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^*

SNIDER TIMOTHY R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2007

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	03/19/2007		A		63,834	A	⁽¹⁾	63,834	D
Common Stock	03/19/2007		F⁽⁸⁾		43,041	D	$61.585	20,793	D
Common Stock	03/19/2007		A		3,658	A	⁽²⁾	3,658	I	Through 401(k) Plan
Common Stock	03/19/2007		A		6,166	A	⁽³⁾	6,166	I	Through Savings Plan

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)
Option (right to buy)	$22.9943	03/19/2007		A		20,915		03/19/2007	02/02/2015	Common Stock	20,915	⁽⁴⁾	20,915	D
Option (right to buy)	$37.7677	03/19/2007		A		19,801		03/19/2007	02/01/2016	Common Stock	19,801	⁽⁵⁾	19,801	D
Option (right to buy)	$58.295	03/19/2007		A		24,052		02/06/2008⁽⁶⁾	02/07/2017	Common Stock	24,052	⁽⁷⁾	24,052	D

Explanation of Responses:

1. Received in exchange for 95,276 shares of Phelps Dodge Corporation ("PD") common stock in connection with the merger of a wholly owned subsidiary of the Issuer, Freeport-McMoRan Copper & Gold Inc., with and into PD (the "Merger"). On the effective date of the Merger, each outstanding share of PD common stock was converted into the right to receive .67 shares of Issuer common stock and a cash payment of $88.

2. Received in exchange for 5,460 shares of PD common stock in connection with the Merger as described above.

3. Received in exchange for 9,204 shares of PD common stock in connection with the Merger as described above.

4. Received in exchange for options to acquire 10,000 shares of PD common stock for $48.095 per share in connection with the Merger.

5. Received in exchange for options to acquire 9,467 shares of PD common stock for $78.995 per share in connection with the Merger.

6. One-third exercisable on the date indicated, and one-third exercisable on each of the next two anniversaries thereof.

7. Received in exchange for options to acquire 11,500 shares of PD common stock for $121.93 per share in connection with the Merger.

8. Shares withheld to cover taxes due upon the vesting of PD Restricted Stock.

	Kelly C. Simoneaux on behalf of Timothy R. Snider pursuant to a power of attorney	03/21/2007
	** 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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