SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                      FORM 8-K

                                   CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of the

                           Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  December 20, 1996


                         FREEPORT-McMoRan COPPER & GOLD INC.


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


                                 1615 Poydras Street
                            New Orleans, Louisiana  70112

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


          Item 5.  Other Events.


          CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
          OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

               From time to time Freeport-McMoRan Copper & Gold Inc.  (FCX)
          will make  written  and  oral  forward-looking  statements  about
          matters that  involve risks  and uncertainties  that could  cause
          actual results  to differ  materially  from projected  results.  
          Important factors  that  could  cause actual  results  to  differ
          materially include, among others:

               * Fluctuations in the market prices of copper and gold
               * The political, social  and economic risks associated  with
                 operations in Indonesia,  Spain and other countries  where
                 FCX may conduct operations
               * General domestic and international economic and  political
                 conditions
               * Fluctuations   in   foreign   currency   exchange    rates
                 (particularly the Spanish peseta and Indonesian rupiah)
               * The availability of  smelting capacity in relation to  the
                 worldwide supply of  concentrates, and the ability of  FCX
                 to  retain   and  obtain   favorable  concentrate   sales
                 contracts with customers
               * Unexpected   geological  conditions   or  rock   stability
                 conditions resulting  in cave-ins, floodings,  rock-bursts
                 or rock slides
               * Difficulties associated  with managing complex  operations
                 in a remote and rugged mountainous area
               * Unanticipated declines in the average grades of ore mined
               * Unanticipated milling and other processing problems
               * The speculative nature of mineral exploration
               * Environmental risks
               * Changes  in  laws and  government  regulations,  including
                 those relating to taxes and the environment
               * The  availability  and  timing  of  receipt  of  necessary
                 governmental   permits    and   approvals   relating    to
                 operations,  expansion  of operations,  and  financing  of
                 operations
               * Difficulties   in  reaching   agreements,   or   resolving
                 disputes,   with  joint   venture   partners,   government
                 officials, suppliers or customers
               * Fluctuations   in  interest   rates  and   other   adverse
                 financial market conditions
               * Other  unanticipated difficulties  in obtaining  necessary
                 financing
               * The  failure  of equipment  or  processes  to  operate  in
                 accordance with specifications or expectations
               * Labor relations
               * Accidents
               * Unusual weather or operating conditions
               * Force majeure events
               * Other risk  factors described from time  to time in  FCX's
                 filings with the Securities and Exchange Commission

               Many of these factors are beyond FCX's ability to control or
          predict.  Investors are cautioned not to place undue reliance  on
          forward-looking  statements.    FCX   disclaims  any  intent   or
          obligation to update its forward-looking statements, whether as a
          result of  receiving new  information, the  occurrence of  future
          events or otherwise.

                A more detailed discussion of certain of the foregoing 
          factors follows.

          Price 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. FCX may  enter
          financial arrangements to manage or hedge against such risks  and
          may discontinue  such hedging  transactions at  any time  without
          notice.

          Location and Industry Risks
               P.T. Freeport  Indonesia  Company (PT-FI),  FCX's  principal
          operating subsidiary, conducts its  mining operations in  steeply
          mountainous terrain in Irian Jaya, a remote area of Indonesia. As
          a  result,  PT-FI  has  been  required  to  overcome  significant
          engineering  difficulties  and  build  extensive   infrastructure
          facilities.  The  area is subject  to considerable rainfall  that
          causes periodic floods and  mud slides.  The  mine site is in  an
          active seismic area, which experiences earth tremors from time to
          time.  None of these factors has caused personal injury to  PT-FI
          employees, 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
               The Republic of  Indonesia gained independence  in 1945  and
          now has a  presidential republic  system of  government in  which
          parliamentary and  presidential  elections are  held  every  five
          years.  President  Suharto,  who   assumed  power in 1966  and is 
          now 75, was reelected  in 1993 to a sixth  consecutive  five-year
          term expiring in 1998.  FCX cannot predict  when  the  presidency 
          will  be  transferred  from President Suharto to a  successor  or  
          the effect, if any, of  that succession on FCX's operations.

               Maintaining  a   good  relationship   with  the   Indonesian
          Government  is  of  particular  importance  to  FCX  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. 

               FCX operates  in Indonesia  through  two Contracts  of  Work
          (COWs), both of which have 30-year terms, provide for two 10-year
          extensions under certain  conditions, and govern  the rights  and
          obligations of FCX's  operating subsidiaries  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 1960's.  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, although  the  Indonesian  military  occasionally  has
          exercised its  right  to  appropriate  transportation  and  other
          equipment of PT-FI, and some of that equipment allegedly has been
          used by the military  in its security operations.   As a  result,
          certain groups have criticized  PT-FI for alleged involvement  in
          those activities.    Although such  criticisms  are  unwarranted,
          actions by  these  groups  could  have  a  disruptive  effect  on
          operations.

               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, PT-FI,  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
          local indigenous tribes in creating and developing the  community
          development projects funded by PT-FI.  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
          serve to avoid further  disruptions of mining operations,  social
          and political instability in the area may, in the future, have an
          adverse impact on PT-FI's mining operations.

          Speculative Nature of Mineral Exploration
               Mineral exploration is highly speculative and involves  many
          risks. Once mineral deposits are discovered, it may take a number
          of years from the initial phases of drilling until production  is
          possible,  during  which   time  the   economic  feasibility   of
          production may change.  Substantial expenditures are required  to
          establish ore reserves  through drilling, to  determine the  best
          processes to extract the minerals from  the ore and, in the  case
          of new properties, to construct mining and processing facilities.
           As a result of  these uncertainties, no  assurance can be  given
          that FCX's exploration programs will result  in the discovery  of
          commercially exploitable mineral deposits.

          Reserves
               FCX's reserve amounts are  estimates that are determined  in
          accordance  with  established   mining  industry  practices   and
          standards.  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 and gold,  and changes in  operating and capital  costs
          may render certain  ore reserves  uneconomic to  develop and  may
          ultimately result in a restatement  of FCX's proved and  probable
          reserves. 

          Environmental and Government Regulations
               PT-FI'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 tailing through discharge into a
          river that deposits them in a controlled deposition area near the
          sea.  PT-FI has sought to preserve and protect the environment in
          its area of operations.

               FCX 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 which  conducts
          business through  its  subsidiaries,  its  ability  to  meet  its
          financial obligations and to pay  dividends on its Preferred  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  FCX.  Under  certain  circumstances,
          contractual and  legal restrictions,  as  well as  the  financial
          condition  and  operating   requirements  of   PT-FI  and   other
          subsidiaries, could limit FCX's ability  to obtain cash from  its
          subsidiaries  for  the  purpose  of  meeting  its  debt   service
          obligations or paying dividends.




                                      SIGNATURE



                    Pursuant to the requirements of the Securities Exchange
          Act of 1934,  the registrant has  duly caused this  report to  be
          signed  on  its  behalf   by  the  undersigned,  thereunto   duly
          authorized.

                                        FREEPORT-McMoRan COPPER & GOLD INC.


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

          Date:  December 20, 1996
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 16931}]
{"company-data": {"conformed-name": "FREEPORT MCMORAN COPPER & GOLD INC", "cik": "0000831259", "assigned-sic": "1000", "irs-number": "742480931", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09916", "film-number": "96684025"}, "business-address": {"street1": "1615 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045824000"}, "former-company": {"former-conformed-name": "FREEPORT MCMORAN COPPER COMPANY INC", "date-changed": "19910114"}}
SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                      FORM 8-K

                                   CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of the

                           Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  December 20, 1996

                         FREEPORT-McMoRan COPPER & GOLD INC.

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

                                 1615 Poydras Street
                            New Orleans, Louisiana  70112

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

          Item 5.  Other Events.

          CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
          OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

               From time to time Freeport-McMoRan Copper & Gold Inc.  (FCX)
          will make  written  and  oral  forward-looking  statements  about
          matters that  involve risks  and uncertainties  that could  cause
          actual results  to differ  materially  from projected  results.  
          Important factors  that  could  cause actual  results  to  differ
          materially include, among others:

               * Fluctuations in the market prices of copper and gold
               * The political, social  and economic risks associated  with
                 operations in Indonesia,  Spain and other countries  where
                 FCX may conduct operations
               * General domestic and international economic and  political
                 conditions
               * Fluctuations   in   foreign   currency   exchange    rates
                 (particularly the Spanish peseta and Indonesian rupiah)
               * The availability of  smelting capacity in relation to  the
                 worldwide supply of  concentrates, and the ability of  FCX
                 to  retain   and  obtain   favorable  concentrate   sales
                 contracts with customers
               * Unexpected   geological  conditions   or  rock   stability
                 conditions resulting  in cave-ins, floodings,  rock-bursts
                 or rock slides
               * Difficulties associated  with managing complex  operations
                 in a remote and rugged mountainous area
               * Unanticipated declines in the average grades of ore mined
               * Unanticipated milling and other processing problems
               * The speculative nature of mineral exploration
               * Environmental risks
               * Changes  in  laws and  government  regulations,  including
                 those relating to taxes and the environment
               * The  availability  and  timing  of  receipt  of  necessary
                 governmental   permits    and   approvals   relating    to
                 operations,  expansion  of operations,  and  financing  of
                 operations
               * Difficulties   in  reaching   agreements,   or   resolving
                 disputes,   with  joint   venture   partners,   government
                 officials, suppliers or customers
               * Fluctuations   in  interest   rates  and   other   adverse
                 financial market conditions
               * Other  unanticipated difficulties  in obtaining  necessary
                 financing
               * The  failure  of equipment  or  processes  to  operate  in
                 accordance with specifications or expectations
               * Labor relations
               * Accidents
               * Unusual weather or operating conditions
               * Force majeure events
               * Other risk  factors described from time  to time in  FCX's
                 filings with the Securities and Exchange Commission

               Many of these factors are beyond FCX's ability to control or
          predict.  Investors are cautioned not to place undue reliance  on
          forward-looking  statements.    FCX   disclaims  any  intent   or
          obligation to update its forward-looking statements, whether as a
          result of  receiving new  information, the  occurrence of  future
          events or otherwise.

                A more detailed discussion of certain of the foregoing 
          factors follows.

          Price 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. FCX may  enter
          financial arrangements to manage or hedge against such risks  and
          may discontinue  such hedging  transactions at  any time  without
          notice.

          Location and Industry Risks
               P.T. Freeport  Indonesia  Company (PT-FI),  FCX's  principal
          operating subsidiary, conducts its  mining operations in  steeply
          mountainous terrain in Irian Jaya, a remote area of Indonesia. As
          a  result,  PT-FI  has  been  required  to  overcome  significant
          engineering  difficulties  and  build  extensive   infrastructure
          facilities.  The  area is subject  to considerable rainfall  that
          causes periodic floods and  mud slides.  The  mine site is in  an
          active seismic area, which experiences earth tremors from time to
          time.  None of these factors has caused personal injury to  PT-FI
          employees, 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
               The Republic of  Indonesia gained independence  in 1945  and
          now has a  presidential republic  system of  government in  which
          parliamentary and  presidential  elections are  held  every  five
          years.  President  Suharto,  who   assumed  power in 1966  and is 
          now 75, was reelected  in 1993 to a sixth  consecutive  five-year
          term expiring in 1998.  FCX cannot predict  when  the  presidency 
          will  be  transferred  from President Suharto to a  successor  or  
          the effect, if any, of  that succession on FCX's operations.

               Maintaining  a   good  relationship   with  the   Indonesian
          Government  is  of  particular  importance  to  FCX  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. 

               FCX operates  in Indonesia  through  two Contracts  of  Work
          (COWs), both of which have 30-year terms, provide for two 10-year
          extensions under certain  conditions, and govern  the rights  and
          obligations of FCX's  operating subsidiaries  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 1960's.  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, although  the  Indonesian  military  occasionally  has
          exercised its  right  to  appropriate  transportation  and  other
          equipment of PT-FI, and some of that equipment allegedly has been
          used by the military  in its security operations.   As a  result,
          certain groups have criticized  PT-FI for alleged involvement  in
          those activities.    Although such  criticisms  are  unwarranted,
          actions by  these  groups  could  have  a  disruptive  effect  on
          operations.

               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, PT-FI,  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
          local indigenous tribes in creating and developing the  community
          development projects funded by PT-FI.  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
          serve to avoid further  disruptions of mining operations,  social
          and political instability in the area may, in the future, have an
          adverse impact on PT-FI's mining operations.

          Speculative Nature of Mineral Exploration
               Mineral exploration is highly speculative and involves  many
          risks. Once mineral deposits are discovered, it may take a number
          of years from the initial phases of drilling until production  is
          possible,  during  which   time  the   economic  feasibility   of
          production may change.  Substantial expenditures are required  to
          establish ore reserves  through drilling, to  determine the  best
          processes to extract the minerals from  the ore and, in the  case
          of new properties, to construct mining and processing facilities.
           As a result of  these uncertainties, no  assurance can be  given
          that FCX's exploration programs will result  in the discovery  of
          commercially exploitable mineral deposits.

          Reserves
               FCX's reserve amounts are  estimates that are determined  in
          accordance  with  established   mining  industry  practices   and
          standards.  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 and gold,  and changes in  operating and capital  costs
          may render certain  ore reserves  uneconomic to  develop and  may
          ultimately result in a restatement  of FCX's proved and  probable
          reserves. 

          Environmental and Government Regulations
               PT-FI'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 tailing through discharge into a
          river that deposits them in a controlled deposition area near the
          sea.  PT-FI has sought to preserve and protect the environment in
          its area of operations.

               FCX 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 which  conducts
          business through  its  subsidiaries,  its  ability  to  meet  its
          financial obligations and to pay  dividends on its Preferred  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  FCX.  Under  certain  circumstances,
          contractual and  legal restrictions,  as  well as  the  financial
          condition  and  operating   requirements  of   PT-FI  and   other
          subsidiaries, could limit FCX's ability  to obtain cash from  its
          subsidiaries  for  the  purpose  of  meeting  its  debt   service
          obligations or paying dividends.

                                      SIGNATURE

                    Pursuant to the requirements of the Securities Exchange
          Act of 1934,  the registrant has  duly caused this  report to  be
          signed  on  its  behalf   by  the  undersigned,  thereunto   duly
          authorized.

                                        FREEPORT-McMoRan COPPER & GOLD INC.

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

          Date:  December 20, 1996