8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 9, 2010

FREEPORT-McMoRan COPPER & GOLD INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9916	74-2480931
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

One North Central Avenue
Phoenix, AZ	85004-4414
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (602) 366-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

Freeport-McMoRan Copper & Gold Inc. (FCX) issued a press release dated April 9, 2010, announcing that it recommends rejection of TRC Capital Corporation’s unsolicited “mini-tender offer” to FCX shareholders to purchase up to 1,000,000 shares of FCX common stock at a below-market price of $83.00 per share (see Exhibit 99.1).

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

The Exhibit included as part of this Current Report is listed in the attached Exhibit Index.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FREEPORT-McMoRan COPPER & GOLD INC.

By: /s/ C. Donald Whitmire, Jr.

----------------------------------------

C. Donald Whitmire, Jr.

Vice President and Controller -

Financial Reporting

(authorized signatory and

Principal Accounting Officer)

Date:  April 9, 2010

Freeport-McMoRan Copper & Gold Inc.

Exhibit Index

Exhibit

Number

99.1 Press Release dated April 9, 2010, titled “Freeport-McMoRan Copper & Gold Inc. Recommends Rejection of Below-Market Price Mini-Tender Offer.”

EX-99.1

One North Central Avenue  §  Phoenix, AZ  85004	Financial Contacts:		Media Contact:
	Kathleen L. Quirk (602) 366-8016	David P. Joint (504) 582-4203	William L. Collier (504) 582-1750

Freeport-McMoRan Copper & Gold Inc.

Recommends Rejection of Below-Market Price Mini-Tender Offer

PHOENIX, AZ, April 9, 2010 – Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) announced today that it has been notified by TRC Capital Corporation (TRC) that it is making an unsolicited “mini-tender offer” to FCX shareholders to purchase up to 1,000,000 shares of FCX common stock at a below-market price of $83.00 per share.  FCX cautions holders of its common stock that TRC’s offer price was approximately 4.96 percent below the $87.33 per share closing price of FCX’s common stock on April 6, 2010, the day prior to the date of the offer, and approximately 3.54 percent below the $86.05 per share closing price of FCX’s common stock on April 8, 2010.  The shares sought by TRC represent approximately 0.23 percent of FCX’s total outstanding shares of common stock.

FCX does not endorse this unsolicited mini-tender offer, and FCX is not associated in any way with TRC, the mini-tender offer or the offer documentation. FCX recommends that shareholders not tender their shares because the offer price is below FCX’s current share price.  FCX urges shareholders to obtain current market quotes for their shares of FCX common stock, consult with their financial advisor and exercise caution with respect to TRC’s offer. FCX notes that TRC’s offer is subject to a number of conditions, including a financing condition, so that TRC may not be obligated to purchase shares tendered pursuant to its offer.

The Securities and Exchange Commission (SEC) has issued an investor alert regarding mini-tender offers such as this one, noting that in making offers at below-market prices, bidders are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”  According to the SEC, because mini-tender offers are for less than 5 percent of a company’s stock, they are not subject to regulations that provide the investor protections required for larger tender offers, including the filing of disclosure and other tender offer documents with the SEC and other procedural protections mandated by the U.S. securities laws.  The SEC’s investor alert can be found on the SEC web site at http://www .sec.gov/investor/pubs/minitend.htm.

According to TRC’s current offer documents, FCX shareholders who already have tendered shares may withdraw their shares at any time prior to 12:01 a.m. New York City time on Thursday, May 6, 2010 by following the procedures described in the offer documents.

FCX encourages stockbrokers and dealers as well as other market participants to review the SEC's and the NYSE's recommendations on mini-tender offers, available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in Information Memo Number 01-27, issued by the NYSE on Sept. 28, 2001, which can be found under the "Regulation -- NYSE -- Rules & Interpretations -- Information Memos" tab at www.nyse.com.

FCX is a leading international mining company with headquarters in Phoenix, Arizona.  FCX operates large, long-lived, geographically diverse assets with significant proven and probable reserves of copper, gold and molybdenum.  FCX has a dynamic portfolio of operating, expansion and growth projects in the copper industry and is the world’s largest producer of molybdenum.

The company’s portfolio of assets includes the Grasberg mining complex, the world’s largest copper and gold mine in terms of recoverable reserves, significant mining operations in the Americas, including the large scale Morenci and Safford minerals districts in North America and the Cerro Verde and El Abra operations in South America, and the Tenke Fungurume minerals district in the Democratic Republic of Congo.  Additional information about FCX is available on our web site at www.fcx.com.

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