MAGMA COPPER CO
SC 13E4/A, 1995-06-19
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               ------------------

                                SCHEDULE 13E-4/A
                                   Rule 13E-4
                               (Amendment No. 2)
                         Issuer Tender Offer Statement
       (Pursuant to Section 13(e) of the Securities Exchange Act of 1934
                 and Rule 13e-3 (Section 240.13e-3) thereunder)

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

                             MAGMA COPPER COMPANY
                               (Name of Issuer)

                             MAGMA COPPER COMPANY
                     (Name of Person(s) Filing Statement)

                 COMMON STOCK WARRANTS, $8.50 EXERCISE PRICE
                        (Title of Class of Securities)

                                  559177118
                    (CUSIP Number of Class of Securities)

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

                              Douglas J. Purdom
                           Chief Financial Officer
                             Magma Copper Company
                      7400 North Oracle Road, Suite 200
                            Tucson, Arizona 85704
                                (520) 575-5600
           (Name, Address and Telephone Number of Person Authorized
               to Receive Notices and Communications on Behalf
                      of the Person(s) Filing Statement)

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

                                   Copy to:
                              Steven D. Pidgeon
                            Snell & Wilmer L.L.P.
                              One Arizona Center
                         Phoenix, Arizona 85004-0001
                                (602) 382-6252

Response to Instruction D
- -------------------------

The offer (the "Offer") of Magma Copper Company (the  "Company") to purchase its
Common Stock Warrants,  $8.50 Exercise Price (the "Warrants"),  expired at 12:00
midnight  Eastern Time on  Wednesday,  June 14, 1995. Of the  approximately  4.1
million  Warrants  outstanding at commencement of the Offer,  approximately  3.9
million Warrants were tendered and purchased in the Offer. The Company agreed to
pay $8.25 per Warrant properly tendered and accepted,  resulting in an aggregate
purchase price for the Warrants of $32 million.
     

                                   SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.


                                   MAGMA COPPER COMPANY,
                                   a Delaware corporation



                                   By        Douglas J. Purdom
                                      -------------------------------
                                             Douglas J. Purdom
                                             Chief Financial Officer

Dated: June 19, 1995




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