FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * FLORES JAMES C   2. Issuer Name and Ticker or Trading Symbol FREEPORT MCMORAN COPPER & GOLD INC [FCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice Chairman of the Board (Last) (First) (Middle) 700 MILAM, SUITE 3100 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2014 (Street) HOUSTON, TX 77002 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/31/2014   M   42,906 A (1) 4,387,989 D   Common Stock 03/31/2014   D   42,906 D $ 32.132 4,345,083 (2) D   Common Stock               301 (3) I By 401(k) plan Common Stock               1,050,458 I Flores Family Limited Partnership Common Stock               17,350 I OLF Partnership, L.P. Common Stock               1,350,000 I Flores No. 2 Family Limited Partnership Common Stock               1,386,041 I By Sable Management, L.P.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (cash-settled)

(1)

03/31/2014

M

42,906

(4)

(4)

Common Stock

42,906

(1)

85,812

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FLORES JAMES C 700 MILAM SUITE 3100 HOUSTON, TX 77002	X		Vice Chairman of the Board

Signatures

Kelly C. Simoneaux, on behalf of James C. Flores, pursuant to a power of attorney		04/02/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the vesting of cash-settled restricted stock units, the value of which is equivalent to the average trading price of FCX common stock for the five trading days prior to vesting.
(2)	Includes 99,756 stock-settled restricted stock units.
(3)	Based on plan statement as of December 31, 2013.
(4)	Of the remaining 85,812 cash-settled restricted stock units, 50% will vest on each of March 31, 2015 and March 31, 2016.

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