Filed pursuant to Rule 424(b)(3) Registration No. 333-72760 Prospectus Supplement No. 2 to Prospectus Freeport-McMoRan Copper & Gold Inc. FCX Investment Ltd. $603,750,000 81/4% Convertible Senior Notes due 2006 Freeport-McMoRan Copper & Gold Inc. 42,220,280 Shares of Class A Common Stock 42,220,280 Shares of Class B Common Stock ____________________ This prospectus supplement relates to the resale by the selling securityholders listed below of 81/4% Convertible Senior Notes due 2006 of Freeport-McMoRan Copper & Gold Inc. and its wholly owned subsidiary, FCX Investment Ltd., and the shares of class A or class B common stock of Freeport-McMoRan Copper & Gold Inc. issuable upon the conversion of the notes. You should read this prospectus supplement together with the prospectus dated March 12, 2002, and the prospectus supplement No. 1 dated April 15, 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 table set forth in prospectus supplement No. 1. To the extent a selling securityholder is listed both in the table below and in either or both the table appearing in the prospectus and the table appearing in prospectus supplement No. 1, the information set forth below regarding that selling securityholder supercedes the information set forth in either or both the prospectus and the prospectus supplement No. 1. 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. Principal Number of Shares Amount of Notes Percentage of Common Stock Name of Selling Owned and of Notes That May Be Securityholder Offered Outstanding Sold (1) ------------------------- ----------- --------- ----------- American International $ 5,000 * 349 Group- VC I Value Fund American Samoa Government 42,000 * 2,937 BP Amoco PLC Master Trust 1,552,000 * 108,531 EQ/Putnam Growth & Income 274,000 * 19,160 Portfolio Estate of James Campbell, 262,000 * 18,321 The Hotel Union & Hotel 451,000 * 31,538 Industry of Hawaii Pension Plan James Campbell Corporation, 351,000 * 24,545 The Jefferies and Company Inc. 10,000 * 699 Lincoln National Global 245,000 * 17,132 Asset Allocation Fund, Inc. Marsh & McLennan Companies, 150,000 * 10,489 Inc. U.S. Retirement Plan Merrill Lynch Pierce Fenner 11,312,000 1.87% 791,048 & Smith Inc. Pacific Life Funds-Equity 10,000 * 699 Income Pacific Select Funds-Equity 25,000 * 1,748 Income Penn Series Funds, Inc. - 240,000 * 16,783 Large Cap Value Fund Putnam Asset Allocation 2,010,000 * 140,559 Funds-Balanced Portfolio Putnam Asset Allocation 1,350,000 * 94,405 Funds-Conservative Portfolio Putnam Asset Allocation 180,000 * 12,587 Funds-Growth Portfolio Putnam Convertible Income- 11,700,000 1.94% 818,181 Growth Trust Putnam Convertible 435,000 * 30,419 Opportunities and Income Trust Putnam Equity Income Fund 1,700,000 * 118,881 Putnam Fund for Growth and 14,298,000 2.37% 999,860 Income, The Putnam Global Natural 3,300,000 * 230,769 Resources Fund Putnam Growth and Income 105,000 * 7,342 (U.S. Value Equity) Fund (Dublin) Putnam Large Cap Value 40,000 * 2,797 Trust Putnam Variable Trust- 495,000 * 34,615 Putnam Global Asset Allocation Fund Putnam Variable Trust- 3,610,000 * 252,447 Putnam VT Growth & Income Fund Quattro Fund Ltd. 2,500,000 * 174,825 Viacom Inc. Pension Plan 45,000 * 3,146 Master Trust Zurich Institutional 2,227,000 * 155,734 Benchmarks Master Fund Ltd. Zurich Institutional 2,500,000 * 174,825 Benchmarks Master Fund c/o Quatro Fund __________ * Less than 1% (1) The notes are convertible into shares of class A or class B common stock at a conversion price (subject to adjustment) of $14.30 per share. ____________________ Investing in the notes involves significant risks that are described in the "Risk Factors" section beginning on page 10 of the prospectus. ____________________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ____________________ The date of this Prospectus Supplement is April 29, 2002.