FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MOFFETT JAMES R   2. Issuer Name and Ticker or Trading Symbol FREEPORT MCMORAN COPPER & GOLD INC [FCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 1615 POYDRAS STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2011 (Street) NEW ORLEANS, LA 70112 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/02/2011   M   250,000 A $ 12.295 410,488 (4) D   Common Stock 02/02/2011   F(1)   127,909 D $ 56.26 282,579 D   Common Stock 02/02/2011   J(2)   122,091 D $ 0 160,488 D   Common Stock 02/02/2011   J(2)   122,091 A $ 0 3,153,503 (4) I By LLC Common Stock 02/02/2011   S   123,000 D $ 56.5714 (3) 3,030,503 I By LLC Common Stock               7,552 (4) (5) I By Spouse Common Stock               53,208 (4) (6) I By 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (right to buy)

$ 12.295 (4)

02/02/2011

M

250,000 (4)

02/02/2010(7)

02/02/2019

Common Stock

250,000

$ 0

500,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MOFFETT JAMES R 1615 POYDRAS STREET NEW ORLEANS, LA 70112	X		Chairman of the Board

Signatures

Cynthia M. Molyneux, on behalf of James R. Moffett pursuant to a power of attorney		02/04/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares delivered and withheld in payment of the exercise price of options and resulting taxes.
(2)	These shares were transferred to Moffett Holdings, L.L.C. and are now reported as indirectly held by the Reporting Person.
(3)	The price reported represents the weighted average price of the shares sold. Shares were sold at varying prices in the range of $56.42 - $56.78. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
(4)	On February 1, 2011, the Issuer effected a two-for-one stock split, thus the referenced share amounts and exercise price reflect the post-split adjustments to outstanding equity awards and shares held.
(5)	The Reporting Person disclaims beneficial ownership of these shares.
(6)	Based on plan statement as of December 31, 2010.
(7)	25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof.
Remarks: Following the reported transactions and after adjustments to reflect the two-for-one stock split on February 1, 2011, Mr. Moffett's direct beneficial ownership consists of 160,488 Common Stock Restricted Stock Units.  He also holds options to acquire a total of 2,250,000 shares of Common Stock, 2,000,000 of which are unvested and 250,000 of which are vested.

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