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)

(Street)

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2003

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)
Class B Common Stock	07/22/2003		F		236,926	D	24.95	83,899⁽¹⁾⁽²⁾	D
Class B Common Stock	07/22/2003		M		50,833	A	18.7643	134,732⁽¹⁾⁽²⁾	D
Class B Common Stock	07/22/2003		M		67,597	A	20.0539	202,329⁽¹⁾⁽²⁾	D
Class B Common Stock	07/22/2003		M		650,000	A	9.9375	852,329⁽¹⁾⁽²⁾	D
Class B Common Stock	07/22/2003		F		130,301	D	24.95	722,028⁽¹⁾⁽²⁾	D
Class B Common Stock	07/22/2003		S		16,700	D	24.85	705,328⁽¹⁾⁽²⁾	D
Class B Common Stock	07/22/2003		S		33,300	D	24.9	672,028⁽¹⁾⁽²⁾	D
Class B Common Stock	07/22/2003		S		25,000	D	24.95	647,028⁽¹⁾⁽²⁾	D
Class B Common Stock	07/22/2003		S		300,000	D	25	347,028⁽¹⁾⁽²⁾	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 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)
Options (right to buy)⁽³⁾	18.7643	07/22/2003		M			50,833	07/17/1995⁽⁴⁾	12/07/2003	Class B Common Stock	50,833	$0	0	D
Options (right to buy)⁽³⁾	20.0539	07/22/2003		M			67,597	07/17/1995⁽⁵⁾	05/03/2004	Class B Common Stock	67,597	$0	0	D
Options (right to buy)⁽³⁾	9.9375	07/22/2003		M			650,000	02/02/2000⁽⁶⁾	02/02/2009	Class B Common Stock	650,000	$0	0	D

Explanation of Responses:

1. Includes 83,899 Class B Common Stock Restricted Stock Units

2. Reporting Person also indirectly owns (i) 8,777 shares through an IRA for himself and (ii) 1,970 shares through a 401(k) plan based on a plan statement as of June 30, 2003.

3. Options with limited stock appreciation rights

4. 25% exercisable on the date indicated and 25% exercisable on December 7, 1995 and on each of the next two anniversaries thereof

5. 25% exercisable on the date indicated and 25% exercisable on May 3, 1996 and on each of the next two anniversaries thereof

6. 25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof

	Margaret F. Murphy, on behalf of Richard C. Adkerson by power of atty.	07/23/2003
	** 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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