FREEPORT MCMORAN COPPER & GOLD INC
S-3/A, 1996-05-20
METAL MINING
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         As filed with the Securities and Exchange Commission on May 20, 1996.
                                                   Registration No. 333-2699
    
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

   
                                  AMENDMENT NO. 1
                                       TO
                                    FORM S-3
              REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OF 1933
    

                        Freeport-McMoRan Copper & Gold Inc.
                             FCX Finance Company B.V.
             (Exact name of each registrant as specified in its charter)
                
                
   Delaware               1615 Poydras Street             74-2480931
 The Netherlands       New Orleans, Louisiana  70112     Not Applicable
(State or other jurisdiction   (504) 582-4000           (I.R.S.Employer
of  incorporation  or  (Address, including Zip Code,     Identification Nos.)
organization)         and telephone number, including
                      area code, of the Registrants'
                       principal executive offices)



                         Henry A. Miller, Esq.
                    Freeport-McMoRan Copper & Gold Inc.
                     Vice President and General Counsel
                            1615 Poydras Street
                       New Orleans, Louisiana  70112
                           (504) 582-4000
           (Name, address,  including  zip  code, and telephone number,
        including area  code,  of  agent for service of each Registrant)


                             Copies to:
        
                       William B. Masters, Esq.
                  Jones, Walker, Waechter, Poitevent,
                         Carrere & Denegre, L.L.P.
                           201 St. Charles Avenue
                       New Orleans, Louisiana  70170


     Approximate date of commencement of proposed  sale  to the public:
     From  time  to time after this Registration Statement becomes effective.



                     If the  only  securities being registered on this Form
          are being offered pursuant  to  dividend or interest reinvestment
          plans, check the following box.  *

                     If any of the securities being registered on this Form
          are to be offered on a delayed or  continuous  basis  pursuant to
          Rule  415 under the Securities Act of 1933, other than securities
          offered only in connection with dividend or interest reinvestment
          plans, check the following box.  X

                     If   this   Form   is  filed  to  register  additional
          securities for an offering pursuant  to  Rule  462(b)  under  the
          Securities  Act,  please  check  the  following  box and list the
          Securities  Act  registration  statement  number  of the  earlier
          effective registration statement for the same offering.  *

                     If  this  Form  is  a  post-effective amendment  filed
          pursuant  to  Rule  462(c) under the Securities  Act,  check  the
          following box and list  the Securities Act registration statement
          number of the earlier effective  registration  statement  for the
          same offering.  X

                     If  delivery of the prospectus is expected to be  made
          pursuant to Rule 434, please check the following box.  *

                 The Registrants  hereby  amend this registration statement
          on such date or dates as may be necessary  to delay its effective
          date until the Registrants shall file a further  amendment  which
          specifically   states   that  this  Registration  Statement  will
          thereafter become effective  in  accordance  with Section 8(a) of
          the  Securities  Act of 1933 or until the registration  statement
          shall become effective  on  such  date  as the Commission, acting
          pursuant to said Section 8(a), may determine.

       The information contained herein is subject to completion or amendment.  
       A Registration Statement relating to the securities has been filed with 
       the Securities and Exchange Commission.   These  securities may not be 
       sold nor may offers to buy be accepted prior to the time the 
       Registration Statement becomes effective.  This Prospectus shall not
       constitute an offer to sell or the solicitation of an offer to buy 
       nor shall there be any sale of these securities in any state in which
       such offer, solicitation or sale would be unlawful prior to
       registration or qualification under the securities laws of any such 
       state.
                       
<PAGE>                       
   
     SUBJECT TO COMPLETION, dated May 20, 1996        PROSPECTUS      
    
                           $750,000,000

                 Freeport-McMoRan Copper & Gold Inc.

                         Debt Securities
                           Guarantees
                         Preferred Stock
                            Warrants

                        FCX Finance Company B.V.

                     Guaranteed Debt Securities            
                     ______________________________

     Freeport-McMoRan  Copper  & Gold Inc. (the "Company" or
  "FCX") may offer and issue from  time to time, together or
  separately,  in one or more series  (i)  Debt  Securities,
  which  may  be  either  senior  debt  securities  ("Senior
  Securities"), senior subordinated debt securities ("Senior
  Subordinated Securities")  or subordinated debt securities
  ("Subordinated  Securities"),  consisting  of  debentures,
  notes,  bonds  and/or   other   unsecured   evidences   of
  indebtedness,    (ii)    unconditional   and   irrevocable
  guarantees ("Guarantees") of Debt Securities issued by FCX
  Finance  Company  B.V.  ("FCX  Finance"),  a  wholly-owned
  subsidiary of FCX, (iii) shares of the Company's Preferred
  Stock, par value $0.10 per  share ("Preferred Stock"), and
  (iv) Warrants ("Warrants") to  purchase Debt Securities or
  Preferred Stock.  FCX Finance may  offer  and  issue  from
  time   to  time  Senior  Securities,  Senior  Subordinated
  Securities and Subordinated Securities guaranteed, in each
  case, as  to  principal,  interest,  premium,  if any, and
  additional   amounts,   if  any,  by  FCX,  consisting  of
  debentures, notes, bonds  and/or other unsecured evidences
  of  indebtedness in one or more  series  (the  "Guaranteed
  Debt  Securities"  and  together  with the Debt Securities
  that  may be issued by FCX, the "Debt  Securities").   The
  foregoing  securities  are collectively referred to as the
  "Securities."   The  Securities  will  be  offered  at  an
  aggregate  initial  offering  price  not  to  exceed  U.S.
  $750,000,000 (or its  equivalent  (based on the applicable
  exchange rate at the time of sale)  in one or more foreign
  currencies,  currency  units  or composite  currencies  as
  shall be designated by FCX or FCX Finance, as the case may
  be) at prices and on terms to be determined at the time of
  sale.

     The accompanying Prospectus  Supplement sets forth with
  regard to the particular Securities  in  respect  of which
  this  Prospectus  is  being delivered: (i) in the case  of
  Debt Securities, the title,  aggregate  principal  amount,
  denominations (which may be in United States dollars or in
  any other currency, currencies or currency unit, including
  the  European Currency Unit), maturity, interest rate,  if
  any (which  may  be  fixed  or  variable),  or  method  of
  calculation  thereof, and time of payment of any interest,
  premium and additional  amounts,  if  any,  any  terms for
  redemption  at the option of the Company (or, in the  case
  of Guaranteed  Debt  Securities  issued by FCX Finance, at
  the option of FCX Finance) or the  holder,  any  terms for
  sinking fund payments, any conversion or exchange  rights,
  any  listing  on  a  securities  exchange  and the initial
  public  offering  price and any other terms in  connection
  with the offering and  sale  of such Debt Securities; (ii)
  in the case of Preferred Stock,  the  designation,  stated
  value and liquidation preference per share, initial public
  offering  price, dividend rate (or method of calculation),
  dates on which  dividends  shall be payable and dates from
  which dividends shall accrue,  any  redemption  or sinking
  fund  provisions,  conversion  or exchange rights, whether
  the Company has elected to offer  the  Preferred  Stock in
  the   form  of  depositary  shares,  any  listing  of  the
  Preferred  Stock  on  a  securities exchange and any other
  terms in connection with the  offering  and  sale  of such
  Preferred  Stock;  and (iii) in the case of Warrants,  the
  number and terms thereof,  the  designation and the number
  of Securities issuable upon their  exercise,  the exercise
  price,  any  listing  of  the  Warrants  or the underlying
  Securities on a securities exchange and any other terms in
  connection  with  the offering, sale and exercise  of  the
  Warrants.  The Prospectus  Supplement  will  also  contain
  information,  as  applicable,  about certain United States
  federal  income  tax  considerations   relating   to   the
  Securities  in  respect  of which this Prospectus is being
  delivered.

     The Senior Securities of  FCX and FCX Finance will rank
  equally  with  all  other  unsubordinated   and  unsecured
  indebtedness  of  the  Company.   The  Senior Subordinated
  Securities of FCX and FCX Finance will be  subordinated to
  all existing and future Senior Indebtedness  (as  defined)
  of  the  Company,  and  senior  to all existing and future
  Subordinated  Indebtedness (as defined)  of  the  Company.
  The Subordinated Securities of FCX and FCX Finance will be
  subordinated   to   all   existing   and   future   Senior
  Indebtedness and  Senior  Subordinated Indebtedness of the
  Company.  All or a portion  of  any Debt Securities may be
  issued in permanent global form.
   
     FCX and FCX Finance may sell Securities  to  or through
  one  or  more underwriters, dealers or agents or to  other
  purchasers.   The  accompanying Prospectus Supplement sets
  forth the names of any  underwriters,  dealers  or  agents
  involved in the sale of the Securities in respect of which
  this Prospectus is being delivered, the principal amounts,
  if  any,  to be purchased by any underwriters, dealers  or
  sold through  any  agents and the compensation, if any, of
  such underwriters or agents.  See "Plan of Distribution."
    
     This Prospectus may  not be used to consummate sales of
  Securities unless accompanied by a Prospectus Supplement.

     PROSPECTIVE PURCHASERS  OF  SECURITIES SHOULD CAREFULLY
  CONSIDER  THE MATTERS SET FORTH UNDER  THE  CAPTION  "RISK
  FACTORS" BEGINNING ON PAGE 5.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
  COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES  
  COMMISSION  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
   
  May    , 1996
    
<PAGE>
      No dealer, salesperson or other person has been authorized to give
   any information  or  to  make  any  representations  not contained or
   incorporated  by  reference  in this Prospectus or in the  Prospectus
   Supplement,   and,   if   given   or  made,   such   information   or
   representations must not be relied  upon as having been authorized by
   FCX,  FCX  Finance  or  any  underwriter,   agent  or  dealer.   This
   Prospectus  and  the  accompanying  Prospectus  Supplement   do   not
   constitute  an offer to sell or a solicitation of an offer to buy any
   Securities other than the Securities to which they relate or an offer
   to sell, or a  solicitation  of an offer to buy, to any person in any
   jurisdiction  where  such  an  offer  to  or  solicitation  would  be
   unlawful.   Neither  the  delivery   of   this   Prospectus  nor  the
   accompanying  Prospectus  Supplement,  nor  any sale made  thereunder
   shall,  under  any  circumstances,  create the implication  that  the
   information contained or incorporated  by reference herein or therein
   is correct as of any time subsequent to their respective dates.
   
      IN  CONNECTION  WITH  THE  OFFERING  OF  CERTAIN  SECURITIES,  THE
   UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
   MAINTAIN  THE  MARKET  PRICES  OF  SUCH OFFERED SECURITIES  OR  OTHER
   SECURITIES OF FCX OR FCX FINANCE AT  LEVELS  ABOVE  THOSE WHICH MIGHT
   OTHERWISE   PREVAIL  IN  THE  OPEN  MARKET.   SUCH  STABILIZING,   IF
   COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
    

                           AVAILABLE INFORMATION

      The Company  is  subject  to the informational requirements of the
   Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
   in accordance therewith files  reports,  proxy  statements  and other
   information   with   the  Securities  and  Exchange  Commission  (the
   "Commission").  Such reports,  proxy statements and other information
   filed with the Commission by the  Company can be inspected and copied
   at the public reference facilities  maintained  by  the Commission at
   Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.,
   20549,  and  at  the  regional offices of the Commission  located  at
   Citicorp  Center,  500 West  Madison  Street,  Suite  1400,  Chicago,
   Illinois, 60661 and  at  Seven  World  Trade  Center, 13th Floor, New
   York, New York, 10048.  Copies of such material  can be obtained from
   the Public Reference Section of the Commission at  450  Fifth Street,
   N.W.,  Washington,  D.C., 20549, at prescribed rates.  Such  reports,
   proxy statements and  other  information  concerning  the Company can
   also  be  inspected  at  the  offices of the New York Stock  Exchange
   ("NYSE") at 20 Broad Street, New York, New York, 10005.

      FCX  Finance is a wholly-owned  subsidiary  of  the  Company.   It
   currently   is   not   independently   subject   to  the  information
   requirements  of  the Exchange Act.  FCX Finance has  applied  for  a
   conditional exemption  pursuant  to Section 12(h) of the Exchange Act
   from  the  informational  requirements   of   the  Exchange  Act  and
   anticipates that no independent reports concerning  FCX  Finance will
   be  sent  to  holders  of  Guaranteed  Debt Securities issued by  FCX
   Finance.

      The  Company  and  FCX  Finance have filed  a  joint  registration
   statement  on Form S-3 (herein,  together  with  all  amendments  and
   exhibits referred  to  as  the  "Registration  Statement")  with  the
   Commission  under  the  Securities  Act  of  1933,  as  amended  (the
   "Securities  Act"),  pertaining  to  the  Securities  covered by this
   Prospectus.   This  Prospectus,  filed  as a part of the Registration
   Statement,  does not contain all the information  set  forth  in  the
   Registration Statement or the exhibits and schedules thereto, certain
   parts  of  which  are  omitted  in  accordance  with  the  rules  and
   regulations of the Commission, and to which reference is hereby made.
   Statements made  in  this  Prospectus  as  to  the  contents  of  any
   contract,  agreement  or  other  document  filed as an exhibit to the
   Registration Statement are summaries of the  terms of such contracts,
   agreements or documents.  Reference is made to  each such exhibit for
   a  more  complete  description  of  the  matters involved,  and  such
   statements  shall  be  deemed  qualified in their  entirety  by  such
   reference.

              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
      The Company's (i) Annual Report  on  Form 10-K for the fiscal year
   ended December 31, 1995 (File No 1-9916) and (ii) Quarterly Report on
   Form 10-Q for the quarter ended March 31, 1996, which have been filed
   by the Company with the Commission pursuant  to the Exchange Act, are
   by this reference incorporated in and made a part of this Prospectus.
    
      All reports and other documents subsequently  filed by the Company
   pursuant  to  Section 13(a), 13(c), 14 or 15(d) of the  Exchange  Act
   after the date of this Prospectus and prior to the termination of the
   offering of the  Securities  shall  be  deemed  to be incorporated by
   reference  herein  and  to  be  part  of this Prospectus  from  their
   respective dates of filing.  Any statement  contained  in  a document
   incorporated  or deemed to be incorporated by reference herein  shall
   be deemed to be modified or superseded to the extent that a statement
   contained herein  or  in  any other document subsequently filed which
   also is or is deemed to be  incorporated by reference herein modifies
   or  supersedes  such  statement.    Any   statement  so  modified  or
   superseded shall not be deemed, except as so  modified or superseded,
   to constitute a part of this Prospectus.

      The Company hereby undertakes to provide without  charge  to  each
   person  to  whom this Prospectus is delivered, upon a written or oral
   request, a copy  of any or all of the documents that are incorporated
   herein by reference  (other  than  exhibits to such documents, unless
   such exhibits are specifically incorporated  by  reference  into such
   documents).  Requests should be directed to Freeport-McMoRan Copper &
   Gold  Inc.,  Attention:  Secretary, 1615 Poydras Street, New Orleans,
   Louisiana, 70112 (Telephone: (504) 582-4000).


                      ENFORCEMENT OF CIVIL LIABILITIES

      FCX  Finance  is  a  private   company   with   limited  liability
   incorporated in The Kingdom of the Netherlands.  Substantially all of
   its  assets are located outside the United States.  FCX  Finance  has
   been advised  by  its  legal  counsel  in  the  Netherlands,  Wouters
   Advocaten, that there is no treaty between the United States and  the
   Netherlands  for  the mutual recognition and enforcement of judgments
   (other than arbitration  awards)  in  civil  and  commercial matters.
   Therefore, final judgments for the payment of money  rendered  by any
   federal or state court in the United States based on civil liability,
   whether  or  not  predicated solely upon the federal securities laws,
   would not be directly  enforceable  in  the Netherlands.  In order to
   enforce  in  the  Netherlands  any  United States  judgment  obtained
   against FCX Finance, proceedings must  be initiated before a court of
   competent jurisdiction in the Netherlands.  A Netherlands court will,
   under  current practice, normally issue a  judgment  based  upon  the
   judgment rendered by the United States court if it finds that (i) the
   United States  court  had jurisdiction over the original proceedings,
   (ii) the judgment was obtained  in  compliance with principles of due
   process, (iii) the judgment is final  and  conclusive  such  that all
   appeals have been exhausted and (iv) the judgment does not contravene
   the  public policy or public order of the Netherlands.  Based on  the
   foregoing, there can be no assurance that the United States investors
   will be  able  to enforce against FCX Finance, certain members of the
   Board of Directors of FCX Finance or certain experts named herein who
   are residents of  the  Netherlands or countries other than the United
   States  any  judgment  in civil  and  commercial  matters,  including
   judgments under the federal  securities  laws.   FCX Finance has been
   advised  by  such  counsel  that,  under  certain  circumstances,   a
   Netherlands  court  might impose civil liability on FCX Finance or on
   members of the Board  of  Directors  of  FCX  Finance  in an original
   action  predicated  solely  upon the federal securities laws  of  the
   United States brought in a court  of  competent  jurisdiction  in the
   Netherlands against the Issuer or such members.

      FCX,  the  guarantor  of  any  Guaranteed  Debt  Securities,  is a
   Delaware  corporation  with  its  principal  executive offices in the
   United  States.   Accordingly,  process may be served  and  judgments
   enforced  against  FCX  in  the United  States,  including  judgments
   predicated  upon  the civil liabilities  provisions  of  the  federal
   securities laws of the United States.
<PAGE>
                                THE COMPANY

      Freeport-McMoRan Copper & Gold Inc., a Delaware corporation ("FCX"
   or the "Company"),  is  one  of  the  world's largest copper and gold
   companies in terms of reserves and production,  and  believes that it
   has one of the lowest cost copper producing operations  in the world,
   taking  into  account  customary credits for related gold and  silver
   production.

      FCX's principal operating  subsidiary  is  P.T. Freeport Indonesia
   Company, a limited liability company organized  under the laws of the
   Republic of Indonesia and domesticated in Delaware  ("PT-FI").  PT-FI
   engages in the exploration for and development, mining and processing
   of  copper, gold and silver in Irian Jaya, Indonesia pursuant  to  an
   agreement  (a "COW" or "Contract of Work") with the Government of the
   Republic of  Indonesia  (the  "Indonesian  Government")  and  in  the
   worldwide  marketing of concentrates containing such metals.  PT-FI's
   largest mine,  Grasberg,  was  discovered  in  1988  and contains the
   largest  single  gold  reserve and one of the three largest  open-pit
   copper reserves in the world.

      Through P.T. IRJA Eastern Minerals Corporation ("Eastern Mining"),
   FCX holds an additional COW in Irian Jaya.  Eastern Mining was formed
   in 1994 for the purpose  of  acquiring,  holding  and  developing the
   Eastern Mining COW.

      FCX  is  also  engaged  in  the  smelting  and  refining of copper
   concentrates in Spain through its indirect, wholly-owned  subsidiary,
   Rio Tinto Minera, S.A.

      The  Company's  principal  executive  offices are located at  1615
   Poydras  Street,  New  Orleans, Louisiana, 70112  and  its  telephone
   number is (504) 582-4000.


                                FCX FINANCE

      FCX  Finance  Company  B.V.  ("FCX  Finance")  is  a  wholly-owned
   subsidiary  of  FCX organized  as  a  private  company  with  limited
   liability under the  laws  of  the Netherlands on March 4, 1996.  FCX
   Finance was established for the  purpose  of  issuing  the Guaranteed
   Debt  Securities  and  other  debt securities guaranteed by  FCX  and
   lending the net proceeds thereof  to  FCX and its other subsidiaries.
   FCX Finance will be restricted from issuing  any capital stock to any
   person other than FCX and its wholly-owned subsidiaries.  FCX Finance
   will not lease or own any material facilities  or  other  property or
   engage  in  any  other  material operations.  FCX Finance's principal
   office  is c/o ABN AMRO Trust  Company  (Nederland)  B.V.  Coolsingel
   139,3000  DG, Rotterdam, The Netherlands, and its telephone number of
   011-31-10-402-4323.

<PAGE>

                                RISK FACTORS
   
      An  investment   in   any   Securities   involves  certain  risks.
   Accordingly,  prospective  investors  should consider  carefully  the
   following  factors, in addition to the other  information  concerning
   the Company  and  its business contained or incorporated by reference
   in  this Prospectus,  and  any  accompanying  Prospectus  Supplement,
   before  purchasing  any  of  the  Securities  offered hereby.  To the
   extent any of the information contained in this  Prospectus  and  any
   accompanying  Prospectus  Supplement  constitutes  a "forward-looking
   statement" as defined in Section 27A(i)(1) of the Securities Act, the
   risk  factors  set  forth below are meaningful cautionary  statements
   identifying important  factors  that  could  cause  actual results to
   differ materially from those in the forward-looking statement.
    
   Prices of Minerals

      Because  FCX's  revenues are derived primarily from  the  sale  of
   concentrates containing  copper and gold, FCX's earnings are directly
   related  to market prices for  copper  and  gold.   Prices  for  such
   minerals historically  have  fluctuated  widely  and  are affected by
   numerous factors beyond FCX's control.

   Location and Industry Risks

      PT-FI's  mining  operations  are  located  in  steeply mountainous
   terrain in a very remote area of Indonesia, which makes  the  conduct
   of  its  operations  difficult  and  has  required  PT-FI to overcome
   special engineering difficulties and develop extensive infrastructure
   facilities.  The area is subject to considerable rainfall,  which has
   led to periodic floods and mud slides.  The mine site is also  in  an
   active  seismic  area,  and  earth tremors have been experienced from
   time to time.  None of these factors  has  caused  personal injury to
   PT-FI  employees  or  significant  property  damage  not  covered  by
   insurance or any significant interruptions to production, although no
   assurance  can be given that delays, injury or damage will not  occur
   in the future.   PT-FI also is subject to the usual risks encountered
   in the mining industry,  including  unexpected  geological conditions
   resulting  in  cave-ins,  floodings  and rock-bursts  and  unexpected
   changes  in  rock  stability  conditions.    PT-FI   has  substantial
   insurance involving such amounts and types of coverage as it believes
   are   appropriate  for  its  exploration,  development,  mining   and
   processing activities in Indonesia.

   Political Factors

      Maintaining  a good relationship with the Indonesian Government is
   of  particular  importance  to  the  Company  because  its  principal
   operations are located  in  Indonesia.  PT-FI's  mining  complex  was
   Indonesia's  first  copper  mining  project  and  was the first major
   foreign  investment  in Indonesia following the economic  development
   program instituted by the Suharto administration in 1967. PT-FI works
   closely  with  the  central,  provincial  and  local  governments  in
   development efforts in  the  vicinity  of its operations. The Company
   operates in Indonesia through PT-FI by virtue  of  the  PT-FI COW and
   through Eastern Mining by virtue of the Eastern Mining COW,  both  of
   which  have  30-year  terms, provide for two 10-year extensions under
   certain conditions, and  govern  PT-FI's  and Eastern Mining's rights
   and  obligations relating to taxes, exchange  controls,  repatriation
   and other  matters.  Both  COWs  were  concluded pursuant to the 1967
   Foreign Capital Investment Law, which expresses  Indonesia's  foreign
   investment  policy and provides basic guarantees of remittance rights
   and protection  against  nationalization,  a  framework  for economic
   incentives and basic rules regarding other rights and obligations  of
   foreign investors.

      PT-FI's  mining  operations are located in the Indonesian province
   of Irian Jaya, which  occupies  the western half of the island of New
   Guinea and became part of Indonesia  during the early 1960s. The area
   surrounding  PT-FI's  mining development  is  sparsely  populated  by
   primitive indigenous tribes  and  former  residents  of more populous
   areas of Indonesia, some of whom have resettled in Irian  Jaya  under
   the  Indonesian  Government's transmigration program. Certain members
   of the indigenous  population oppose Indonesian rule over Irian Jaya,
   and several small separatist  groups  seek political independence for
   the province. Sporadic attacks on civilians  by  the  separatists and
   sporadic but highly publicized conflicts between separatists  and the
   Indonesian   military   have  led  to  allegations  of  human  rights
   violations.   PT-FI  personnel   have  not  been  involved  in  those
   conflicts.  The Indonesian military  occasionally  has  exercised its
   right to appropriate transportation and other equipment of PT-FI.

      PT-FI's  policy  has  been  to operate in Irian Jaya in compliance
   with all Indonesian laws and in  a  manner that improves the lives of
   the indigenous population.  PT-FI incurs significant costs associated
   with  its social and cultural activities.   Such  activities  include
   comprehensive   job  training  programs,  basic  education  programs,
   extensive  malaria   control  and  general  public  health  programs,
   agricultural assistance  programs,  a  business  incubator program to
   encourage  the  local  people  to  establish  their own  small  scale
   businesses, cultural preservation programs, and charitable donations.

      Following civil disturbances in the mining town of Tembagapura and
   the  lowlands  town  of  Timika  in  early 1996 and as  a  result  of
   subsequent meetings with tribal leaders,  the Company, in cooperation
   with  the Indonesian Government, agreed to redistribute  and  refocus
   its community  development  programs  by  dedicating  1%  of  PT-FI's
   revenues  over  the  next  ten years to fund these efforts and, among
   other things, to increase the  number  of  local Irianese in its work
   force.  The Indonesian Government agreed as  part  of its development
   efforts  in  Irian  Jaya  to  create  an integrated development  plan
   calling  for  the  participation of the local  indigenous  tribes  in
   creating and developing  the community development projects funded by
   the  Company.  While management  believes  that  its  efforts  to  be
   responsive  to the issues relating to the impact of its operations on
   the local indigenous tribes should ensure that mining operations will
   not be disrupted,  social  and political instability in the area may,
   in the future, have an adverse impact on PT-FI's mining operations.

   Reserves

      FCX  reserve amounts, which  are  determined  in  accordance  with
   established  mining  industry  practices and standards, are estimates
   only.  PT-FI's mines in production  or development may not conform to
   geological or other expectations, so  that  the  volume  and grade of
   reserves  recovered and the rates of production may be more  or  less
   than anticipated.   Because  ore bodies do not contain uniform grades
   of  minerals,  ore  recovery rates  will  vary  from  time  to  time,
   resulting in variations  in  volumes  of minerals sold from period to
   period.  Further, market price fluctuations in copper, gold and, to a
   lesser extent, silver, and changes in operating and capital costs may
   render certain ore reserves uneconomic  to develop.  No assurance can
   be given that FCX's exploration programs will result in the discovery
   of commercially exploitable mineral deposits.

   Environmental and Government Regulation

      The  Company's  exploration and mining activities  in  Irian  Jaya
   involve significant  engineering  and  environmental  challenges that
   relate  primarily  to  the  location  of  the mine in remote,  rugged
   highlands and the disposition of tailings through  discharge  into  a
   river  that  deposits  them  in a controlled deposition area near the
   sea.  The Company has sought to  preserve and protect the environment
   in its area of operations.

      The Company has expended significant resources, both financial and
   managerial, to comply with environmental  regulations  and permitting
   and approval requirements and anticipates that it will continue to do
   so  in  the  future.   There  can  be  no  assurance  that additional
   significant costs and liabilities will not be incurred to comply with
   such current and future regulations.

   Holding Company Structure

      Because  FCX  is primarily a holding company, conducting  business
   through its subsidiaries,  its  ability to meet its obligations under
   the Debt Securities, the Guarantees and its other indebtedness and to
   pay dividends on its Preferred Stock  and Common Stock will depend on
   the earnings and cash flow of its subsidiaries and the ability of its
   subsidiaries to pay dividends and to advance  funds  to  the Company.
   Under  certain circumstances, contractual and legal restrictions,  as
   well as  the  financial condition and operating requirements of PT-FI
   and the Company's  other  subsidiaries,  could  limit  the  Company's
   ability  to  obtain  cash  from  its subsidiaries for the purpose  of
   meeting  its  debt  service obligations,  including  the  payment  of
   principal and interest  on  any  Debt  Securities.   Any right of the
   Company to participate in any distribution of the assets of PT-FI and
   its  other  subsidiaries  upon  the  liquidation,  reorganization  or
   insolvency thereof would, with certain exceptions, be  subject to the
   claims   of  creditors  (including  trade  creditors)  and  preferred
   stockholders (if any) of such subsidiaries.

<PAGE>

                              USE OF PROCEEDS

      Unless   otherwise   set   forth   in  the  applicable  Prospectus
   Supplement, the net proceeds from the sale  of the Securities will be
   used  for  general  corporate purposes, including  the  repayment  of
   existing indebtedness,  capital expenditures and additions to working
   capital.  The Company anticipates  that  it and its subsidiaries will
   raise  additional  funds  from time to time through  equity  or  debt
   financings,  including  borrowings   under   its   revolving   credit
   facilities, to finance their businesses.


                     RATIO OF EARNINGS TO FIXED CHARGES

      The  following  table  sets  forth  the ratio of earnings to fixed
   charges and the ratio of earnings to fixed  charges,  preferred stock
   dividends   and   minimum  distributions  of  the  Company  and   its
   consolidated subsidiaries for the periods indicated.

<TABLE>
<CAPTION>
   
                                                                             Three Months
                                              Years Ended December 31,       Ended March 31,
                                            1991  1992  1993  1994  1995          1996 
                                            _____ _____ _____ _____ _____         _____
   <S>                                      <C>    <C>   <C>   <C>   <C>           <C>
   Ratio of earnings to fixed charges       4.5x   6.5x  3.6x  7.5x  6.0x          3.2x
   Ratio of earnings to fixed charges,
     preferred stock dividends and minimum
     distributions (unaudited)              3.3x   3.5x  1.2x  2.1x  3.0x          1.8x
    
</TABLE>

      For  purposes  of  calculating  the  ratios, "earnings" consist of
   income  from  continuing  operations before  income  taxes,  minority
   interest and fixed charges  and  "fixed  charges" consist of interest
   and that portion of rent which is deemed representative  of interest.
   For  purposes of calculating the ratio of earnings to fixed  charges,
   preferred  stock  dividends  and minimum distributions, the preferred
   stock dividend requirements were  assumed  to  be equal to the pretax
   earnings which would be required to cover such dividend requirements.
   The amount of such pretax earnings required to cover  preferred stock
   dividends  was  computed  using  tax  rates for the applicable  year.
   "Minimum  distributions"  for  purposes  of  calculating  this  ratio
   consist of required minimum distributions  for  the Company's Class A
   Common Stock that expired May 1, 1993.
               
<PAGE>               
               DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

      Debt Securities may be issued from time to time  in  one  or  more
   series  by  FCX  or  by FCX Finance.  In the event that any series of
   Guaranteed Debt Securities  is issued by FCX Finance, such Guaranteed
   Debt  Securities  will be offered  together  with  unconditional  and
   irrevocable guarantees  issued  by  FCX  (the  "Guarantees").  In the
   following description, references to the Issuer  refer to FCX, in the
   case of a series of Debt Securities issued by FCX, and to FCX and FCX
   Finance,  in the case of a series of Debt Securities  issued  by  FCX
   Finance.

      The Debt Securities will constitute either indebtedness designated
   as Senior Indebtedness ("Senior Securities"), indebtedness designated
   as   Senior   Subordinated    Indebtedness    ("Senior   Subordinated
   Securities") or indebtedness designated as Subordinated  Indebtedness
   ("Subordinated Securities").  The particular terms of each  series of
   Securities offered by a particular Prospectus Supplement and, if such
   Debt  Securities are offered by FCX Finance, the particular terms  of
   the Guarantees  offered in connection therewith, will be described in
   such Prospectus Supplement or Prospectus Supplements relating to such
   series.   Senior  Securities,   Senior  Subordinated  Securities  and
   Subordinated Securities will each be issued under separate indentures
   (individually an "Indenture" and collectively the "Indentures") to be
   entered into prior to the issuance  of such Debt Securities, forms of
   which  Indentures  are  filed  as  exhibits   to   this  Registration
   Statement.   The  Indentures will be substantially identical,  except
   for  provisions  relating   to   subordination  and  the  Guarantees.
   Information regarding the Trustee under an Indenture will be included
   in any Prospectus Supplement relating  to  the Debt Securities issued
   thereunder.  The following discussion includes  a summary description
   of all material terms of the Indentures, other than  terms  which are
   specific to a particular series of Debt Securities and which  will be
   described in the Prospectus Supplement relating to such series.   The
   following summaries do not purport to be complete and are subject to,
   and  are  qualified  in  their  entirety  by reference to, all of the
   provisions of the Indentures, including the  definitions  therein  of
   certain  terms  capitalized  in this Prospectus.  Wherever particular
   Sections or Articles or defined  terms of the Indentures are referred
   to herein or in a Prospectus Supplement,  such  Sections  or  defined
   terms are incorporated herein or therein by reference.

      Other  than  to the extent applicable to the Debt Securities of  a
   particular  series,   as   indicated  in  the  applicable  Prospectus
   Supplement, there are no provisions  of the Indentures that limit the
   amount of indebtedness that may be issued  or  incurred by the Issuer
   or  any  subsidiary, that restrict the Issuer's or  any  subsidiary's
   ability to incur secured indebtedness, that restrict FCX's ability to
   pay dividends  or  make  other  distributions,  nor do the Indentures
   contain provisions that would afford holders of the  Debt  Securities
   protection  in  the  event  of  a change in control, highly leveraged
   transaction, recapitalization or  similar  transaction involving FCX,
   any  of  which  could  adversely  affect  the  holders  of  the  Debt
   Securities.

   General

      The  Indentures  do  not  limit  the  aggregate  amount   of  Debt
   Securities which may be issued thereunder, and Debt Securities may be
   issued  thereunder  from  time  to  time in separate series up to the
   aggregate amount from time to time authorized  by the Issuer for each
   series.  Debt Securities of a series may be issued in registered form
   without coupons ("Registered Debt Securities"),  in  bearer form with
   or without coupons attached ("Bearer Debt Securities") or in the form
   of one or more Global Securities in registered or bearer  form (each,
   a  "Global  Security").   Bearer  Debt  Securities,  if any, will  be
   offered  only  to  non-United  States persons and to offices  located
   outside  the  United  States  of  certain   United  States  financial
   institutions.    The   Senior  Securities  will  be   unsecured   and
   unsubordinated obligations  of  the  Issuer and will rank equally and
   ratably with all other unsecured and unsubordinated  indebtedness  of
   the  Issuer.  The Senior Subordinated Securities and the Subordinated
   Securities  will  be  subordinated  in  right of payment to the prior
   payment  in  full  of the Senior Indebtedness  (as  defined)  of  the
   Issuer,  as  described   below   under   "Subordination   of   Senior
   Subordinated Securities, Subordinated Securities and Guarantees"  and
   in  a  Prospectus  Supplement  applicable  to  an  offering of Senior
   Subordinated Securities or Subordinated Securities.
      
      Any  Debt  Security  issued by FCX Finance will be unconditionally
   and irrevocably guaranteed by FCX as to payment of principal, premium
   and additional amounts, if any, and interest.

<PAGE>
   

      The applicable Prospectus  Supplement  or  Prospectus  Supplements
   will describe the following terms of the series of Debt Securities in
   respect  of which this Prospectus is being delivered: (a) the  Issuer
   (which may  be  either  the Company or FCX Finance) and title of such
   Debt Securities; (b) any  limit  on the aggregate principal amount of
   such Debt Securities; (c) whether such Debt Securities will be issued
   as  Registered  Debt  Securities,  Bearer   Debt  Securities  or  any
   combination thereof, and any limitation on issuance  of  such  Bearer
   Debt Securities and any provisions regarding the transfer or exchange
   of  such  Bearer  Debt  Securities, including exchange for Registered
   Debt Securities of the same  series;  (d)  whether  any  of such Debt
   Securities  are  to  be  issuable as a Global Security, whether  such
   Global  Securities are to be  issued  in  temporary  global  form  or
   permanent  global form, and, if so, the terms and conditions, if any,
   upon which interests  in  such  Securities  in  global  form  may  be
   exchanged,  in  whole  or in part, for the individual Debt Securities
   represented thereby; (e)  the person to whom any interest on any Debt
   Security of the series shall  be  payable if other than the person in
   whose name the Debt Security is registered  on  the  record date; (f)
   the date or dates on which such Debt Securities will mature;  (g) the
   rate  or  rates  of  interest,  if  any, or the method of calculation
   thereof, which such Debt Securities will  bear; (h) the date or dates
   from which any such interest will accrue, the  interest payment dates
   on which any such interest on such Debt Securities  will  be  payable
   and  the record date for any interest payable on any interest payment
   date;  (i)  the  place  or  places  where the principal of, interest,
   premium and additional amounts (if any)  on such Debt Securities will
   be payable; (j) the period or periods within  which,  the events upon
   the occurrence of which, and the price or prices at which,  such Debt
   Securities may, pursuant to any optional or mandatory provisions,  be
   redeemed  or  purchased,  in  whole or in part, by the Issuer and any
   terms and conditions relevant thereto; (k) the power or obligation of
   the Issuer, if any, to redeem or repurchase such Debt Securities; (l)
   the denominations in which any such Debt Securities will be issuable,
   if  other than denominations of  $1,000  and  any  integral  multiple
   thereof;  (m)  the  currency, currencies or currency unit or units of
   payment of principal  of and any premium, additional amounts (if any)
   and interest on such Debt  Securities if other than U.S. dollars; (n)
   any index or formula used to  determine  the  amount  of  payments of
   principal  of  and  any  premium,  additional  amounts  (if  any) and
   interest  on  such  Debt  Securities;  (o) if the principal of or any
   premium,  additional  amounts  (if  any) or  interest  on  such  Debt
   Securities  is to be payable, at the election  of  the  Issuer  or  a
   Holder thereof,  in  one  or  more currencies or currency units other
   than that or those in which such  Debt  Securities  are  stated to be
   payable, the currency, currencies or currency units in which  payment
   of the principal of and any premium, additional amounts (if any)  and
   interest  on Debt Securities of such series as to which such election
   is made shall  be payable, and the periods within which and the terms
   and conditions upon  which  such election is to be made; (p) if other
   than  the principal amount thereof,  the  portion  of  the  principal
   amount  of  such  Debt Securities of the series which will be payable
   upon declaration of the acceleration of the maturity thereof; (q) the
   applicability of any provisions described under "Certain Covenants of
   the Issuer" and any  additional  restrictive covenants (including any
   defined  terms relating thereto) included  for  the  benefit  of  the
   holders of  such Debt Securities; (r) the applicability of, deletions
   from, modifications of or additions to any provisions described under
   "Events of Default"  (including  any  defined terms relating thereto)
   and  any  additional  Events  of Default with  respect  to  the  Debt
   Securities; (s) the applicability  of  any provisions described under
   "Defeasance"; and (t) any other terms of  such  Debt  Securities  not
   inconsistent with the provisions of the respective Indentures.

    
      Debt  Securities  may be issued at a discount from their principal
   amount.  Any United States  federal  income  tax  considerations  and
   other  special  considerations  applicable to any such Original Issue
   Discount Securities will be described  in  the  applicable Prospectus
   Supplement.

      If the purchase price of any of the Debt Securities is denominated
   in  a foreign currency or currencies or a foreign  currency  unit  or
   units  or  if  the  principal  of and any premium and interest on any
   series  of  Debt  Securities is payable  in  a  foreign  currency  or
   currencies or a foreign  currency  unit  or  units, the restrictions,
   elections,  general  tax  considerations, specific  terms  and  other
   information with respect to  such  issue  of Debt Securities and such
   foreign currency or currencies or foreign currency unit or units will
   be set forth in the applicable Prospectus Supplement.

      Debt Securities may be presented for exchange  and registered Debt
   Securities may be presented for transfer in the manner, at the places
   and subject to the restrictions set forth in the Debt  Securities and
   the  applicable  Indenture.   Such services will be provided  without
   charge, other than any tax or other  governmental  charge  payable in
   connection therewith, but subject to the limitations provided  in the
   applicable  Indenture.   Bearer  Debt  Securities and the coupons, if
   any, appertaining thereto will be transferable by delivery.

<PAGE>
   
      Unless   otherwise   set   forth  in  the  applicable   Prospectus
   Supplement, Debt Securities may  bear  interest  at a fixed rate or a
   floating rate.  Debt Securities bearing no interest  or interest at a
   rate that at the time of issuance is below the prevailing market rate
   may  be  sold  at  a  discount  below their stated principal  amount.
   Special United States federal income tax considerations applicable to
   any such discounted Debt Securities  or  to  certain  Debt Securities
   issued at par which are treated as having been issued at  a  discount
   for  United  States federal income tax purposes will be described  in
   the relevant Prospectus Supplement.
    

      Debt Securities may be issued from time to time with payment terms
   which are calculated  by reference to the value, rate or price of one
   or more commodities, currencies  or  indices.   Holders  of such Debt
   Securities may receive a principal amount (including premium, if any)
   on any principal payment date,or a payment of additional amounts  (if
   any),  interest on any interest payment date, that is greater than or
   less than  the  amount  of  principal  (including premium, if any) or
   additional  amounts and interest otherwise  payable  on  such  dates,
   depending upon  the  value,  rate or price on the applicable dates of
   the applicable currency, commodity  or  index.  Information as to the
   methods for determining the amount of principal,  premium (if any) or
   interest payable on any date, the currencies, commodities  or indices
   to  which  the  amount  payable  on  such  date is linked and certain
   additional  tax considerations will be set forth  in  the  applicable
   Prospectus Supplement.

   Guarantees

      The Company  will  unconditionally and irrevocably guarantee, on a
   senior,  senior subordinated  or  subordinated  basis,  the  due  and
   punctual payment  of principal of, premium and additional amounts, if
   any, and interest on  any  Debt  Securities  that  are  issued by FCX
   Finance,  and  the  due  and  punctual  payment  of any sinking  fund
   payments thereon, when and as the same shall become  due and payable,
   whether  at  the maturity date, by declaration of acceleration,  call
   for  redemption   or   otherwise.    See   "Subordination  of  Senior
   Subordinated Securities, Subordinated Securities and Guarantees."

   Senior Debt

      The  Senior  Securities  will  rank  pari  passu  with  all  other
   unsecured and unsubordinated debt of the Issuer  and  senior  to  any
   Subordinated Debt Securities and Subordinated Securities.

   Subordination   of   Senior   Subordinated  Securities,  Subordinated
   Securities and Guarantees

      The indebtedness evidenced by  the  Senior Subordinated Securities
   and the Subordinated Securities will be  subordinated  and  junior in
   right  of payment to the extent set forth in the respective Indenture
   to the prior  payment  in  full  of  amounts  then  due on all Senior
   Indebtedness  (as defined below).  No payment shall be  made  by  the
   Issuer on account  of principal of (or premium or additional amounts,
   if any) or interest  on  the  Senior  Subordinated  Securities or the
   Subordinated  Securities  or  on  account  of the purchase  or  other
   acquisition  of Senior Subordinated Securities  or  the  Subordinated
   Securities, if  the  maturity  of  any  of  the  Senior  Subordinated
   Securities   or   the   Subordinated   Securities   shall  have  been
   accelerated, until all amounts due have been paid on  all outstanding
   Senior  Indebtedness,  or  if  there  shall  have  occurred  and   be
   continuing  (a)  a default in the payment of principal (or premium or
   additional amounts,  if  any)  or interest on any Senior Indebtedness
   beyond any applicable grace period with respect thereto, or any event
   of default with respect to any Senior  Indebtedness  resulting in the
   acceleration of the maturity of such Senior Indebtedness,  unless and
   until  such  default  or  event  of default shall have been cured  or
   waived or shall have ceased to exist and such acceleration shall have
   been rescinded or annulled or (b)  any  such  default  in  payment or
   event  of default shall be the subject of a judicial proceeding.   By
   reason of  these  provisions  in  the  event of default of any Senior
   Indebtedness, whether now outstanding or  hereafter  issued, payments
   of  principal  of  (and premium, if any) and interest on  the  Senior
   Subordinated Securities  or  the  Subordinated  Securities may not be
   permitted  to  be  made until such default is cured  or  such  Senior
   Indebtedness is paid in full.

<PAGE>

      Upon  any  distribution   of   assets   of  the  Issuer  upon  any
   receivership, dissolution, winding-up, liquidation, reorganization or
   similar proceedings of the Issuer, whether voluntary  or involuntary,
   or  in  bankruptcy  or insolvency, all principal of (and premium  and
   additional  amounts,  if  any)  and  interest  due  upon  all  Senior
   Indebtedness must be paid  in  full  before the Holders of the Senior
   Subordinated  Securities  and  the  Subordinated  Securities  or  the
   Trustee is entitled to receive or retain any assets so distributed in
   respect  of the Senior Subordinated Securities  or  the  Subordinated
   Securities.  By reason of this provision, in the event of insolvency,
   Holders of  the  Senior  Subordinated Securities and the Subordinated
   Securities may recover less,  ratably,  than  other  creditors of the
   Issuer, including holders of Senior Indebtedness.

      "Senior Indebtedness" means, when used with respect  to any series
   of  Senior  Subordinated  Securities or Subordinated Securities,  the
   principal  of  (and  premium,   if  any)  and  interest  on  (a)  all
   indebtedness  of  the  Issuer  (including   indebtedness   of  others
   guaranteed  by  the  Issuer)  other  than the Subordinated Securities
   which  is  (i) for money borrowed or (ii)  evidenced  by  a  note  or
   similar instrument  given  in  connection with the acquisition of any
   businesses, properties or assets  of any kind, (b) obligations of the
   Issuer  as lessee under leases required  to  be  capitalized  on  the
   balance sheet  of  the  lessee  under  generally  accepted accounting
   principles,  and (c) amendments, renewals, extensions,  modifications
   and refunding  of  any  such  indebtedness or obligation, in any such
   case  whether outstanding on the  date  of  the  Senior  Subordinated
   Indenture  or  the  Subordinated  Indenture  or  thereafter  created,
   incurred  or  assumed,  except  that,  with  respect  to  the  Senior
   Subordinated  Securities,  any  particular  indebtedness, obligation,
   liability,  guaranty,  assumption,  deferral, renewal,  extension  or
   refunding  shall  not  constitute  "Senior  Indebtedness"  if  it  is
   expressly stated in the governing terms,  or  in  the  assumption  or
   guarantee,  thereof  that  the indebtedness involved is not senior in
   right of payment to the Senior  Subordinated  Securities or that such
   indebtedness is pari passu with or junior to the  Senior Subordinated
   Securities   and,  with  respect  to  Subordinated  Securities,   any
   particular indebtedness, obligation, liability, guaranty, assumption,
   deferral,  renewal,  extension  or  refunding  shall  not  constitute
   "Senior Indebtedness"  if  it  is  expressly  stated in the governing
   terms,  or  in  the  assumption  or  guarantee,  thereof   that   the
   indebtedness  involved  is  not  senior  in  right  of payment to the
   Subordinated Securities or that such indebtedness is  pari passu with
   or junior to the Subordinated Securities.  As of March  31, 1996, the
   amount  of Senior Indebtedness of the Company was approximately  $1.1
   billion.   FCX  Finance  has  no  indebtedness  at  the  date of this
   Prospectus.

      If this Prospectus is being delivered in connection with  a series
   of  Senior  Subordinated  Securities or Subordinated Securities,  the
   accompanying Prospectus Supplement  or  the  information incorporated
   herein by reference will set forth the approximate  amount  of Senior
   Indebtedness  outstanding  as  of the end of the Issuer's most recent
   fiscal quarter.

      In the event that Senior Subordinated  Securities  or Subordinated
   Securities  are issued by FCX Finance, the related Guarantees  issued
   by the Company  will be subordinate and junior in right of payment to
   Senior Indebtedness  of  the  Company on substantially the same terms
   and conditions as the obligations  of  FCX  Finance  under the Senior
   Subordinated Securities or the Subordinated Securities,  as  the case
   may be, will be subordinate and junior in right of payment to  Senior
   Indebtedness.   Accordingly,  in  the  event  of  insolvency  of  the
   Company,  holders of Senior Securities of FCX Finance and the related
   Guarantees  may  recover  less,  ratably, than other creditors of the
   Company,  including  holders of Senior  Securities  of  FCX  and  the
   Guarantees related thereto.

   Form, Exchange, Registration, Conversion, Transfer and Payment

      Debt Securities are issuable in definitive form as Registered Debt
   Securities, as Bearer  Debt  Securities  or  both.   Unless otherwise
   indicated  in  an  applicable  Prospectus  Supplement,  Bearer   Debt
   Securities  will have interest coupons attached.  Debt Securities are
   also issuable in temporary or permanent global form.

      Registered  Debt Securities of any series will be exchangeable for
   other Registered  Debt  Securities  of  the same series and of a like
   aggregate   principal  amount  and  tenor  of  different   authorized
   denominations.   In  addition,  with  respect to any series of Bearer
   Debt Securities, at the option of the holder, subject to the terms of
   the  Indenture,  such  Bearer  Debt Securities  (with  all  unmatured
   coupons,  except  as  provided below,  and  all  matured  coupons  in
   default) will be exchangeable  into Registered Debt Securities of the
   same series of any authorized denominations  and  of a like aggregate
   principal  amount and tenor.  Bearer Debt Securities  surrendered  in
   exchange for Registered Debt Securities between a record date and the
   relevant date  for  payment  of interest shall be surrendered without
   the  coupon  relating  to such date  for  payment  of  interest,  and
   interest accrued as of such  date  will  not be payable in respect of
   the Registered Debt Security issued in exchange  for such Bearer Debt
   Security, but will be payable only to the holder of  such coupon when
   due in accordance with the terms of the Indenture.

<PAGE>

      Debt  Securities may be presented for exchange as provided  above,
   and Registered  Debt  Securities may be presented for registration of
   transfer (with the form  of transfer endorsed thereon duly executed),
   at the office or agency of  the  Issuer  maintained for such purposes
   and at any other office or agency maintained  for  such  purpose with
   respect  to  any  series  of  Debt Securities and referred to in  the
   applicable Prospectus Supplement,  without  a service charge and upon
   payment of any taxes and other governmental charges  as  described in
   the Indenture.  Such transfer or exchange will be effected  upon  the
   Issuer  or  its  agent,  as the case may be, being satisfied with the
   documents of title and identity  of  the  person  making the request.
   Bearer  Debt  Securities  may  only be presented for exchange  at  an
   office  or  agency  of the Issuer (or  any  other  office  or  agency
   maintained for such purpose)  located  outside  the United States and
   referred to in the applicable Prospectus Supplement.

      In the event of any redemption in part, the Issuer  shall  not  be
   required  to  (a)  issue,  register  the transfer of or exchange Debt
   Securities of any series during a period  beginning at the opening of
   business 15 days prior to the selection of  Debt  Securities  of that
   series  for redemption and ending on the close of business on (i)  if
   Debt Securities  of  the  series  are  issued only as Registered Debt
   Securities, the day of mailing of the relevant  notice  of redemption
   and  (ii) if Debt Securities of the series are issued as Bearer  Debt
   Securities,  the  day of the first publication of the relevant notice
   of redemption except  that,  if  Securities  of  the  series are also
   issued as Registered Debt Securities and there is no publication, the
   day of mailing of the relevant notice of redemption; (b) register the
   transfer  of  or  exchange  any Registered Debt Security, or  portion
   thereof, called for redemption,  except the unredeemed portion of any
   Registered Debt Security being redeemed  in part; or (c) exchange any
   Bearer Debt Security called for redemption,  except  to exchange such
   Bearer  Debt Security for a Registered Debt Security of  that  series
   and like tenor which is simultaneously surrendered for redemption.

   Payment and Paying Agents

      Unless   otherwise   indicated   in   the   applicable  Prospectus
   Supplement, payment of principal of (and any premium) and interest on
   Bearer  Debt Securities will be payable, subject  to  any  applicable
   laws and regulations, in the designated currency or currency unit, at
   the offices  of  such  Paying  Agents  ("Paying  Agents") outside the
   United States as the Issuer may designate from time  to  time, at the
   option  of  the  holder,  by  check  or  by  transfer  to  an account
   maintained  by  the  payee  with  a  bank  located outside the United
   States; provided, however, that the written  certification  described
   above  under  "Form,  Exchange,  Registration  and Transfer" has been
   delivered  prior  to  the  first actual payment of interest.   Unless
   otherwise indicated in the applicable  Prospectus Supplement, payment
   of interest on Bearer Debt Securities on  any  interest  payment date
   will be made only against surrender to the Paying Agent of the coupon
   relating  to such interest payment date.  No payment with respect  to
   any Bearer  Debt Security will be made at any office or agency of the
   Issuer in the  United States or by check mailed to any address in the
   United States or  by  transfer  to any account maintained with a bank
   located in the United States, nor  shall  any  payments  be  made  in
   respect  of Bearer Debt Securities upon presentation to the Issuer or
   its   designated    Paying   Agents   within   the   United   States.
   Notwithstanding the foregoing,  payments  of  principal  of  (and any
   premium)  and  interest  on  Bearer  Debt  Securities denominated and
   payable in U.S.  dollars will be made at the  office  of the Issuer's
   Paying  Agent in the United States, if (but only if) payment  of  the
   full amount  thereof  in  U.S.   dollars  at  all offices or agencies
   outside  the  United  States is illegal or effectively  precluded  by
   exchange controls or other similar restrictions.

   
      Unless   otherwise  indicated   in   the   applicable   Prospectus
   Supplement, payment  of  principal  of  (and any premium), additional
   amounts (if any) and interest on Registered  Debt  Securities will be
   made  in the designated currency or currency unit at  the  office  of
   such Paying  Agent  or Paying Agents as the Issuer may designate from
   time to time, except  that at the option of the Issuer payment of any
   interest may be made by  check  mailed  to  the address of the person
   entitled  thereto  as such address shall appear  on  records  of  the
   Security Registrar.   Unless  otherwise  indicated  in  an applicable
   Prospectus  Supplement,  payment  of  any installment of interest  on
   Registered Debt Securities will be made  to  the person in whose name
   such Registered Debt Security is registered at  the close of business
   on the record date for such interest.
    

      Unless   otherwise   indicated   in   the   applicable  Prospectus
   Supplement,  the  Corporate  Trust  Office  of  the Trustee  will  be
   designated  as  a  Paying  Agent  for the Trustee for  payments  with
   respect to Debt Securities which are  issuable  solely  as Registered
   Debt Securities, and the Issuer will maintain a Paying Agent  outside
   the  United  States  for  payments  with  respect  to Debt Securities
   (subject to limitations described above in the case  of  Bearer  Debt
   Securities) which are issued solely as Bearer Debt Securities, or  as
   both  Registered  Debt  Securities  and  Bearer Debt Securities.  Any
   Paying Agents outside the United States and  any  other Paying Agents
   in the United States initially designated by the Issuer  for the Debt
   Securities will be named in an applicable Prospectus Supplement.  The
   Issuer may at any time designate additional Paying Agents  or rescind
   the designation of any Paying Agent or approve a change in the office
   through  which any Paying Agent acts, except that, if Debt Securities
   of a series  are  issued  solely  as  Registered Debt Securities, the
   Issuer will be required to maintain a Paying  Agent  in each place of
   payment  for  such  series  and,  if Debt Securities of a series  are
   issued as Bearer Securities, the Issuer  will be required to maintain
   (a) a Paying Agent in the United States for  principal  payments with
   respect  to  any  Registered  Debt Securities of the series (and  for
   payments with respect to Bearer  Debt Securities of the series in the
   circumstances described above, but  not  otherwise), and (b) a Paying
   Agent in a place of payment located outside  the  United States where
   Securities of such series and any coupons appertaining thereto may be
   presented and surrendered for payment.

<PAGE>
   
      All monies paid by the Issuer to a Paying Agent for the payment of
   principal of and any premium, additional amounts (if any) or interest
   on any Debt Security which remain unclaimed at the  end  of two years
   after such principal, premium or interest shall have become  due  and
   payable  will  (subject  to applicable escheat laws) be repaid to the
   Issuer  and the holder of such  Debt  Security  or  any  coupon  will
   thereafter look only to the Issuer for payment thereof.
    

   Temporary Global Securities

      If so  specified  in  the applicable Prospectus Supplement, all or
   any portion of the Debt Securities  of a series which are issuable as
   Bearer Debt Securities will initially  be  represented by one or more
   temporary  global Debt Securities, without interest  coupons,  to  be
   deposited with a common depository in London for the Euroclear System
   ("Euroclear")  and  CEDEL S.A. ("CEDEL") for credit to the designated
   accounts.  On and after  the  date determined as provided in any such
   temporary  global  Debt Security  and  described  in  the  applicable
   Prospectus Supplement,  each such temporary global Debt Security will
   be exchangeable for definitive  Bearer  Debt  Securities,  definitive
   Registered Debt Securities or all or a portion of a permanent  global
   security,  or any combination thereof, as specified in the applicable
   Prospectus  Supplement,   but,  unless  otherwise  specified  in  the
   applicable Prospectus Supplement,  only upon written certification in
   the  form  and  to  the  effect  described   under  "Form,  Exchange,
   Registration  and  Transfer."  No Bearer Debt Security  delivered  in
   exchange for a portion of a temporary  global  Debt  Security will be
   mailed or otherwise delivered to any location in the United States in
   connection with such exchange.

      Unless   otherwise   specified   in   the   applicable  Prospectus
   Supplement, interest in respect of any portion of  a temporary global
   Debt Security payable in respect of an payment date  occurring  prior
   to  the  issuance of definitive Debt Securities or a permanent global
   Subordinated  Debt  Security  will  be  paid to each of Euroclear and
   CEDEL  with  respect  to  the portion of the  temporary  global  Debt
   Security held for its account.   Each  of  Euroclear  and  CEDEL will
   undertake  in such circumstances to credit such interest received  by
   it in respect  of  a temporary global Debt Security to the respective
   accounts for which it  holds such temporary global Debt Security only
   upon receipt in each case of written certification in the form and to
   the effect described above  under  "Form,  Exchange, Registration and
   Transfer" as of the relevant payment date regarding  the  portion  of
   such  temporary  global  Debt  Security on which interest is to be so
   credited.

   Permanent Global Securities

      If  any  Debt Securities of a series  are  issuable  in  permanent
   global form,  the  applicable Prospectus Supplement will describe the
   circumstances, if any,  under which beneficial owners of interests in
   any such permanent global Debt Securities may exchange such interests
   for Debt Securities of such  series  and  of like tenor and principal
   amount  in  any  authorized  form and denomination.  No  Bearer  Debt
   Security delivered in exchange  for  a  portion of a permanent global
   Debt Security shall be mailed or otherwise  delivered to any location
   in   the   United   States   in   connection   with  such   exchange.
   Notwithstanding  the  foregoing,  unless otherwise  specified  in  an
   applicable Prospectus Supplement, interests  in  a  permanent  global
   Bearer  Debt Security may be exchanged in whole (but not in part)  at
   the expense  of the Issuer, for definitive Bearer Debt Securities, at
   the request of  any  owner of a beneficial interest in such permanent
   global Bearer Debt Security.

<PAGE>

   Book-Entry Debt Securities

      The Debt Securities  of a series may be issued in whole or in part
   in the form of one or more  Global  Securities that will be deposited
   with,  or on behalf of, a Depositary ("Depositary")  or  its  nominee
   identified  in the applicable Prospectus Supplement.  In such a case,
   one or more Global  Securities  will  be  issued in a denomination or
   aggregate  denominations  equal  to  the  portion  of  the  aggregate
   principal amount of Outstanding Debt Securities  of  the series to be
   represented by such Global Security or Securities.  Unless  and until
   it is exchanged in whole or in part for Debt Securities in registered
   form,  a  Global  Security  may  not  be  registered  for transfer or
   exchange except as a whole by the Depositary for such Global Security
   to a nominee of such Depositary or by a nominee of such Depositary to
   such  Depositary  or  another nominee of such Depositary or  by  such
   Depositary or any nominee  to  a successor Depositary or a nominee of
   such successor Depositary and except  in  the circumstances described
   in the applicable Prospectus Supplement.

      The specific terms of the depositary arrangement  with  respect to
   any  portion  of a series of Debt Securities to be represented  by  a
   Global Security  will  be  described  in  the  applicable  Prospectus
   Supplement.   The  Issuer expects that the following provisions  will
   apply to depositary arrangements.

      Unless  otherwise   specified   in   the   applicable   Prospectus
   Supplement,  Debt Securities which are to be represented by a  Global
   Security to be  deposited  with  or on behalf of a Depositary will be
   represented  by a Global Security registered  in  the  name  of  such
   Depositary  or  its  nominee.   Upon  the  issuance  of  such  Global
   Security, and  the  deposit of such Global Security with or on behalf
   of the Depositary for  such  Global  Security,  the  Depositary  will
   credit,  on  its  book-entry  registration  and  transfer system, the
   respective  principal amounts of the Debt Securities  represented  by
   such Global Security  to  the  accounts  of  institutions  that  have
   accounts  with  such Depositary or its nominee ("participants").  The
   accounts to be credited  will  be  designated  by the underwriters or
   agents  of  such  Debt  Securities  or by the Issuer,  if  such  Debt
   Securities are offered and sold directly by the Issuer.  Ownership of
   beneficial  interest  in  such Global Security  will  be  limited  to
   participants or Persons that may hold interests through participants.
   Ownership of beneficial interests  by  participants  in  such  Global
   Security  will  be  shown  on,  and  the  transfer  of that ownership
   interest  will  be effected only through, records maintained  by  the
   Depositary or its  nominee  for  such  Global  Security. Ownership of
   beneficial  interests in such Global Security by  Persons  that  hold
   through participants  will  be  shown  on,  and  the transfer of that
   ownership  interest  within  such participant will be  effected  only
   through, records maintained by  such  participant.   The laws of some
   jurisdictions  require  that  certain  purchasers of securities  take
   physical  delivery  of  such securities in  certificated  form.   The
   foregoing  limitations and  such  laws  may  impair  the  ability  to
   transfer beneficial interests in such Global Securities.

      So long as  the  Depositary for a Global Security, or its nominee,
   is the registered owner  of  such Global Security, such Depositary or
   such nominee, as the case may  be,  will be considered the sole owner
   or Holder of the Securities represented  by  such Global Security for
   all  purposes  under  the  applicable  Indenture.   Unless  otherwise
   specified  in  the  applicable  Prospectus  Supplement,   owners   of
   beneficial  interests in such Global Security will not be entitled to
   have  Debt Securities  of  the  series  represented  by  such  Global
   Security  registered  in their names, will not receive or be entitled
   to receive physical delivery  of  Debt  Securities  of such series in
   certificated form and will not be considered the Holders  thereof for
   any  purposes  under  the  applicable  Indenture.  Accordingly,  each
   Person owning a beneficial interest in such Global Security must rely
   on the procedures of the Depositary and,  if  such  Person  is  not a
   participant,  on the procedures of the participant through which such
   Person owns its  interest,  to  exercise any rights of a Holder under
   the applicable Indenture.  The Issuer understands that under existing
   industry practices, if the Issuer  requests  any action of Holders or
   an owner of a beneficial interest in such Global  Security desires to
   give any notice or take any action a Holder is entitled  to  give  or
   take   under   an  Indenture,  the  Depositary  would  authorize  the
   participants  to   give   such   notice  or  take  such  action,  and
   participants would authorize beneficial  owners  owning  through such
   participants  to  give  such  notice  or  take  such  action or would
   otherwise  act  upon  the  instructions  of beneficial owners  owning
   through them.

      Principal of and any premium and interest  on  a  Global  Security
   will  be payable in the manner described in the applicable Prospectus
   Supplement.

<PAGE>

   Limitations on Issuance of Bearer Debt Securities

      In compliance with United States Federal tax laws and regulations,
   Bearer Debt Securities (including securities in permanent global form
   that are  either  Bearer  Debt  Securities or exchangeable for Bearer
   Debt Securities) will not be offered  or  sold  during the restricted
   period  (as  defined  in  United States Treasury Regulations  Section
   1.163-5(c)(2)(i)(D)(7)) (generally,  the  first  40  days  after  the
   closing  date,  and,  with  respect to unsold allotments, until sold)
   within the United States or to United States persons (each as defined
   below) other than to an office located outside the United States of a
   United  States  financial  institution   (as   defined   in   Section
   1.165-12(c)(1)(v)   of   the  United  States  Treasury  Regulations),
   purchasing for its own account  or  for  resale or for the account of
   certain customers, that provides a certificate stating that it agrees
   to comply with the requirements of Section  165(j)(3)(A),  (B) or (C)
   of the Code and the United States Treasury Regulations thereunder, or
   to     certain     other     persons     described     in     Section
   1.163-5(c)(2)(i)(D)(1)(iii)(B)   of   the   United   States  Treasury
   Regulations.  Moreover,  such  Bearer  Debt  Securities will  not  be
   delivered in connection with their sale during  the restricted period
   within the United States.  Any underwriters and dealers participating
   in  the  offering of Bearer Debt Securities must covenant  that  they
   will not offer  or  sell during the restricted period any Bearer Debt
   Securities within the  United  States  or  to  United  States persons
   (other  than  the  persons  described above) or deliver in connection
   with the sale of Bearer Debt  Securities during the restricted period
   any Bearer Debt Securities within  the  United  States  and that they
   have  in  effect procedures reasonably designed to ensure that  their
   employees and  agents  who are directly engaged in selling the Bearer
   Debt Securities are aware  of  the  restrictions described above.  No
   Bearer  Debt  Security  (other than a temporary  global  Bearer  Debt
   Security) will be delivered  in connection with its original issuance
   nor will interest be paid on any  Bearer  Debt Security until receipt
   by  the  Issuer of the written certification  described  above  under
   "Form,  Exchange,   Registration  and  Transfer."  Each  Bearer  Debt
   Security, other than  a  temporary  global Bearer Debt Security, will
   bear a legend to the following effect:  "Any United States person who
   holds this obligation will be subject to limitations under the United
   States Federal income tax laws, including the limitations provided in
   Sections 165(j) and 1287(a) of the Internal Revenue Code."

      As  used  herein,  "United States person"  means  any  citizen  or
   resident of the United  States, any corporation, partnership or other
   entity created or organized in or under the laws of the United States
   and any estate or trust the  income  of  which  is  subject to United
   States Federal income taxation regardless of its source,  and "United
   States" means the United States of America (including the states  and
   the District of Columbia) and its possessions.

   Certain Covenants of the Issuer
   
         Unless   otherwise   specified  in  the  applicable  Prospectus
   Supplement, the Indentures will  provide  that  the  Issuer  will not
   consolidate  with  or  merge into any Person, or sell, lease, convey,
   transfer or otherwise dispose  of  all  or  substantially  all of its
   assets  to  any Person, and the Issuer will not permit any Person  to
   consolidate or merge into the Issuer or sell, lease, convey, transfer
   or otherwise dispose of all or substantially all of its assets to the
   Issuer  unless:    (a)   the  Person  formed  by  or  surviving  such
   consolidation or merger (if  other than the Issuer), or to which such
   sale, lease, conveyance, transfer  or other disposition shall be made
   (collectively,  the  "Successor"), is  a  corporation  organized  and
   existing under the laws  of the United States or any State thereof or
   the District of Columbia (or,  alternatively,  in  the  case  of  FCX
   Finance,  organized  under  the  laws  of  the  Netherlands), and the
   Successor assumes by supplemental indenture in a form satisfactory to
   the  Trustee  all  of  the  obligations  of  the  Issuer,  under  the
   Indenture;  (b)  immediately after giving effect to such  transaction
   and treating any Debt that becomes an obligation of the Issuer or any
   subsidiary as a result  thereof as having been incurred by the Issuer
   or such subsidiary at the  time  of  such  transaction, no Default or
   Event of Default shall have occurred and be  continuing;  and (c) the
   Issuer  shall  have delivered to the Trustee an Officer's Certificate
   and Opinion of Counsel, each stating that such merger, consolidation,
   sale or conveyance  and such supplemental indenture, if any, complies
   with the Indenture.
    
<PAGE>

   Events of Default
   
      Unless   otherwise  specified   in   the   applicable   Prospectus
   Supplement, an  Event of Default is defined under each Indenture with
   respect to Debt Securities  of any series issued under such Indenture
   as being:  (a) default for 30  days  in  payment  of  any interest or
   additional  amounts,  if any, on the Debt Securities of such  series;
   (b) default in payment  of  any  principal  on the Debt Securities of
   such  series  upon  maturity  or otherwise; provided  that,  if  such
   default is a result of the voluntary  redemption  by  the  holders of
   such  Debt  Securities,  the  amount  thereof  shall be in excess  of
   $50,000,000  or  the  equivalent  thereof  in any other  currency  or
   composite currency; (c) default for 60 days  after  written notice in
   the observance or performance of any other covenant or  agreement  in
   the  Debt  Securities  of  such  series or the Indenture other than a
   covenant  or  agreement  included  in  the  Indenture  which  is  not
   applicable to the Debt Securities of  such series; (d) in the case of
   Guaranteed  Debt Securities, the Guarantees  having  ceased  for  any
   reason to be  in full force or effect or FCX having asserted that the
   Guarantees are  not  in  full  force an effect; (e) certain events of
   bankruptcy, insolvency or reorganization;  or  (f)  failure to pay at
   maturity, or other default which results in the acceleration  of  any
   Debt  in an amount in excess of $50,000,000 or the equivalent thereof
   in any  other currency or composite currency without such Debt having
   been discharged  or  such  acceleration  having  been  cured, waived,
   rescinded  or  annulled for a period of 30 days after written  notice
   thereof ("Debt"  being  defined  to mean obligations (other than non-
   recourse obligations or the Debt Securities  of  such  series  or the
   Guarantees  relating  thereto),  of, or guaranteed or assumed by, the
   Issuer for borrowed money or evidenced by bonds, debentures, notes or
   other similar instruments).

      Unless   otherwise   specified   in  the   applicable   Prospectus
   Supplement, each Indenture provides that  (a)  if an Event of Default
   due  to  the default in payment of principal, premium  or  additional
   amounts, if any, or interest on, any series of Debt Securities issued
   under such  Indenture or due to the Default in the performance of any
   other covenant or agreement applicable to the Debt Securities of such
   series but not  applicable  to  Debt  Securities  of any other series
   issued  under such Indenture shall have occurred and  be  continuing,
   either the  Trustee  or the holders of not less than 25% in principal
   amount of the outstanding  Debt Securities of such series may declare
   the principal (or such portion  thereof  as  may  be specified in the
   terms  thereof)  of all Debt Securities of such series  and  interest
   accrued thereof to  be  due  and  payable  immediately; and (b) if an
   Event of Default due to a default in the performance of any covenants
   or agreements applicable to outstanding Debt  Securities of more than
   one  series  issued  under  such  indenture  or an Event  of  Default
   described in clause (e) above shall have occurred  and be continuing,
   either the Trustee or the holders of not less than 25%  in  principal
   amount of the outstanding Debt Securities of all such affected series
   (treated  as  one  class)  may declare the principal (or such portion
   thereof as may be specified  in  the  terms thereof) of all such Debt
   Securities  and  interest  accrued thereon  to  be  due  and  payable
   immediately.   If  an Event of  Default  due  to  certain  events  of
   bankruptcy, insolvency  or  reorganization shall occur, the principal
   (or such portion hereof as may  be specified in the terms thereof) of
   and interest accrued on all Debt  Securities  then  outstanding shall
   become due and payable immediately, without action by  the Trustee or
   the  holders  of  any  such Debt Securities.  Upon certain conditions
   such declarations may be  annulled  and  past  defaults may be waived
   (except a continuing default in payment of principal  of (or premium,
   if any) or interest on, or in respect of the conversion of, such Debt
   Securities) by the holders of a majority in principal amount  of  the
   outstanding  Debt  Securities of all such affected series (treated as
   one class).
    

      Each Indenture provides  that  the Trustee, subject to the duty of
   the Trustee during a default to act  with  the  required  standard of
   care,  has  no  obligation to exercise any right or power granted  it
   under such Indenture  at  the  request  of holders of Debt Securities
   unless the Trustee is indemnified by such  holders.   Subject to such
   provisions in each Indenture for the indemnification of  the  Trustee
   and certain other limitations, the holders of a majority in principal
   amount  of  the  outstanding  Debt  Securities of all affected series
   issued under such Indenture (treated  as  one  class)  may direct the
   time,  method and place of conducting any proceeding for  any  remedy
   available  to the Trustee, or exercising any trust or power conferred
   on the Trustee with respect to such series.

   
      Each Indenture  provides  that no holder of Debt Securities of any
   series issued under such Indenture  may  institute any action against
   the  Issuer  under  such  Indenture (except actions  for  payment  of
   overdue  principal, premium  and  additional  amounts,  (if  any)  or
   interest or  to  enforce  conversion rights (if any)) unless (a) such
   holder previously shall have  given  to the Trustee written notice of
   default and continuance thereof, (b) the holders of not less than 25%
   in principal amount of the Debt Securities  of  all  affected  series
   issued under such Indenture (treated as one class) shall have made  a
   written  request  upon the Trustee to institute such action and shall
   have offered the Trustee  reasonable indemnity, (c) the Trustee shall
   not have instituted such action  within  60  days of such request and
   (d) the Trustee shall not have received directions  inconsistent with
   such written request by the holders of a majority in principal amount
   of  the  outstanding  Debt  Securities of all affected series  issued
   under such indenture (treated as one class).
    
<PAGE>
      Each Indenture contains a  covenant  that  the  Issuer  will  file
   annually   with  the  Trustee  a  certificate  of  no  default  or  a
   certificate specifying any default that exists.
   
   Defeasance
      Each Indenture  provides  that  the  Issuer  may  defease  and  be
   discharged   from  any  and  all  obligations  (except  as  otherwise
   described in (a)  below)  with  respect to the Debt Securities of any
   series  which have not already been  delivered  to  the  Trustee  for
   cancellation  and  which have either become due and payable or are by
   their  terms due and  payable  within  one  year  (or  scheduled  for
   redemption  within  one  year)  by  irrevocably  depositing  with the
   Trustee,  as  trust  funds,  money or, in the case of Debt Securities
   payable  only  in  U.S.  dollars,  U.S.  Government  Obligations  (as
   defined) which through the  payment  of  principal  and  interest  in
   accordance  with  their  terms  will  provide  money,  in  an  amount
   certified  to  be  sufficient to pay at maturity (or upon redemption)
   the principal of (and  premium  and  additional  amounts, if any) and
   interest on such Debt Securities.
    

      In  addition, each Indenture provides that with  respect  to  each
   series of Debt Securities issued under such Indenture, the Issuer may
   elect either  (a)  to  defease  and  be  discharged  from any and all
   obligations  with  respect  to  the  Debt  Securities of such  series
   (except for the obligations to register the  transfer  or exchange or
   convert  the Debt Securities of such series, to replace temporary  or
   mutilated,  destroyed, lost or stolen Debt Securities of such series,
   to maintain an  office or agency in respect of the Debt Securities of
   such series and to  hold  moneys  for  payment in trust) or (b) to be
   released from the restrictions described  under "Certain Covenants of
   the  Issuer"  and,  to the extent specified in  connection  with  the
   issuance  of  such  series   of   Debt  Securities,  other  covenants
   applicable to such series of Debt Securities,  upon  the deposit with
   the Trustee (or other qualifying trustee), as trust funds,  or  money
   or, in the case of Debt Securities payable only in U.S. dollars, U.S.
   Government  Obligations  which  through  the payment of principal and
   interest in accordance with their terms will  provide  money,  in  an
   amount  certified  to  be  sufficient  to  pay  at  maturity (or upon
   redemption) the principal of (and premium and additional  amounts, if
   any)  and  interest  on  the Debt Securities of such series.  Such  a
   trust may only be established  if, among other things, the Issuer has
   delivered to the Trustee an opinion  of  counsel (as specified in the
   Indenture) to the effect that the holders  of  the Debt Securities of
   such  series  will  not  recognize income, gain or loss  for  Federal
   income  tax purposes as a result  of  such  defeasance  and  will  be
   subject to Federal income tax on the same amounts, in the same manner
   and at the  same times as would have bene the case if such defeasance
   had not occurred.   Such  opinion,  in the case of a defeasance under
   clause (a) above, must refer to and be  based  upon  a  ruling of the
   Internal Revenue Service or a change in applicable Federal income tax
   law occurring after the date of such Indenture.

      In   the  event  of  any  "legal"  defeasance  of  any  series  of
   Subordinated Debt Securities issued thereunder, the Subordinated Debt
   Indenture   provides   that   holders   of   all  outstanding  Senior
   Indebtedness will receive written notice of such defeasance.

      The foregoing provisions relating to defeasance may be modified in
   connection with the issuance of any series of  Debt  Securities,  and
   any   such   modification  will  be  described  in  the  accompanying
   Prospectus Supplement.

   Modification of the Indenture
   
      Unless  otherwise   specified   in   the   applicable   Prospectus
   Supplement,  each Indenture provides that the Issuer and the  Trustee
   may enter into  supplemental  indentures  without  the consent of the
   holders of Debt Securities to:  (a) secure such Debt  Securities, (b)
   evidence  the assumption by a successor entity of the obligations  of
   the Issuer, (c) add covenants or Events of Default for the protection
   of the holders  of  any  Debt  Securities,  (d) establish the form or
   terms  of  such  Debt  Securities  of any series,  (e)  evidence  the
   acceptance of appointment by a successor  trustee  or  (f)  cure  any
   ambiguity  or correct any inconsistency in the Indenture or amend the
   Indenture in  any other manner which the Issuer may deem necessary or
   desirable, if such  action will not adversely affect the interests of
   the holders of Debt Securities issued thereunder.

      Unless   otherwise  specified   in   the   applicable   Prospectus
   Supplement, each  Indenture  also  contains provisions permitting the
   Issuer and the Trustee, with the consent  of  the holders of not less
   than a majority in principal amount of Debt Securities  of all series
   issued under such Indenture then outstanding and affected  (voting as
   a single class), to add any provisions to, or change in any manner or
   eliminate any of the provisions of, such Indenture or modify  in  any
   manner  the rights of the holders of the Debt Securities of each such
   series; provided that the Issuer and the Trustee may not, without the
   consent of  the  holder  of  each  outstanding Debt Security affected
   thereby,  (a) extend the final maturity  of  any  Debt  Security,  or
   reduce the principal amount thereof, or reduce or alter the method of
   computation  of  any amount payable in respect of interest thereon or
   extend the time for payment thereof, or reduce or alter the method of
   computation of any amount payable on redemption thereof or extend the
   time  for payment thereof,  or  change  the  currency  in  which  the
   principal thereof, premium or additional amounts, if any, or interest
   thereon is payable, or reduce the amount payable upon acceleration or
   alter certain  provisions  of  the  Indenture  relating  to  the Debt
   Securities  issued  thereunder  not  denominated in U.S. dollars,  or
   impair  the  right  to  institute suit for  the  enforcement  of  any
   conversion or any payment on any Debt Security when due or materially
   and  adversely  affect  any  conversion  rights  or  (b)  reduce  the
   aforesaid percentage in principal  amount  of  Debt Securities of any
   series issued under such Indenture, the consent  of  the  holders  of
   which is required for any such modification.
    
<PAGE>

      The  Subordinated  Debt  Indenture may not be amended to alter the
   subordination of any outstanding Subordinated Debt Securities without
   the consent of each holder of  Senior  Indebtedness  then outstanding
   that would be adversely affected thereby.

   The Trustee

      Information  regarding  the  Trustee  under an Indenture  will  be
   included in any Prospectus Supplement relating to the Debt Securities
   issued thereunder.  The Indentures will provide that in case an Event
   of  Default  shall occur (and be continuing),  the  Trustee  will  be
   required to use  the degree of care and skill of a prudent man in the
   conduct of his own  affairs.  The Trustee will be under no obligation
   to exercise any of its  powers under the Indentures at the request of
   any of the holders of the  Debt Securities, unless such holders shall
   have  offered the Trustee reasonable  indemnity  against  the  costs,
   expenses and liabilities which might be incurred by the Trustee.  The
   Indentures  and provisions of the Trust Indenture Act incorporated by
   reference therein  contain  limitations  on  the  right of a Trustee,
   should it become a creditor of the Issuer to obtain payment of claims
   in certain cases or to realize on certain property  received by it in
   respect of any such claim as security or otherwise.


                       DESCRIPTION OF PREFERRED STOCK

      The  following  is  a  description  of certain general  terms  and
   provisions  of  the Preferred Stock.  The  particular  terms  of  any
   series  of Preferred  Stock  will  be  described  in  the  applicable
   Prospectus  Supplement.   If so indicated in a Prospectus Supplement,
   the terms of any such series  may  differ  from  the  terms set forth
   below.   The  summary  of  terms  of  the  Company's Preferred  Stock
   contained in this Prospectus and the applicable Prospectus Supplement
   does not purport to be complete and is subject  to,  and qualified in
   its  entirety  by,  the  provisions  of the Company's Certificate  of
   Incorporation  and the certificate of designations  relating  to  the
   applicable  series  of  the  Preferred  Stock  (the  "Certificate  of
   Designations"),  which will be filed as an exhibit to or incorporated
   by reference in the  Registration  Statement of which this Prospectus
   is a part at the time of issuance of  such  series  of  the Preferred
   Stock.

      The Company's Certificate of Incorporation authorizes the issuance
   of  50,000,000  shares  of  Preferred  Stock, par value of $0.10  per
   share.   As  of  March  31,  1996, there were  outstanding  8,955,700
   depositary shares, each representing  0.05 shares of the Company's 7%
   Convertible  Exchangeable  Preferred  Stock,   13,999,800  depositary
   shares,  each  representing  0.05  shares  of  the Company's  Step-Up
   Convertible  Preferred  Stock,  6,000,000  depositary   shares,  each
   representing 0.05 shares of the Company's Gold-Denominated  Preferred
   Stock, 4,305,580 depositary shares, each representing 0.05 shares  of
   Gold-Denominated Preferred Stock, Series II, and 4,760,000 depositary
   shares,  each  representing  0.025  shares  of  the Company's Silver-
   Denominated Preferred Stock.  See "Outstanding Preferred Stock."  The
   Company's  Preferred Stock may be issued from time  to  time  by  the
   Board  of Directors  in  one  or  more  series,  without  stockholder
   approval.   The  Board  of  Directors  is authorized to determine the
   voting  powers  (if  any),  designation,  preferences  and  relative,
   participating, options or other special rights,  and  qualifications,
   limitations  or  restrictions  thereof, for each series of  Preferred
   Stock that may be issued, and to  fix  the  number  of shares of each
   such  series.   Thus,  the  Board  of  Directors, without stockholder
   approval,  could  authorize  the  issuance of  Preferred  Stock  with
   voting, conversion and other rights  that  could adversely affect the
   voting power and other rights of holders of  Class A Common Stock and
   Class B Common Stock or other series of Preferred Stock or that could
   have  the  effect of delaying, deferring or preventing  a  change  in
   control of the Company.

<PAGE>

   General
   
      Reference  is  made to the Prospectus Supplement for the following
   terms of and information  relating  to  the  Preferred  Stock  of any
   series  (to  the  extent  such terms are applicable to such Preferred
   Stock):  (a) the specific designation,  number  of  shares, seniority
   and purchase price; (b) any liquidation preference per share; (c) any
   date  of  maturity;  (d)  any  redemption,  payment  or sinking  fund
   provisions; (e) any dividend rate or rates and the dates on which any
   such dividends will be payable (or the method by which  such rates or
   dates will be determined); (f) any voting rights; (g) the currency or
   units  based  on  or  relating  to currencies in which such Preferred
   Stock  are  denominated  and/or in which  payments  will  or  may  be
   payable; (h) the methods by  which amounts payable in respect of such
   Preferred Stock may be calculated  and any commodities, currencies or
   indices, or value, rate or price relevant  to  such  calculation; (i)
   whether  the Preferred Stock is convertible or exchangeable  and,  if
   so, the Preferred  Stock or Debt Securities into which such Preferred
   Stock is convertible  or  exchangeable, the terms and conditions upon
   which such conversions or exchanges  will  be  effected including the
   initial  conversion or exchange prices or rates,  the  conversion  or
   exchange period  and  any  other related provisions; (j) the place or
   places where dividends and other payments on the Preferred Stock will
   be payable; and (k) and any additional voting, dividend, liquidation,
   redemption, sinking fund and  other  rights, preferences, privileges,
   limitations and restrictions.
    

      The Preferred Stock offered hereby  will  be issued in one or more
   series.   The  holders  of  Preferred Stock will have  no  preemptive
   rights.  Preferred Stock, upon  issuance  against full payment of the
   purchase  price  therefor,  will  be  fully paid  and  nonassessable.
   Neither the par value nor the liquidation preference is indicative of
   the price at which the Preferred Stock  will  actually  trade  on  or
   after  the  date of issuance.  All shares of Preferred Stock shall be
   of equal rank  with each other, regardless of series.  The applicable
   Prospectus Supplement  will  contain  a description of certain United
   States federal income tax consequences  relating  to the purchase and
   ownership of the series of Preferred Stock offered by such Prospectus
   Supplement.

      As described under "Description of Depositary Shares," the Company
   may,  at  its  option, elect to offer depositary shares  ("Depositary
   Shares") evidenced  by  depositary  receipts ("Depositary Receipts"),
   each  representing an interest (to be  specified  in  the  Prospectus
   Supplement  relating to the particular series of the Preferred Stock)
   in a share of the particular series of the Preferred Stock issued and
   deposited with a Depositary (as defined below).

   Dividends

      Holders of  shares  of  Preferred  Stock  of  each series shall be
   entitled  to  receive,  when,  as  and  if declared by the  Board  of
   Directors out of funds of the Company legally  available for payment,
   cash dividends, payable at such dates and at such rates per share per
   annum  as  set forth in the applicable Prospectus  Supplement.   Such
   rate may be  fixed or variable or both.  Each declared dividend shall
   be payable to  holders of record as they appear on the stock books of
   the Company on such record dates determined by the Board of Directors
   or a duly authorized committee thereof.

      Dividends on  any  series of the Preferred Stock may be cumulative
   or  noncumulative,  as  provided   in   the   applicable   Prospectus
   Supplement.   If  dividends  on  a  series  of  Preferred  Stock  are
   noncumulative  and  if  the  Board  of  Directors  fails to declare a
   dividend in respect of a dividend period with respect to such series,
   then holders of such Preferred Stock will have no right  to receive a
   dividend  in  respect  of such dividend period, and the Company  will
   have no obligation to pay  the  dividend  for such period, whether or
   not  dividends  are declared payable on any future  dividend  payment
   dates.

<PAGE>

      Unless full cumulative  dividends for all past dividend periods on
   all outstanding shares of cumulative  Preferred  Stock  and any other
   series of capital stock of the Company ranking on a parity  with  the
   Preferred  Stock  have  been  paid,  or  declared  and  set apart for
   payment,  the  Company  may  not  (a)  declare, pay or set apart  any
   amounts for dividends on, or make any other  distribution  in cash or
   other property in respect of, the Class A or Class B Common  Stock or
   any other stock of the Company ranking junior to the Preferred  Stock
   as   to   dividends  or  distribution  of  assets  upon  liquidation,
   dissolution  or winding up of the affairs of the Company (the Class A
   or Class B Common Stock and such other stock being referred to herein
   as "Junior Stock")  other  than  a  dividend payable solely in Junior
   Stock, (b) purchase, redeem or otherwise acquire for value any shares
   of Junior Stock, directly or indirectly,  other than as a result of a
   reclassification of Junior Stock, or the exchange  or  conversion  of
   one  Junior  Stock  for  or  into another Junior Stock, or other than
   through the use of proceeds of  a  substantially contemporaneous sale
   of other Junior Stock, or (c) make any  payment on account of, or set
   aside  money  for, a sinking or other like  fund  for  the  purchase,
   redemption or other  acquisition  for  value  of any shares of Junior
   Stock.   If  the  funds available for the payment  of  dividends  are
   insufficient to pay  in full the dividends payable on all outstanding
   shares of cumulative Preferred  Stock and any other series of capital
   stock of the Company ranking on a  parity  with  the Preferred Stock,
   the  total  available funds to be paid in partial dividends  on  such
   Preferred Stock  and  such  other  series  shall be divided among the
   Preferred Stock and such other series in proportion  to the aggregate
   amount of dividends accrued and unpaid with respect to such Preferred
   Stock  and  such other series.  Accruals of dividends will  not  bear
   interest.

   Convertibility and Exchangeability
   
      The terms,  if  any,  on  which  shares of any series of Preferred
   Stock may be exchanged for or converted  (mandatorily  or  otherwise)
   into  shares  of  Preferred  Stock or Debt Securities (including  any
   rights  to  receive payments in  cash  or  Preferred  Stock  or  Debt
   Securities based on the value, rate or price of one or more specified
   commodities,  currencies  or  indices)  will  be  set  forth  in  the
   Prospectus Supplement relating thereto.  The Preferred Stock will not
   be  exchangeable  for  or  convertible into Class A or Class B Common
   Stock of the Company.
    

   Redemption

      The terms, if any, on which  shares  of  Preferred  Stock  of  any
   series  may  be  redeemed will be set forth in the related Prospectus
   Supplement.

      If fewer than all  of  the  outstanding  shares  of  any series of
   Preferred  Stock  are  to be redeemed, the number of shares  of  such
   series and the method of effecting such redemption, whether by lot or
   pro rata, will be as determined  by  the  Company (with adjustment to
   avoid redemption of fractional shares).

   Liquidation

      Unless   otherwise   specified   in   the  applicable   Prospectus
   Supplement, in the event of any voluntary or involuntary liquidation,
   dissolution or winding up of the Company,  after payment or provision
   for payment of the debts and other liabilities  of  the  Company, the
   holders of shares of any series of the Preferred Stock, together with
   any  other Preferred Stock and any other series of capital  stock  of
   the Company  ranking  on  a  parity with such series of the Preferred
   Stock, will be entitled to receive out of the remaining net assets of
   the  Company  an  amount  per share  as  set  forth  in  the  related
   Prospectus Supplement plus  accrued  and  unpaid dividends before any
   distribution is made or set apart for the holders  of  Junior  Stock.
   If  the amounts payable with respect to such Preferred Stock are  not
   paid  in  full,  the holders of such Preferred Stock and any stock of
   the Company on a parity  with such Preferred Stock as to distribution
   of assets upon the liquidation,  dissolution  or  winding  up  of the
   Company  will have the right to share ratably in any distribution  of
   the remaining  assets  of  the  Company  in  proportion  to  the full
   respective  preferential  amounts  to which they are entitled.  After
   payment of the full amount of the liquidating  distribution  to which
   they are entitled, the holders of such series of Preferred Stock will
   not  be entitled to any further participation in any distribution  of
   the remaining  assets  by  the Company.  A consolidation or merger of
   the Company with one or more  corporations  or  the  sale  of  all or
   substantially all of the assets of the Company will not be deemed  to
   be a liquidation, dissolution or winding up of the Company.

<PAGE>

   Voting

      The  Preferred  Stock  of  a  series will not be entitled to vote,
   except as provided below or in the  applicable  Prospectus Supplement
   and as required by applicable law.  Unless otherwise indicated in the
   Prospectus Supplement relating to a series of Preferred  Stock,  each
   share  of  such  series will not be entitled to vote on matters which
   holders  of such series  are  entitled  to  vote.   Unless  otherwise
   specified in the related Prospectus Supplement, at any time dividends
   in  an amount  equal  to  six  quarterly  dividend  payments  on  the
   Preferred  Stock  of  such  series  shall have accrued and be unpaid,
   holders of such Preferred Stock shall  have  the  right to a separate
   class  vote  together with the holders of shares of other  series  of
   stock  of the Company  ranking  on  a  parity  with  such  series  of
   Preferred  Stock either as to dividends or the distribution of assets
   upon liquidating,  dissolution  or  winding  up  and  upon which like
   voting  rights  have  been conferred and are exercisable (such  other
   series of stock being herein  referred to as "Other Voting Stock") to
   elect two members to the Board  of  Directors until dividends on such
   Preferred Stock have been paid in full  or  declared and set apart in
   trust  for  payment.  In such case, the Board of  Directors  will  be
   increased by  two  directors,  and  the holders of Preferred Stock of
   such series (either alone or with the  holders of Other Voting Stock)
   will have the exclusive right as members  of  such class, as outlined
   above,  to  elect  two  directors  at  the  next  annual  meeting  of
   stockholders.   Additionally,  without the affirmative  vote  of  the
   holders of a majority of the shares of Preferred Stock of such series
   then outstanding, voting as a separate class, the Company may not (i)
   create, authorize or issue any series or class of stock ranking prior
   to the shares of Preferred Stock  of  such  series  with  respect  to
   dividends or distributions of assets upon liquidation, dissolution or
   winding  up  or  (ii)  change  the  rights,  powers or preferences or
   qualifications, limitations or restrictions thereof  with  respect to
   the  Preferred  Stock  of such series if such action would materially
   adversely affect such holders.

      As more fully described  under  "Description of Depositary Shares"
   below,  if  the  Company  elects  to issue  Depositary  Shares,  each
   representing a fraction of a share  of  a  series  of  the  Preferred
   Stock,  each  such  Depositary Share will, in effect, be entitled  to
   such fraction of a vote per Depositary Share.

   No Other Rights

      The  share of a series  of  Preferred  Stock  will  not  have  any
   preferences,  voting  powers  or relative, participating, optional or
   other special rights except as  set  forth  above  or  in the related
   Prospectus  supplement,  the  Certificate  of  Incorporation  or  the
   Applicable  certificate of designations or as otherwise  required  by
   law.

   Transfer Agent and Registrar

      The transfer  agent  for  each  series  of Preferred Stock will be
   described in the related Prospectus Supplement.

   Outstanding Preferred Stock

      All of the Company's outstanding Preferred  Stock,  and  any other
   series  of Preferred Stock upon which the right to vote for directors
   has been  granted  in accordance with the Certificate, have the right
   to vote with the holders of the Class A Common Stock, voting together
   as a single class, to elect that number of directors that constitutes
   20% of the authorized number of members of the Board of Directors (or
   if 20% is not a whole  number,  then  the  nearest  whole  number  of
   directors  that  is  closest  to  20% of such membership).  Set forth
   below is a summary of certain general  terms  and  provisions  of the
   series  of  Preferred  Stock  outstanding  as  of  the  date  of this
   Prospectus.
   
      7% Convertible Preferred Stock.  As of March 31, 1996, the Company
   had   outstanding  447,785  shares  of  7%  Convertible  Exchangeable
   Preferred  Stock  par  value  $0.10  per  share  (the "7% Convertible
   Preferred Stock").  The 7% Convertible Preferred Stock is represented
   by  depositary  shares, each of which represents 0.05  shares  of  7%
   Convertible Preferred  Stock  and  which  trade  on the NYSE.  The 7%
   Convertible Preferred Stock ranks, as to payments  of  dividends  and
   distributions upon liquidation, pari passu with the Company's Step-Up
   Convertible  Preferred  Stock  (as  defined  below), Gold-Denominated
   Preferred   Stock  (as  defined  below)  and  the  Silver-Denominated
   Preferred Stock  (as defined below) and senior to the Company's Class
   A Common Stock and Class B Common Stock.

      The 7% Convertible  Preferred  Stock  has a liquidation preference
   equivalent to $25.00 per depositary share  and  is convertible at the
   option  of the holder at any time, unless previously  redeemed,  into
   shares of  Class  A  Common  Stock  at  a  rate  of 1.0208 shares per
   depositary  share  (equivalent to a conversion price  of  $24.41  per
   share of Class A Common  Stock),  subject  to  adjustment  in certain
   circumstances.   The  depositary shares are exchangeable in whole  at
   the option of the Company  on any quarterly dividend payment date for
   the Company's 7% Convertible  Subordinated  Debentures  due 2007 (the
   "Debentures") at a rate of $25.00 principal amount of Debentures  for
   each   depositary   share.    The  Debentures,  if  issued,  will  be
   convertible  at  the  option  of  the  holder  at  any  time,  unless
   previously  redeemed, into Class A Common  Stock  at  the  conversion
   price for depositary  shares for which the Debentures have previously
   been exchanged, subject to adjustment in certain circumstances.

      Dividends on the 7% Convertible Preferred Stock are cumulative and
   are payable quarterly in  an amount equivalent to $1.75 per annum per
   depositary share.

      The 7% Convertible Preferred  Stock is redeemable at the option of
   the Company, in whole or in part,  at  a  redemption  price  which is
   reduced  on  each  August  1  until  August  1,  2002,  by $0.175 per
   depositary share.  After August 1, 2002 the redemption price  will be
   fixed at $25.00 per depositary share.

      The 7% Convertible Preferred Stock has limited voting rights  with
   respect  to the election of directors upon the failure of the Company
   to pay dividends  in  an amount equal to six full quarterly dividends
   and the right to vote as  a  class  on  any  proposal  to  amend  the
   Certificate  so  as  to  adversely affect the rights of holders of 7%
   Convertible Preferred Stock.  The 7% Convertible Preferred Stock does
   not  have  voting  rights  with  respect  to  any  amendment  to  the
   Certificate  to authorize other  series  of  stock  of  the  Company,
   whether ranking  senior  to,  on  a  parity  with or junior to the 7%
   Convertible Preferred Stock as to dividends or distribution of assets
   upon the liquidation, dissolution or winding up of the Company.
    

      Step-Up Convertible Preferred Stock.  As of  March  31,  1996, the
   Company   had  outstanding  699,990  shares  of  Step-Up  Convertible
   Preferred Stock,  par value $0.10 per share (the "Step-Up Convertible
   Preferred  Stock").   The  Step-Up  Convertible  Preferred  Stock  is
   represented  by  depositary  shares,  each  of  which represents 0.05
   shares  of  such  stock  and  which trade on the NYSE.   The  Step-Up
   Convertible Preferred Stock ranks,  as  to  payment  of dividends and
   distribution  upon  liquidation,  pari  passu  with the Company's  7%
   Convertible Preferred Stock, the Gold-Denominated Preferred Stock (as
   defined below) and the Silver-Denominated Preferred Stock (as defined
   below) and senior to the Company's Class A Common  Stock  and Class B
   Common Stock.

      The   Step-Up   Convertible  Preferred  Stock  has  a  liquidation
   preference  equivalent   to   $25.00  per  depositary  share  and  is
   convertible  at  the  option  of  the  holder  at  any  time,  unless
   previously redeemed.  Dividends on  the Step-Up Convertible Preferred
   Stock  are  cumulative  and  are  payable   quarterly  in  an  amount
   equivalent to $1.25 per annum per depositary  share through August 1,
   1996 and thereafter in an amount equivalent to  $1.75  per  annum per
   depositary share until redemption or conversion.

   

      The Step-Up Convertible Preferred Stock is not redeemable prior to
   August 1, 1996.  Thereafter and prior to August 1, 1999, the  Step-Up
   Convertible  Preferred  Stock  is  redeemable  at  the  option of the
   Company,  in whole or in part, for such number of shares of  Class  A
   Common Stock  as  are  issuable  at  the  conversion  rate determined
   pursuant  to  the  certificate  of  designations.   The  Company  may
   exercise  this option only if, for 20 trading days within any  period
   of 30 consecutive  trading  days,  including  the last trading day of
   such  period,  the  trading prices of the Class A  Common  Stock  has
   exceeded 125% of the  conversion  price in effect on the last trading
   day and the Company has satisfied certain  other  conditions  as  set
   forth  in the certificate of designations.  After August 1, 1999, the
   Step-Up Convertible Preferred Stock is fully redeemable at the option
   of the Company  at  a  redemption  price  equivalent  to  $25.00  per
   depositary share, plus accrued and unpaid dividends, which redemption
   price,  subject  to  certain  exceptions, the Company may pay, at its
   option, in cash, Class A Common Stock or any combination thereof.

      The Step-Up Convertible Preferred  Stock has limited voting rights
   with respect to the election of directors  upon  the  failure  of the
   Company  to  pay  dividends  in an amount equal to six full quarterly
   dividends and the right to vote  as  a separate class on any proposal
   to  amend the Certificate so as to adversely  affect  the  rights  of
   holders  of  Step-Up Convertible Preferred Stock or create, authorize
   or issue any series or class of stock ranking senior to the shares of
   Step-Up Convertible  Preferred Stock with respect to dividends or the
   distribution of assets upon liquidation, dissolution or winding up of
   the Company.  The Step-Up  Convertible  Preferred Stock does not have
   voting rights with respect to any amendment  to  the  Certificate  to
   authorize  other  series  of stock of the Company ranking on a parity
   with  or junior to the Step-Up  Convertible  Preferred  Stock  as  to
   dividends  or  distributions upon liquidation, dissolution or winding
   up.

    
<PAGE>

      Gold-Denominated  Preferred  Stock.   As  of  March  31, 1996, the
   Company had outstanding 300,000 shares of Gold-Denominated  Preferred
   Stock  ("Series  I") and 215,279 shares of Gold-Denominated Preferred
   Stock, Series II ("Series II" and, together with Series I, the "Gold-
   Denominated Preferred  Stock").  The Gold-Denominated Preferred Stock
   is represented by depositary  shares,  each  of which represents 0.05
   shares  of such stock and which are traded on the  NYSE.   The  Gold-
   Denominated Preferred Stock ranks, as to the payment of dividends and
   distribution  upon  liquidation,  pari  passu with the 7% Convertible
   Exchangeable Preferred Stock, the Step-Up Convertible Preferred Stock
   and  the  Silver-Denominated  Preferred  Stock   and  senior  to  the
   Company's Class A Common Stock and Class B Common Stock.

      The Gold-Denominated Preferred Stock has a liquidation  preference
   equivalent to the dollar equivalent value of 0.10 ounces of  gold per
   depositary share plus accrued and unpaid dividends.  Dividends on the
   Gold-Denominated  Preferred  Stock  are  cumulative  and  are payable
   quarterly,  in the case of Series I, in an amount equivalent  to  the
   dollar value  of 0.000875 ounces of gold per depositary share and, in
   the  case of Series  II,  in  an  amount  equivalent  to  the  dollar
   equivalent value of 0.0008125 ounces of gold per depositary share.

      Each of Series I and Series II is subject to mandatory redemption,
   out of  funds  legally  available  therefor, on August 1, 2003 and on
   February 1, 2006, respectively, at an amount equivalent to the dollar
   equivalent  value of 0.10 ounce of gold  per  depositary  share  plus
   accrued and unpaid  dividends.   The Gold-Denominated Preferred Stock
   is not subject to redemption at the  option of the Company, except in
   limited circumstances.  The Company does  not  have the right to make
   any   mandatory   or  optional  redemption  of  any  Gold-Denominated
   Preferred  Stock  unless  full  cumulative  dividends  for  all  past
   dividend periods shall  have  been paid or declared and set aside for
   payment upon all depositary shares  and  all other outstanding shares
   of stock of the Company ranking, as to dividends,  on  a  parity with
   the   Gold-Denominated   Preferred   Stock.   For  purposes  of  this
   discussion, the "dollar equivalent value"  of  a  specified number of
   ounces of gold means that number of ounces multiplied  by a reference
   price determined by taking the average of the London P.M. gold fixing
   price for an ounce of gold on a specified number of days prior to the
   date of determination.

      The  Gold-Denominated  Preferred  Stock has limited voting  rights
   with respect to the election of directors  upon  the  failure  of the
   Company  to  pay  dividends  in an amount equal to six full quarterly
   dividends and the right to vote  as  a separate class on any proposal
   to  amend the Certificate so as to adversely  affect  the  rights  of
   holders  of  Gold-Denominated Preferred Stock or create, authorize or
   issue any series  or  class  of stock ranking senior to the shares of
   Gold-Denominated Preferred Stock  with  respect  to  dividends or the
   distribution of assets upon liquidation, dissolution or  winding upon
   of the Company.  The Gold-Denominated Preferred Stock does  not  have
   voting  rights  with  respect  to any amendment to the Certificate to
   authorize other series of stock  of  the  Company ranking on a parity
   with  or  junior  to  the  Gold-Denominated  Preferred  Stock  as  to
   dividends or distributions upon liquidation, dissolution  or  winding
   up.

      Silver-Denominated  Preferred  Stock.   As  of March 31, 1996, the
   Company   had   outstanding   119,000  shares  of  Silver-Denominated
   Preferred  Stock  (the "Silver-Denominated  Preferred  Stock").   The
   Silver-Denominated  Preferred  Stock  is  represented  by  depositary
   shares, each of which represents 0.025 shares of such stock and which
   are  traded  on  the  NYSE.   The  Silver-Denominated Preferred Stock
   ranks,  as  to  the  payment  of  dividends   and  distribution  upon
   liquidation,   pari  passu  with  the  7%  Convertible   Exchangeable
   Preferred  Stock,   the  Step-Up  Convertible  Stock  and  the  Gold-
   Denominated Preferred  Stock  and  senior  to  the  Company's Class A
   Common Stock and Class B Common Stock.
<PAGE>
   
      The depositary shares have a liquidation preference  equivalent to
   the  dollar  equivalent  value of 4.0 ounces of silver per depositary
   share, plus accrued and unpaid  dividends.   Dividends on the Silver-
   Denominated Preferred Stock are cumulative and  payable quarterly, in
   an amount equivalent to the dollar value of 0.04125  ounces of silver
   per depositary share.

      The  Company will redeem annually on August 1 beginning  in  1999,
   out  of  funds  legally  available  therefor,  a  number  of  Silver-
   Denominated  Preferred Stock shares equal to one-eighth of the shares
   originally issued,  at  an amount equivalent to the dollar equivalent
   value of 4.0 ounces of silver  per  depositary share plus accrued and
   unpaid  dividends.   Silver-Denominated   Preferred  Stock  will  not
   subject to redemption at the option of the  Company,  except that, if
   at  any  time  the  total  number  of  shares  of  Silver-Denominated
   Preferred  Stock  outstanding  shall  be less than 15% of  the  total
   number  of shares of Silver-Denominated  Preferred  Stock  originally
   issued, the  Company  will  have  the  right  to redeem the shares of
   Silver-Denominated Preferred Stock, in whole but  not in part, on any
   subsequent quarterly dividend date at a redemption  price  equivalent
   to   the  dollar  equivalent  value  of  the  liquidation  preference
   described  above  plus  a  pro rata portion of the accrued and unpaid
   dividends on the shares of Silver-Denominated  Preferred Stock to the
   date fixed for redemption.  The Company will not  have  the  right to
   make  a  mandatory  or  optional  redemption of any shares of Silver-
   Denominated Preferred Stock unless  full cumulative dividends for all
   past dividend periods shall have been  paid or declared and set aside
   for payment upon all shares of Silver-Denominated Preferred Stock and
   all other outstanding shares of stock of   the Company ranking, as to
   dividends,  pari passu with the Silver-Denominated  Preferred  Stock.
   For purposes  of  this discussion, the "dollar equivalent value" of a
   specified number of  ounces  of  silver  means  that number of ounces
   multiplied by a reference price determined by taking  the  average of
   the  London silver fixing price for an ounce of silver on a specified
   number of days prior to the date of determination.

      The  Silver-Denominated  Preferred Stock has limited voting rights
   with respect to the election  of  directors  upon  the failure of the
   Company  to  pay  dividends in an amount equal to six full  quarterly
   dividends and the right  to  vote as a separate class on any proposal
   to amend the Certificate so as  to  adversely  affect  the  rights of
   holders of Silver-Denominated Preferred Stock or create, authorize or
   issue  any  series or class of stock ranking senior to the shares  of
   Silver-Denominated  Preferred  Stock with respect to dividends or the
   distribution of assets upon liquidation, dissolution or winding up of
   the Company.  The Silver-Denominated  Preferred  Stock  does not have
   voting  rights  with  respect to any amendment to the Certificate  to
   authorize other series  of  stock  of the Company ranking on a parity
   with or junior to the Silver-Denominated Preferred as to dividends or
   distributions upon liquidation, dissolution or winding up.

    

                      DESCRIPTION OF DEPOSITARY SHARES

      The description set forth below and  in  any Prospectus Supplement
   of certain provisions of the Deposit Agreement (as defined below) and
   of the Depositary Shares and Depositary Receipts  does not purport to
   be  complete  and  is  subject to, and qualified in its  entirety  by
   reference to, the form of  Deposit  Agreement  and form of Depositary
   Receipts relating to each series of the Preferred Stock which will be
   filed with the Commission as an exhibit to the Registration Statement
   of which this Prospectus is a part.

   General

      The Company may, at its option, elect to have  shares of Preferred
   Stock represented by Depositary Shares.  The shares  of any series of
   the  Preferred  Stock  underlying  the  Depositary  Shares  will   be
   deposited   under   a   separate   deposit  agreement  (the  "Deposit
   Agreement") between the Company and  a bank or trust company selected
   by  the  Company  (the  "Depositary").   The   Prospectus  Supplement
   relating to a series of Depositary Shares will set forth the name and
   address  of  the  Depositary.  Subject to the terms  of  the  Deposit
   Agreement, each owner  of  a  Depositary  Share  will be entitled, in
   proportion  to  the applicable interest in the number  of  shares  of
   Preferred Stock underlying  such  Depositary Share, to all the rights
   and  preferences of the Preferred Stock  underlying  such  Depositary
   Share  (including  dividend, voting, redemption, conversion, exchange
   and liquidation rights).

      The Depositary Shares  will  be  evidenced  by Depositary Receipts
   issued  pursuant  to  the  Deposit  Agreement,  each  of  which  will
   represent  the  applicable  interest  in  a  number  of shares  of  a
   particular series of the Preferred Stock described in  the applicable
   Prospectus Supplement.

<PAGE>
   

      Upon  surrender  of  Depositary  Shares  at  the  office  of   the
   Depositary  and  upon  payment of the charges provided in the Deposit
   Agreement and subject to  the  terms  thereof, a holder of Depositary
   Shares will be entitled to have the Depositary deliver to such holder
   the  number  of  whole shares of Preferred  Stock  evidenced  by  the
   surrendered Depositary Shares.
    

   Dividends and Other Distributions

      The Depositary  will  distribute  all cash dividends or other cash
   distributions  received  in respect of the  Preferred  Stock  to  the
   record holders of Depositary Shares representing such Preferred Stock
   in proportion to the numbers  of such Depositary Shares owned by such
   holders on the relevant record date.

      In the event of a distribution  other than in cash, the Depositary
   will distribute property received by  it  to  the  record  holders of
   Depositary  Shares  entitled thereto or the Depositary may, with  the
   approval of the Company,  sell  such  property and distribute the net
   proceeds from such sale to such holders.

      The Deposit Agreement also contains  provisions  relating  to  the
   manner  in  which  any  subscription or similar rights offered by the
   Company to holders of Preferred  Stock  shall  be  made  available to
   holders of Depositary Shares.

   

   Conversion and Exchange
      
      If any Preferred Stock underlying the Depositary Shares is subject
   to provisions relating to its conversion or exchange as set  forth in
   the  Prospectus  Supplement  relating thereto, each record holder  of
   Depositary Shares will have the  right  or  obligation  to convert or
   exchange   such  Depositary  Shares  into  Preferred  Stock  or  Debt
   Securities (including  any  right  to  receive  payments  in  cash or
   Preferred Stock or Debt Securities based on the value, rate or  price
   of one or more specified commodities, currencies or indices) pursuant
   to the terms thereof.
    

   Redemption of Depositary Shares

      If Preferred Stock underlying the Depositary Shares is subject  to
   redemption,  the Depositary Shares will be redeemed from the proceeds
   received by the Depositary resulting from the redemption, in whole or
   in  part,  of the  Preferred  Stock  held  by  the  Depositary.   The
   redemption price  per Depositary Share will be equal to the aggregate
   redemption price payable  with  respect  to  the  number of shares of
   Preferred  Stock  underlying  the  Depositary Shares.   Whenever  the
   Company redeems Preferred Stock from  the  Depositary, the Depositary
   will redeem as of the same redemption date a  proportionate number of
   Depositary  Shares  representing the shares of Preferred  Stock  that
   were redeemed.  If less  than  all  the  Depositary  Shares are to be
   redeemed,  the Depositary Shares to be redeemed will be  selected  by
   lot or pro rata as may be determined by the Company.

      After the  date  fixed  for  redemption,  the Depositary Shares so
   called for redemption will no longer be deemed  to be outstanding and
   all rights of the holders of the Depositary Shares will cease, except
   the  right  to  receive  the  redemption  price  payable   upon  such
   redemption.   Any  funds deposited by the Company with the Depositary
   for any Depositary Shares  which  the  holders thereof fail to redeem
   shall be returned to the Company after a period of two years from the
   date such funds are so deposited.

   Voting

      Upon receipt of notice of any meeting  or  action  in  lieu of any
   meeting  at  which  the  holders  of  any  shares  of Preferred Stock
   underlying the Depositary Shares are entitled to vote, the Depositary
   will  mail  the  information contained in such notice to  the  record
   holders of the Depositary  Shares  relating  to such Preferred Stock.
   Each  record  holder  of such Depositary Shares on  the  record  date
   (which will be the same  date  as  the  record date for the Preferred
   Stock) will be entitled to instruct the Depositary as to the exercise
   of the voting rights pertaining to the number  of shares of Preferred
   Stock  underlying  such holder's Depositary Shares.   The  Depositary
   will endeavor, insofar  as  practicable, to vote the number of shares
   of Preferred Stock underlying  such  Depositary  Shares in accordance
   with such instructions, and the Company will agree to take all action
   which may be deemed necessary by the Depositary in  order  to  enable
   the Depositary to do so.

<PAGE>


   Amendment of the Deposit Agreement

      The  form  of  Depositary Receipt evidencing the Depositary Shares
   and any provision of the Deposit Agreement may at any time be amended
   by agreement between  the  Company  and  the   Depositary,  provided,
   however, that any amendment which materially and adversely alters the
   rights  of  the  existing  holders  of Depositary Shares will not  be
   effective  unless  such amendment has been  approved  by  the  record
   holders  of  at least  a  majority  of  the  Depositary  Shares  then
   outstanding.

   Charges of Depositary

      The Company will pay all transfer and other taxes and governmental
   charges that arise  solely  from  the  existence  of  the  depositary
   arrangements.   The  Company  will  pay charges of the Depositary  in
   connection with the initial deposit of  the  Preferred  Stock and any
   exchange or redemption of the Preferred Stock.  Holders of Depositary
   Shares  will  pay all other transfer and other taxes and governmental
   charges, and, in  addition,  such  other  charges  as  are  expressly
   provided in the Deposit Agreement to be for their accounts.
   Miscellaneous

      The Company, or at the option of the Company, the Depositary, will
   forward   to  the  holders  of  Depositary  Shares  all  reports  and
   communications  from  the  Company  which  the Company is required to
   furnish to the holders of Preferred Stock.

      Neither the Depositary nor the Company will  be  liable  if  it is
   prevented or delayed by law or any circumstance beyond its control in
   performing   its   obligations  under  the  Deposit  Agreement.   The
   obligations of the Company  and  the  Depositary  under  the  Deposit
   Agreement  will  be  limited  to  performance  in good faith of their
   duties  thereunder  and they will not be obligated  to  prosecute  or
   defend any legal proceeding  in  respect  of  any Depositary Share or
   Preferred  Stock  unless satisfactory indemnity has  been  furnished.
   The Company and the  Depositary  may  rely  upon  written  advice  of
   counsel or accountants, or information provided by persons presenting
   Preferred  Stock  for  deposit, holders of Depositary Shares or other
   persons believed to be competent  and  on  documents  believed  to be
   genuine.

   Resignation  and  Removal  of  Depositary; Termination of the Deposit
   Agreement

      The Depositary may resign at any time by delivering to the Company
   notice of its election to do so,  and  the  Company  may  at any time
   remove the Depositary, any such resignation or removal to take effect
   upon the appointment of a successor Depositary and its acceptance  of
   such appointment.  Such successor Depositary will be appointed by the
   Company within 60 days after delivery of the notice of resignation or
   removal.  The Deposit Agreement may be terminated at the direction of
   the  Company  or  by the Depositary if a period of 90 days shall have
   expired after the Depositary  has  delivered  to  the Company written
   notice of its election to resign and a successor depositary shall not
   have been appointed.  Upon termination of the Deposit  Agreement, the
   Depositary will discontinue the transfer of Depositary Receipts, will
   suspend  the  distribution  of dividends to the holders thereof,  and
   will  not  give  any  further notices  (other  than  notice  of  such
   termination) or perform  any further acts under the Deposit Agreement
   except that the Depositary  will  continue to deliver Preferred Stock
   certificates, together with such dividends  and distributions and the
   net proceeds of any sales of rights, preferences, privileges or other
   property  in  exchange  for  Depositary Receipts  surrendered.   Upon
   request  of  the Company, the Depositary  shall  deliver  all  books,
   records, certificates evidencing Preferred Stock, Depositary Receipts
   and other documents  relating  to  the  subject matter of the Deposit
   Agreement to the Company.

<PAGE>

                          DESCRIPTION OF WARRANTS

   General

      The  Company may issue Warrants, including  Warrants  to  purchase
   Debt  Securities  ("Debt  Warrants"),  as  well  as  other  types  of
   Warrants.   Warrants may be issued independently or together with any
   Debt Securities or Preferred Stock and may be attached to or separate
   from  such Debt  Securities  or  Preferred  Stock.   Each  series  of
   Warrants  will  be  issued under a separate warrant agreement (each a
   "Warrant Agreement")  to  be  entered  into between the Company and a
   warrant agent ("Warrant Agent").  The following  sets  forth  certain
   general terms and provisions of the Warrants offered hereby.  Further
   terms  of  the Warrants and the applicable Warrant Agreement are  set
   forth in the applicable Prospectus Supplement.

   Debt Warrants

      The applicable  Prospectus  Supplement will describe the following
   terms of the Debt Warrants in respect  of  which  this  Prospectus is
   being  delivered:   (a)  the  title  of  such Debt Warrants; (b)  the
   aggregate number of such Debt Warrants; (c)  the  price  or prices at
   which  such  Debt  Warrants  will  be  issued;  (d)  the currency  or
   currencies,  including  composite currencies, in which the  price  of
   such Debt Warrants may be  payable;  (e)  the  designation, aggregate
   principal  amount and terms of the Debt Securities  purchasable  upon
   exercise of  such  Debt Warrants; (f) the price at which and currency
   or currencies, including  composite  currencies,  in  which  the Debt
   Securities  purchasable  upon  exercise of such Debt Warrants may  be
   purchased; (g) the date on which  the  right  to  exercise  such Debt
   Warrants  shall  commence  and  the  date  on  which such right shall
   expire; (h) if applicable, the minimum or maximum amount of such Debt
   Warrants which may be exercised at any one time;  (i)  if applicable,
   the  designation and terms of the Debt Securities or Preferred  Stock
   with which  such Debt Warrants are issued and the number of such Debt
   Warrants issued  with each such Debt Security or Preferred Stock; (j)
   if applicable, the date on and after which such Debt Warrants and the
   related  Debt  Securities  or  Preferred  Stock  will  be  separately
   transferable; (k)  information with respect to book-entry procedures,
   if any; (l) if applicable,  a  discussion  of  certain  United States
   Federal  income tax considerations; and (m) any other terms  of  such
   Debt Warrants,  including  terms, procedures and limitations relating
   to the exchange and exercise of such Debt Warrants.

   Other Warrants
   
      The Company may issue other  Warrants.   The applicable Prospectus
   Supplement  will  describe  the following terms  of  any  such  other
   Warrants in respect of which this Prospectus is being delivered:  (a)
   the  title  of  such  Warrants; (b)  the  aggregate  number  of  such
   Warrants; (c) the price  or  prices  at  which  such Warrants will be
   issued;   (d)   the  currency  or  currencies,  including   composite
   currencies, in which  the  price of such Warrants may be payable; (e)
   the designation and terms of the Preferred Stock (including rights to
   receive payments in cash or  securities  based  on the value, rate or
   price  of one or more specified commodities, currencies  or  indices)
   purchasable  upon  exercise  of such warrants; (f) the price at which
   and the currency or currencies,  including  composite  currencies, in
   which  the securities purchasable upon exercise of such Warrants  may
   be purchased;  (g)  the  date  on  which  the  right to exercise such
   Warrants  shall  commence  and  the  date on which such  right  shall
   expire; (h) if applicable, the minimum  or  maximum  amount  of  such
   Warrants  which  may be exercised at any one time; (i) of applicable,
   the designation and  terms  of the Debt Securities or Preferred Stock
   with which such Warrants are  issued  and the number of such Warrants
   issued with each such Debt Security or  share of Preferred Stock; (j)
   if  applicable, the date on and after which  such  Warrants  and  the
   related  Debt  Securities  or  Preferred  Stock  will  be  separately
   transferable;  (k) information with respect to book-entry procedures,
   if any; (l) if applicable,  a  discussion  of  certain  United States
   Federal  income tax considerations; and (m) any other terms  of  such
   Warrants, including terms, procedures and limitations relating to the
   exchange and exercise of such Warrants.

    
<PAGE>
                            PLAN OF DISTRIBUTION
   
      FCX  and   FCX   Finance   may  offer  Securities  to  or  through
   underwriters,  through  agents  or   dealers  or  directly  to  other
   purchasers.

      The distribution of Securities may  be  effected from time to time
   in one or more transactions at a fixed price  or prices, which may be
   changed, at market prices prevailing at the time  of  sale, at prices
   related to such market prices or at negotiated prices.   FCX  and FCX
   Finance also may offer and sell the Securities in exchange for one or
   more of its outstanding issues of securities.

      In  connection  with the sale of Securities, underwriters, dealers
   or agents may receive  compensation  from  FCX,  FCX  Finance or from
   purchasers  in  the  form  of  discounts, concessions or commissions.
   Underwriters, dealers and agents participating in the distribution of
   the Securities may be deemed to be underwriters within the meaning of
   the Securities Act.
    
      Pursuant to agreements which  may  be  entered  into  between  the
   Company  and  any  underwriters  or  agents  named  in the Prospectus
   Supplement,   such   underwriters  or  agents  may  be  entitled   to
   indemnification by the Company against certain liabilities, including
   liabilities under the Securities Act.
         
      If so indicated in  a  Prospectus  Supplement,  the  Company  will
   authorize  underwriters  or other persons acting as agents to solicit
   offers by certain institutional investors to purchase Debt Securities
   or Preferred Stock pursuant  to  contracts  providing for payment and
   delivery on a future date.  Institutions with  which  such  contracts
   may   be   made  include  commercial  and  savings  banks,  insurance
   companies,  pension  funds,  investment  companies,  educational  and
   charitable institutions and others, but shall in all cases be subject
   to the approval  of  the  Company.   The obligations of the purchaser
   under any such contract will not be subject  to any conditions except
   (a) the investment in the Debt Securities or Preferred  Stock  by the
   institution  shall  not  at the time of delivery be prohibited by the
   laws  of  any  jurisdiction  in  the  United  States  to  which  such
   institution is subject, and (b)  if  a portion of the Debt Securities
   or  Preferred  Stock is being sold to underwriters,  FCX  and/or  FCX
   Finance shall have  sold  to such underwriters the Debt Securities or
   Preferred Stock not sold for delayed delivery.  Underwriters and such
   other persons will not have  any  responsibility  in  respect  of the
   validity or performance of such contracts.

      All Debt Securities, Preferred Stock and Warrants offered will  be
   a  new  issue  of securities with no established trading market.  Any
   underwriters to  whom  such  Debt  Securities,  Preferred  Stock  and
   Warrants  are  sold for public offering and sale may make a market in
   such  Debt  Securities,   Preferred  Stock  and  Warrants,  but  such
   underwriters will not be obligated  to  do so and may discontinue any
   market making at any time without notice.   No assurance can be given
   as  to  the  liquidity  of  or  the  trading  markets  for  any  Debt
   Securities, Preferred Stock or Warrants.
    
      Certain of the underwriters or agents and their  associates may be
   customers  of, engage in transactions with and perform  services  for
   the Company in the ordinary course of business.

      The specific terms and manner of sale of the Securities in respect
   of  which this  Prospectus  is  being  delivered  are  set  forth  or
   summarized in the Prospectus Supplement.

                               LEGAL MATTERS
   
      The validity of the Securities offered will be passed upon for FCX
   and FCX  Finance  by  Jones,  Walker,  Waechter, Poitevent, Carrere &
   Denegre, L.L.P.  Counsel to any underwriters,  dealers or agents with
   respect  to  any  distribution  or Securities will be  named  in  the
   applicable Prospectus Supplement.
    
                                  EXPERTS

      The audited financial statements  and  schedules  of  the  Company
   incorporated  in this Prospectus by reference to the Company's Annual
   Report on Form  10-K  for  the year ended December 31, 1995 have been
   audited by Arthur Andersen LLP,  independent  public  accountants  as
   indicated  in their report with respect thereto, and are incorporated
   herein by reference  in  reliance  upon the authority of said firm as
   experts in accounting and auditing in  giving  said  report.   Future
   audited  financial  statements  and  schedules of the Company and the
   reports thereon of the Company's independent  public accountants also
   will be incorporated by reference in this Prospectus in reliance upon
   the authority of those accountants as experts in giving those reports
   to  the extent said firm has audited those financial  statements  and
   consented to the use of their reports thereon.

      The   Company's   reserves  as  of  December  31,  1994  and  1995
   incorporated in this Prospectus  by reference to the Company's Annual
   Report on Form 10-K for the year ended  December  31,  1995 have been
   verified  by  Independent Mining Consultants, Inc., and such  reserve
   information has  been incorporated by reference in this Prospectus in
   reliance upon the  authority  of  said  firm  as  experts  in mining,
   geology and reserve determination.

<PAGE>
                                             PART II

                              INFORMATION NOT REQUIRED IN PROSPECTUS

          Item 14.  Other Expenses of Issuance and Distribution.

                The  estimated  expenses  to  be  paid by the Registrant in
          connection with the securities being registered are as follows:

                SEC registration fee                            $258,621
                Rating agency fees                                50,000*
                Legal fees and expenses                          100,000*
                Accounting fees and expenses                      30,000*
                Printing expenses                                100,000*
                Trustees' fees and expenses                       20,000*
                Blue Sky fees and expenses                        30,000*
                Miscellaneous                                     11,379*
                                                                ___________
                                Total                            600,000*

                *All amounts listed above other than  the  registration fee
                are estimated.

          Item 15.  Indemnification of Directors and Officers.

                Section  145  of  the  General Corporation Law of  Delaware
          empowers  the  Company to indemnify,  subject  to  the  standards
          therein prescribed,  any  person  in  connection with any action,
          suit or proceeding brought or threatened  by  reason  of the fact
          that such person is or was a director, officer, employee or agent
          of  the  Company.   Article VIII of the Company's Certificate  of
          Incorporation and Article  XXV  of the Company's by-laws provides
          that each person who was or is made  a party to (or is threatened
          to be made a party to) or is otherwise  involved  in  any action,
          suit, or proceeding by reason of the fact that such person  is or
          was  a  director, officer, employee or agent of the Company shall
          be indemnified  and  held  harmless by the Company to the fullest
          extent  authorized by the General  Corporation  Law  of  Delaware
          against all  expenses,  liability  and  loss  (including, without
          limitation, attorneys' fees, judgments, fines and amounts paid in
          settlement)  reasonably  incurred  by such person  in  connection
          therewith.  The rights conferred by Article VIII of the Company's
          Certificate of Incorporation and Article XXV of the Company's by-
          laws, as the case may be, are contractual  rights and include the
          right  to  be  paid  by  the  Company  the expenses  incurred  in
          defending such action, suit or proceeding in advance of the final
          disposition thereof.

                Article VIII of the Company's Certificate  of Incorporation
          provides  that  the  Company's  directors will not be  personally
          liable to the Company or its stockholders  for  monetary  damages
          resulting  from  breaches  of  their  fiduciary duty as directors
          except (a) for any breach of the  duty  of loyalty to the Company
          or its stockholders, (b) for acts or omissions  not in good faith
          or which involve intentional misconduct or a knowing violation of
          law,  (c) under  Section  174 of the General Corporation  Law  of
          Delaware, which makes directors  liable  for unlawful dividend or
          unlawful  stock  repurchases or redemptions  or  (d) transactions
          from which directors derive improper personal benefit.

                The Company  has an insurance policy insuring the Company's
          directors and officers  against  certain  liabilities,  including
          liabilities under the Securities Act of 1933.

          Item 16.  Exhibits.

            1.1   Form of Underwriting Agreement.**

            1.2   Form of Sales Agency Agreement.**

            1.3   Form of Distribution Agreement.**

            3.1   Composite Copy of the Certificate of Incorporation of the
                  Company,   as  amended.   Incorporated  by  reference  to
                  Exhibit 3.1  to  the Quarterly Report on Form 10-Q of the
                  Company for the quarter ended June 30, 1995.

            3.2   By-Laws  of the Company,  as  amended.   Incorporated  by
                  reference  to Exhibit 3.2 to the Quarterly Report on Form
                  10-Q of the Company for the quarter ended June 30, 1995.

            3.3   Articles of Association of Finance dated March 4, 1996.*

            4.1   Form of Indenture for Senior Debt Securities. *

            4.2   Form of Senior Debt Security.**

            4.3   Form of Indenture for Subordinated Securities.*

            4.4   Form of Subordinated Debt Security.**

            4.5   Form of Indenture for Senior Guaranteed Debt Securities.*

            4.6   Form of Senior Guaranteed Debt Securities.**

            4.7   Form  of  Indenture   for  Subordinated  Guaranteed  Debt
                  Securities.*

            4.8   Form of Subordinated Guaranteed Debt Security.**

            4.9   Form of Certificate of Designations of Preferred Stock.*

            4.10  Form of Stock Certificate of the Class A Common Stock.*

            4.11  Form of Stock Certificate of the Class B Common Stock.*

            4.12  Form of Deposit Agreement.*

            4.13  Form of Depositary Receipt.*

            5     Opinion of Jones, Walker,  Waechter, Poitevent, Carrere &
                  Denegre, L.L.P., as to the legality of the Securities.*

           12     Statement re computation of ratios.***

           23.1   Consent of Arthur Andersen LLP.*

           23.2   Consent of Jones, Walker, Waechter,  Poitevent, Carrere &
                  Denegre, L.L.P. included as part of Exhibit 5.*

           23.3   Consent of Independent Mining Consultants, Inc.*

           24     Powers of Attorney.*

           25.1   Statement  of  Eligibility of Trustee on  Form  T-1  with
                  respect to Senior Debt Securities.**

           25.2   Statement of Eligibility  of  Trustee  on  Form  T-1 with
                  respect to Subordinated Debt Securities.**

           25.3   Statement  of  Eligibility  of  Trustee  on Form T-1 with
                  respect to Senior Guaranteed Debt Securities.**

           25.4   Statement  of  Eligibility  of Trustee on Form  T-1  with
                  respect to Subordinated Guaranteed Debt Securities.**
          _____________________
            *     Previously filed.
           **     To  be  filed  by amendment or subsequently  incorporated
                  herein.
          ***     Filed herewith.

          Item 17.  Undertakings

                The undersigned Registrants hereby undertake:

                (1)   To file, during  any  period in which offers or sales
          are being made, a post-effective amendment  to  this registration
          statement:

                (i)   To   include  any  prospectus  required  by   Section
          10(a)(3)  of  the  Securities   Act  of  1933,  as  amended  (the
          "Securities Act")

                (ii)  To  reflect in the prospectus  any  facts  or  events
          arising after the  effective  date  of the registration statement
          (or  the  most  recent post-effective amendment  thereof)  which,
          individually or in  the aggregate, represent a fundamental change
          in the information set  forth  in  this  registration  statement.
          Notwithstanding the foregoing, any increase or decrease in volume
          of  securities  offered  (if the total dollar value of securities
          offered  would not exceed that  which  was  registered)  and  any
          deviation  from  the  low  or  high  end of the estimated maximum
          offering range may be reflected in the  form  of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in volume and price represent no more than 20 percent
          change in the maximum aggregate offering price  set  forth in the
          "Calculation   of   Registration  Fee"  table  in  the  effective
          registration statement;

                (iii) To include  any  material information with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          registration statement or any material change to such information
          in this registration statement.

          Provided, however, that the undertakings  set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in  a post-effective amendment by those  paragraphs  is
          contained in periodic reports filed with the Commission by either
          Registrant pursuant  to  Section  13  or  Section  15(d)  of  the
          Securities  Exchange  Act  of  1934 (the "Exchange Act") that are
          incorporated by reference in this registration statement.

                (2)   That, for the purpose  of  determining  any liability
          under  the  Securities  Act,  each  such post-effective amendment
          shall be deemed to be a new registration  statement  relating  to
          the   securities  offered  therein,  and  the  offering  of  such
          securities  at  that  time shall be deemed to be the initial bona
          fide offering thereof.

                (3)   To  remove  from   registration   by   means   of   a
          post-effective  amendment  any of the securities being registered
          which remain unsold at the termination of the offering.

                (4)   That, for purposes of determining any liability under
          the Securities Act, each filing  of  a Registrant's annual report
          pursuant to Section 13(a) or Section 15(d)  of  the  Exchange Act
          that  is incorporated by reference in the registration  statement
          shall be  deemed  to  be a new registration statement relating to
          the  securities  offered   therein,  and  the  offering  of  such
          securities at that time shall  be  deemed  to be the initial bona
          fide offering thereof.

                (5)   Insofar  as  indemnification for liabilities  arising
          under the Securities Act may  be permitted to directors, officers
          and  controlling persons of either  Registrant  pursuant  to  the
          foregoing  provisions  or  otherwise,  the  Registrants have been
          advised  that  in  the  opinion  of the Securities  and  Exchange
          Commission  such  indemnification is  against  public  policy  as
          expressed in the Securities Act and is, therefore, unenforceable.
          In  the  event that a  claim  for  indemnification  against  such
          liabilities  (other  than  the  payment  by  the  Registrants  of
          expenses  incurred  or paid by a director, officer or controlling
          person  of the Registrants  in  the  successful  defense  of  any
          action, suit or proceeding) is asserted by such director, officer
          or controlling  person  in  connection  with the securities being
          registered, the Registrants will, unless  in  the  opinion of its
          counsel  the  matter  has  been settled by controlling precedent,
          submit  to  a  court  of appropriate  jurisdiction  the  question
          whether such indemnification  by  it  is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.

                (6)   The undersigned Registrant  hereby undertakes to file
          an application for the purpose of determining  the eligibility of
          the  trustee to act under Subsection (a) of Section  310  of  the
          Trust  Indenture  Act  ("Act")  in  accordance with the rules and
          regulations prescribed by the Commission  under Section 305(b)(2)
          of the Act.

<PAGE>
                                      SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
          the  Registrant  certifies  that  it  has reasonable  grounds  to
          believe that it meets all of the requirements  for filing on Form
          S-3 and has duly caused this Registration Statement  or Amendment
          thereto to be signed on its behalf by the undersigned,  thereunto
          duly  authorized,  in New Orleans, Louisiana, on the 20th day  of
          May, 1996.


                                     Freeport-McMoRan Copper & Gold Inc.
                                     (Registrant)


                                      By:     /s/  James R. Moffett
                                              _________________________
                                                   James R. Moffett,
                                               Chairman of the Board
                                               and Chief Executive Officer


            Pursuant  to  the  requirements  of the Securities Act of 1933,
            this  Registration  Statement  or Amendment  thereto  has  been
            signed  below  by  the  following  persons  on  behalf  of  the
            Registrant and in the capacities indicated on May 20, 1996.

            Signature
                                                      Title

          /s/ James R. Moffett         Chairman of the Board, Chief
              _________________        Executive Officer and Director
              James R. Moffett         (Principal Executive Officer)
                     
                     *
             ___________________        Executive  Vice  President and Chief
              Richard C. Adkerson       Financial Officer (Principal
                                        Financial and Accounting Officer)
                    
                      *
             ___________________
             Robert W. Bruce III                   Director

                      *
              __________________
              R. Leigh Clifford                    Director

                      *
              __________________
              Thomas B. Coleman                    Director

                      *
              __________________
              Bobby E. Cooper                      Director

                      *
              ___________________
              Robert A. Day                        Director

                      *
              ___________________
              Leland O. Erdahl                     Director

                      *
              ____________________
              William B. Harrison, Jr.             Director

                      *
              _____________________
              Henry A. Kissinger                   Director

                      *
              ______________________        
              Bobby Lee Lackey                     Director

                      *
              ______________________
              Rene L. Latiolais                    Director

                      *      
              _______________________
              Gabrielle K. McDonald                Director

                     *                       
              ______________________       
              George A. Mealey                     Director

                     *                        
              ______________________
              George Putnam                        Director

                     *
              _______________________
              B.M. Rankin, Jr.                     Director

                     *                        
              ________________________       
              Wolfgang F. Siegel                   Director

                     *    
              ________________________
              Eiji Umene                           Director

                     *
              ________________________
              J. Taylor Wharton                    Director

                     *  
              _________________________       
              Ward W. Woods, Jr.                   Director

                                                      
            *By:    /s/ James R. Moffett
                _________________________
                        James R. Moffett
                        Attorney-in-Fact
          
<PAGE>
                                    SIGNATURES

                  Pursuant  to  the  requirements  of the Securities Act of
            1933, the Registrant certifies that it has  reasonable  grounds
            to believe that it meets all of the requirements for filing  on
            Form  S-3  and  has  duly caused this Registration Statement or
            Amendment  thereto  to  be   signed   on   its  behalf  by  the
            undersigned,   thereunto  duly  authorized,  in  New   Orleans,
            Louisiana, on the 20th day of May, 1996.


                                      FCX  Finance  Company B.V.
                                      (Registrant)


                                      By:   /s/ Richard  C. Adkerson
                                            __________________________
                                                Richard  C. Adkerson
                                                Managing Director



            Pursuant  to  the  requirements  of the Securities Act of 1933,
            this  Registration  Statement  or Amendment  thereto  has  been
            signed  below  by  the  following  persons  on  behalf  of  the
            Registrant and in the capacities indicated on May 20, 1996.

            Signature
                                                      Title

             /s/ Richard C. Adkerson       Managing Director (Principal
                 ___________________       Executive, Financial and 
                                           Accounting Officer and
                                           Authorized Representative in the
                                           United States)
                    
            /s/ Henry A. Miller               
                ____________________    
                 Henry A. Miller           Managing Director


            /s/ R. Foster Duncan
                _____________________
                R. Foster Duncan           Managing Director

            /s/ John L. Koch, III
                _____________________
                John L. Koch, III          Managing Director
                                            
                                            
<PAGE>                                            
                                            EXHIBIT INDEX

            Sequentially
            Exhibit                                              Numbered
            Number      Document Description                      Page

             1.1        Form of Underwriting Agreement.**

             1.2        Form of Sales Agency Agreement.**

             1.3        Form of Distribution Agreement.**

             3.1        Composite  Copy  of  the Certificate of
                        Incorporation   of   the  Company,   as
                        amended.  Incorporated  by reference to
                        Exhibit 3.1 to the Quarterly  Report on
                        Form 10-Q of Fox for the quarter  ended
                        June 30, 1995.

             3.2        By-Laws  of  the  Company,  as amended.
                        Incorporated  by  reference to  Exhibit
                        3.2 to the Quarterly Report on Form 10-
                        Q for the quarter ended June 30, 1995.

             3.3        Articles  of  Association   of  Finance
                        dated March 4, 1996.*

             4.1        Form  of  Indenture  for  Senior   Debt
                        Securities.*

             4.2        Form of Senior Debt Security.**

             4.3        Form   of  Indenture  for  Subordinated
                        Securities.*

             4.4        Form of Subordinated Debt Security.**

             4.5        Form of Indenture for Senior Guaranteed
                        Debt Securities.*

             4.6        Form   of    Senior   Guaranteed   Debt
                        Securities.**

             4.7        Form  of  Indenture   for  Subordinated
                        Guaranteed Debt Securities.*

             4.8        Form  of  Subordinated Guaranteed  Debt
                        Security.**

             4.9        Form of Certificate  of  Designations  of Preferred
                        Stock.*

             4.10       Form  of Stock Certificate of the Class
                        A Common Stock.*

             4.11       Form of  Stock Certificate of the Class
                        B Common Stock.*

             4.12       Form of Deposit Agreement.*

             4.13       Form of Depositary Receipt.*

             5          Opinion  of  Jones,  Walker,  Waechter,
                        Poitevent,  Carrere  & Denegre, L.L.P.,
                        as to the legality of the Securities.*

            12          Statement re computation of ratios.***

            23.1        Consent of Arthur Andersen LLP.*

            23.2        Consent  of  Jones,  Walker,  Waechter,
                        Poitevent,  Carrere  & Denegre,  L.L.P.
                        included as part of Exhibit 5.*

            23.3        Consent of Independent Mining Consultants, Inc.*

            24          Powers of Attorney.*

            25.1        Statement of Eligibility  of  Trustee  on  Form T-1
                        with respect to Senior Debt Securities.**

            25.2        Statement  of  Eligibility  of Trustee on Form  T-1
                        with respect to Subordinated Debt Securities.**

            25.3        Statement  of Eligibility of Trustee  on  Form  T-1
                        with   respect    to    Senior    Guaranteed   Debt
                        Securities.**

            25.4        Statement  of Eligibility of Trustee  on  Form  T-1
                        with  respect   to   Subordinated  Guaranteed  Debt
                        Securities.**

            ____________________
             *          Previously filed.
            **          To   be   filed   by  amendment   or   subsequently
                        incorporated herein.
            ***         Filed herewith.





                                                                 EXHIBIT 12.1

                 FREEPORT-McMoRan COPPER & GOLD INC.

Computation of Ratio of Earnings to Fixed Charges:

                                                            Three Months Ended
                           Years Ended December 31,              March 31,
                -------------------------------------------- -----------------
                  1991     1992     1993     1994     1995     1995     1996
                -------- -------- -------- -------- -------- -------- --------
                                          (In Thousands)
Income from
 continuing
 operations     $101,962 $129,893 $ 60,670 $130,241 $253,618 $ 57,396 $ 36,136
Add:
Provision for
 income taxes     45,585  103,726   67,589  123,412  234,044   51,395   38,621
Minority interests'
 share of net
 income           12,199   31,075    9,134   25,439   57,100   12,392    8,163
Interest expense  21,451   18,897   15,327        -   47,900        -   23,530
Rental expense
 factor(a)           841      876    3,190    2,333    1,002      583      251
                -------- -------- -------- -------- -------- --------  -------
Earnings
 available
 for fixed
 charges        $182,038 $284,467 $155,910 $281,425 $593,664 $121,766 $106,701
                ======== ======== ======== ======== ======== ======== ========

Interest expense$ 21,451 $ 18,897 $ 15,327 $      - $ 47,900 $      - $ 23,530
Capitalized
 interest         18,276   23,974   24,519   35,110   49,758   17,828    9,348
Rental expense
 factor(a)           841      876    3,190    2,333    1,002      583      251
                -------- -------- -------- -------- -------- -------- --------
Fixed charges   $ 40,568 $ 43,747 $ 43,036 $ 37,443 $ 98,660 $ 18,411 $ 33,129
                ======== ======== ======== ======== ======== ======== ========

Ratio of earnings
 to fixed
 charges(b)         4.5x     6.5x     3.6x     7.5x     6.0x     6.6x     3.2x
                    ====     ====     ====     ====     ====     ====     ====

Computation of Ratio of Earnings to Fixed Charges,
Preferred Stock Dividends and Minimum Distributions:

                                                            Three Months Ended
                         Years Ended December 31,                March 31,
                -------------------------------------------- -----------------
                  1991     1992     1993     1994     1995
                -------- -------- -------- -------- -------- -------- -------- 
                                          (In Thousands)
Income from
 continuing
 operations     $101,962 $129,893 $ 60,670 $130,241 $253,618 $ 57,396 $ 36,136
Add:
Provision for
 income taxes     45,585  103,726   67,589  123,412  234,044   51,395   38,621
Minority interests'
 share of net
 income           12,199   31,075    9,134   25,439   57,100   12,392    8,163
Interest expense  21,451   18,897   15,327        -   47,900        -   23,530
Rental expense
 factor(a)           841      876    3,190    2,333    1,002      583      251
                -------- -------- -------- -------- -------- -------- --------
Earnings
 available
 for fixed
 charges        $182,038 $284,467 $155,910 $281,425 $593,664 $121,766 $106,701
                ======== ======== ======== ======== ======== ======== ========

Interest expense$ 21,451 $ 18,897 $ 15,327 $      - $ 47,900 $      - $ 23,530
Capitalized
 interest         18,276   23,974   24,519   35,110   49,758   17,828    9,348
Rental expense
 factor(a)           841      876    3,190    2,333    1,002      583      251
Preferred
 dividends             -   12,773   52,643   94,251  101,125   25,027   27,205
Minimum required
 Class A
 distributions(c) 14,138   24,970   29,447        -        -        -        -
                -------- -------- -------- -------- -------- -------- --------
Fixed charges   $ 54,706 $ 81,490 $125,126 $131,694 $199,785 $ 43,438 $ 60,334
                ======== ======== ======== ======== ======== ======== ========

Ratio of earnings
 to fixed
 charges(b)         3.3x     3.5x     1.2x     2.1x     3.0x     2.8x     1.8x
                    ====     ====     ====     ====     ====     ====     ====

a.   Portion of rent deemed representative of an interest factor.

b.   For purposes of this calculation, earnings consist of income from
     continuing operations before income taxes, minority interests and
     fixed charges.  Fixed charges include interest and that portion
     of rent deemed representative of interest.

c.   Minimum required distributions on the Class A Common Stock which
     ended on May 1, 1993.



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