August 22, 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.
	Schedule TO-I and 13E-3 filed August 10, 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
1. We note that it does not appear that EDGAR reflects the receipt
of
a Schedule 13E-3 for this transaction.  While we note that you
have
checked the going-private transaction box on the Schedule TO, this
does not alleviate the need to properly identify the filing with
appropriate header tags.  You must either jointly file the
original
Schedule TO-I and Schedule 13E-3 with appropriate header tags and
request a date adjustment to the original August 10th filing date
or
file an exclusive Schedule 13E-3 and Schedule TO-I without such a
date adjustment request as soon as possible.  Contact the Office
of
Edgar and Information Analysis by facsimile at (202) 772-9216 to
request guidance on resubmitting the filing with appropriate
header
tags or to ask for a date adjustment.   When you are prepared to
make
the corrected filing, you may contact by telephone Edgar filer
support at (202) 551-8900 or the Office of Edgar Information and
Analysis at (202) 551-3610 for additional guidance.
2. It appears that you include some of the disclosure required by
Schedule 13E-3 in the Schedule 13E-3 itself and not in the
Offering
Circular that you disseminated to security holders.  See, for
example, the disclosure you have provided pursuant to Item 2(f) of
Schedule 13E-3.  We assume that you did not disseminate the
Schedule
13E-3 to security holders.  If this is the case, please advise us
as
to what consideration you have given to ensuring that all of the
disclosure required to be disseminated to security holders appears
in
the Offering Circular.  Refer to Rule 13e-3(e)(1).

Item 3:  Identity and Background of Filing Person
3. We note that you have incorporated by reference your definitive
proxy statement on Schedule 14A filed on March 22, 2006.  We
presume
that you intended to incorporate this information in order to
satisfy
the requirement that you provide information about your directors
and
executive officers pursuant to Item 1003(a) of Regulation M-A.  If
so, please revise your Schedule 13E-3 to specifically incorporate
this information by reference as an exhibit to the Schedule
pursuant
to General Instruction F of Schedule 13E-3.  This comment also
applies to Item 10 of your Schedule 13E-3, where you incorporate
by
reference the information that is reflected under "Where You Can
Find
Additional Information" in the Offering Circular; note that
Schedules
TO and 13E-3 do not provide for the ability to incorporate by
reference information that has been incorporated by reference.

Offering Circular
Cautionary Notice Regarding Forward-Looking Statements, page iv
4. We note your reference to Section 27A and Section 21E of the
Private Securities Litigation Reform Act of 1995.  We remind you
that
the safe harbor protections for forward-looking statements
contained
in the federal securities laws do not apply to statements made in
connection with a tender offer.  See Section 27A(b)(2)(C) of the
Securities Act of 1933 and Regulation M-A telephone interpretation
M.2 available at www.sec.gov in the July 2001 Supplement to the
Division of Corporation Finance`s Manual of Publicly Available
Telephone Interpretations.  Please refrain from referring to such
safe harbor provisions in any future press releases or other
communications relating to this tender offer.
Summary, page 1
5. We note your indication here and elsewhere in the Offering
Circular that "[f]rom September 2005 through July 2006, [you]
completed privately negotiated transactions with Note holders
resulting in the early conversion of $281.8 million principal
amount
of the Notes...into Common Stock."  We note that Rule 13e-3(a)(4)
defines a "Rule 13e-3 transaction" as "any transaction or a series
of
transactions involving one or more of the transactions described
in
[Rule 13e-3(a)(4)(i)]."  Please supplementally tell us why these
prior purchases should not constitute the first step in a series
of
transactions that constitute a going private transaction such that
a
Schedule 13E-3 should have been filed to reflect such purchases.
Further, because you have engaged in purchases at different prices
over a specific period of time, advise us why the successive
offers
should not be viewed as one continuous tender offer in which the
highest amount of consideration should be made available to all
security holders.
6. In your discussion under the Company Overview, please provide
us
with the "latest available data" indicating that Grasberg minerals
district contains "the largest single copper reserve and the
largest
single gold reserve of any mine in the world."
Summary of the Offer, page 3
7. In the answer that appears under the questions "Will tendering
holders of the Notes receive the supplemental dividend payable on
September 29, 2006?" please revise to clarify that you are
referring
to the dividend payable to holders of common stock and that if the
offer is extended, for any reason, beyond September 11, 2009 it is
possible that the supplemental dividend payable on September 29,
2006
will not be paid to holders of Notes who have converted their
Notes
into shares of Common Stock.
8. In the discussion that appears under "What will happen to your
Notes if you do not participate in the offer?" revise to elaborate
upon what you mean when you indicate that "the Notes may no longer
meet the requirements of the New York Stock Exchange for continued
listing."
9. In the discussion that appears under "What is our position on
the
fairness of the offer, and is our board of directors recommending
that you convert your Notes?"  We note your indication that your
board of directors has determined that the offer is substantively
and
procedurally fair to the Note holders.  Revise to state, if true,
that the board also determined that the going private transaction
is
fair to unaffiliated Note holders (emphasis added).  Please make
consistent revisions to your reference to the Board`s fairness
determination throughout the Offering Circular.
10. In the discussion that appears under "Will we receive any
proceeds from the Offer?" your answer to this question is "no."
Consider revising this discussion to indicate what other
advantages
or disadvantages you may experience as a result of the Offer,
notwithstanding the fact that you will not be receiving any
proceeds.
11. In the discussion that appears under "How will you be notified
if
the offer is extended or amended?" you refer readers to "The
Offer"
for more information regarding notification of extensions or
amendments to the offer, however, it does not appear that a more
thorough discussion of this topic is contained elsewhere in the
Offering Circular.  Please revise or advise.  For example, you
should
revise your discussion to state that you are generally required to
extend the offering period for any material change, including the
waiver of a material condition, so at least five business days
remain
in the offer after the change.  For guidance, refer to footnote 70
of
Exchange Act Release No. 34-23421 (July 11, 1986).  Also revise to
indicate the period of time you are required to extend in the
event
there is a change in price or a change in the percentage of
existing
Notes sought.  See Rules 13e-4(f)(1) and 14e-1(b).
Special Factors, page 17
12. Consider whether it might be appropriate to move this
discussion
in front of your discussion regarding "Risk Factors" and "Summary
Description of Common Stock."  See Rule 13e-3(e)(1)(ii), which
requires that the information required by Items 7, 8, and 9 of
Schedule 13E-3 be prominently disclosed in a "Special Factors"
section in the front of the disclosure document.
	Background of and Reasons for the offer, page 17
13. Please expand your disclosure to provide a discussion of the
background of the tender offer to describe all meetings,
negotiations, contacts, etc. among board members, management
and/or
third parties. In doing so, please identify the participants in
and
initiators of each meeting or contact and the date of each
meeting.
In particular, we note the following:
* How did the Company, either via the board and/or management,
make
its determination that the "conversion of the remaining Notes
pursuant to the offer will strengthen [y]our balance sheet by
further
reducing [y]our outstanding debt..."  What members of management
and/or the board were involved in this determination? Discuss the
role of the individuals who will control the company after the
transaction and describe how they participated in structuring the
terms of the transaction.
* How many holders of Notes are there?  How many do you need to
accept the offer in order to pursue termination of the
registration
of the Notes?
* Elaborate upon the methodologies that you discussed with your
financial advisor, providing quantified disclosure if possible.
* When did the board make its fairness determination?
14. It does not appear that you discuss alternatives to the offer.
If you did not consider other alternatives to enhance Note holder
value, then you should clearly disclose that you considered only
this
transaction as an option and describe why you did not consider and
seek other alternatives.  See Item 1013(b) of Regulation M-A.

Plans of the Company after the Offer; Effects of the Offer, page
17

15. Please revise this discussion to discuss whether the offer
will
have the effect of causing the Notes to be eligible for
termination
of registration under Section 12(g)(4) of the Act and, if so, the
effect of the termination.  You mention that registration may be
terminated, however, you do not advise readers whether or not you
intend to pursue such termination and, if so, the effects of
termination.  For example, please revise to address whether the
advantages of being a reporting company, such as the rights and
protections that the federal securities laws give to shareholders
of
public companies, will be impacted as a result of the Offer.  We
presume that you will continue to be a reporting company with
respect
to the other classes of securities you have registered under the
Exchange Act but you should advise holders of this fact.

	Determination of Conversion Premium, page 18
16. How was the amount of consideration to be offered per share
arrived at?  You indicate on page 17 that you "considered the fact
that the trading prices of the Notes have become increasingly more
correlated with the trading prices of [y]our Common Stock due to
the
substantial increase in the trading price of [y]our Common Stock
since the Notes were issued."  How did your consideration of this
fact impact how you arrived at the amount of consideration you are
offering to Note holders?

	Fairness of the Offer, page 18
17. In your discussion of Substantive Fairness - Amount of
Payments,
please revise to quantify the difference between the foregone
interest less the projected amount of the holders` cash dividends
with respect to the Common Stock received in the offer, for which
you
indicate the conversion premium is designed to compensate.
18. In your discussion of the Substantive Fairness - Financial
Advisor, please elaborate upon why you did not seek a report,
opinion
or appraisal from your advisor.
19. In your discussion of the Substantive Fairness - Other
Factors,
please revise to explain how the current and historical trading
prices of the Notes and Common Stock assisted you in arriving at
the
fairness of the Conversion Premium.  In doing so, please provide
quantified information where possible.  For example, we note that
the
trading prices of the Notes over the last two years are well in
excess of the Conversion Premium.  Explain how you determined the
Conversion Premium to be fair notwithstanding this trend.
20. In the same discussion, we note your indication that you did
not
take into account going concern value, liquidation value, book
value
or similar value.  Please revise to explain why, as 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 discussed.  See
Exchange
Act Release 17719 (April 13, 1981).
21. In addition, in response to Item 1002(f) of Regulation M-A,
please revise to discuss the purchase prices that were paid in the
purchases you made.  Considering some of the prices paid over the
last year exceed the Conversion Premium, tell us how you
determined
that the price you are offering presently is substantively fair.
22. In your discussion of Procedural Fairness - Conversion Price,
revise to explain how the original conversion price, which was
determined in 2003, is relevant to your discussion of the
procedural
fairness of the offer.
23. We note that you indicate under Item 8 of your Schedule 13E-3
that none of your non-employee directors have retained an
unaffiliated representative to act on behalf of the unaffiliated
security holders of the Company.  Please revise to explain why in
the
context of your determination that the offer is procedurally fair.
24. You indicate that the discussion of fairness is "intended to
address the principal factors upon which the board based its
determination that the offer is fair to all Note holders."  Please
confirm that the discussion is that of the material, as opposed to
principal, factors, consistent with Item 1014(b) of Regulation M-
A.

The Offer, page 28
	Terms of the Offer, page 28
25. You indicate that "you can provide no assurance that [you]
will
be able to make payment on [the second business day after the
expiration date of the offer.]"  Considering your obligation to
pay
the consideration promptly following the expiration of the offer,
please revise to remove this statement or advise us as to how you
intend to satisfy prompt payment pursuant to Rule 14e-1(c).
26. In the penultimate paragraph of this section, you indicate
that
you may acquire additional Notes through various means, including
a
tender offer, under terms that may be more or less favorable than
the
terms of this offer.  Please confirm that any such purchases will
comply with Rule 13e-4(f)(6).

	Conditions to the Offer, page 29
27. It is not clear from the disclosure by when the conditions you
set forth must be satisfied.  Please revise the disclosure to make
clear that all conditions to the offer, other than those dependent
upon receipt of necessary government approvals, must be satisfied
or
waived on or before the expiration of the offer.
28. A tender offer may only be subject to conditions that are not
within the direct or indirect control of the issuer and are
drafted
with sufficient specificity to allow for objective verification
that
the conditions have been satisfied.  In this regard, revise the
second bullet points to remove the reference to "threatened" as it
is
unclear how these actions could be objectively determined.
Further,
please consider quantifying your reference to "material adverse
change" in the trading price of your Notes and Common Stock so
that
it is clear what you mean by this reference.
29. In the last sentence of this section, and elsewhere in the
Offering Circular, you indicate that you "reserve the right to
terminate the offer for any reason or no reason."  This
reservation
appears to be so broad as to render the offer illusory.  Please
advise us under what circumstances, other than failure of a
condition, you intend to terminate the offer or revise to clarify
that you may only terminate the offer upon the failure of a
condition.

	Acceptance of Notes for Conversion and Payment; Delivery of
Common Stock, page 31
30. Revise your disclosure to clarify that you will pay the
consideration "promptly" following the expiration of the offer,
not
after acceptance of the Notes for exchange.  Refer to Rules 13e-
4(f)(5) and 14e-1(c).  Similarly revise the disclosure that
appears
throughout the document to clarify that you will return the Notes
not
accepted for exchange "promptly," not "as promptly as
practicable,"
following the expiration or termination of the offer.

Certain United States Federal Income Tax Considerations, page 32
31. Rather than refer to "certain" tax considerations in your
heading
and the disclosure that follows, please refer to "material" tax
considerations.  Further, we note that you have included a
disclaimer
referring to IRS Circular 230.  We object to the inclusion of this
disclaimer because investors must be able to rely on the
information
contained in your offering circular.  We do not object to a
statement
that each investor should consult his tax advisor to discuss the
tax
consequences of owning shares in view of his particular situation.
In future communications, please remove this disclaimer or tell us
why you believe it is necessary.
	Tendering U.S. Holders, page 33
32. You indicate that you "intend to treat the Conversion Premium
as
additional consideration for the Notes," however, you also
indicate
that the tax treatment is unclear.  Revise to disclose how you
determined to elect this tax treatment.

	Where You Can Find Additional Information, page 37
33. In the penultimate paragraph, you attempt to "forward
incorporate" by reference any future filings filed with the S.E.C.
from the date of this offer until it is completed.  However,
Schedule
13E-3 does not permit forward incorporation by reference.  If the
information provided to shareholders in the Offer materially
changes,
you are under an obligation to amend the Schedule 13E-3 to update
it
and to disseminate the new information to shareholders in a manner
reasonably calculated to inform them about the change.  Please
confirm your understanding.

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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.

	Please also advise us as to your intentions with respect to
re-
dissemination of the materials you revise in response to our
comments.

	In connection with responding to our comments, please
provide,
in writing, a statement acknowledging that:

* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	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 22, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE