August 28, 2006

Via U.S. Mail

Kathleen L. Quirk
Vice President and Treasurer
Freeport-McMoRan Copper & Gold Inc.
1615 Poydras Street
New Orleans, Louisiana  70112

RE: 	Freeport-McMoRan Copper & Gold Inc.
	Response to comment letter dated August 25, 2006 in response
to
comments issued on August 22, 2006
	File No. 005-41332

Dear Ms. Quirk:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedules 13E-3 and TO

Item 3:  Identity and Background of Filing Person
1. We note your response to prior comment 3 and your indication
that
"you incorporated the information regarding [y]our directors and
executive officers required to be disclosed...by reference to
[y]our
definitive proxy statement on Schedule 14A, which was previously
electronically filed with the Commission on March 22, 2006, via
EDGAR."  You refer to the portion of Instruction F that indicates
that a copy of a document incorporated by reference must be
submitted, unless previously filed, however, our prior comment is
not
asking you to submit the filing.  We are asking that you list the
Schedule 14A (and any other previously-filed document that you
would
like to incorporate by reference) as an exhibit to the filing,
which
will enable you to incorporate it by reference pursuant to the
terms
of Instruction F.  You may indicate on the exhibit list that it
has
been previously filed.  Please revise your Schedule 13E-3
accordingly.

Offering Circular
Summary
2. We note your response to prior comment 5 and we are considering
your response.    In order for us to evaluate further your
response,
please elaborate upon your indication that the Note holders
initiated
contact with you.  Please explain how and why, if you know,
contact
was initiated with you so that we may consider this aspect of your
response.  Also, in response to comment 13, you indicate that, in
June 2005, "[y]our board of directors authorized [y]our senior
management team...to pursue transactions to induce conversions of
the
Notes."  This disclosure would seem to indicate that you
contemplated
approaching Note holders to induce conversion, which would appear
to
be contrary to your indication that Note holders initiated contact
with you.  Please clarify.  Finally, please also elaborate upon
why
we should consider the price of your Common Stock of a year ago as
compared to current prices relevant to our consideration of your
response.
3. We note your response to prior comment 6 and are reviewing the
materials you provided.
Special Factors
	Background of and Reasons for the offer
4. We note your response to prior comment 13 and the expanded
disclosure you have proposed.  As previously requested, please
also
expand your disclosure under "Determination of Conversion Premium"
to
provide a discussion of the methodologies that you discussed with
your financial advisor, providing quantified disclosure if
possible.

	Determination of Conversion Premium
5. We note your responses to prior comments 16 and 17 and the
expanded disclosure you have provided.  Please revise to elaborate
upon how your consideration of the recent trading prices of the
Notes
and your Common Stock, the remaining interest payments on the
Notes
and the potential future dividends on the Common Stock into which
the
Notes would be converted assisted you in arriving at the
Conversion
Premium.  Be specific and provide quantifiable information, if
possible.  For example, what is the present value of the future
dividends of the common stock?  What amount of the Conversion
Premium
reflects an additional cash incentive?  Your example refers to a
"remaining value" of $58 per $1,000 in principal of each Note, if
using the August 2, 2006 last sale price of the Notes; is this the
amount you utilized in arriving at the Conversion Premium?  If
not,
advise holders as to the amount that you considered.

	Fairness of the Offer
6. We note your response to prior comment 18.  Please revise to
elaborate briefly upon why you believe that a report, opinion or
appraisal from a financial advisor is not warranted for this type
of
transaction.
7. We note your response to prior comment 20.  Specifically, we
note
your indication that you did not take into account going concern
value, liquidation value, or book value, in all cases because no
sale
of the company is contemplated.  The factors listed in Instruction
2
to Item 1014 of Regulation M-A are those generally considered
relevant in addressing the substantive fairness of a going private
transaction and should be analyzed against the consideration you
are
offering regardless of whether a sale is contemplated, if only to
ensure the fairness of the transaction consideration.  Please
revise
to address why these factors were not considered.

The Offer

	Conditions to the Offer
8. We note your response to prior comment 29 and the expanded
disclosure you have provided.  The condition you proposed to add,
however, continues to be overly broad in that it refers to "any
other
events" that are not otherwise articulated in the conditions
mentioned above.  Please revise to articulate clearly the
circumstances under which you intend to be able to terminate the
offer or revise to remove this clause.

Material United States Federal Income Tax Considerations
9. We note your response to prior comment 31.  We continue to
object
to the disclaimer referring to IRS Circular 230.  While we do not
disagree with you that the discussion is not intended to be a tax
"opinion," we do not believe the legend is necessary and
inappropriately advises holders that they may not rely upon the
disclosure.  Please remove this disclaimer or tell us why you
believe
it is necessary.


Closing Comments
	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

Sincerely,


Mara L. Ransom
      Special Counsel
      Office of Mergers and Acquisitions


cc via facsimile at (504) 582-4250:

Douglas N. Currault II, Esq.
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
Freeport-McMoRan Copper & Gold Inc.
August 28, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE