FREEPORT MCMORAN COPPER & GOLD INC
8-K, 1996-12-03
METAL MINING
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                         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): November 27, 1996


                         FREEPORT-McMoRan COPPER & GOLD INC.

           
             Delaware                     1-9916              74-2480931
         (State or other               (Commission          (IRS Employer
          jurisdiction of               File Number)         Identification
          incorporation or                                   Number)
          organization)


                                 1615 Poydras Street
                            New Orleans, Louisiana  70112

     Registrant's telephone number, including area code:  (504) 582-4000


          Item 5.  Other Events.
                   -------------
          The following news release was issued by Freeport-McMoRan  Copper
          & Gold Inc. on November 27, 1996:

               New Orleans,  LA.,  November  27,  1996  --  Freeport-McMoRan
          Copper & Gold Inc.  (FCX) announced today that  it has called  for
          redemption on December 27, 1996 all of its  outstanding Depositary
          Shares (the  Depositary  Shares)  representing  the  company's  7%
          Convertible Exchangeable Preferred Stock  (the Preferred Stock).  
          FCX will  pay the  sum of  $26.05, plus  $0.2663 representing  the
          amount of accrued and unpaid  dividends to the redemption  date on
          each Depositary  Share,  for  a  total  payment  of  $26.3163  per
          Depositary Share.

               As an  alternative to  redemption and  at the  option of  the
          holder, the  Depositary Shares  are  convertible until  5:00  p.m.
          (Eastern Standard Time) on  December 27, 1996  into shares of  FCX
          Class A common stock at  a conversion rate equal  to approximately
          1.0208 shares of FCX Class A common stock per Depositary Share. In
          lieu of any fractional  share issuance, an equivalent  amount will
          be paid in cash by FCX.

               As long  as the  market price  of FCX  Class  A common  stock
          remains above $25.78 per  share, holders of the  Depositary Shares
          will receive more value  upon conversion of the  Depositary Shares
          into shares of FCX Class A common stock than they  would otherwise
          receive upon redemption.  On November 26, 1996, the  closing price
          of FCX Class  A common  stock as reported  on the  New York  Stock
          Exchange Composite Tape was $30.125 per share.  If  all Depositary
          Shares are converted into Class A common shares an  additional 8.9
          million Class A  common shares will  be issued.   FCX Class A  and
          Class B common shares and common share equivalents  outstanding on
          September 30, 1996 totaled approximately 195 million shares.

               ChaseMellon Shareholder  Services,  L.L.C.,  the  depositary,
          will mail today a notice of redemption to all holders of record of
          the Depositary Shares.

               FCX is engaged in mineral exploration and development, mining
          and milling of copper, gold  and silver in Irian  Jaya, Indonesia,
          and the smelting and  refining of copper  concentrates in Spain.  
          FCX is also involved in a joint venture to construct and operate a
          smelter/refinery in Indonesia.




                                      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,  thereunto   duly
          authorized.

                                        FREEPORT-McMoRan COPPER & GOLD INC.


                                        By:      /s/ Michael A. Weaver
                                             ------------------------------
                                                   Michael A. Weaver
                                              Controller - Financial Reporting
                                                 (authorized signatory and
                                                Principal Accounting Officer)

          Date:  December  3, 1996




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