FREEPORT MCMORAN COPPER & GOLD INC
8-A12B, 1994-03-16
METAL MINING
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

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

                                   FORM 8-A
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

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

                  P.T. ALatieF Freeport Finance Company B.V.
              (Exact name of issuer as specified in its charter)

                      Freeport-McMoRan Copper & Gold Inc.
             (Exact name of guarantor as specified in its charter)

            Issuer:     The Netherlands             Not applicable
         Guarantor:       Delaware                    74-2480931
               (State or other jurisdiction of     (I.R.S. Employer
                incorporation or organization)    Identification No.)

      Building "Coolse Poort"
    Coolsingel 139 (9th Floor)
    Rotterdam, The Netherlands                             3012 AG
(Address of principal executive offices of issuer)    (Zip code of issuer)

  First Interstate Bank Building
 One East First Street, Suite 1600
           Reno, Nevada                                     89501
(Address of principal executive                     (Zip code of guarantor)
      offices of guarantor)

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

       Securities to be registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange
        Title of each class                     on which each class
        to be so registered                     is to be registered
      ----------------------                 ------------------------
       Senior Notes Due 2001               New York Stock Exchange, Inc.

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

       Securities to be registered pursuant to Section 12(g) of the Act:
                                     None
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Item 1.  Description of Issuer's Securities to be Registered.
         ---------------------------------------------------

     Incorporated by reference to information set forth under the heading
"Description of Guaranteed Notes" in the Issuer's Amendment No. 2 to the
Registration Statement (the
"Registration Statement") on Form S-3 filed with the Securities and
Exchange Commission on March 15, 1994 (File Nos. 33-52257 and 33-52257-01).

Item 2.  Exhibits.
         --------

  1.  Registration Statement on Form S-3 filed with the Securities and
      Exchange Commission on March 15, 1994 (File Nos. 33-52257 and
      33-52257-01).

 *2.  Specimen of certificate of the Issuer's Senior Note.

 *3.  Form of Indenture among the Issuer, Guarantor and Chemical Bank, as
      Trustee.

- ------------
* To be filed by amendment.


                                   SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, P.T. ALatieF Freeport Finance Company B.V. has duly caused this
registration statement on Form 8-A to be signed on its behalf by the
undersigned, thereto duly authorized.


                           Issuer:  P.T. ALATIEF FREEPORT FINANCE COMPANY B.V.

                                    By:    /s/  ROBERT M. WOHLEBER
                                           __________________________________
                                           Name:   Robert M. Wohleber
                                           Title:  Managing Director


Dated:   March 15, 1994

     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Freeport-McMoRan Copper & Gold Inc. has duly caused this
registration statement on Form 8-A to be signed on its behalf by the
undersigned, thereto duly authorized.


                           Guarantor:   FREEPORT-MCMORAN COPPER & GOLD INC.


                                        By:  /s/  MICHAEL C. KILANOWSKI, JR.
                                            _________________________________
                                            Name:  Michael C. Kilanowski, Jr.
                                            Title: Secretary

Dated:   March 15, 1994


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