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):  May 17, 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)

333 North Central Avenue
Phoenix, Arizona	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 3.03.  Material Modification to Rights of Security Holders.

(a)  The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)  Freeport-McMoRan Copper & Gold Inc. (the “Company”) previously reported that on February 2, 2010, its Board of Directors adopted a resolution to allow the Rights Agreement, dated as of May 3, 2000, between the Company and Mellon Investor Services LLC, successor to ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the “Rights Agreement”), as amended by Amendment No. 1 to the Rights Agreement, effective as of February 26, 2002, to expire in accordance with its terms.

The Rights Agreement expired on May 16, 2010.  As a result, each outstanding share of the Company’s common stock, par value $0.10 per share (the “Common Stock”), is no longer accompanied by a right to purchase one one-hundredth of a share of the Company’s Series A Participating Cumulative Preferred Stock (the “Right”).  The holders of Common Stock are not entitled to any payment as a result of the expiration of the Rights Agreement and the Rights issued thereunder.

In connection with the expiration of the Rights Agreement, on May 17, 2010, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of Delaware to eliminate all references in the Company’s Amended and Restated Certificate of Incorporation to the Company’s Series A Participating Cumulative Preferred Stock.  A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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:  May 17, 2010

Freeport-McMoRan Copper & Gold Inc.

Exhibit Index

Exhibit Number

3.1 Certificate of Elimination of Series A Participating Cumulative Preferred Stock.

EX-3.1

CERTIFICATE OF ELIMINATION

OF

SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK

OF

FREEPORT-McMoRan COPPER & GOLD INC.

Pursuant to Section 151(g)

of the General Corporation Law

of the State of Delaware

Freeport-McMoRan Copper & Gold Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1.That the Board of Directors of the Company (the “Board”), pursuant to Section 151 of the DGCL and the authority granted in the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), by resolution duly adopted, authorized the issuance of 2,500,000 shares of a series of Series A Participating Cumulative Preferred Stock (the “Series A Preferred Stock”), established the voting powers, preferences and relative participating and other rights, and the qualifications, limitations or restrictions thereof, and authorized the filing of a certificate of designations (the “Series A Certificate of Designations”) with respect to such Series A Preferred Stock, which Series A Certificate of Designations was filed by the Company in the office of the Secretary of State of the State of Delaware on May 3, 2000.

2.That no shares of the Series A Preferred Stock are outstanding and no shares thereof will be issued.

3.That at a meeting of the Board, the following resolutions were adopted:

NOW, THEREFORE, BE IT

RESOLVED, That promptly after May 16, 2010 the appropriate officers of the corporation are hereby authorized and directed to file a Certificate of Elimination with the office of the Secretary of State of Delaware setting forth a copy of this resolution whereupon all reference to the Series A Participating Cumulative Preferred Stock (as established by a Certificate of Designations filed in the office of the Secretary of State of Delaware on May 3, 2000, no shares of which are outstanding and no shares of which will be issued) shall be eliminated from the Amended and Restated Certificate of Incorporation, as amended, of the corporation; and further

RESOLVED, That each officer of the corporation is hereby authorized and empowered, in the name and on behalf of the corporation, from time to time to do and perform all such further acts and things and to execute and deliver all such instruments, documents, certificates and other papers as such officer may deem necessary or advisable in order to carry out and effectuate the intent and purposes of the foregoing resolutions.

4.That accordingly, all references to the Series A Preferred Stock be, and they hereby are, eliminated from the Amended and Restated Certificate of Incorporation.

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be signed by its duly authorized officer as of this 17th day of May, 2010.

[signature appears on the following page]

	FREEPORT-McMoRan COPPER & GOLD INC.
By:	/s/ C. Donald Whitmire, Jr.
Name:	C. Donald Whitmire, Jr.
Title:	Vice President and Controller - Financial Reporting

Signature Page to Certificate of Elimination