Item 3.02. Unregistered Sales of Equity Securities.

Freeport-McMoRan Copper & Gold Inc. (FCX) agreed in privately negotiated transactions to induce conversion of approximately 0.3 million shares of its 5½% Convertible Perpetual Preferred Stock (5½% Preferred Stock) with a liquidation preference of approximately $268 million into approximately 5.8 million shares of FCX common stock. To induce the conversion of these shares of 5½% Preferred Stock, FCX will issue to the holders an additional aggregate 1.0 million shares of common stock valued at approximately $22 million at the time of the transactions. FCX will record a $22 million charge to preferred dividends in the fourth quarter of 2008 in connection with these transactions. Preferred dividend savings resulting from these transactions will total approximately $15 million per annum.

After giving effect to these transactions, FCX will have outstanding (1) approximately 384 million common shares and (2) approximately 0.8 million shares of its 5½% Preferred Stock with a liquidation preference of approximately $832 million, which are currently convertible into approximately 17.9 million common shares. These induced conversions were exempt from registration by virtue of the exemption provided under Section 3(a)(9) of the Securities Act of 1933.

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