Edgar Filing: ROY J STAPLETON

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROY J STAPLETON

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

350 PARK AVENUE, 26TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2006

(Street)

NEW YORK, NY 10022

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (right to buy)

$ 29.1

05/02/2006

A⁽¹⁾

2,500

08/01/2006

08/01/2012

Class B Common Stock

2,500

⁽¹⁾

2,500

Options (right to buy)

$ 15.195

05/02/2006

D⁽¹⁾

2,500

08/01/2006

08/01/2012

Class B Common Stock

2,500

⁽¹⁾

Options (right to buy)

$ 29.1

05/02/2006

A⁽¹⁾

5,000

08/01/2006⁽²⁾

08/01/2013

Class B Common Stock

5,000

⁽¹⁾

5,000

Options (right to buy)

$ 26.975

05/02/2006

D⁽¹⁾

5,000

08/01/2006⁽²⁾

08/01/2013

Class B Common Stock

5,000

⁽¹⁾

Stock Appreciation Rights

$ 29.1

05/02/2006

A⁽¹⁾

1,639

08/01/2006

08/01/2012

Class B Common Stock

1,639

⁽¹⁾

1,639

Stock Appreciation Rights

$ 15.195

05/02/2006

D⁽¹⁾

1,639

08/01/2006

08/01/2012

Class B Common Stock

1,639

⁽¹⁾

Stock Appreciation Rights

$ 29.1

05/02/2006

A⁽¹⁾

3,278

08/01/2006⁽²⁾

08/01/2013

Class B Common Stock

3,278

⁽¹⁾

3,278

Stock Appreciation Rights

$ 26.975

05/02/2006

D⁽¹⁾

3,278

08/01/2006⁽²⁾

08/01/2013

Class B Common Stock

3,278

⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROY J STAPLETON 350 PARK AVENUE, 26TH FLOOR NEW YORK, NY 10022	X

Signatures

Kelly C. Simoneaux, on behalf of J. Stapleton Roy, pursuant to a power of attorney		05/03/2006
^**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)	In order to ensure that the stock options and stock appreciation rights granted to the Reporting Person are exempt from the application of new Section 409A of the Internal Revenue Code ("Section 409A"), on May 2, 2006, the Issuer and the Reporting Person agreed to increase the exercise price of the award to reflect the fair market value of the Issuer's Class B Common Stock on May 9, 2004, the date of grant, and to provide a cash payment, subject to a vesting schedule, for the lost discount. The remaining terms of the award remain unchanged. For purposes of Section 16(a), the amendment to the exercise price of the award will result in a deemed cancellation of the old award and the grant of a replacement award. However, for purposes of Section 409A, such amendment will not be deemed to involve a cancellation or new grant.
(2)	50% exercisable on the date indicated and on the next anniversary thereof.

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