Filed pursuant to Rule 424(b)(3)
Registration No. 333-72760
Prospectus Supplement No. 5 to Prospectus
Freeport-McMoRan Copper & Gold Inc.
FCX Investment Ltd.
$603,750,000
8 1/4% Convertible Senior Notes due 2006
Freeport-McMoRan Copper & Gold Inc.
42,220,280 Shares of Class B Common Stock
____________________
This prospectus supplement relates to the resale by the
selling securityholders listed below of 8 1/4% Convertible Senior
Notes due 2006 of Freeport-McMoRan Copper & Gold Inc. and its
wholly owned subsidiary, FCX Investment Ltd., and the shares of
class B common stock of Freeport-McMoRan Copper & Gold Inc.
issuable upon the conversion of the notes. You should read this
prospectus supplement together with the prospectus dated March
12, 2002, and the prospectus supplements No. 1 dated April 15,
2002, No. 2 dated April 29, 2002, No. 3 dated June 3, 2002, and
No. 4 dated June 28, 2002, which are to be delivered with this
prospectus supplement.
The table below (1) sets forth additional and updated
information with respect to the principal amount of notes owned
by each selling securityholder, and the shares of common stock
into which such notes are convertible, that may be offered under
the prospectus and the prospectus supplements by the selling
securityholders; and (2) supplements and, to the extent
inconsistent with, amends both the table appearing in the section
entitled "Selling Securityholders" beginning on page 43 of the
prospectus and the tables set forth in the prospectus
supplements. To the extent a selling securityholder is listed
both in the table below and in any of the tables appearing in the
prospectus and the prospectus supplements, the information set
forth below regarding that selling securityholder supercedes the
information set forth in the prospectus and the prospectus
supplements.
The information is based on information provided by or on
behalf of the selling securityholders. The selling
securityholders identified below may have sold, transferred or
otherwise disposed of all or a portion of their notes or common
stock since the date on which they provided the information
regarding their notes or common stock in transactions exempt from
the registration requirements of the Securities Act of 1933.
Because the selling securityholders may offer all or some portion
of the notes or the common stock to be offered by them, we cannot
estimate the amount of any sales.
Number of
Principal Shares
Amount of Percentage of Common
Notes of Stock
Name of Selling Owned and Notes That May
Securityholder Offered Outstanding Be Sold (1)
--------------------------- ---------- ------------ -----------
JP Morgan Securities Inc. 9,133,000 1.51% 638,671
Merill Lynch, Pierce,
Fenner & Smith, Inc. 965,000 * 67,482
Victory Capital Management
as Trustee for Parker Key
/ Convertible 350,000 * 24,475
------------
* Less than 1%
(1) The notes are convertible into shares of class B common
stock at a conversion price (subject to adjustment) of $14.30 per
share.
----------------------
Investing in the notes involves significant risks that are
described in the "Risk Factors" section beginning on page 10 of
the prospectus.
----------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities or passed on the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
----------------------
The date of this Prospectus Supplement is July 29, 2002.