Filed pursuant to Rule
424(b)(3)
Registration No. 333-72760
Prospectus Supplement No. 2 to Prospectus
Freeport-McMoRan Copper & Gold Inc.
FCX Investment Ltd.
$603,750,000
81/4% Convertible Senior Notes due 2006
Freeport-McMoRan Copper & Gold Inc.
42,220,280 Shares of Class A Common Stock
42,220,280 Shares of Class B Common Stock
____________________
This prospectus supplement relates to the resale by the
selling securityholders listed below of 81/4% Convertible Senior
Notes due 2006 of Freeport-McMoRan Copper & Gold Inc. and its
wholly owned subsidiary, FCX Investment Ltd., and the shares of
class A or class B common stock of Freeport-McMoRan Copper & Gold
Inc. issuable upon the conversion of the notes. You should read
this prospectus supplement together with the prospectus dated
March 12, 2002, and the prospectus supplement No. 1 dated April
15, 2002, which are to be delivered with this prospectus
supplement.
The table below (1) sets forth additional and updated
information with respect to the principal amount of notes owned
by each selling securityholder, and the shares of common stock
into which such notes are convertible, that may be offered under
the prospectus and the prospectus supplements by the selling
securityholders; and (2) supplements and, to the extent
inconsistent with, amends both the table appearing in the section
entitled "Selling Securityholders" beginning on page 43 of the
prospectus and the table set forth in prospectus supplement No.
1. To the extent a selling securityholder is listed both in the
table below and in either or both the table appearing in the
prospectus and the table appearing in prospectus supplement No.
1, the information set forth below regarding that selling
securityholder supercedes the information set forth in either or
both the prospectus and the prospectus supplement No. 1.
The information is based on information provided by or on
behalf of the selling securityholders. The selling
securityholders identified below may have sold, transferred or
otherwise disposed of all or a portion of their notes or common
stock since the date on which they provided the information
regarding their notes or common stock in transactions exempt from
the registration requirements of the Securities Act of 1933.
Because the selling securityholders may offer all or some portion
of the notes or the common stock to be offered by them, we cannot
estimate the amount of any sales.
Principal Number of Shares
Amount of Notes Percentage of Common Stock
Name of Selling Owned and of Notes That May Be
Securityholder Offered Outstanding Sold (1)
------------------------- ----------- --------- -----------
American International $ 5,000 * 349
Group- VC I Value Fund
American Samoa Government 42,000 * 2,937
BP Amoco PLC Master Trust 1,552,000 * 108,531
EQ/Putnam Growth & Income 274,000 * 19,160
Portfolio
Estate of James Campbell, 262,000 * 18,321
The
Hotel Union & Hotel 451,000 * 31,538
Industry of Hawaii Pension
Plan
James Campbell Corporation, 351,000 * 24,545
The
Jefferies and Company Inc. 10,000 * 699
Lincoln National Global 245,000 * 17,132
Asset Allocation Fund, Inc.
Marsh & McLennan Companies, 150,000 * 10,489
Inc. U.S. Retirement Plan
Merrill Lynch Pierce Fenner 11,312,000 1.87% 791,048
& Smith Inc.
Pacific Life Funds-Equity 10,000 * 699
Income
Pacific Select Funds-Equity 25,000 * 1,748
Income
Penn Series Funds, Inc. - 240,000 * 16,783
Large Cap Value Fund
Putnam Asset Allocation 2,010,000 * 140,559
Funds-Balanced Portfolio
Putnam Asset Allocation 1,350,000 * 94,405
Funds-Conservative
Portfolio
Putnam Asset Allocation 180,000 * 12,587
Funds-Growth Portfolio
Putnam Convertible Income- 11,700,000 1.94% 818,181
Growth Trust
Putnam Convertible 435,000 * 30,419
Opportunities and Income
Trust
Putnam Equity Income Fund 1,700,000 * 118,881
Putnam Fund for Growth and 14,298,000 2.37% 999,860
Income, The
Putnam Global Natural 3,300,000 * 230,769
Resources Fund
Putnam Growth and Income 105,000 * 7,342
(U.S. Value Equity) Fund
(Dublin)
Putnam Large Cap Value 40,000 * 2,797
Trust
Putnam Variable Trust- 495,000 * 34,615
Putnam Global Asset
Allocation Fund
Putnam Variable Trust- 3,610,000 * 252,447
Putnam VT Growth & Income
Fund
Quattro Fund Ltd. 2,500,000 * 174,825
Viacom Inc. Pension Plan 45,000 * 3,146
Master Trust
Zurich Institutional 2,227,000 * 155,734
Benchmarks Master Fund Ltd.
Zurich Institutional 2,500,000 * 174,825
Benchmarks Master Fund c/o
Quatro Fund
__________
* Less than 1%
(1) The notes are convertible into shares of class A or class B
common stock at a conversion price (subject to adjustment)
of $14.30 per share.
____________________
Investing in the notes involves significant risks that are
described in the "Risk Factors" section beginning on page 10 of
the prospectus.
____________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities or passed on the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
____________________
The date of this Prospectus Supplement is April 29, 2002.