		110,580	A	⁽⁷⁾⁽⁸⁾⁽⁹⁾	1,522,924	D
Common Stock								1,316⁽¹⁰⁾	I	By 401(k) Plan
Common Stock								8,248	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (right/obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾	12/04/2008		J⁽¹⁾⁽²⁾⁽³⁾			1	⁽¹⁾	⁽¹⁾	Common Stock	125,000	$0	0	D
Forward Sale Contract (right/obligation to sell)	⁽⁴⁾⁽⁵⁾⁽⁶⁾	12/04/2008		J⁽⁴⁾⁽⁵⁾⁽⁶⁾			1	⁽⁴⁾	⁽⁴⁾	Common Stock	59,633	$0	0	D
Forward Sale Contract (right/obligation to sell)	⁽⁷⁾⁽⁸⁾⁽⁹⁾	12/04/2008		J⁽⁷⁾⁽⁸⁾⁽⁹⁾			1	⁽⁷⁾	⁽⁷⁾	Common Stock	110,580	$0	0	D

Explanation of Responses:

1. On August 4, 2005, Mr. Adkerson entered into a forward sale contract with a securities broker pursuant to which he agreed to sell up to 125,000 shares of Common Stock (originally 250,000 shares, but 125,000 of these shares were subsequently transferred to Mr. Adkerson's former spouse) to the securities broker for $41.836 per share on August 4, 2010 (the "Maturity Date"), with the exact number of shares to be delivered on the Maturity Date determined as set forth in footnote 2.

2. If the closing price of a share of Common Stock on the Maturity Date is less than $31.38, Mr. Adkerson will deliver 125,000 shares; if the closing price of a share of Common Stock on the Maturity Date is greater than $31.38, but less then $56.90, Mr. Adkerson will deliver the number of shares resulting from multiplying 125,000 by a fraction, the numerator of which is $31.38 and the denominator of which is the closing price on the Maturity Date; and if the closing price on the Maturity Date is greater than $56.90, Mr. Adkerson will deliver the number of shares resulting from multiplying 125,000 by a fraction, the numerator of which is $31.38 plus (the closing price on the Maturity Date minus $56.90) and the denominator of which is the closing price on the Maturity Date.

3. On December 4, 2008, Mr. Adkerson elected to terminate this forward sale contract prior to the Maturity Date, as a result of which he has retained ownership of the 125,000 shares of Common Stock and also received a termination payment of $14.32 per share. The retention of the shares upon termination of the contract is a deemed purchase of the shares.

4. On October 26, 2005, Mr. Adkerson entered into a forward sale contract with a securities broker pursuant to which he agreed to sell up to 59,633 shares of Common Stock (originally 119,265 shares, but 59,632 of these shares were subsequently transferred to Mr. Adkerson's former spouse) to the securities broker for $49.927 per share on May 6, 2011 (the "Maturity Date"), with the exact number of shares to be delivered on the Maturity Date determined as set forth in footnote 5.

5. If the closing price of a share of Common Stock on the Maturity Date is less than $37.45, Mr. Adkerson will deliver 59,633 shares; if the closing price of a share of Common Stock on the Maturity Date is greater than $37.45, but less then $70.15, Mr. Adkerson will deliver the number of shares resulting from multiplying 59,633 by a fraction, the numerator of which is $37.45 and the denominator of which is the closing price on the Maturity Date; and if the closing price on the Maturity Date is greater than $70.15, Mr. Adkerson will deliver the number of shares resulting from multiplying 59,633 by a fraction, the numerator of which is $37.45 plus (the closing price on the Maturity Date minus $70.15) and the denominator of which is the closing price on the Maturity Date.

6. On December 4, 2008, Mr. Adkerson elected to terminate this forward sale contract prior to the Maturity Date, as a result of which he has retained ownership of the 59,633 shares of Common Stock and also received a termination payment of $19.65 per share. The retention of the shares upon termination of the contract is a deemed purchase of the shares.

7. On May 16, 2008, Mr. Adkerson entered into a forward sale contract with a securities broker pursuant to which he agreed to sell up to 110,580 shares of Common Stock to the securities broker for $121.68 per share on December 1, 2011 (the "Maturity Date"), with the exact number of shares to be delivered on the Maturity Date determined as set forth in footnote 8.

8. If the closing price of a share of Common Stock on the Maturity Date is less than $91.26, Mr. Adkerson will deliver 110,580 shares; if the closing price of a share of Common Stock on the Maturity Date is greater than $91.26, but less then $185.562, Mr. Adkerson will deliver the number of shares resulting from multiplying 110,580 by a fraction, the numerator of which is $91.26 and the denominator of which is the closing price on the Maturity Date; and if the closing price on the Maturity Date is greater than $185.562, Mr. Adkerson will deliver the number of shares resulting from multiplying 110,580 by a fraction, the numerator of which is $91.26 plus (the closing price on the Maturity Date minus $185.562) and the denominator of which is the closing price on the Maturity Date.

9. On December 4, 2008, Mr. Adkerson elected to terminate this forward sale contract prior to the Maturity Date, as a result of which he has retained ownership of the 110,580 shares of Common Stock and also received a termination payment of $71.32 per share. The retention of the shares upon termination of the contract is a deemed purchase of the shares.

10. Based on plan statement as of September 30, 2008.

Remarks:

Following the reported transactions, Mr. Adkerson's direct beneficial ownership includes 434,691 shares of common stock and 1,088,233 Common Stock Restricted Stock Units. He also holds options to acquire a total of 1,750,000 shares of Common Stock, 375,000 of which are vested. Mr. Adkerson has transferred the economic value of 125,000 of such options and 47,173 of such Common Stock Restricted Stock Units to his former spouse, and thus disclaims beneficial ownership of such options and restricted stock units.

	Kelly C. Simoneaux, on behalf of Richard C. Adkerson pursuant to a power of attorney	12/08/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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