Filed pursuant to Rule 424(b)(3)
Registration No. 333-72760
Prospectus Supplement No. 1 to Prospectus dated March 12, 2002
Freeport-McMoRan Copper & Gold Inc.
FCX Investment Ltd.
$603,750,000
8 1/4% 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 8 1/4% 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, which is 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 this prospectus supplement by the selling
securityholders; and (2) supplements and, to the extent
inconsistent with, amends the table appearing in the section
entitled "Selling Securityholders" beginning on page 43 of the
prospectus. To the extent a selling securityholder is listed both
in the table below and in the table appearing in the prospectus,
the information set forth below regarding that selling
securityholder supercedes the information set forth in the
prospectus.
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.
Number of
Principal Shares
Amount of Percentage of Common
Notes of Stock
Name of Selling Owned and Notes That May Be
Securityholder Offered Outstanding Sold (1)
--------------------------- ---------- ----------- -------------
Allentown City Firefighters 18,000 * 1,258
Pension Plan
Allentown City Officers & 7,000 * 489
Employees Pension Fund
Allentown City Police 34,000 * 2,377
Pension Fund
Alpha US Sub Fund 4, LLC 975,000 * 68,181
Alpine Associates 9,400,000 1.56% 657,342
Alpine Partners, L.P. 1,300,000 * 90,909
Barclays Global Investors 750,000 * 52,447
Ltd.
BNP Paribas Equity 4,268,000 * 298,461
Strategies, SNC
Canyon Capital Arbitrage 4,500,000 * 314,685
Master Fund, LTD
Canyon Value Realization 3,300,000 * 230,769
Fund, LP
Canyon Value Realization 6,150,000 1.02% 430,069
Fund (Cayman), LTD
Canyon Mac 18 LTD (RMF) 1,050,000 * 73,426
Convertible Securities Fund 50,000 * 3,496
CooperNeff Strategies Fund, 1,869,000 * 130,699
L.P.
Credit Suisse First Boston 8,632,000 1.43% 603,636
Corporation
Credit Suisse First Boston, 22,500,000 3.73% 1,573,426
London Branch
Deeprock & Co. 1,000,000 * 69,930
First Union Securities Inc. 2,000,000 * 139,860
Independence Blue Cross 425,000 * 29,720
Jefferies & Company 1,700,000 * 118,881
Morgan Stanley & Co. 3,500,000 * 244,755
Nations Convertible 950,000 * 66,433
Securities Fund
NMS Services (Cayman) Inc. 11,500,000 1.90% 804,195
Oakwood Healthcare Inc. 120,000 * 8,391
(Pension)
Onex Industrial Partners 2,835,000 * 198,251
Limited
Pebble Capital Inc. 940,000 * 65,734
Peoples Benefit Life 5,250,000 * 367,132
Insurance Company
Teamsters
Ram Trading LTD 5,000,000 * 349,650
Silvercreek Limited 490,000 * 34,265
Partnership
Sturgeon Limited 563,000 * 39,370
TCW Group, Inc. 13,850,000 2.29% 968,531
Tempo Master Fund LP 8,465,000 1.40% 591,958
Trustmark Insurance Company 217,000 * 15,174
Whitebox Convertible 6,000,000 * 419,580
Arbitrage Partners, L.P.
Van Kampen Equity Income 0 * 0
Fund
Yield Strategies Fund I, 3,250,000 * 227,272
L.P.
Yield Strategies Fund II, 3,000,000 * 209,790
L.P.
Zurich International 2,000,000 * 139,860
Benchmarks Master Fund c/o
Alexandra Investment Mgt
LLC
__________
* 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 15, 2002.