Form 4 ADKERSON RICHARD C For: Aug 06 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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)
08/06/2009

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								1,915 ⁽¹⁾	I	By 40(k) Plan
Common Stock								8,248	I	By IRA
Common Stock								1,317,659	D

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Sale Contract (right/obligation to sell)

⁽²⁾ ⁽³⁾ ⁽⁴⁾

08/06/2009

J⁽²⁾⁽³⁾⁽⁴⁾

⁽²⁾

Common Stock

250,000

⁽²⁾ ⁽³⁾ ⁽⁴⁾

Explanation of Responses:
1. Based on plan statement as of June 30, 2009.
2. On August 6, 2009, Mr. Adkerson entered into a post-paid forward sale contract pursuant to which he agreed to sell up to 250,000 shares of Common Stock to a securities broker in August, 2011, with the actual number of shares to be sold determined by the closing price at the time, subject to a minimum price of $48.38 and a maximum price of $92.76. Pursuant to the contract, Mr. Adkerson agreed to sell up to 250,000 shares for $64.505 per share on August 6, 2011 (the "Maturity Date") and the exact number of shares to be delivered on the Maturity Date will be determined as follows: (continued in footnote 3)
3. If the closing price of a share of Common Stock on the Maturity Date is less than $48.38, Mr. Adkerson will deliver 250,000 shares; if the closing price of a share of Common Stock on the Maturity Date is greater than $48.38, but less than $92.76, Mr. Adkerson will deliver the number of shares resulting from multiplying 250,000 by a fraction, the numerator of which is $48.38 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 $92.76, Mr. Adkerson will deliver the number of shares resulting from multiplying 250,000 by a fraction, the numerator of which is $48.38 plus the closing price on the Maturity Date minus $92.76, and the denominator of which is the closing price on the Maturity Date. (continued in footnote 4)
4. Mr. Adkerson may instead elect to settle this contract in cash and retain ownership of the 250,000 shares. Mr. Adkerson has pledged 250,000 shares of Common Stock to secure is obligations under the contract. Mr. Adkerson will continue to hold beneficial ownership, and have voting rights with respect to the shares for the term of the contract. Mr. Adkerson will pay all dividends in connection with these shares to the broker during the term of this contract.
Remarks: Following the reported transaction, Mr. Adkerson's direct beneficial ownership includes 684,389 shares of common stock and 633,270 Common Stock Restricted Stock Units. He also holds options to acquire a total of 2,250,000 shares of Common Stock, 1,000,000 of which are vested. Mr. Adkerson has transferred the economic value of 125,000 of such options to his former spouse, and thus disclaims beneficial ownership of such options.

	Monique A. Cenac, on behalf of Richard C. Adkerson pursuant to a power of attorney	08/07/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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