Exhibit 4.7

              CERTIFICATE OF DESIGNATIONS

                          OF

           GOLD-DENOMINATED PREFERRED STOCK
              (Par Value $0.10 Per Share)

                          OF

          FREEPORT-McMoRan COPPER & GOLD INC.


           Pursuant to Section 151(g) of the
   General Corporation Law of the State of Delaware




         We, the undersigned, being a Vice President
and the Secretary, respectively, of Freeport-McMoRan
Copper & Gold Inc. (hereinafter called the
"Corporation"), a corporation organized and existing
under and by virtue of the provisions of the General
Corporation Law of the State of Delaware,

         DO HEREBY CERTIFY:

         FIRST.  The Certificate of Incorporation of
the Corporation, as amended (hereinafter called the
"Certificate of Incorporation"), authorizes the
issuance of 2,000,000 shares of Preferred Stock, par
value $0.10 per share, of which 700,000 shares have
been issued.  The Board of Directors of the
Corporation is authorized by the Certificate of
Incorporation to provide, without further stockholder
action, for the issuance of any or all of the shares
of the Preferred Stock in one or more series, with
such designation, powers, preferences and relative,
participating, optional or other rights, and any
qualifications, limitations or restrictions thereof,
as may be determined by the Board of Directors of the
Corporation with respect to each particular series
prior to the issue thereof.

         SECOND.  The Board of Directors of the
Corporation, acting by Unanimous Written Consent dated
July 21, 1993, and a Special Committee thereof,
pursuant to authority specifically granted to it by
such Board of Directors, acting by Unanimous Written
Consent dated August 5, 1993, duly adopted the
following resolutions authorizing the creation and
issuance of a series of Preferred Stock to be known as
"Gold-Denominated Preferred Stock."

         RESOLVED, that the Board of Directors,
pursuant to authority vested in it by the provisions
of the Certificate of Incorporation of the
Corporation, hereby authorizes the issuance of a
series of Preferred Stock of the Corporation and
hereby fixes the number, designation, preferences,
rights and any qualifications, limitations or
restrictions thereof as follows:

         1.  Designation.  (a)  300,000 shares of
Preferred Stock of the Corporation are hereby
constituted as a series of Preferred Stock designated
as "Gold-Denominated Preferred Stock" (hereinafter
called "this Series").  Each share of this Series
shall be identical in all respects with the other
shares of this Series.  The Board of Directors is
authorized to increase or decrease (but not below the
number of shares of this Series then outstanding) the
number of shares of this Series.

         (b)  Shares of this Series which have been
redeemed for cash as hereinafter provided or purchased
by the Corporation shall be canceled, and shall revert
to authorized but unissued shares of Preferred Stock
undesignated as to series, and may be reissued as a
part of this Series or may be reclassified and
reissued as part of a new or existing series of
Preferred Stock to be created by resolution or
resolutions of the Board of Directors, all subject to
the conditions or restrictions on issuance set forth
in any resolution or resolutions adopted by the Board
of Directors providing for the issue of such series of
Preferred Stock.

         2.  Dividends.  (a)  The holders of shares of
this Series shall be entitled to receive, but only out
of funds legally available therefor, cash dividends as
hereinafter provided.  Such dividends shall be paid
when, as and if declared by the Board of Directors on
the first day of February, May, August and November in
each year commencing November 1, 1993 and ending
August 1, 2003 (each such date being referred to
herein as a "Dividend Payment Date") to holders of
record on the record date determined by the Board of
Directors in advance of the payment of each particular
dividend; provided that dividends payable on August 1,
2003 (the "Mandatory Redemption Date") shall be paid
as provided in Section 4.  Such dividends shall be
cumulative from the date of original issuance of the
shares of this Series.

         (b)  So long as any shares of this Series
shall be outstanding, the Corporation shall not,
unless full cumulative dividends for all past dividend
periods shall have been paid or declared and set apart
for payment upon all outstanding shares of this Series
and the shares of any other class or series of
Preferred Stock, the 7% Convertible Exchangeable
Special Preference Stock (hereinafter called the
"Special Preference Stock") and any other class or
series of stock of the Corporation ranking, as to
dividends, on a parity with shares of this Series (the
shares of any other class or series of Preferred
Stock, the Special Preference Stock and any other
class or series of stock of the Corporation ranking,
as to dividends, on a parity with shares of this
Series being herein referred to as "Parity Dividend
Stock"), (i) declare, pay or set apart any amounts for
dividends on, or make any other distribution in cash
or other property in respect of, the Class A Common
Stock of the Corporation (the "Class A Common Stock"),
the Class B Common Stock of the Corporation ("Class B
Common Stock") or any other stock of the Corporation
ranking junior to this Series as to dividends or
distribution of assets upon liquidation, dissolution
or winding up of the affairs of the Corporation (the
Class A Common Stock, the Class B Common Stock and any
such other stock being herein referred to as "Junior
Stock"), other than a dividend payable solely in
Junior Stock, (ii) purchase, redeem or otherwise
acquire for value any shares of Junior Stock, directly
or indirectly, other than as a result of a
reclassification, exchange or conversion of one Junior
Stock for or into another Junior Stock, or other than
through the use of proceeds of a substantially
contemporaneous sale of other Junior Stock, or (iii)
make any payment on account of, or set aside money
for, a sinking or other like fund for the purchase,
redemption or other acquisition for value of any
shares of Junior Stock.

         (c)  If the funds available for the payment
of dividends are insufficient to pay in full the
dividends payable on all outstanding shares of this
Series and shares of Parity Dividend Stock, the total
available funds to be paid in partial dividends on the
shares of this Series and shares of Parity Dividend
Stock shall be divided among this Series and the
Parity Dividend Stock in proportion to the aggregate
amounts of dividends accrued and unpaid with respect
to this Series and the Parity Dividend Stock.
Accruals of dividends shall not bear interest.

         3.  Dividend Rate.  (a)  The Dividend Rate
per quarter on each share of this Series shall be an
amount equal to the Dollar Equivalent Value (as
defined below) of 0.0175 ounces of gold.  "Dollar
Equivalent Value" means the applicable Reference Gold
Price multiplied by the applicable number of ounces of
gold.  "Reference Gold Price" means, when used to
calculate the amount of any dividend payable on any
Dividend Payment Date (other than the Mandatory
Redemption Date, as to which the calculation shall be
made as provided in Section 4) the arithmetic average
of the London P.M. gold fixing price for an ounce of
gold in the London bullion market on each of the five
trading days ending on the second trading day prior to
the last day of the calendar quarter immediately
preceding such Dividend Payment Date, as published in
The Wall Street Journal (Eastern Edition) (or, if such
prices are not published in The Wall Street Journal,
as published in the Financial Times).  If for any
reason gold is not traded during any relevant period
in the London bullion market or is not quoted in U.S.
dollars in such market, gold will be valued during
such period or portion thereof, as the case may be, on
the basis of trading prices, quoted in U.S. dollars,
in the then principal international trading market for
gold as determined by the Corporation's Board of
Directors.  On or before the fifth business day
preceding each record date for the payment of a
dividend in respect of the shares of this Series, the
Corporation will cause to be published in The Wall
Street Journal (Eastern Edition) or, if such newspaper
is not then published, in a newspaper or other
publication of national circulation, the amount of the
dividend payable in respect of each share of this
Series on the next succeeding Dividend Payment Date.

         (b)  Dividends in respect of the first
Dividend Period shall accrue from the date of original
issuance of the shares of this Series and shall be
calculated on the basis of a year of 360 days
consisting of 12 30-day months.  The term "Dividend
Period", as used herein, means (i), with respect to
the November 1, 1993 Dividend Payment Date, the period
from the date of original issuance of the shares of
this Series to and including such Dividend Payment
Date, and (ii), with respect to any other Dividend
Payment Date, the period commencing on the day
following the immediately preceding Dividend Payment
Date to and including such Dividend Payment Date.

         4.  Redemption.  (a)  The shares of this
Series shall be subject to mandatory redemption by the
Corporation, out of funds legally available therefor,
on the Mandatory Redemption Date at the Dollar
Equivalent Value of 2.0 ounces of gold per share plus
accrued and unpaid dividends (as hereinafter defined)
to the Mandatory Redemption Date.

         (b)  The shares of this Series shall not be
subject to redemption at the option of the Corporation
except as described in this Section 4(b).  If on any
Dividend Payment Date the total number of shares of
this Series outstanding shall be less than 15% of the
total number of shares of this Series outstanding on
the 40th day following the date of original issuance
of the shares of this Series, the Corporation shall
have the option to redeem the outstanding shares of
this Series, in whole but not in part, out of funds
legally available therefor, at an amount equal to the
Dollar Equivalent Value of 2.0 ounces of gold per
share plus accrued and unpaid dividends (as
hereinafter defined) to the date fixed for redemption.
For purposes of determining the number of shares of
this Series outstanding on any Dividend Payment Date,
the shares of this Series acquired by the Corporation
on or prior to such Dividend Payment Date and not
theretofore canceled (or in the case of any shares of
this Series represented by depositary shares, the
depositary shares representing shares of this Series
acquired by the Corporation on or prior to such
Dividend Payment Date and not theretofore delivered to
the depositary for the depositary shares for
cancellation) shall be deemed to be outstanding.
Notice of any such redemption as described in this
Section 4(b) shall be mailed to holders of the shares
of this Series within 30 days after such Dividend
Payment Date in accordance with the provisions of
Section 4(c).

         (c)  At least 30 days but no more than 60
days prior to the date fixed for redemption of the
shares of this Series in accordance with Section 4(a)
or (b) hereof (the "Call Date"), a written notice will
be mailed to each holder of record (and each
beneficial owner to the extent required by law) of
shares of this Series to be redeemed, notifying each
holder of the Corporation's election to redeem such
shares if such redemption is pursuant to Section 4(b),
setting forth the method for determining the amount
payable per share of this Series on the Call Date,
stating the Call Date and calling upon such holder to
surrender to the Corporation on the Call Date at the
place designated in such notice the certificate or
certificates representing the shares called for
redemption.

         (d)  At any time after a notice of redemption
has been given in the manner prescribed in Section
4(a) or (b) and the amount payable on the date fixed
for redemption can be determined by the Corporation,
and prior to the date fixed for redemption, the
Corporation may deposit in trust, with a bank or trust
company identified in the notice of redemption having
capital, surplus and undistributed profits aggregating
at least $50,000,000, an aggregate amount of funds
sufficient for such redemption (including dividends
accrued on the shares of this Series called for
redemption to the date fixed for redemption) for
immediate payment in the appropriate amounts upon
surrender of certificates for such shares.  Any
interest accrued on such funds shall be paid to the
Corporation from time to time.  Such deposit in trust
shall be irrevocable, except that any funds deposited
by the Corporation which are unclaimed at the end of
two years from the date fixed for such redemption
shall be paid over to the Corporation upon its
request, and upon such repayment the holders of the
shares so called for redemption shall look only to the
Corporation for payment of the appropriate amount.

         (e)  From and after the date of the deposit
of trust funds for the redemption of shares of this
Series in accordance with the provisions of Section
4(d) hereof or, if no such deposit is made, from and
after the date fixed for redemption (unless the
Corporation shall default in making payment of the
amount payable upon such redemption), whether or not
certificates for shares so called for redemption have
been surrendered by the holders thereof as described
below, dividends on the shares of this Series so
called for redemption shall cease to accrue, and such
shares shall be deemed to be no longer outstanding,
and all rights of the holders thereof as stockholders
of the Corporation (except the right to receive from
the Corporation the amount payable upon such
redemption) shall cease and terminate.  Upon surrender
in accordance with the notice of redemption of the
certificates for any shares of this Series so redeemed
(properly endorsed or assigned for transfer if the
Corporation shall so require and the notice shall so
state), the holder thereof shall be entitled to
receive payment of the redemption price plus an amount
equal to all accrued and unpaid dividends as
aforesaid.

         (f)  If the Corporation shall have failed to
redeem all outstanding shares of this Series on the
Mandatory Redemption Date then, until it shall have
redeemed all outstanding Shares of this Series, the
Corporation may not (i) declare, pay or set apart any
amounts for dividends on, or make any other
distribution in cash or other property in respect of,
any Junior Stock other than a dividend payable solely
in Junior Stock, (ii) purchase, redeem or otherwise
acquire for value any shares of Junior Stock, directly
or indirectly, other than as a result of a
reclassification, exchange or conversion of one Junior
Stock for or into another Junior Stock, or other than
through the use of proceeds of a substantially
contemporaneous sale of other Junior Stock, (iii) make
any payment on account of, or set aside money for, a
sinking or other like fund for the purchase,
redemption or other acquisition for value of any
shares of Junior Stock or (iv) purchase, redeem or
otherwise acquire for value any shares of stock of the
Corporation ranking on a parity with the shares of
this Series as to dividends or distribution of assets
upon liquidation, dissolution or winding up ("Parity
Stock").  If the funds available for such mandatory
redemption are insufficient to redeem all outstanding
shares of this Series and any other series of Parity
Stock which the Corporation is then obligated to
redeem or purchase, the total available funds shall be
divided among the shares of this Series and such other
series in proportion to the aggregate amount of
redemption or other purchase obligations with respect
to this Series and such other series.

         (g) (i)  Within 90 days following each
Calculation Date (as defined below), the Corporation
shall be required to prepare a certificate (a
"Corporation Certificate") setting forth its
determination of the Reserve Coverage Ratio (as
defined below) as of such Calculation Date.  If the
Reserve Coverage Ratio, as shown on the Corporation
Certificate prepared with respect to any Calculation
Date is less than 5.0, the Corporation will be
required to make an offer (a "Reserve Coverage Offer")
to purchase, out of funds legally available therefor,
at a price equal to the Dollar Equivalent Value of 2.0
ounces of gold per share of this Series plus accrued
and unpaid dividends (as hereinafter defined) through
the Purchase Date (as hereinafter defined), the
smallest number of shares of this Series (rounded to
the nearest 500 shares) such that, if all such shares
had been repurchased on the relevant Calculation Date,
the Reserve Coverage Ratio on that date would have
been greater than or equal to 5.0.  If the Corporation
Certificate prepared with respect to any Calculation
Date shows that the Reserve Coverage Ratio is less
than 5.0, the Corporation shall include on such
Certificate its calculation of the number of shares of
this Series for which it is required to make an offer
(the "Offer Amount").

         (ii)  If required to make a Reserve Coverage
Offer, the Corporation will commence such offer not
more than 60 days after the date of the Corporation
Certificate by mailing a notice to all holders of
record of the shares of this Series setting forth (A)
that such notice is being given pursuant to a Reserve
Coverage Offer, (B) the Offer Amount, (C) the method
for determining the amount payable per share of this
Series on the Purchase Date, (D) the last date ("the
Purchase Date"), which shall not be less than 30 nor
more 60 days after the date of such notice, by which a
holder must elect whether to accept the Reserve
Coverage Offer, (E) the procedures that such holder
must follow to exercise its rights and (F) the
procedures for withdrawing an election.  The
Corporation shall also cause a copy of such notice to
be published in The Wall Street Journal (Eastern
Edition) or another daily newspaper of national
circulation.

        (iii) Holders electing to have shares of this
Series purchased by the Corporation pursuant to a
Reserve Coverage Offer will be required to surrender
the certificates representing such shares, with an
appropriate form duly completed, to the Corporation
prior to the Purchase Date.  Holders will be entitled
to withdraw an election by a written notice of
withdrawal delivered to the Corporation prior to the
close of business on the Purchase Date.  The notice of
withdrawal shall state the number of shares of this
Series and certificate numbers to which the notice of
withdrawal relates and the number of shares and
certificate numbers, if any, which remain subject to
the election.  If the aggregate number of shares of
this Series tendered exceeds the Offer Amount, the
Corporation will select the shares of this Series to
be purchased on a pro rata basis as nearly as
practicable.  The Corporation shall, as promptly as
reasonably practicable after the Purchase Date, cause
payment to be mailed or delivered to each tendering
holder in the amount of the purchase price, and any
unpurchased shares of this Series to be returned to
the holder thereof.

         (h)  If, at the time of the mandatory
redemption on the Mandatory Redemption Date or a
Reserve Coverage Offer, the funds of the Corporation
legally available for redemption or repurchase of the
shares of this Series are insufficient to redeem or
repurchase such shares, those funds legally available
shall be used to redeem or repurchase the maximum
possible number of shares, pro rata based upon the
number of shares to be redeemed or delivered for
purchase, as the case may be.  At any time thereafter
when additional funds of the Corporation become
legally available for such purpose, such funds shall
immediately be used to redeem or purchase, as the case
may be, any additional shares of this Series which the
Corporation is obligated to redeem or purchase, as the
case may be, but which it has not so redeemed or
purchased.

         (i)  The Corporation shall not have the right
to redeem shares of this Series pursuant to Section
4(a) or (b) unless full cumulative dividends for all
past dividend periods shall have been paid or declared
and set aside for payment upon all outstanding shares
of this Series and all outstanding shares of other
series of stock of the Corporation ranking, as to
dividends, on a parity with the shares of this Series.

         (j)  The Corporation will not consummate or
permit any subsidiary to consummate any transaction
involving the Corporation which would cause the
Reserve Coverage Ratio to fall below 5.0 unless,
immediately following consummation of such
transaction, the Company will have sufficient legally
available funds to complete any Reserve Coverage Offer
required as a result thereof.

         (k)  Definitions.  For purposes of this
Section 4, the following terms shall have the meanings
indicated:

         (i)  "accrued and unpaid dividends" per share
of this Series (A) upon redemption on the Mandatory
Redemption Date, (B) in the case of any Reserve
Coverage Offer, (C) in the case of any optional
redemption and (D) in the case of a liquidation event,
shall be equal to the sum of (x) the aggregate amount
of any accrued and unpaid dividends on such share
through the next preceding Dividend Payment Date
(calculated as provided in Section 3) plus (y) a
proportionate amount of the regular quarterly dividend
at the Dividend Rate for the period from the day
following the immediately preceding Dividend Payment
Date through the redemption date, Purchase Date or
date of liquidating distribution (calculated on the
basis of a year of 360 days consisting of twelve 30-
day months) multiplied by the Reference Gold Price
used to calculate the other amounts payable to holders
of the shares of this Series in connection with such
redemption, purchase or liquidation event. If a
quarterly dividend is not declared and paid as
provided in Section 3, the unpaid dividend that shall
cumulate for such Dividend Period will be the amount
of the dividend that would have been payable on the
Dividend Payment Date if such dividend had been timely
paid.

         (ii)  "Calculation Date" means (i) December
31 of each year and (ii) the date of the consummation
of each transaction undertaken by the Corporation or
any subsidiary of the Corporation which would either
(a) cause the Reserve Amount, as estimated by the
Corporation, to decrease by 50% or more from the
preceding Calculation Date or (b) cause the Reserve
Coverage Ratio, as estimated by the Corporation, to
fall below 5.0.

         (iii)  The "Gold Amount" as of any
Calculation Date means the product of (x) 2.0 ounces
of gold and (y) the number of shares of this Series
issued and outstanding as of such Calculation Date
less the number of shares of this Series acquired by
the Corporation on or prior to the date of preparation
of a Corporation Certificate with respect to such
Calculation Date.

         (iv)  The "Reference Gold Price," when used
to calculate any amount payable with respect to the
shares of this Series (other than dividends payable on
any Dividend Payment Date other than the Mandatory
Redemption Date) or to purchase any shares of this
Series on any date means the arithmetic average of the
London P.M. gold fixing price for an ounce of gold in
the London bullion market, as published in The Wall
Street Journal (Eastern Edition) (or, if such prices
are not published in The Wall Street Journal (Eastern
Edition), as published in the Financial Times) on each
of the twenty trading days ending on the second
trading day prior to (i) in the case of the mandatory
redemption of shares of this Series, the Mandatory
Redemption Date, (ii) in the case of any offer to
purchase shares of this Series due to a failure to
meet the minimum Reserve Coverage Ratio on any
Calculation Date, the date of commencement of such
Reserve Coverage Offer, (iii) in the case of any
optional redemption of shares of this Series, the date
fixed for such redemption and (iv) in the case of a
liquidation event, the date 30 days prior to the date
fixed for the liquidating distribution.  If for any
reason gold is not traded during any relevant period
in the London bullion market or is not quoted in U.S.
dollars in such market, gold will be valued during
such period or portion thereof, as the case may be, on
the basis of trading prices, quoted in U.S. dollars,
in the then principal international trading market for
gold as determined by the Corporation's Board of
Directors.

         (v)  The "Reserve Amount" as of any
Calculation Date means the Corporation's Proportionate
Interest in the estimated proved and probable gold
reserves of the Corporation and of any entity in which
the Corporation has a direct or indirect beneficial
ownership interest.  The estimated proved and probable
gold reserves shall be determined based upon
evaluation methods generally applied by the mining
industry.  The Corporation's "Proportionate Interest"
in any estimated proved and probable gold reserves
shall be the Corporation's direct or indirect
beneficial ownership interest in such reserves, giving
effect to reductions required to reflect any
beneficial ownership interest of any person other than
the Corporation in such reserves.

         (vi)  The "Reserve Coverage Ratio" shall be
determined as of each Calculation Date by dividing (i)
the Reserve Amount as of such Calculation Date by (ii)
the Gold Amount as of such date.

         5.  Voting Rights.  (a)  Except for the
voting rights described below and except as otherwise
provided by law, the holders of shares of this Series
shall not be entitled to vote on any matter or to
receive notice of, or to participate in, any meeting
of the stockholders of the Corporation.  Each share of
Preferred Stock of this Series will be entitled to one
vote on matters which holders of such series are
entitled to vote.

         (b)  Whenever dividends payable on shares of
this Series shall be in default in an aggregate amount
equal to or exceeding six full quarterly dividends on
all shares of this Series at the time outstanding, the
number of directors then constituting the Board of
Directors of the Corporation shall be increased by
two, and holders of shares of this Series shall, in
addition to any other voting rights, have the right,
voting separately as a class together with holders of
all other series of stock of the Company ranking on a
parity with shares of this Series either as to
dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which
like voting rights have been conferred and are
exercisable (such other series of stock being herein
referred to as "Other Voting Stock"), to elect such
two additional directors.  In such case, the Board of
Directors will be increased by two directors, and the
holders of shares of this Series (either alone or with
the holders of Other Voting Stock) will have the
exclusive right as members of such class, as described
above, to elect two directors at the next annual
meeting of stockholders.  Whenever such right of the
holders of shares of this Series shall have vested,
such right may be exercised initially either at a
special meeting of such holders as provided in Section
5(c) hereof or at any annual meeting of stockholders
held for the purpose of electing directors, and
thereafter at such annual meetings.  The right of the
holders of shares of this Series to vote together as a
class with the holders of shares of any Other Voting
Stock shall continue until such time as all dividends
accrued on outstanding shares of this Series to the
Dividend Payment Date next preceding the date of any
such determination shall have been paid in full, or
declared and set apart in trust for payment, at which
time the right of the holders of shares of this Series
so to vote shall terminate, except as herein or by law
expressly provided, subject to revesting upon the
occurrence of a subsequent default of the character
mentioned above.

         (c)  At any time when the right of the
holders of shares of this Series to elect directors as
provided in Section 5(b) hereof shall have vested, and
if such right shall not already have been initially
exercised, a proper officer of the Corporation, upon
the written request of the holders of record of at
least 10% of the aggregate number of shares of this
Series and shares of any Other Voting Stock at the
time outstanding, addressed to the Secretary of the
Corporation, shall call a special meeting of the
holders of shares of this Series and of such Other
Voting Stock for the purpose of electing directors.
Such meeting shall be held at the earliest practicable
date upon the same form of notice as is required for
annual meetings of stockholders at the place for the
holding of annual meetings of stockholders of the
Corporation (or such other suitable place as is
designated by such officer).  If such meeting shall
not be called by a proper officer of the Corporation
within 20 days after personal service of such written
request upon the Secretary of the Corporation, or
within 20 days after mailing the same within the
United States of America, addressed to the Secretary
of the Corporation at its principal office (such
mailing to be evidenced by the registry receipt issued
by the postal authorities), then the holders of record
of at least 10% of the aggregate number of shares of
this Series and shares of any Other Voting Stock at
the time outstanding may designate in writing one of
their number to call such a meeting at the expense of
the Corporation, and such meeting may be called by
such person so designated upon the same form of notice
as is required for annual meetings of stockholders and
shall be held at the place for the holding of annual
meetings of stockholders of the Corporation (or such
other suitable place as is designated by such person).
Any holder of shares of this Series so designated
shall have access to the registry books of the
Corporation for the purpose of causing a meeting of
stockholders to be called pursuant to this subsection
(c).  Notwithstanding anything to the contrary
contained in this subsection (c), no such special
meeting shall be called during the period within 90
days immediately preceding the date fixed for the next
annual meeting of stockholders of the Corporation.

         (d)  At any meeting held for the purpose of
electing directors at which holders of shares of this
Series shall have the right, voting together as a
class with holders of shares of any Other Voting Stock
to elect directors as provided in Section 5(b) hereof,
the presence, in person or by proxy, of the holders of
33 1/3% of the aggregate number of shares of this
Series and shares of such Other Voting Stock at the
time outstanding shall be required and be sufficient
to constitute a quorum of such class for the election
of directors pursuant to such Section 5(b).  At any
such meeting or adjournment thereof, (i) the absence
of a quorum of the shares of this Series and shares of
such Other Voting Stock shall not prevent the election
of the directors to be elected otherwise than pursuant
to Section 5(b) hereof and (ii) in the absence of a
quorum, either of the shares of this Series and shares
of such Other Voting Stock or of any other shares of
stock of the Corporation, or both, a majority of the
holders, present in person or by proxy, of the class
or classes of stock which lack a quorum shall have the
power to adjourn the meeting for the election of
directors whom they are entitled to elect, from time
to time without notice other than announcement at the
meeting, until a quorum shall be present.

         (e)  During any period when the holders of
shares of this Series shall have the right to vote
together as a class with the holders of shares of any
Other Voting Stock for directors as provided in
Section 5(b) hereof, (i) the directors so elected by
such holders shall continue in office until their
successors shall have been elected by such holders or
until termination of the rights of such holders to
vote as a class for directors and (ii) any vacancies
in the Board of Directors shall be filled only by a
majority (even if that be only a single director) of
the remaining directors theretofore elected by the
holders of the class or classes of stock which elected
the director whose office shall have become vacant.
Immediately upon termination of the right of holders
of this Series and any Other Voting Stock to vote as a
class for directors, (i) the term of office of the
directors so elected shall terminate and (ii) the
number of directors shall be such number as may be
provided for in the by-laws of the Corporation
irrespective of any increase pursuant to the
provisions of Section 5(b) hereof.

         (f)  In addition to any other vote required
by law, the Corporation shall not (i) amend, alter or
repeal, whether by merger, consolidation or otherwise,
the provisions of the Certificate of Incorporation
(including this Certificate of Designations) so as to
materially and adversely affect any right, preference,
privilege or voting power of this Series or
(ii) create, authorize or issue any series or class of
stock ranking prior, either as to payment of dividends
or distributions of assets upon liquidation,
dissolution or winding up, to this Series, without the
affirmative vote or consent of the holders of at least
two-thirds of the aggregate number of shares of this
Series at the time outstanding, voting as a separate
class; provided, that any increase in the total number
of authorized shares of Class A Common Stock, Special
Stock or Preferred Stock, or the creation,
authorization or issuance of any series of stock
ranking, as to dividends or distribution of assets
upon liquidation, dissolution or winding up of the
affairs of the Corporation, on a parity with the
shares of this Series will not be deemed to materially
and adversely affect such rights, preferences,
privileges or voting powers and provided, further,
that no class vote of the holders of shares of this
Series shall be required if, at or prior to the time
when the actions described in clause (i) or (ii) of
this Section 5(f) shall become effective, provision is
made in accordance with Section 4 hereof for the
redemption of all shares of this Series at the time
outstanding.

         6.  Preference upon Liquidation. (a) In the
event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation, after payment or provision for payment of
the debts and other liabilities of the Corporation and
of dividends and liquidation preferences in respect of
any other stock of the Corporation ranking senior to
the shares of this Series as to such payments, the
holders of shares of this Series shall be entitled to
receive, out of the remaining net assets of the
Corporation, the Dollar Equivalent Value of 2.0 ounces
of gold in cash for each share of this Series, plus an
amount equal to all dividends (whether or not earned
or declared) accrued and unpaid on each such share up
to the date fixed for distribution, before any
distribution shall be made to or set apart for the
holders of any Junior Stock.  If, after payment or
provision for payment of the debts and other
liabilities of the Corporation and of dividends and
liquidation preferences in respect of any other stock
of the Corporation ranking senior to the shares of
this Series as to such payments, the remaining net
assets of the Corporation are not sufficient to pay to
the holders of shares of this Series the full amount
of their preference set forth above, then the
remaining net assets of the Corporation shall be
divided among and paid to the holders of shares of
this Series, holders of shares of any other class or
series of Preferred Stock, holders of shares of
Special Preference Stock and holders of shares of any
other stock of the Corporation on a parity with this
Series as to dividends and distribution of assets upon
liquidation, dissolution or winding up of the affairs
of the Corporation ratably per share in proportion to
the full per share amounts to which they respectively
are entitled.  For purposes of this Section 6(a) and
Section 6(b), a consolidation or merger of the
Corporation with one or more other Corporations or the
sale of all or substantially all of the assets of the
Corporation shall not be deemed to be a voluntary or
involuntary liquidation, dissolution or winding up of
the affairs of the Corporation.

         (b) Subject to the rights of the holders of
shares of any series or class of stock ranking on a
parity as to dividends and distribution of assets upon
liquidation, dissolution or winding up of the affairs
of the Corporation, after payment shall have been made
in full to the holders of this Series as provided in
Section 6(a) and this Section 6(b), the holders of any
Junior Stock shall, subject to the respective terms
and provisions (if any) applying thereto, be entitled
to receive any and all assets remaining to be paid or
distributed, and shares of this Series shall not be
entitled to share therein.

         7.  Taxes.  The Corporation will pay any and
all documentary, stamp or similar taxes payable to the
United States of America or any political subdivision
or taxing authority thereof or therein in respect of
the issue or delivery of certificates for shares of
this Series on redemption of less than all of the
shares represented by any certificate for such shares
surrendered for redemption or pursuant to a Reserve
Coverage Offer; provided, that the Corporation shall
not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or
delivery of certificates for shares of this Series in
a name other than that of the holder of shares of this
Series to be redeemed or repurchased and no such issue
or delivery shall be made unless and until the person
requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation,
that such tax has been paid.  The Corporation extends
no protection with respect to any other taxes imposed
in connection with such redemption or repurchase of
shares of this Series.

         8.  No Other Rights.  The shares of this
Series shall not have any relative, participating,
optional or other special rights and powers other than
as set forth herein and other than any which may be
provided by law.

         IN WITNESS WHEREOF, Freeport-McMoRan Copper &
Gold Inc. has caused its corporate seal to be hereunto
affixed and this Certificate of Designations to be
signed by its Vice President as of this 10th day of
August, 1993.


                       FREEPORT-McMoRan COPPER & GOLD
INC.


                           By:

                               Name: Stephen M. Jones
                               Title: Vice President



(CORPORATE SEAL)


Attest:

By:
    Name: Michael C. Kilanowski
    Title: Secretary