S-8 POS

As filed with the Securities and Exchange Commission on June 26, 2008.           Registration No. 33-6141

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 2 to

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

__________

FREEPORT-McMoRan COPPER & GOLD INC.

(Exact name of registrant as specified in its charter)

Delaware	74-2480931
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

One North Central Avenue

Phoenix, Arizona 85004

 (Address, including zip code, of

Principal Executive Offices)

Phelps Dodge Corporation Employee Savings Plan

(formerly the Phelps Dodge Corporation Savings and Deferred Profit Sharing Plan)

(Full title of the plan)

__________

Richard C. Adkerson

Chief Executive Officer

Freeport-McMoRan Copper & Gold Inc.

One North Central Avenue

Phoenix, Arizona 85004

(602) 366-8100

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Margaret F. Murphy

Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.

201 St. Charles Avenue

New Orleans, Louisiana 70170-5100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 relates to the Registration Statement (the “Registration Statement”) on Form S-8 (File No. 33-6141) previously filed by Phelps Dodge Corporation, a wholly owned subsidiary of Freeport-McMoRan Copper & Gold Inc. (the “Registrant”), with the Securities and Exchange Commission (the “Commission”) on June 12, 1986, as amended, relating to the registration of (1) common shares (the “Common Shares”), par value $6.25, of Phelps Dodge Corporation, to be purchased under the plan, and (2) participations in the plan.  The Common Shares were previously deregistered on Form 15 filed with the Commission on April 13, 2007.  The Registrant hereby removes from registration all remaining securities registered under this Registration Statement, including participations in the plan.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (Registration No. 33-6141) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on June 26, 2008.

Freeport-McMoRan Copper & Gold Inc.

By: /s/ Kathleen L. Quirk  

Kathleen L. Quirk

Executive Vice President,

 Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (Registration No. 33-6141) has been signed by the following persons in the capacities indicated on June 26, 2008.

Signature	Title
*                             & #160;    James R. Moffett	Chairman of the Board
*                             B. M. Rankin, Jr.	Vice Chairman of the Board
*                            Richard C. Adkerson	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Kathleen L. Quirk                                      Kathleen L. Quirk	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
*                         C. Donald Whitmire, Jr.	Vice President and Controller - Financial Reporting (Principal Accounting Officer)
*                             Robert J. Allison, Jr.	Director

S-1

*                      Robert A. Day	Director
*                       Gerald J. Ford	Director
*                       H. Devon Graham, Jr.	Director
*                          J. Bennett Johnston	Director
*                          Charles C. Krulak	Director
*                          Bobby Lee Lackey	Director
*                          Jon C. Madonna	Director
*                          Dustan E. McCoy	Director
*                           Gabrielle K. McDonald	Director
*                           J. Stapleton Roy	Director
*                           Stephen H. Siegele	Director

S-2

*                           J. Taylor Wharton	Director
*By:  /s/ Kathleen L. Quirk  Kathleen L. Quirk  Attorney-in-Fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan administrator has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (Registration No. 33-6141) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on June 26, 2008.

Phelps Dodge Corporation Employee Savings Plan

(formerly the Phelps Dodge Corporation

Savings and Deferred Profit Sharing Plan)

By:               /s/ Kathleen L. Quirk                                          

Kathleen L. Quirk

Member of the Benefits

Administration Committee

S-3

EXHIBIT INDEX

Exhibit

Number                      Description of Exhibits

24.1 Powers of Attorney pursuant to which this Registration Statement has been signed on behalf of certain of our officers and directors.

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ James R. Moffett                                                                

James R. Moffett

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Richard C. Adkerson                                                                

Richard C. Adkerson

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Robert J. Allison, Jr.                                                                

Robert J. Allison, Jr.

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Robert A. Day                                                                

Robert A. Day

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Gerald J. Ford                                                                

Gerald J. Ford

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ H. Devon Graham, Jr.                                                                

H. Devon Graham, Jr.

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 18, 2008.

/s/ J. Bennett Johnston                                                                

J. Bennett Johnston

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Bobby Lee Lackey                                                                

Bobby Lee Lackey

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in her capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 21, 2008.

/s/ Gabrielle K. McDonald                                                                

Gabrielle K. McDonald

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in her capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT and RICHARD C. ADKERSON, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Kathleen L. Quirk                                                                

Kathleen L. Quirk

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ B. M. Rankin, Jr.                                                                

B. M. Rankin, Jr.

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 24, 2008.

/s/ J. Stapleton Roy                                                                

J. Stapleton Roy

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ J. Taylor Wharton                                                                

J. Taylor Wharton

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ C. Donald Whitmire, Jr.                                                                

C. Donald Whitmire, Jr.

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 20, 2008.

/s/ Charles C. Krulak                                                                

Charles C. Krulak

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Jon C. Madonna                                                                

Jon C. Madonna

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Dustan E. McCoy                                                                

Dustan E. McCoy

POWER OF ATTORNEY

BE IT KNOWN:  That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors or both of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”), does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON and KATHLEEN L. QUIRK, and each of them acting individually, the true and lawful attorney of the undersigned with full power of substitution, to execute, deliver, and file, for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid, post-effective amendments on Form S-8 to Registration Statements 33-26442, 33-6141 and 33-26443, related to certain Phelps Dodge Corporation employee benefits plans, and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things that said attorney may do or cause to be done by virtue of this power of attorney.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on June 23, 2008.

/s/ Stephen H. Siegele                                                                

Stephen H. Siegele