Sec Form 4 Filing - ADKERSON RICHARD C @ FREEPORT MCMORAN COPPER & GOLD INC - 2012-02-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ADKERSON RICHARD C 2. Issuer Name and Ticker or Trading Symbol FREEPORT MCMORAN COPPER & GOLD INC [ FCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 333 NORTH CENTRAL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2012 (Street) PHOENIX, AZ85004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/09/2012 M 250,000 A $ 12.295 2,069,303 D Common Stock 02/09/2012 F( 1 ) 141,550 D $ 46.42 1,927,753 D Common Stock 02/09/2012 S 503,516 D $ 46.4953 ( 2 ) 1,424,237 D Common Stock 02/09/2012 G V 100,000 D $ 0 1,324,237 D Common Stock 20,330 I By IRA Common Stock 415,844 I Through Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (right to buy) $ 12.295 02/09/2012 M 250,000 02/02/2010( 3 ) 02/02/2019 Common Stock 250,000 $ 0 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ADKERSON RICHARD C 333 NORTH CENTRAL AVENUE PHOENIX, AZ85004 X President and CEO Signatures Kelly C. Simoneaux, on behalf of Richard C. Adkerson, pursuant to a power of attorney 02/10/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares delivered and withheld in payment of exercise price of options and resulting taxes. ( 2 )The price reported represents the weighted average price of the shares sold. Shares were sold at varying prices in the range of $46.25 - $47.23. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. ( 3 )25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof.

Remarks: Following the reported transactions, Mr. Adkerson's beneficial ownership includes 970,632 shares of Common Stock and 353,605 Performance Based Restricted Stock Units. He also holds options to acquire a total of 5,080,000 shares of Common Stock, 3,625,000 of which are vested and 1,455,000 of which are unvested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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