SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 1995

                  Commission file number 1-9916

               Freeport-McMoRan Copper & Gold Inc.
     (Exact name of registrant as specified in its charter)

     DELAWARE                                74-2480931
(state or other                           (I.R.S. Employer
  jurisdiction                          Identification Number)
of incorporation
or organization)

       1615 Poydras Street, New Orleans, Louisiana  70112
       Registrant's telephone number, including area code:
                         (504) 582-4000

   Securities registered pursuant to Section 12(b) of the Act:

                                   Name of Each Exchange
Title of Each Class                on Which Registered
- -------------------                ----------------------------
Class A Common Stock par value     New York Stock Exchange and
  $0.10 per share                     Australian Stock Exchange
Class B Common Stock par value     New York Stock Exchange and
  $0.10 per share                     Australian Stock Exchange
Depositary Shares representing     New York Stock Exchange
  0.05 shares of 7% Convertible
  Exchangeable Preferred Stock,
  par value $0.10 per share
Depositary Shares representing     New York Stock Exchange
  0.05 shares of Step-Up
  Convertible Preferred
  Stock, par value
  $0.10 per share
Depositary Shares representing     New York Stock Exchange
  0.05 shares of Gold-Denominated
  Preferred Stock, par value
  $0.10 per share
Depositary Shares, Series II,      New York Stock Exchange
  representing 0.05 shares of 
  Gold-Denominated Preferred
  Stock, Series II, par value
  $0.10 per share
Depositary Shares representing     New York Stock Exchange
  0.025 shares of Silver-
  Denominated Preferred Stock,
  par value $0.10 per share
9-3/4% Senior Notes due 2001 of    New York Stock Exchange
  P.T. ALatieF Freeport Finance
  Company B.V., guaranteed
  by the registrant

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant (1) has  filed
all reports required to  be filed by Section  13 or 15(d) of  the
Securities Exchange Act  of 1934 during  the preceding 12  months
(or for such shorter period that  the registrant was required  to
file such  reports), and  (2) has  been  subject to  such  filing
requirements for the past 90 days.  Yes X  No   
                                       ---   ---

     Indicate by check  mark if disclosure  of delinquent  filers
pursuant to Item 405 of Regulation  S-K is not contained  herein,
and will  not  be contained,  to  the best  of  the  registrant's
knowledge,  in   definitive  proxy   or  information   statements
incorporated by reference in  Part III of this  Form 10-K or  any
amendment to this Form 10-K.   X                              
                              ---
     The aggregate  market value  of all  classes of voting stock 
(common  and preferred) held by non-affiliates of the registrant 
on March 8, 1996 was approximately $6,832,931,000.
     On  March  8,  1996   there  were  issued  and   outstanding
77,180,781 shares of Class A Common Stock and 118,246,493  shares
of Class B Common Stock.

               DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the registrant's  Annual Report to  stockholders
for  the  year  ended  December  31,  1995  are  incorporated  by
reference into Parts II and IV of this Report and portions of the
Proxy  Statement   dated  March   21,  1996   submitted  to   the
registrant's stockholders  in  connection with  its  1996  Annual
Meeting to  be  held  on  April  30,  1996  are  incorporated  by
reference into Part III of this Report.






                                  TABLE OF CONTENTS
                                                                       Page
          Part I..........................................................1
          Items 1. and 2. Business and Properties.........................1
               General....................................................1
               Relationship with Freeport-McMoRan Inc.....................1
               Republic of Indonesia......................................2
               Contracts of Work..........................................3
               Relationship with The RTZ Corporation......................3
               Gresik Smelter.............................................4
               Ore Reserves...............................................4
               Mining Operations..........................................5
               Exploration................................................6
               Milling and Production.....................................6
               Infrastructure Improvements................................7
               Marketing..................................................8
               Competition................................................9
               Environmental Matters......................................9
               Credit Facilities.........................................10
               Employees of PT-FI and Relationship with 
                   FM Services Company...................................10

          Item 3.  Legal Proceedings.....................................11

          Item 4.  Submission of Matters to a Vote of Security Holders...11
                   Executive Officers of the Registrant..................12

          Part II........................................................12
          Item 5.  Market  for Registrant's  Common  Equity  and  Related
                   Stockholder Matters...................................12
          Item 6.  Selected Financial Data...............................12
          Item 7.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations...................12
          Item 8.  Financial Statements and Supplementary Data...........12
          Item 9.  Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure..................12

          Part III.......................................................13
          Item 10.  Directors and Executive Officers of the Registrant...13
          Item 11.  Executive Compensation...............................13
          Item 12.  Security Ownership of Certain Beneficial Owners and
                    Management...........................................13
          Item 13.  Certain Relationships and Related Transactions.......13

          Part IV........................................................14
          Item 14.  Exhibits, Financial Statement Schedules and Reports on
                    Form 8-K.............................................14

          Signatures....................................................S-1

          Index to Financial Statements.................................F-1

          Report of Independent Public Accountants......................F-1

          Exhibit Index.................................................E-1






                                       PART I

          Items 1 and 2.  Business and Properties.

          General

               Freeport-McMoRan Copper & Gold Inc., a Delaware  corporation
          ("FCX" or the "Company"),  is one of  the world's largest  copper
          and gold  companies  in terms  of  reserves and  production,  and
          believes that  it has  one of  the lowest  cost copper  producing
          operations in the world, taking into account customary by-product
          credits for related gold and silver production.

               FCX's  principal  operating  subsidiary  is  P.T.  Freeport
          Indonesia  Company   ("PT-FI"),  a   limited  liability   company
          organized under  the  laws  of  the  Republic  of  Indonesia  and
          domesticated in Delaware.  PT-FI  engages in the exploration  for
          and development, mining and processing of ore containing  copper,
          gold and silver in Irian Jaya, Indonesia pursuant to an agreement
          (a "Contract  of  Work" or  "COW")  with the  government  of  the
          Republic of Indonesia  (the "Indonesian Government")  and in  the
          worldwide marketing of concentrates containing these metals.  FCX
          owns directly  an 81.28%  interest in  PT-FI.   Of the  remaining
          18.72%, 9.36% is owned by each  of the Indonesian Government  and
          P.T. Indocopper  Investama  Corporation,  an  Indonesian  limited
          liability company ("PT-II"),  in which FCX  owns a 49%  interest,
          giving FCX an aggregate 85.87%  ownership interest in PT-FI.  PT-
          FI's operations are located in the remote rugged highlands of the
          Sudirman Mountain Range in the province of Irian Jaya, Indonesia,
          located on the western half of the island of New Guinea.  The PT-
          FI COW  permits  extensive  exploration,  mining  and  production
          activities in an original 24,700 acre area, referred to as "Block
          A," and an exploration area originally consisting of 6.5  million
          acres, referred to as "Block B." See "Contracts of Work." PT-FI's
          largest mine, Grasberg,  was discovered in  Block A  in 1988  and
          contains the largest  single gold reserve  and one  of the  three
          largest open-pit copper reserves in the world.

               Through P.T.  IRJA  Eastern Minerals  Corporation  ("Eastern
          Mining"), FCX holds an additional COW  in Irian Jaya covering  an
          approximately 2.5 million acre  exploration area. Eastern  Mining
          was formed  in 1994  for the  purpose of  acquiring, holding  and
          developing  the  Eastern  Mining  COW.   FCX  owns  90%  of   the
          outstanding common stock of Eastern Mining through a wholly-owned
          subsidiary, and the remaining 10% is  owned by PT-II, giving  FCX
          an aggregate 94.9% ownership interest in Eastern Mining.

               FCX is also engaged in the  smelting and refining of  copper
          concentrates  in   Spain  through   its  indirect,   wholly-owned
          subsidiary, Rio Tinto Minera, S.A.  ("RTM").  During 1995,  PT-FI
          supplied  RTM   with  approximately   182,000  tons   of   copper
          concentrate and is expected to supply approximately 428,000  tons
          in 1996, providing  for approximately 40%  and an estimated  50%,
          respectively, of  RTM's  requirements  in those  years.  RTM  has
          essentially  completed  construction  of  the  expansion  of  its
          smelter production capacity from 180,000 to approximately 270,000
          tons of  metal  per year,  which  should enable  RTM  to  achieve
          significant unit cost efficiencies and is expected to bring RTM's
          cash costs into the smelter industry's lowest quartile worldwide.
          The expanded annual  production rate should  be realized by  mid-
          1996.


          Relationship with Freeport-McMoRan Inc.

               Until mid-1995,  FCX  was  a  majority-owned  subsidiary  of
          Freeport-McMoRan Inc., a Delaware  corporation listed on the  New
          York Stock  Exchange  ("FTX").    In  July  1995,  the  Board  of
          Directors of FTX declared and paid  a distribution to holders  of
          its common stock of all of the 117,909,323 Class B common  shares
          of FCX  owned  by  FTX.   Prior  to  the  distribution,  the  FCX
          stockholders approved changes to FCX capital structure and voting
          rights that, among other things, provided holders of FCX Class  B
          Common Stock with the right to elect 80% of the FCX directors and
          provided holders of FCX Class A  Common Stock and holders of  FCX
          preferred stock, voting  together, with  the right  to elect  the
          balance of  such directors.   Except  for voting  rights the  two
          classes of FCX common stock are identical.

               The distribution was  the final step  in a restructuring  of
          FTX, as a result of which FTX no longer owns any interest in FCX.
           In connection with the restructuring, FTX also sold an aggregate
          of  23.9  million  shares  of  FCX   Class  A  Common  Stock   to
          subsidiaries of  The  RTZ  Corporation PLC  ("RTZ"),  which  also
          acquired (i)  the right  to nominate  a number  of FCX  directors
          proportionally  equal  to  RTZ's  percentage  ownership  of   all
          outstanding shares of Class A and  Class B Common Stock and  (ii)
          significant beneficial interests in the PT-FI and Eastern  Mining
          COWs in return for its agreement to fund substantial  exploration
          and  expansion   costs.     See   "Relationship  with   The   RTZ
          Corporation," below. 

               In order to ensure the tax  free nature of the  distribution
          of FCX  Class B  Common Stock,  FCX has  agreed that,  unless  it
          obtains an opinion of tax  counsel or supplemental letter  ruling
          from the Internal Revenue Service that the tax free nature of the
          distribution would not be adversely affected, (a) until July  17,
          2000 it will not initiate or support any action that would change
          the manner in which its directors are elected and (b) until  July
          17, 1997  it  will (i)  not  issue any  shares  of any  class  of
          preferred stock  that  would  not entitle  its  holders  to  vote
          together with the Class A Common  Stock and the existing  classes
          of preferred stock in the election of directors, (ii) not dispose
          of any  PT-FI  common  stock, subordinated  promissory  notes  or
          production payment loans held by it on July 17, 1995, (iii)  take
          no affirmative  step  to  merge,  liquidate  or,  except  in  the
          ordinary course of business, sell any of its assets, (iv) use its
          best efforts to cause PT-FI to remain the operator under the 1991
          COW (See  "Contracts of  Work") and  continue its  business in  a
          substantially changed manner, or (v) subject to certain permitted
          conditions, not redeem or reacquire shares of Class B Common Stock.
          FCX  and  FTX  also  agreed  to  transition  certain  management
          services to FCX by  July 17, 1996.   See "Employees of PT-FI  and
          Relationship with FM Services Company."

          Republic of Indonesia

               The Republic  of  Indonesia  consists of  more  than  17,000
          islands stretching 3,000 miles  across the equator from  Malaysia
          to Australia and is the fourth most populous nation in the  world
          with almost 200 million citizens.  Following many years of  Dutch
          colonial rule, 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
          74, was re-elected in 1993 to a sixth consecutive five-year  term
          expiring in 1998.

               Maintaining  a   good  relationship   with  the   Indonesian
          Government is of particular importance to the Company 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.  The Company  operates in  Indonesia
          through PT-FI  by virtue  of the  PT-FI COW  and through  Eastern
          Mining by virtue of  the Eastern Mining COW,  both of which  have
          30-year terms, provide for  two 10-year extensions under  certain
          conditions, and govern  PT-FI's and Eastern  Mining's rights  and
          obligations 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 1960s. 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.

               On March 10 and 12, 1996, there  were  disturbances  in  the 
          mining town of Tembagapura and the port town of Timika,  respect-
          ively, in which area tribesmen engaged in acts  of vandalism that
          resulted in damage to Company property currently  estimated to be 
          less than $5.0 million. Although the Company's mining and milling
          facilities were not damaged, the Company closed the mine and mill
          for three days as a precautionary measure, and  promptly restored
          both to full production after the Indonesian Government increased
          the military  presence  in  the  area.   Concentrate shipments to
          customers were not interrupted. Initial reports indicate that the
          disturbance was triggered by a  false report that a tribesman had
          died after being struck by a Company-owned vehicle.

               Company executives,  Indonesian  Government  officials  and 
          tribal  leaders  have  met  on  several  occasions  since  these 
          disturbances to discuss  issues related to  development  at  and 
          around the mine site, the effect of development on  the  indige-
          nous people, and the opportunities available to  the  indigenous
          people to  participate in  and benefit  from  that  development.
          Spokespersons  for the tribal groups have  indicated  that  they
          seek greater participation by their tribes in the development of
          the region, including more job opportunities, better  access  to
          job training and education, preferences for native-born Irianese
          and changes to the Company's community development  and security 
          operations.  The Company is currently evaluating these  requests
          and has agreed to provide responsive proposals within 30 days.

               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. The Company anticipates that PT-FI will 
          continue to provide financial  support for these programs in  the
          future.
 
               As a  result  of  the  recent  meetings  with tribal leaders 
          described above, the Company,  with the  help of  the  Indonesian
          Government, is considering a  redistribution of  these  community 
          development programs and redefining who should be  their  primary
          beneficiaries.  Management believes that the Company's historical
          commitment to  the area,  improved dialogue with  the  indigenous 
          population,  and  increased military presence should  ensure that 
          the mine and mill operations will not be disrupted in the future.

               FCX maintains political risk insurance that covers a portion
          of its interest in PT-FI. The insurance is primarily designed  to
          cover certain breach of contract risks. For information regarding
          a recent effort by the Overseas Private Investment Corporation to
          cancel certain  of the  Company's political  risk insurance,  see
          "Environmental Matters."


          Contracts of Work

               The PT-FI COW covers both Block A, which was originally  the
          subject of  a  1967  COW  between  PT-FI's  predecessor  and  the
          Indonesian Government, and Block B, to which PT-FI gained  rights
          in 1991. The initial  term of the PT-FI  COW expires in  December
          2021 with  provisions for  two 10-year  extensions under  certain
          conditions. Pursuant  to  the PT-FI  COW,  PT-FI is  required  to
          relinquish its rights to portions of Block B in amounts equal  to
          25% of the original 6.5 million acres at the end of each of three
          specified periods over a period of four to seven years, depending
          on extensions requested  by PT-FI and  granted by the  Indonesian
          Government.  The acreage  to be released  is determined by  PT-FI
          and need not be contiguous. PT-FI relinquished approximately  1.7
          million acres  in December  1994  and approximately  1.6  million
          acres in December 1995. The  final 25% relinquishment will  occur
          in 1996,  unless  extended as  expected  until December  1998  or
          later.   In  order  to  determine  which  acreage  to  relinquish
          pursuant to  these requirements,  PT-FI has  conducted an  active
          exploration program since early 1992, focusing both on what PT-FI
          believes to be  the most promising  exploration opportunities  in
          Block B and on  identifying areas that appear  to hold the  least
          promise.

               In August  1994,  Eastern  Mining was  granted  the  Eastern
          Mining COW  covering approximately  2.5  million acres  in  three
          separate blocks  adjacent  to Block  B.  The Eastern  Mining  COW
          provides for a four  to seven year  exploratory term and  30-year
          term for actual mining operations with provisions for two 10-year
          extensions under  certain conditions.  Like  the PT-FI  COW,  the
          Eastern Mining  COW requires  Eastern  Mining to  relinquish  its
          right to portions of  the Eastern Mining  COW area determined  by
          Eastern Mining in amounts equal to  25% of the approximately  2.5
          million acres  covered  thereby  at the  end  of  each  of  three
          specified periods.  The  first relinquishment  was  scheduled  to
          occur on  August 15,  1995, but  was extended  by the  Indonesian
          Government until August 15, 1996.


          Relationship with The RTZ Corporation

               In connection with the restructuring described above, in May
          and July 1995 subsidiaries of RTZ purchased from FTX an aggregate
          of 23.9 million shares of FCX Class A Common Stock (approximately
          12% of the then outstanding FCX common stock).  Pursuant to  that
          transaction, RTZ acquired the right  to nominate for election  by
          FCX's   stockholders   the   number   of   directors   that    is
          proportionately equal to the percentage ownership by RTZ and  its
          subsidiaries of all outstanding shares of FCX Class A and Class B
          Common Stock,  subject to  certain limitations.   FCX  agreed  to
          accept such nominations and refrain  from taking any action  that
          may hinder  the election  of such  nominees.   If the  number  of
          directors of  FCX  is reduced  to  less  than ten,  RTZ  and  its
          subsidiaries will have  the right to  nominate no  less than  one
          director to be elected by holders of Class A Common Stock and FCX
          preferred stock, provided  that RTZ  continues to  hold at  least
          approximately 21.5 million shares of Class  A Common Stock.   FCX
          has appointed two persons  nominated by RTZ  to serve as  interim
          directors until the next election.

               RTZ also has certain rights  to require the registration  of
          its FCX  stock and  to acquire  additional  shares of  FCX  stock
          necessary to maintain its proportionate ownership interest in the
          event of a sale  by FCX of shares  of Class A  or Class B  Common
          Stock.

               The Company  and  RTZ  have agreed,  subject  to  Indonesian
          Government approval and  execution of  definitive agreements,  to
          establish joint ventures  pursuant to which  RTZ will acquire  an
          undivided 40% interest in the Eastern Mining COW and an undivided
          40%  interest  in  future   production  expansions  and   certain
          developmental activities in the areas  covered by the PT-FI  COW.
          Under these agreements, RTZ and  the Company have established  an
          exploration committee to approve exploration expenditures and RTZ
          has agreed  to  fund up  to  $100 million  of  exploration  costs
          approved by the exploration committee in the areas covered by the
          PT-FI COW and  the Eastern  Mining COW,  including $30.8  million
          incurred in 1995. Further exploration costs mutually agreed  upon
          in these areas will be borne 60%  by the Company and 40% by  RTZ.
          RTZ has agreed to  fund a minimum of  $10 million of  exploration
          expenditures in the Eastern  Mining COW area  and $40 million  of
          exploration expenditures in Block A of the PT-FI COW.

               The Company and RTZ have completed a preliminary feasibility
          study and  have commenced  a detailed  feasibility study  of  the
          expansion of  PT-FI's  mining  and milling  capacity  to  190,000
          metric tons of ore per day  ("MTPD"). Any such expansion will  be
          subject to the approval of  the Indonesian Government, which  has
          previously approved  an  expansion  to 160,000  MTPD.  Under  its
          proposed  arrangements  with   FCX,  following  commencement   of
          concentrate production from expansions of PT-FI's existing mining
          and milling  capacity  financed  by RTZ,  RTZ  will  have  a  40%
          interest in  production  exceeding specified  annual  amounts  of
          copper, gold and silver estimated to  be produced from the  first
          118,000 MTPD of ore mined  each year through approximately  2021.
          For such expansion projects, subsidiaries of RTZ will provide  up
          to $750 million for  defined costs, of which  40% will be  funded
          directly and 60% will be lent to  PT-FI.  Such loan will be  non-
          recourse except as to  incremental revenues attributable to  such
          expansion projects.  The parties will share incremental cash flow
          attributable to such expansion  projects on the  basis of 60%  to
          PT-FI and 40% to  RTZ. PT-FI will assign  to RTZ its interest  in
          such incremental cash flow until RTZ  has received a return  from
          such assigned  interest equal  to the  funds lent  to PT-FI  plus
          interest based on RTZ's cost of borrowing.


          Gresik Smelter

               The PT-FI COW requires  PT-FI, under certain conditions,  to
          conduct a study of the feasibility of a copper smelting  facility
          in Indonesia and, if deemed economically viable by PT-FI and  the
          Indonesian Government, to construct or  cause such smelter to  be
          constructed. The feasibility study was completed in 1995 and  PT-
          FI, Mitsubishi  Materials  Corporation ("Mitsubishi")  and  Fluor
          Daniel Asia, Inc. ("Fluor") have concluded an agreement providing
          PT-FI with a 20% ownership interest in a copper  smelter/refinery
          to be constructed at Gresik, East Java, Indonesia having a design
          capacity of 200,000 metric tons of  copper cathode per year.  The
          project remains  subject  to  financing  and  certain  Indonesian
          Government approvals; however, project engineering has  commenced
          and it is  anticipated that construction  will begin by  mid-1996
          and be completed by mid-1998.

               It is anticipated that PT-FI will provide all of the  Gresik
          smelter's  copper  concentrate  requirements  at  market   rates;
          however, for the first 15 years  of operations, PT-FI has  agreed
          that treatment  and  refining  charges will  not  fall  below  an
          established minimum rate.  PT-FI has  also agreed  to assign,  if
          necessary, any  dividends payable  out of  the joint  venture  to
          support a 13% annual return to Mitsubishi for the first 20  years
          of commercial  operations.  Additionally, Fluor  has  an  option,
          exercisable on the third anniversary of commercial operations, to
          require PT-FI to purchase its interest for an amount representing
          a 10% annual return on Fluor's investment.


          Ore Reserves

               All of PT-FI's proved  and probable reserves, including  the
          Grasberg deposit, lie within Block A.   In 1995, PT-FI  increased
          its proved  and probable  reserves by  approximately 800  million
          tons of ore (as used herein "ton" refers to a metric ton  ("MT"),
          which is equivalent to 2,204.62 pounds on a dry weight basis). As
          a result, PT-FI's total estimated proved and probable recoverable
          reserves as of  December 31,  1995 increased  since December  31,
          1994, net of 1995  production, by 12.3  billion pounds of  copper
          (44%), 12.5 million ounces of gold (32%) and 30.3 million  ounces
          of  silver   (38%).  PT-FI's   estimated  proved   and   probable
          recoverable reserves, on a  100% basis, as  of December 31,  1995
          were 40.3 billion pounds of copper,  52.1 million ounces of  gold
          and 111.1 million ounces of silver.  RTZ does not participate  in
          year-end 1994  ore reserves,  but  with limited  exceptions  will
          participate with respect  to new  reserves discovered  thereafter
          within the PT-FI COW and Eastern Mining COW areas pursuant to the
          joint  ventures  described  under  "Relationship  with  The   RTZ
          Corporation."

               The  Grasberg  deposit  contains  the  largest  single  gold
          reserve and is one of the three largest open-pit copper  reserves
          of any mine in the world. The Grasberg deposit contains  combined
          open pit and underground proved and  probable ore reserves as  of
          December 31, 1995  of 1.76 billion  tons at an  average grade  of
          1.11% copper, 1.21 grams of gold per ton and 3.21 grams of silver
          per ton, representing  an increase,  net of  1995 production,  in
          recoverable copper, gold  and silver  of 11.7  billion pounds  of
          copper (50%), 11.8 million  ounces of gold  (31%) and 27  million
          ounces of silver (46%) over December 31, 1994 amounts.

               The increase in proved and probable reserves at the Grasberg
          deposit is  largely the  result of  a drilling  program that  has
          provided data from the surface to a depth of approximately  2,850
          meters above sea level. PT-FI currently  is driving an adit  (the
          "Amole adit") to  the center  point of  the currently  delineated
          Grasberg ore  body at  the  approximately 2,900  meter  elevation
          level. The Amole  adit is expected  to be completed  in 1996  and
          will facilitate additional deep exploration to further  delineate
          the extent of the Grasberg deposit below the 2,850 meter level.

               The Company's  reserves as  of December  31, 1994  and  1995
          included  herein  have  been   verified  by  Independent   Mining
          Consultants, Inc., and such reserve information has been included
          herein in reliance upon the authority of said firm as experts  in
          mining, geology and reserve determination.

               Reserve amounts represent estimates  only. Reserves 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.


          Mining Operations

               Mines in  Production.  PT-FI currently  has  two  mines  in 
          operation: the  Grasberg  and  the  Intermediate  Ore  Zone  (the
          "IOZ"), both within Block A. Open pit mining of the Grasberg  ore
          body commenced in January 1990, and by 1995 Grasberg mine  output
          totaled  approximately  39.4  million  tons  of  ore,   providing
          approximately 94% percent  of PT-FI's total  ore production.  The
          IOZ is  an  underground  block  cave  operation  that  came  into
          production in the first half of 1994. The production level is  at
          the 3,550 meter elevation  level, approximately 150 meters  below
          the Ertsberg East deposit, which was depleted in the second  half
          of 1994. In 1995 output from  the IOZ mine totaled  approximately
          2.5 million tons of ore.

               Mines in Development.  Three other significant  ore bodies,
          referred to as  the Deep Ore  Zone ("DOZ"), the  DOM and the  Big
          Gossan, are located in Block A. These ore bodies are currently at
          various stages  of development,  and are  carried as  proved  and
          probable reserves.

               The DOZ  ore body  lies vertically  below the  IOZ.  Initial
          production from  the  DOZ ore  body  commenced in  1989  but  was
          suspended in  favor  of  production from  the  Grasberg  deposit.
          Production is anticipated  to recommence after  depletion of  the
          overlying IOZ reserve after 1998.

               The DOM ore body  lies approximately 1,200 meters  southeast 
          of the depleted Ertsberg East deposit. Pre-production development
          was completed as the Grasberg began open pit production in  1990,
          and all  maintenance, warehouse  and  service facilities  are  in
          place. Production at the DOM ore body was deferred as a result of
          the  increasing  reserves  and  production  capabilities  of  the
          Grasberg.

               The Big  Gossan  ore  body is  located  approximately  1,000
          meters  southwest  of  the  original  Ertsberg  deposit.  Initial
          underground development  of  the  ore body  began  in  1993  when
          tunnels were driven from the mill  area into the ore zone at  the
          2,900 meter elevation level. A variety of stoping methods will be
          used to mine the deposit, with production expected to commence as
          other underground mines are depleted.  Over 200 drill holes  have
          been  completed,  with  proved  and  probable  ore  reserves  now
          calculated at  37.3 million  tons at  an average  grade of  2.69%
          copper, 1.02 grams of gold per ton and 16.42 grams of silver  per
          ton.

               Location and Mining  Risks. The remote location  of PT-FI's
          mining  operations   has  required   FCX  to   overcome   special
          engineering difficulties  and  develop  extensive  infrastructure
          facilities  to  enable  the  operations  to  be  virtually  self-
          sufficient. The area is  subject to considerable rainfall,  which
          has led to periodic floods and mud slides. The mine site is  also
          in  an  active  seismic  area,   and  earth  tremors  have   been
          experienced from time to time. None  of these factors has  caused
          personal injury to PT-FI employees or 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.


          Exploration

               In addition to continued delineation of the Grasberg deposit
          and other  deposits discussed  under "Ore  Reserves" and  "Mining
          Operations," PT-FI is continuing  its exploration program  within
          Block A. Drilling at Lembah Tembaga, approximately one  kilometer
          southwest of  the Grasberg  deposit,  has identified  an inferred
          resource that may contain up to 100 million tons with an  average
          grade of approximately 1.25% copper and .5 grams of gold per ton.
          Exploration drilling continues at other targets including the IOZ
          Extension, Guru East, Idenberg, Kucing  Liar, Amole, Wabu and Kay,
          and surface geological evaluations continue to develop targets at
          the S. Wanagon, Zaaghan Ridge, VN, Wanagon, and DOMSE prospects.

               Exploration  of  Block   B  has  indicated   more  than   70
          exploration targets, and follow-up exploration of these anomalies
          is now in progress. PT-FI has focused its Block B drilling in  an
          area 35  kilometers north  of the  Grasberg  deposit in  an  area
          called  the  Hitalipa  District.   Although  the  area   requires
          additional exploratory drilling, initial results indicate a large
          mineralized district that covers  approximately 75,000 acres,  as
          compared to the original 24,700-acre Block A. Because of its size
          and number of geologic leads, the Hitalipa District is likely  to
          be  explored  for   many  years.  Drilling   results  are   being
          interpreted, and no assurance can be given that any of these  new
          areas contain commercially exploitable mineral deposits.

               FCX's exploration expenditures  declined from $40.4  million
          in 1994 to $13.9 million in  1995, reflecting RTZ's agreement  to
          pay 100%  of  the  first $100  million  of  approved  exploration
          expenses after May 1995. Aggregate 1995 exploration  expenditures
          of PT-FI,  Eastern Mining  and RTZ  at  Blocks A  and B  and  the
          Eastern Mining COW area were $44.7 million, of which RTZ's  share
          was $30.8 million. RTZ's agreement to fund the next $100  million
          exploration expenses is expected to be fulfilled by mid to late 
          1997 assuming currently anticipated exploration expenditures for
          1996 and 1997.


          Milling and Production

               Most of  the ore  from PT-FI's  mines  moves by  a  conveyor
          system to a series  of ore passes through  which it drops to  the
          mill site, which is located approximately 2,900 meters above  sea
          level. At the mill  ore is crushed and  ground, and the  powdered
          ore is mixed in  tanks with water and  small amounts of  chemical
          reagents and continuously agitated with air. During this physical
          separation process, copper-bearing particles  rise to the top  of
          the  tanks  from  which  they  are  skimmed  and  thickened.  The
          concentrate leaves  the  mill  site as  a  thickened  concentrate
          slurry, consisting of approximately 65% solids by weight, and  is
          pumped through  two  115 kilometer  pipelines  to the  port  site
          facility at Amamapare where it is filtered, dried and stored  for
          shipping. Ships are loaded  at dock facilities  at the port  site
          until they draw their maximum water,  then move to deeper  water,
          where loading is completed from shuttling barges.

               During 1995,  recovery  rates  averaged 85%  of  the  copper
          content, 74.3%  of  the gold  content  and 63.2%  of  the  silver
          content of the ore processed, compared to 83.7%, 72.8% and 64.7%,
          respectively, during 1994.

               In the second  quarter of  1995 PT-FI  completed the  latest
          phase of its  expansion of overall  mining and milling  capacity.
          During the fourth  quarter of  1995, FCX  produced 283.6  million
          pounds of copper and 416,600 ounces of gold resulting from record
          ore throughput  of an  average 126,800  MTPD, as  compared to  an
          average of 111,900 MTPD for the full 1995 year and 72,500 MTPD in
          1994.  This expanded production  and higher gold credits  reduced
          FCX's total cash production costs to $0.15 per pound, or 64% less
          than in  the fourth  quarter of  1994.   In 1995  PT-FI  achieved
          record copper  production  of  978  million  recoverable  pounds,
          approximately 38% more than in  1994, and record gold  production
          of 1,310,400 recoverable ounces,  approximately 67% more than  in
          1994.

          Infrastructure Improvements

               The  location  of  PT-FI's  operations  in  a   remote  and
          undeveloped area requires that such operations be virtually self-
          sufficient. In addition to the mining facilities described above,
          the  facilities   originally   constructed   by   or   with   the
          participation  of  PT-FI  include  an  airport,  a  port,  a  119
          kilometer road, an aerial tramway, a hospital and two town  sites
          with housing, schools and other facilities sufficient to  support
          approximately 14,000 persons.

               In 1993,  PT-FI commenced  the first  phase of  a  long-term
          enhanced infrastructure program  (or "EIP")  designed to  provide
          the infrastructure needed for PT-FI's operations, to enhance  the
          living conditions  of  PT-FI's  employees,  and  to  develop  and
          promote the growth of local and other third party activities  and
          enterprises in  Irian  Jaya.  The full  EIP  includes  plans  for
          various commercial,  residential, educational,  retail,  medical,
          recreational, environmental and  other infrastructure  facilities
          to be constructed over a ten- to twenty-year period. Depending on
          the long-term growth of PT-FI's operations, the total cost of the
          EIP could  range  between  $500 million  and  $750  million.  FCX
          anticipates  that  the  first   phase,  which  includes   various
          residential,  community  and   commercial  facilities,  will   be
          completed by mid-1996.

               In 1993, PT-FI and P.T.  ALatieF Nusakarya Corporation,  an
          Indonesian investor  ("ALatieF"), entered  into a  joint  venture
          agreement to acquire and operate certain existing  infrastructure
          assets and new EIP assets.  ALatieF is a member of an  affiliated
          group of  corporations  that  is among  the  largest  retail  and
          property management groups in Indonesia.   Pursuant to the  joint
          venture  agreement,  PT-FI  agreed  to  sell  approximately  $270
          million  of  infrastructure  assets  to  P.T.  ALatieF   Freeport
          Infrastructure Corporation ("AFIC") and to P.T. ALatieF  Freeport
          Hotel Corporation ("AFHC").  AFIC and AFHC are Indonesian limited
          liability companies owned  one-third by PT-FI and two -thirds by
          ALatieF.   Approximately $195  million of  infrastructure  assets
          were sold by PT-FI in 1994,  and AFIC is expected to purchase  an
          additional $75 million of infrastructure assets in the first half
          of 1996, subject to Indonesian Government approval.  Funding  for
          the  AFIC  and  AFHC  purchases  is  being  provided  by   equity
          contributions from  PT-FI  and  ALatieF ($90  million)  and  debt
          financing ($180 million).  The debt  financing consists of a  $60
          million bank loan that is guaranteed by PT-FI and $120 million of
          senior notes issued by a subsidiary of FCX and guaranteed by FCX.
          The acquired  assets will  be made  available to  PT FI and  its
          employees and  designees  under arrangements  that  will  provide
          ALatieF  with  a  guaranteed  minimum  rate  of  return  on   its
          investment.

               In 1994 and 1995 PT-FI sold, in three separate transactions,
          its  existing  and   newly  constructed   power  generation   and
          transmission assets  and certain  other power-related assets  to
          P.T. Puncakjaya Power,  an Indonesian  limited liability  company
          ("PJP"), owned by subsidiaries of Duke Energy Corp. ("DE")  (30%)
          and PowerLink Corporation  ("PL") (30%), and  by PT-FI (30%) and
          P.T. Prasarana Nusantara  Jaya ("PNJ")  (10%).   The first  sale,
          representing the majority of  the existing assets, was  completed
          in December 1994 for $100 million.  The final two sales  occurred
          during 1995 for an aggregate of $115 million.  Pursuant to  these
          transactions, PJP is responsible  for providing electrical  power
          services required by  PT-FI at its  mining, milling  and support
          operations, and DE, PL and PNJ will receive a guaranteed  minimum
          rate of return on their investments.

               In 1995  PT-FI sold  its interest in  certain aircraft  and
          helicopters and  its  existing  and  newly  constructed  aviation
          support facilities for approximately $48 million to P.T.  Airfast
          Aviation Facilities  Company,  an  Indonesian  limited  liability
          company ("AVCO"),  owned by  P.T. Airfast  Indonesia  ("Airfast")
          (45%), P.T. Giga Haksa ("GH") (30%) and PT-FI (25%).  Pursuant to
          an agreement entered into  in connection with  the sale, AVCO  is
          responsible for providing helicopter support services required by
          PT-FI within  Block A  and Block  B as  well as  the  substantial
          majority of passenger and freight air transport services required
          by PT-FI between  Timika and designated  points in Indonesia  and
          Australia.   The  agreement provides  that  Airfast and  GH  will
          receive a guaranteed minimum rate of return on their investments.

               In 1995 PT-FI also sold certain construction equipment, port
          facilities and  marine, logistics  and  related assets  for  $100
          million  to  P.T.  ALatieF  P&O  Port  Development  Company,   an
          Indonesian limited liability company ("APPDC"), owned by  ALatieF
          (50%) and P&O Singapore Pte. Ltd. ("P&O") (50%).  Pursuant to  an
          agreement entered  into in  connection with  the sale,  APPDC  is
          required to make the transferred construction equipment available
          for use by PT-FI and its contractors and to provide port services
          required by PT-FI.  The agreement  provides that ALatieF and  P&O
          will receive  a  guaranteed  minimum  rate  of  return  on  their
          investments.

          Marketing

               PT-FI   supplies   copper   concentrates,   which    contain
          significant gold  and  silver  components,  primarily  to  Asian,
          European and North and South American smelters and  international
          trading companies. All of PT-FI's  concentrate sales are made  in
          United States  dollars.  Substantially all  of  PT-FI's  budgeted
          production  of  copper  concentrates  is  sold  under   long-term
          contracts, pursuant to which the selling price is based on  world
          metals prices (generally  the LME settlement  prices for Grade  A
          copper) less certain  allowances. Under  these contracts  initial
          billing occurs at the  time of shipment  and final settlement  on
          the copper portion  generally occurs three  months after  arrival
          based on  average LME  prices during  the third  month  following
          arrival. Gold  generally is  sold at  the London  Bullion  Market
          Association average  price for  the month  of shipment.  Revenues
          from concentrate sales are  recorded net of royalties,  treatment
          and  refining  costs  and  the  impact  of  derivative  financial
          instruments used  to hedge  against risks  from copper  and  gold
          price fluctuations. Per unit  royalty payments to the  Indonesian
          Government increase with increased  copper values and range  from
          1.5% to 3.5%  of copper prices  at the time  of shipment, net  of
          delivery costs and treatment and  refining charges. A 1%  royalty
          is paid to the  Indonesian Government on  gold and silver  sales.
          Treatment and refining costs  represent payments to smelters  and
          refiners and are either fixed or in certain cases float with  the
          price of copper. A small  portion of PT-FI's budgeted  production
          of copper concentrates, and any production in excess of  budgeted
          amounts, is sold in the spot market.

               PT-FI has obtained  commitments, including commitments  from
          RTM, for essentially all of its expected 1996 concentrate  sales,
          which are currently estimated to yield approximately 1.1  billion
          pounds of copper and 1.65 million ounces of gold. 1996 gold sales
          are anticipated to reflect management's expectation of  producing
          greater than  mine life  gold grades  during the  year;  however,
          first-quarter 1996 production will  be adversely affected by  the
          anticipated mining of lower grade ore.  Sales of copper and  gold
          also will be reduced in the  first quarter of 1996 from those  in
          the  fourth  quarter  of  1995  by  the  timing  of   concentrate
          shipments. In  addition,  at  December  31,  1995,  copper  sales
          totaling 249 million pounds,  which were recorded  in 1995 at  an
          average price of  $1.20 per pound,  remained to be  contractually
          priced and  are subject  to price  adjustments during  the  first
          quarter of  1996.  As a  result  of these  factors,  the  Company
          expects its operating results during the first quarter of 1996 to
          be considerably below comparable results  for the first and  last
          quarters of 1995.

               Approximately 12% and 16% of PT-FI's total concentrate sales
          in 1995 and 1994, respectively, were  to RTM. Upon completion  of
          RTM's smelter  expansion and  completion of  the proposed  Gresik
          smelter discussed under  "Gresik Smelter,"  FCX anticipates  that
          approximately 26% and 38%  of PT-FI's copper concentrates  (based
          upon assumed production of 125,000 MTPD) will be sold to RTM  and
          the Gresik smelter, respectively, at market prices.

               Because FCX's revenues are  derived primarily from the  sale
          of  concentrates  containing  copper,  gold  and  silver,   FCX's
          earnings are directly related to  market prices for copper,  gold
          and, to  a  lesser  extent,  silver.  Prices  for  such  minerals
          historically have fluctuated widely and are affected by  numerous
          economic and political factors beyond FCX's control. The  Company
          has  purchased  derivative  financial  instruments  designed   to
          establish a minimum price of $.90  per pound for essentially  all
          its anticipated copper production  in 1996 and  a portion of  its
          anticipated production in 1997.


          Competition

               PT-FI competes with  other mining companies  in the sale  of
          its mineral  concentrates and  the recruitment  and retention  of
          qualified personnel. Some  competing companies possess  financial
          resources equal to  or greater  than those  of PT-FI.  Management
          believes that PT-FI is one of the lowest cost copper producers in
          the world,  taking  into account  credits  for related  gold  and
          silver production.


          Environmental Matters

               Mining operations  on the  scale  of PT-FI's  operations  in
          Irian  Jaya   involve   significant   environmental   challenges,
          primarily related to the disposition  of tailings, which are  the
          crushed rock material resulting  from the physical separation  of
          commercially valuable minerals from the  ore. The Company has  an
          extensive, ongoing management system for the disposal of tailings
          in  connection  with  discharging   them  into  a  river   system
          downstream from its milling operations.  PT-FI is in the  process
          of  completing  a  levee  system,  as  part  of  its   Indonesian
          Government-approved  Tailings  and  River  Management  Plan,   to
          minimize the  impact  of  the  tailings  on  the  environment  by
          containing them in a  controlled deposition area that  ultimately
          will  be  reclaimed   and  revegetated.  The   capital  cost   of
          constructing the levee  system is estimated  to be  approximately
          $25 million.

               The Company  also  has  performed  an  environmental  impact
          assessment of a proposed production expansion to 160,000 MTPD and
          related   infrastructure   improvements.   The   assessment   was
          conducted,  and  the   management  and   monitoring  plans   were
          developed, by  a team  of independent  environmental experts  and
          were  approved  by  the  Indonesian  Government.  The  Indonesian
          Government's approval process for  the management and  monitoring
          plans was  challenged  by an  Indonesian  environmental  activist
          group in early 1995, but an Indonesian administrative court ruled
          against the challenge in October 1995,  and the ruling is now  on
          appeal. Management believes that  the challenge is without  merit
          and will have no material effect upon FCX, PT-FI or any of  their
          respective  assets  or  operations.  The  Company  and  RTZ  have
          commenced a detailed feasibility study of a further expansion  to
          190,000  MTPD,   which   will  require   modifications   to   the
          environmental  impact  assessment  and  Indonesian   Governmental
          approval, which management believes can be obtained.

               Management  believes  that  PT-FI's  operations  are   being
          conducted pursuant  to all  necessary permits  and in  compliance
          with all  applicable  Indonesian environmental  laws,  rules  and
          regulations. Management also believes that its current operations
          have not had, and  that its expanded operation  will not have,  a
          significant adverse impact  on the environment.  However, in  the
          last year various groups have expressed heightened concerns about
          the environmental impact  of PT-FI's operations,  and in  October
          1995, the  Overseas Private  Investment Corporation  ("OPIC"),  a
          quasi-governmental  agency  of  the  United  States,  sought   to
          terminate the Company's  $100 million  political risk  insurance,
          citing, among other things, environmental concerns about  PT-FI's
          expanded operations. The Company believes that there was  neither
          a factual nor a legal basis  for OPIC's action and has  submitted
          the matter to  arbitration even  though the  availability of  the
          insurance is not financially material to the Company.

               In 1995, at the suggestion of the Indonesian Minister of the
          Environment,   PT-FI volunteered  to participate  in  independent
          environmental  and  social/cultural  audits  of  its  Irian  Jaya
          operations  under   a  program   monitored  by   the   Indonesian
          Government. The audits are being conducted  by Dames & Moore  and
          Labatt  Anderson,   respectively,   which   are   internationally
          recognized environmental  consulting firms  based in  the  United
          States. The  results  of the  environmental  and  social/cultural
          audits are expected to be submitted to the Indonesian  Government
          in the first and second quarters of 1996, respectively.

               Management believes that RTM's facilities and operations are
          in compliance  with all  applicable Spanish  environmental  laws,
          rules and regulations.  RTM recently  completed modifications  to
          and expanded  its sulfuric  acid plants,  which has  resulted  in
          significant reductions in air emissions. In addition, RTM expects
          to realize significant additional environmental improvements upon
          completion of other projects currently under way.

               The Indonesian  and  Spanish  governments  may  periodically
          revise their  environmental laws  and  regulations or  adopt  new
          ones, and  the effects  on the  Company's  operations of  new  or
          revised regulations cannot be predicted.


          Credit Facilities

               In  connection  with   the  restructuring  described   under
          "Relationship with Freeport-McMoRan  Inc.," in July  1995 an  FTX
          credit agreement  in which  PT-FI  participated was  modified  to
          become a separate bank credit facility for PT-FI (the "PT-FI Bank
          Credit Facility") and a new bank credit facility was arranged for
          FCX and PT-FI (the "FCX Bank Credit Facility" and, together  with
          the PT-FI Bank  Credit Facility, the  "Credit Facilities").   The
          PT-FI Bank  Credit  Facility  provides $550  million  of  credit,
          matures in December 1999, and is guaranteed by FCX.  The FCX Bank
          Credit Facility provides $200 million of credit, all of which  is
          available to FCX (and will become available to PT-FI upon receipt
          of certain approvals from the Indonesian Government), and matures
          in December  1999.    The Credit  Facilities  are  subject  to  a
          borrowing base, redetermined at least annually, which establishes
          maximum aggregate borrowing limits for FCX and PT-FI.  The Credit
          Facilities place restrictions on, among other things,  additional
          borrowings, the creation of  liens by FCX,  PT-FI and certain  of
          FCX's other subsidiaries  and require FCX  and PT-FI to  maintain
          minimum working capital levels and specified earnings to interest
          coverage ratios  and include  various  other covenants  that  are
          customary for credit facilities of this type.  PT-FI has assigned
          its existing and  future sales contracts  and pledged its  rights
          under the  PT-FI COW,  accounts receivable  and other  assets  as
          security for its borrowings under the Credit Facilities.  FCX has
          pledged 50.1% of the issued and outstanding capital stock of  PT-
          FI as  security for  its borrowings  under  the FCX  Bank  Credit
          Facility and as security for its guarantee of PT-FI's obligations
          under the PT-FI  Bank Credit Facility  and has  agreed that  such
          pledged capital  stock shall  at all  times consist  of at  least
          50.1% of  the issued  and outstanding  capital stock  of PT-FI.  
          Pursuant to an  intercreditor arrangement, the  capital stock  of
          PT-FI pledged by FCX to secure  its obligations under the  Credit
          Facilities also secures  guarantees by  FCX of  obligations of  a
          subsidiary and a former  affiliate that as  of December 31,  1995
          aggregated  $210  million  and   consisted  of  the  9/%   Senior
          Guaranteed Notes due  2001 and  $90 million  of committed  credit
          available to the former affiliate.

               Additional information regarding  the credit facilities  and
          borrowings of FCX, PT-FI, RTM and ALatieF is set forth in Notes 7
          and 10 to the audited financial statements appearing on pages  30
          and 31,  and pages  32 through  34, respectively,  of the  Annual
          Report, which is incorporated herein by reference. 


          Employees of PT-FI and Relationship with FM Services Company

               As of  December  31,  1995,  PT-FI  had  a  total  of  7,511
          employees (approximately  95%  Indonesian), compared  with  6,074
          employees (approximately 94%  Indonesian) at year-end  1994.   In
          addition, as of December 31, 1995, PT-FI had approximately  6,600
          contract workers, most  of whom were  Indonesian.   Approximately
          35% of  PT-FI's  Indonesian  employees are  members  of  the  All
          Indonesia  Workers'  Union,   which  operates  under   Indonesian
          Government supervision and is party to a labor agreement covering
          PT-FI's  hourly-paid   Indonesian  employees   that  expires   on
          September 30, 1997.  PT-FI experienced no work stoppages in 1995,
          and relations with  the union have  generally been good.   As  of
          December 31, 1995,  RTM had a  total of 770  employees, of  which
          approximately  55%  are   covered  by  union   contracts.     RTM
          experienced limited work  stoppages in 1995,  but relations  with
          these unions have also generally been good.

               Prior to January 1, 1996, FCX had no employees.  Until mid-
          1995, FCX was a majority-owned subsidiary of FTX, and in order to
          permit United States  citizens engaged full  time in PT-FI's  and
          RTM's businesses to participate in FTX's employee benefit  plans,
          such persons were employed by a United States subsidiary of  FTX.
           Prior to January 1, 1996, FCX,  PT-FI and FTX were parties to  a
          Management  Services  Agreement   (the  "Management   Agreement")
          pursuant  to  which  FTX  furnished  executive,   administrative,
          financial, accounting, legal, tax, sales and similar services  to
          FCX and PT-FI.

               Since January  1,  1996,  with  limited  exceptions,  former
          employees of FTX engaged full-time in the business of FCX,  PT-FI
          or RTM have become employees of FCX, and former employees of  FTX
          providing  the  services  formerly  provided  by  FTX  under  the
          Management  Agreement  have  become  employees  of  FM   Services
          Company, a Delaware corporation 50% owned by each of FTX and  FCX
          ("FMS").  Since January  1, 1996, FMS  has furnished services  to
          FCX similar to those  historically provided by FTX  to FCX.   FCX
          reimburses FMS, at  its cost, including  allocated overhead,  for
          such services on a monthly basis.


          Item 3.  Legal Proceedings.

               Although FCX may be  from time to  time involved in  various
          legal  proceedings  of  a  character  normally  incident  to  the
          ordinary course of its business,  the management of FCX  believes
          that potential  liability  in  any  such  pending  or  threatened
          proceedings would  not  have a  material  adverse effect  on  the
          financial condition  or  results  of operations  of  FCX.    FCX,
          through FTX, maintains liability insurance to cover some, but not
          all, potential  liabilities  normally incident  to  the  ordinary
          course of  its  business as  well  as other  insurance  coverages
          customary  in  its  business,   with  such  coverage  limits   as
          management deems prudent. 

          Item 4.  Submission of Matters to a Vote of Security Holders.

               Not applicable. 

          Executive Officers of the Registrant.

               Certain information as of March 8, 1996 about the  executive
          officers of FCX, including their position or office with FCX  and
          PT-FI, is set forth in the following table and accompanying text:

               Name                     Age       Position or Office
               ----                     ---       ----------------------

               James R. Moffett         57        Director, Chairman of the
                                                  Board and Chief Executive
                                                  Officer of FCX. 
                                                  President Commissioner of
                                                  PT-FI.

               Richard C. Adkerson      49        Executive Vice President
                                                  of FCX.  Director and
                                                  Executive Vice President
                                                  of PT-FI.

               Thomas J. Egan           51        Senior Vice President of
                                                  FCX.

               Charles W. Goodyear      38        Senior Vice President of
                                                  FCX.  Commissioner of
                                                  PT-FI.

               Hoediatmo Hoed           56        President Director of
                                                  PT-FI.(1)    

               W. Russell King          46        Senior Vice President of
                                                  FCX.

               Rene L. Latiolais        53        Director and Vice
                                                  Chairman of the Board of
                                                  FCX.  Commissioner of
                                                  PT-FI.

          ------------------

          (1)  Mr. Hoed is  deemed by FCX  to be an  executive officer  for
               purposes  of  this  report  because  of  his  position   and
               responsibilities as an officer of PT-FI.  Mr. Hoed holds no
               position with  FCX.   Mr.  Hoed  has informed  FCX  that  he
               intends to  retire  effective  March  28,  1996.    Adrianto
               Machribie, an Executive  Vice President of  PT-FI, has  been
               nominated to succeed Mr. Hoed  as President Director of  PT-
               FI.

                                 -------------------


          All of the Executive Officers have  served FCX, FTX, or PT-FI in
          various executive capacities for at least the last five years. 



                                       PART II


          Item 5.    Market  for Registrant's  Common  Equity  and  Related
          Stockholder Matters.

               The information set forth under the caption "FCX Class A and
          Class B Common  Shares" and  "Class A  and Class  B Common  Share
          Dividends", on  the inside  back cover  of the  Annual Report  is
          incorporated herein by  reference.  As  of March  8, 1996,  there
          were 12,438 and 18,137 record holders of FCX's Class A and  Class
          B common stock, respectively.

          Item 6.  Selected Financial Data. 

               The  information  set  forth  under  the  caption  "Selected
          Financial and Operating Data," on page 12 of the Annual Report is
          incorporated herein by reference.

               FCX's ratio of  earnings to fixed  charges for  each of  the
          years 1991 through  1995, inclusive, was  4.5x, 6.5x, 3.6x,  7.5x
          and 6.0x respectively.  For this calculation, earnings consist of
          income from continuing operations  before income taxes,  minority
          interests and fixed charges.  Fixed charges include interest  and
          that portion of rent deemed representative of interest. 

          Item 7.    Management's  Discussion  and  Analysis  of  Financial
          Condition and Results of Operations.

               The information set  forth under the  caption "Management's
          Discussion and  Analysis of  Financial Condition  and Results  of
          Operations," on  pages 13  through 19  of  the Annual  Report  is
          incorporated herein by reference.

          Item 8.  Financial Statements and Supplementary Data.

               The financial statements of FCX,  the notes thereto and  the
          report thereon  of Arthur  Andersen LLP,  appearing on  pages  21
          through 37 and the report of management on page 20 of the  Annual
          Report is incorporated herein by reference.

          Item 9.    Changes  in  and  Disagreements  with  Accountants  on
          Accounting and Financial Disclosure.

               Not applicable. 




                                      PART III


          Items 10.  Directors and Executive Officers of the Registrant.

               The information  set forth  under the  caption  "Information
          About Nominees and Directors" of the Proxy Statement submitted to
          the stockholders of  the registrant in  connection with its  1996
          Annual Meeting  to be  held on  April  30, 1996  is  incorporated
          herein by reference.

          Items 11.  Executive Compensation.

               The information  set  forth  under  the  captions  "Director
          Compensation" and "Executive Officer  Compensation" of the  Proxy
          Statement submitted  to the  stockholders  of the  registrant  in
          connection with its 1996 Annual Meeting  to be held on April  30,
          1996 is incorporated herein by reference.

          Items 12.   Security Ownership of  Certain Beneficial Owners  and
          Management.

               The  information  set  forth   under  the  captions   "Stock
          Ownership  of  Directors  and  Executive  Officers"  and   "Stock
          Ownership of Certain  Beneficial Owners" of  the Proxy  Statement
          submitted to  the stockholders  of the  registrant in  connection
          with its 1996  Annual Meeting  to be held  on April  30, 1996  is
          incorporated herein by reference.

          Items 13.  Certain Relationships and Related Transactions.

               The  information  set  forth  under  the  caption   "Certain
          Transactions"  of   the   Proxy  Statement   submitted   to   the
          stockholders of the registrant in connection with its 1996 Annual
          Meeting to be held  on April 30, 1996  is incorporated herein  by
          reference.




                                       PART IV

          Item 14.  Exhibits, Financial Statement Schedules and Reports  on
          Form 8-K.


          (a)(1).   Financial Statements. 
                    ---------------------

                    Reference is made to the Index to Financial  Statements
                    appearing on page F-1 hereof.

          (a)(2).   Financial Statement Schedules.
                    ------------------------------

                    Reference is made to the Index to Financial  Statements
                    appearing on page F-1 hereof.

          (a)(3).   Exhibits. 
                    --------

                    Reference is  made to  the Exhibit  Index beginning  on
                    page E-1 hereof. 

          (b).      Reports on Form 8-K.
                    ---------------------

                    During the last quarter of  the period covered by  this
                    report, FCX filed one report on Form 8-K dated November
                    2, 1995 reporting an  event under Item  5 thereof.   No
                    financial statements were filed in connection with such
                    report.





                                     SIGNATURES

          Pursuant to the requirements of Section 13 of the Securities  and
          Exchange Act of 1934, the registrant has duly caused this  report
          to be signed  on its behalf  by the  undersigned, thereunto  duly
          authorized, on March 27, 1996.

                                        FREEPORT-McMoRan COPPER & GOLD INC.


                                        By:      /s/ James R. Moffett
                                              ----------------------------
                                                    James R. Moffett
                                                  Chairman of the Board

          Pursuant to the requirements of the Securities Act of 1934,  this
          report has been signed below by  the following persons on  behalf
          of the registrant and in the  capacities indicated on March  27,
          1996.

          Signature                          Title
          ------------                       -------

          /s/ James R. Moffett               Chairman of the Board, Chief
          ----------------------------       Executive Officer and Director
                 James R. Moffett            (Principal Executive Officer)

                       *                     Executive Vice President and
          ----------------------------       Chief Financial Officer
               Richard C. Adkerson           (Principal Financial Officer)

                       *                     Controller - Financial
          ----------------------------       Reporting (Principal
                   John T. Eads              Accounting Officer)

                       *  
          ----------------------------       Director
               Robert W. Bruce III

                       *  
          ----------------------------       Director
                R. Leigh Clifford

                       *
          ----------------------------       Director
                Thomas B. Coleman

                       *
          ----------------------------       Director
                 Bobby E. Cooper

                       *
          ----------------------------       Director
                  Robert A. Day


                       *
          ----------------------------       Director
                 Leland O. Erdahl

                       *
          ----------------------------       Director
             William B. Harrison, Jr.

                       *
          ----------------------------       Director
                Henry A. Kissinger

                       *
          ----------------------------       Director
                 Bobby Lee Lackey

                       *
          ----------------------------       Director
                Rene L. Latiolais

                       *
          ----------------------------       Director
              Gabrielle K. McDonald

                       * 
          ----------------------------       Director
                    George A. Mealey

                       *
          ----------------------------       Director
                  George Putnam

                       *
          ----------------------------       Director
                 B.M. Rankin, Jr.

                       *
          ----------------------------       Director
                Wolfgang F. Siegel

                       *
          ----------------------------       Director
                    Eiji Umene

                       *
          ----------------------------       Director
                J. Taylor Wharton

                       *
          ----------------------------       Director
                Ward W. Woods, Jr.

          *By: /s/ James R. Moffett   
               -----------------------
                    James R. Moffett
                    Attorney-in-Fact





               The financial statements of FCX, the notes thereto, and the
          report thereon of Arthur Andersen LLP, appearing on pages 21
          through 37, inclusive, of FCX's 1995 Annual Report to
          stockholders are incorporated by reference.

               The financial statement schedules listed below should be
          read in conjunction with such financial statements contained in
          FCX's 1995 Annual Report to stockholders.

                                                              Page
          Report of Independent Public Accountants            F-1
          III-Condensed Financial Information of Registrant   F-2


               Schedules other than those listed above have been omitted
          since they are either not required, not applicable or the
          required information is included in the financial statements or
          notes thereto.



                      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

               We have audited, in accordance with generally accepted
          auditing standards, the financial statements as of December 31,
          1995 and 1994 and for each of the three years in the period ended
          December 31, 1995 included in Freeport-McMoRan Copper & Gold
          Inc.'s annual report to stockholders incorporated by reference in
          this Form 10-K, and have issued our report thereon dated January
          23, 1996.  Our audits were made for the purpose of forming an
          opinion on those statements taken as a whole.  The schedule
          listed in the index above is the responsibility of the Company's
          management and is presented for purposes of complying with the
          Securities and Exchange Commission's rules and is not part of the
          basic financial statements.  This schedule has been subjected to
          the auditing procedures applied in the audits of the basic
          financial statements and, in our opinion, fairly states in all
          material respects the financial data required to be set forth
          therein in relation to the basic financial statements taken as a
          whole.



                                 Arthur Andersen LLP

          New Orleans, Louisiana,
            January 23, 1996

                                     F-1


                         FREEPORT-McMoRan COPPER & GOLD INC.

            SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                   BALANCE SHEETS

                                                    December 31,
                                             --------------------------
                                                1995            1994   
                                             ----------      ----------
                                                    (In Thousands)
          Assets
          Cash and short-term investments    $       93      $      171
          Interest receivable                    11,885          12,676
          Notes receivable from PT-FI         1,208,007       1,338,611
          Investment in PT-FI and PTII          386,956         271,339
          Investment in RTM                      67,374          81,386
          Other assets                           47,201          14,988
                                             ----------      ----------
          Total assets                       $1,721,516      $1,719,171
                                             ==========      ==========

          Liabilities and Stockholders' Equity
          Accounts payable and accrued
           liabilities                       $   14,883      $   28,070 
          Long-term debt                        318,000         190,000
          Other liabilities and
           deferred credits                       6,952           6,119
          Mandatory redeemable
           preferred stock                      500,007         500,007
          Stockholders' equity                  881,674         994,975
                                             ----------      ----------
          Total liabilities and
           stockholders' equity              $1,721,516      $1,719,171  
                                             ==========      ==========
                               

                           STATEMENTS OF INCOME

                                              Years Ended December 31,
                                       -------------------------------------
                                          1995          1994         1993
                                       ----------    ----------    ---------
                                                   (In Thousands)
          Income from investment in PT-FI
           and PTII, net of PT-FI
           tax provision               $  293,279    $  111,822    $  53,861
          Net loss from
           investment in RTM              (37,787)       (6,309)     (15,666)
          Elimination of
           intercompany profit            (24,851)        3,005       (6,610)
          General and
           administrative expenses         (7,534)       (7,253)      (5,207)
          Depreciation and
           amortization                    (3,819)       (3,711)      (2,397)
          Interest expense                (15,027)      (10,259)      (8,017)
          Interest income on
           PT-FI notes receivable:
            Zero coupon
             exchangeable notes                 -           352       19,175
            Promissory notes               28,130        21,094        9,292
            8.235% convertible             13,333        14,033       14,036
            Step-up perpetual
             convertible                   20,203        26,256       12,785
            Gold and silver
             production payment loans      23,636        20,222        4,055
          Other expense, net               (3,664)       (7,424)        (406)
          Provision for income taxes      (32,281)      (31,587)     (24,085)
                                       ----------    ----------   ----------
          Net income                      253,618       130,241       50,816
          Preferred dividends             (54,153)      (51,838)     (28,954)
                                       ----------    ----------   ----------
                                       $  199,465    $   78,403   $   21,862
                                       ==========    ==========   ==========

          The footnotes contained in FCX's 1995 Annual Report to
          stockholders are an integral part of these statements.

                                        F-2



                         FREEPORT-McMoRan COPPER & GOLD INC.

            SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                               STATEMENTS OF CASH FLOW

                                               Years Ended December 31,
                                       -------------------------------------
                                          1995          1994         1993
                                       ----------    ----------   ----------
                                                   (In Thousands)
          Cash flow from
           operating activities:
          Net income                   $  253,618    $   130,241   $  50,816
          Adjustments to reconcile
           net income to net cash
           provided by operating activities:
            Income from investment
             in PT-FI and PTII           (293,279)      (111,822)    (53,861)
            Net loss from investment
             in RTM                        37,787          6,309      15,666
            Elimination of
             intercompany profit           24,851         (3,005)      6,610
            Dividends received
             from PT-FI and PTII          161,144        147,465     132,048
            Accretion of note
             receivable from
             PT-FI, net                         -              -      (9,104)
            Depreciation and
             amortization                   3,819          3,711       2,397
          (Increase) decrease
           in accounts receivable          (4,501)       (24,240)          -
          Increase (decrease)
           in accounts payable               (296)        (4,648)       (646)
          Other                            (3,755)         1,654      (5,959)
                                       ----------     ----------  ----------
          Net cash provided by
           operating activities           179,388        145,665     137,967
                                       ----------     ----------  ----------

          Cash flow from investing
            activities:
          Received from Government
           of Indonesia                         -          2,247       6,288
          Investment in RTM               (23,622)       (36,365)    (43,642)
          Investment in Freeport
           Copper Company                 (25,000)             -           -
          Other                           (26,860)            (8)          -
                                       ----------     ----------  ----------
          Net cash used in
           investing activities           (75,482)       (34,126)    (37,354)
                                       ----------     ----------  ----------

          Cash flow from financing activities:
          Cash dividends paid:
            Class A common stock          (51,318)       (38,316)    (33,298)
            Class B common stock          (86,245)       (85,187)    (85,277)
            Special preference stock      (15,673)       (15,708)    (15,708)
            Step-Up preferred stock       (17,500)       (17,500)     (5,590)
            Mandatory redeemable
             preferred stock              (17,417)       (13,614)     (1,683)
          Proceeds from sale of:
            Preferred stock                     -        252,985     561,090
            9 3/4% senior notes                 -        116,276           -
          Net proceeds from debt          128,000         70,000           -
          Proceeds from FTX                     -         88,280      20,650
          Repayment to FTX                   (800)       (99,750)     (8,380)
          Loans to PT-FI                  124,485       (369,261)   (706,750)
          Purchase of FCX common
           shares                        (177,755)             -           -
          Other                            10,239              -           -
                                       ----------     ----------  ----------
          Net cash used in
           financing activities          (103,984)      (111,795)   (274,946)
                                       ----------     ----------  ----------
          Net decrease in cash and
           short-term investments             (78)          (256)   (174,333)
          Cash and short-term investments
           at beginning of year               171            427     174,760
                                       ----------     ----------  ----------
          Cash and short-term investments
           at end of year              $       93     $      171  $      427 
                                       ==========     ==========  ==========
          Interest paid                $   23,237     $    7,788  $      213
                                       ==========     ==========  ==========
          Taxes paid                   $   34,871     $   29,871  $   22,723
                                       ==========     ==========  ==========

          The footnotes contained in FCX's 1995 Annual Report to
          stockholders are an integral part of these statements.

                                 F-3




                         Freeport-McMoRan Copper & Gold Inc.

                                    EXHIBIT INDEX
                                                              Sequentially
          Exhibit                                               Numbered
           Number                                                  Page
          -------                                             ------------
          2.1      Agreement, dated  as of  May 2,  1995 by
                   and between  FTX  and  FCX  and  The RTZ
                   Corporation PLC, RTZ  Indonesia Limited,
                   and  RTZ   America,   Inc.   (the   "RTZ
                   Agreement").  Incorporated  by reference
                   to Exhibit 2.1 to  the Current Report on
                   Form 8-K  of  FTX dated  as  of  May 26,
                   1995.

          2.2      Amendment dated May 31,  1995 to the RTZ
                   Agreement.  Incorporated by reference to
                   Exhibit 2.1 to  the Quarterly  Report on
                   Form 10-Q of  FTX for  the quarter ended
                   June 30, 1995.

          2.3      Distribution Agreement dated  as of July
                   5,  1995   between   FTX   and   FCX.   
                   Incorporated by reference to Exhibit 2.1
                   to the Quarterly Report  on Form 10-Q of
                   FTX for the quarter  ended September 30,
                   1995 (the "FTX  1995 Third  Quarter Form
                   10-Q").
         
          3.1      Composite copy  of  the  Certificate  of
                   Incorporation of  FCX.   Incorporated by
                   reference  to   Exhibit   3.1   to   the
                   Quarterly Report on Form 10-Q of FCX for
                   the quarter  ended  June  30,  1995 (the
                   "FCX 1995 Second Quarter Form 10-Q").

          3.2      By-Laws   of    FCX,   as    amended.   
                   Incorporated by reference to Exhibit 3.2
                   to the FCX 1995  Second Quarter Form 10-
                   Q.

          4.1      Certificate of  Designations  of  the 7%  
                   Convertible Exchangeable Preferred Stock
                   (the "Special Preference Stock") of FCX.
                   Incorporated  by  reference  to Exhibit
                   4.1 to the FCX  1995 Second Quarter Form
                   10-Q. 

           4.2     Deposit Agreement dated  as of  July 21,   
                   1992   among   FCX,    Chemical   Mellon
                   Shareholder   Services,    L.L.C.,    as
                   Depositary, and  holders  of  depositary
                   receipts     ("Depositary     Receipts")
                   evidencing  certain  Depositary  Shares,
                   each of which, in  turn, represents 0.05
                   shares of  Special  Preference  Stock.  
                   Incorporated by  reference to  Exhibit 2
                   to the Form 8 Amendment No. 1 dated July
                   16, 1992 (the "Form 8 Amendment") to the
                   Application for Registration on Form 8-A
                   of  FCX  dated  July  2,  1992.

          4.3      Form    of    Depositary    Receipt.
                   Incorporated by  reference to  Exhibit 1
                   to the Form 8 Amendment.

          4.4      Certificate  of   Designations   of  the
                   Step-Up Convertible  Preferred  Stock of
                   FCX.    Incorporated   by  reference  to
                   Exhibit  4.2  to  the  FCX  1995  Second
                   Quarter Form 10-Q.

          4.5      Deposit Agreement  dated as  of  July 1,    
                   1993   among   FCX,    Chemical   Mellon
                   Shareholder   Services,    L.L.C.,    as
                   Depositary, and  holders  of  depositary
                   receipts ("Step-Up Depositary Receipts")
                   evidencing  certain  Depositary  Shares,
                   each of which, in  turn, represents 0.05
                   shares of Step -Up Convertible  Preferred
                   Stock.   Incorporated  by  reference  to
                   Exhibit 4.5 to the Annual Report on Form
                   10-K of  FCX for  the fiscal  year ended
                   December 31,  1993 (the  "FCX  1993 Form
                   10-K").

          4.6      Form of  Step-Up  Depositary  Receipt.  
                   Incorporated by reference to Exhibit 4.6
                   to the FCX 1993 Form 10-K.

          4.7      Certificate  of   Designations   of  the  
                   Gold-Denominated Preferred Stock of FCX.
                   Incorporated  by  reference  to Exhibit
                   4.3 to the FCX  1995 Second Quarter Form
                   10-Q.

          4.8      Deposit Agreement dated as of August 12,
                   1993   among   FCX,    Chemical   Mellon
                   Shareholder   Services,    L.L.C.,    as
                   Depositary, and  holders  of  depositary
                   receipts  ("Gold -Denominated  Depositary
                   Receipts") evidencing certain Depositary
                   Shares,  each   of   which,   in   turn,
                   represents      0.05      shares      of
                   Gold-Denominated   Preferred   Stock.   
                   Incorporated by reference to Exhibit 4.8
                   to the FCX 1993 Form 10-K. 

          4.9      Form  of   Gold-Denominated   Depositary
                   Receipt.   Incorporated by  reference to
                   Exhibit 4.9 to the FCX 1993 Form 10-K.

          4.10     Certificate  of   Designations   of  the
                   Gold-Denominated Preferred Stock, Series
                   II  (the   "Gold -Denominated   Preferred
                   Stock II")  of  FCX.    Incorporated  by
                   reference to Exhibit 4.4 to the FCX 1995
                   Second Quarter Form 10-Q.

          4.11     Deposit Agreement  dated  as  of January
                   15, 1994,  among  FCX,  Chemical  Mellon
                   Shareholder   Services,    L.L.C.,    as
                   Depositary, and  holders  of  depositary
                   receipts      ("Gold -Denominated      II
                   Depositary Receipts") evidencing certain
                   Depositary Shares,  each  of  which,  in
                   turn,   represents   0.05    shares   of
                   Gold-Denominated Preferred  Stock  II.  
                   Incorporated by reference to Exhibit 4.2
                   to the Quarterly Report  on Form 10 -Q of
                   FCX for the quarter ended March 31, 1994
                   (the  "FCX   1994  First   Quarter  Form
                   10-Q").

          4.12     Form of  Gold-Denominated II  Depositary
                   Receipt.   Incorporated by  reference to
                   Exhibit  4.3  to  the   FCX  1994  First
                   Quarter Form 10-Q.

          4.13      Certificate  of   Designations   of  the 
                   Silver-Denominated  Preferred  Stock  of
                   FCX.    Incorporated   by  reference  to
                   Exhibit  4.5  to  the  FCX  1995  Second
                   Quarter Form 10-Q.

          4.14     Deposit Agreement dated  as of  July 25,  
                   1994   among   FCX,    Chemical   Mellon
                   Shareholder   Services,    L.L.C.,    as
                   Depositary, and  holders  of  depositary
                   receipts ("Silver -Denominated Depositary
                   Receipts") evidencing certain Depositary
                   Shares,  each   of   which,   in   turn,
                   initially  represents  0.025  shares  of
                   Silver-Denominated  Preferred   Stock.  
                   Incorporated by reference to Exhibit 4.2
                   to the July 15, 1994 Form 8-A.

          4.15     Form  of  Silver-Denominated  Depositary
                   Receipt.   Incorporated by  reference to
                   Exhibit 4.1 to  the July  15, 1994, Form
                   8-A.

          4.16     $550 million  Composite  Restated Credit
                   Agreement dated as of July 17, 1995 (the
                   "PT-FI Credit  Agreement")  among PT -FI,
                   FCX, the several  financial institutions
                   that are  parties  thereto  (the  "PT -FI
                   Banks"),  First   Trust  of   New  York,
                   National Association,  as  PT-FI  Trustee
                   (the  "PT -FI  Trustee"),  and   Chemical
                   Bank, as  administrative  agent  and FCX
                   collateral  agent   (the   "PT -FI   Bank
                   Agent") and  the  Chase  Manhattan  Bank
                   (National Association),  as  documentary
                   agent.

          4.17     Credit Agreement  dated as  of  June 30,
                   1995  among  PT-FI,   FCX,  the  several
                   financial institutions that  are parties
                   thereto,  First   Trust  of   New  York,
                   National Association, as  PT-FI Trustee,
                   Chemical Bank, as  administrative agent,
                   and The  Chase Manhattan  Bank (National
                   Association),  as  documentary  agent.  
                   Incorporated by reference to Exhibit 4.2
                   to the FCX 1995 Third Quarter Form 10-Q.

           4.18    Term Loan and  Working Capital Agreement 
                   dated as of November  4, 1994 (the "RTML
                   Term Loan") among Rio  Tinto Metal, S.A.
                   ("RTML"), the Lenders and Barclays Bank
                   PLC   as    Agent   (the    "Agent").   
                   Incorporated  by  reference  to  Exhibit
                   4.21 to the FCX 1994 Form 10-K.

           4.19    Amendment No.   1 dated  as of  March 7,  
                   1995 to the  RTML Term  Loan among RTML,
                   the Lenders and the Agent.  Incorporated
                   by reference to Exhibit  4.22 to the FCX
                   1994 Form 10-K.

          10.1     Contract of Work dated December 30, 1991 
                   between The  Government of  the Republic
                   of Indonesia and PT-FI.  Incorporated by
                   reference to  Exhibit 10.20  to  the FCX
                   1991 Form 10-K.

          10.2     Contract of Work  dated August  15, 1994 
                   between The  Government of  the Republic
                   of  Indonesia  and   P.T.  IRJA  Eastern
                   Minerals Corporation.

          10.3     Concentrate Sales Agreement  dated as of 
                   December 30, 1990  between FII  and Dowa
                   Mining Co.,  Ltd.,  Furukawa  Co., Ltd.,
                   Mitsubishi Materials Corporation, Mitsui
                   Mining &  Smelting  Co.,  Ltd., Nittetsu
                   Mining Co.,  Ltd.,  Nippon  Mining  Co.,
                   Ltd.   and  Sumitomo  Metal  Mining Co.,
                   Ltd.  (Confidential  information omitted
                   and filed separately with the Securities
                   and     Exchange     Commission     (the
                   "Commission").)       Incorporated    by
                   reference to Exhibit 10.3  to the Annual
                   Report on  Form  10 -K  of  FCX  for  the
                   fiscal year ended December 31, 1990.

          10.4     Joint    Venture    and    Shareholder's
                   Agreement entered into as of October 25,
                   1995   between    Mitsubish    Materials
                   Corporation,  PT-FI  and   Fluor  Daniel
                   Asia, Inc.

                   Executive   Compensation    Plans    and
                   Arrangements  (Exhibits   10.5   through
                   10.14)

          10.5     Annual Incentive Plan of FCX.

          10.6     1995  Long-Term   Performance  Incentive   
                   Plan of FCX.

          10.7     FCX   Performance    Incentive    Awards
                   Program.

          10.8     FCX President's Award Program.     

          10.9     FCX  Adjusted   Stock   Award   Plan.  
                   Incorporated  by  reference  to  Exhibit
                   4(c) to  the  Registration  Statement on
                   Form  S-8  of  FCX  as  filed  with  the
                   Commission   on    October    6,    1995
                   (Registration No. 33-63267).

          10.10    FCX   1995    Stock   Option    Plan.   
                   Incorporated  by  reference  to  Exhibit
                   4(c) to  the  Registration  Statement on
                   Form  S-8  of  FCX  as  filed  with  the
                   Commission   on    October    6,    1995
                   (Registration No. 33-63269).

          10.11    FCX 1995  Stock  Option  Plan  for  Non-  
                   Employee  Directors.    Incorporated  by
                   reference  to   Exhibit   4(c)   to  the
                   Registration Statement  on  Form  S-8 of
                   FCX as  filed  with  the  Commission  on
                   October 6,  1995  (Registration  No. 33-
                   63271).

          10.12    Financial  Counseling  and   Tax  Return 
                   Preparation and Certification Program of
                   FCX.

          10.13    FM    Services    Company    Performance
                   Incentive Awards Program.

          10.14    Financial  Counseling  and   Tax  Return
                   Preparation and Certification Program of
                   FM Services Company. 

          10.15    Credit Agreement  dated as  of  June 30,
                   1995 among  FM Properties  Operating Co.
                   ("FMPOC"),  FTX,  FCX,   certain  banks,
                   Chemical Bank,  as  Administrative Agent
                   and  Collateral  Agent,  and  The  Chase
                   Manhattan Bank  (National  Association),
                   as Documentary  Agent.   Incorporated by
                   reference to Exhibit 4.2 to the FTX 1995
                   Third Quarter Form 10-Q.

          10.16    FCX Guaranty Agreement dated  as of July  
                   17, 1995.  Incorporated  by reference to
                   Exhibit  4.4  to  the   FCX  1995  Third
                   Quarter Form 10-Q.

          10.17    Second   Amended   and   Restated   Note
                   Agreement dated  as  of  June  30,  1995
                   among FMPOC,  FTX,  FCX,  Chemical Bank,
                   and Hibernia National Bank, individually
                   and as Agent.  Incorporated by reference
                   to Exhibit  4.4  to the  FTX  1995 Third
                   Quarter Form 10-Q.

          10.18    First Amendment  to  Second  Amended and    
                   Restated  Note  Agreement  dated  as  of
                   December 31, 1995 among FMPOC, FTX, FCX,
                   Hibernia  National  Bank,  and  Chemical
                   Bank, as agent.

          12.1     FCX Computation of Ratio  of Earnings to 
                   Fixed Charges.

          13.1     Those portions of the 1995 Annual Report  
                   to  stockholders   of   FCX   which  are
                   incorporated herein by reference.

          21.1     Subsidiaries of FCX.

          23.1     Consent of  Arthur  Andersen  LLP  dated
                   March 26, 1996.

          23.2     Consent    of     Independent     Mining
                   Consultants, Inc. dated March 26, 1996.

          24.1     Certified resolution  of  the  Board  of
                   Directors of FCX authorizing this report
                   to be signed on behalf of any officer or
                   director  pursuant   to   a   Power   of
                   Attorney.

          24.2     Powers of  Attorney  pursuant  to  which
                   this report has been signed on behalf of
                   certain officers and directors of FCX.

          27.1     FCX Financial Data Schedule.