Filed
Pursuant to Rule 424(b)(2)
Registration
Statement File No. 333-140997
Prospectus
Supplement
(To
Prospectus dated March 1, 2007)
26,780,192
Shares
Freeport-McMoRan
Copper & Gold Inc.
Common
Stock
_______________________
Pursuant
to the distribution agreement dated January 26, 2009, between us and J.P. Morgan
Securities Inc. (“J.P.Morgan”), which was filed as an exhibit to our current
report on Form 8-K filed with the Securities and Exchange Commission on January
26, 2009 and is incorporated by reference herein, during the period from January
26, 2009 through February 11, 2009, we sold 26,780,192 shares of our common
stock, par value $0.10 per share, by means of ordinary brokers’ transactions on
the New York Stock Exchange, or NYSE, at market prices through J.P.Morgan, as
our sales agent. Our gross proceeds from such sales were $750
million, and the aggregate gross sales commission to the sales agent was
approximately $9 million. Our aggregate net proceeds from such sales
were approximately $740 million, after deducting related expenses, including
commissions to the sales agent. The offering is now
complete.
Our
common stock is listed for trading on the NYSE under the symbol “FCX.” On
February 11, 2009, the last reported sale price of our common stock on the NYSE
was $27.92 per share.
This
prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus, dated March 1, 2007, and the
prospectus supplement, dated January 26, 2009.
Investing in our common stock
involves risks. Before buying shares of our common stock, you should read the
discussion of material risks described in “Risk factors” beginning on
page S-13 of the
prospectus supplement dated January 26, 2009 for more
information.
_____________
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus
supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
J.P.Morgan
_______________
The date
of this prospectus supplement is February 12, 2009.