SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Freeport-McMoRan Inc.

(Name of Issuer)

common stock, par value $0.10 per share

(Title of Class of Securities)

35671D857

(CUSIP Number)

Jesse Lynn, Esq.

Icahn Capital LP

767 Fifth Avenue, 47^th Floor

New York, New York 10153

(212) 702-4300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 22, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 35671D857

High River Limited Partnership

(a) / /

(b) / /

WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

20,000,001

0

20,000,001

0

20,000,001

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

1.76%

PN

SCHEDULE 13D

CUSIP No. 35671D857

Hopper Investments LLC

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

20,000,001

0

20,000,001

20,000,001

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

1.76%

OO

SCHEDULE 13D

CUSIP No. 35671D857

Barberry Corp.

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

20,000,001

0

20,000,001

20,000,001

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

1.76%

CO

SCHEDULE 13D

CUSIP No. 35671D857

Icahn Partners Master Fund LP

(a) / /

(b) / /

WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

32,513,628

0

32,513,628

0

32,513,628

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

2.86%

PN

SCHEDULE 13D

CUSIP No. 35671D857

Icahn Offshore LP

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

32,513,628

0

32,513,628

32,513,628

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

2.86%

PN

SCHEDULE 13D

CUSIP No. 35671D857

Icahn Partners LP

(a) / /

(b) / /

WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

47,486,371

0

47,486,371

0

47,486,371

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

PN

SCHEDULE 13D

CUSIP No. 35671D857

Icahn Onshore LP

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

47,486,371

0

47,486,371

47,486,371

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

4.18%

PN

SCHEDULE 13D

CUSIP No. 35671D857

Icahn Capital LP

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

79,999,999

0

79,999,999

79,999,999

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

7.04%

PN

SCHEDULE 13D

CUSIP No. 35671D857

IPH GP LLC

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

79,999,999

0

79,999,999

79,999,999

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

7.04%

OO

SCHEDULE 13D

CUSIP No. 35671D857

Icahn Enterprises Holdings L.P.

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

79,999,999

0

79,999,999

79,999,999

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

7.04%

PN

SCHEDULE 13D

CUSIP No. 35671D857

Icahn Enterprises G.P. Inc.

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

79,999,999

0

79,999,999

79,999,999

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

7.04%

CO

SCHEDULE 13D

CUSIP No. 35671D857

Beckton Corp.

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

79,999,999

0

79,999,999

79,999,999

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

7.04%

CO

SCHEDULE 13D

CUSIP No. 35671D857

Carl C. Icahn

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

100,000,000

0

100,000,000

100,000,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

8.80%

IN

SCHEDULE 13D

Item 1.  Security and Issuer

This statement constitutes Amendment No. 2 to the Schedule 13D relating to the shares of common stock, par value $0.10 per share ("Shares"), issued by Freeport-McMoRan Inc. (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on August 27, 2015, as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on September 18, 2015 (collectively, the "Schedule 13D"), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 100,000,000 Shares. The aggregate purchase price paid by the Reporting Persons for the Shares was approximately $1,357.1 million (including commissions and premiums for options to purchase Shares).  The source of funding for the Shares held by the Reporting Persons was the general working capital of the respective purchasers.  The Shares held by the Reporting Persons are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such Shares was obtained through margin borrowing.

Items 5(a) and (b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 100,000,000 Shares, representing approximately 8.80% of the Issuer's outstanding Shares (based upon the 1,136,126,358 Shares stated to be outstanding as of September 17, 2015 by the Issuer in the Issuer's Prospectus Supplement to Prospectus dated August 10, 2015 filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on September 18, 2015).

(b) High River has sole voting power and sole dispositive power with regard to 20,000,001 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 32,513,628 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 47,486,371 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the "Act") the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

 

 

Item 5(c) of the Schedule 13D is herby amended by the addition of the following:

(c) The following table sets forth all transactions with respect to Shares effected since September 18, 2015, the date of the last amendment to the Schedule 13D filed by the Reporting Persons in respect of the Shares. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

(1)

Represents Shares acquired pursuant to a forward contract. These forward contracts were set to expire on March 24, 2017. On September 22, 2015, the Reporting Persons exercised such forward contracts for an aggregate of 100,000,000 Shares, which represents all forward contracts held by the Reporting Persons as of the date of this filing, including the forward contracts to which this footnote is referenced.

(2)

Represents a forward price of $17.00 per Share, plus the average amount per Share the Reporting Person paid the counterparty to the forward contract upon entering into such forward contract. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, the Reporting Person paid a financing charge to the counterparty to such forward contract.

(3)

Represents a forward price of $15.00 per Share, minus the average amount per Share the Reporting Person received from the counterparty to the forward contract upon entering into such forward contract. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, the Reporting Person paid a financing charge to the counterparty to such forward contract.

(4)

Represents a forward price of $9.00 per Share, plus the average amount per Share the Reporting Person paid the counterparty to the forward contract upon entering into such forward contract.  The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, the Reporting Person paid a financing charge to the counterparty to such forward contract.

 

 

Item 6 of the Schedule 13D is hereby amended by replacing the first two paragraphs thereof in their entirety with the following:

Certain of the Reporting Persons entered into forward contracts providing for the purchase by such Reporting Persons of an aggregate of: (i) 35,319,115 Shares at a forward price of $17.00 per share (the "$17.00 Forwards"), for an aggregate forward price of approximately $600.4 million, plus a financing charge; (ii) 39,766,690 Shares at a forward price of $15.00 per share (the "$15.00 Forwards"), for an aggregate forward price of approximately $596.5 million, plus a financing charge; and (iii) 17,317,558 Shares at a forward price of $9.00 per share (the "$9.00 Forwards"), for an aggregate forward price of approximately $155.9 million, plus a financing charge. In each case, the forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, such Reporting Persons paid the counterparty to the $17.00 Forwards an aggregate amount of approximately $27.0 million upon entering into such forward contracts and the counterparty to the $9.00 Forwards an aggregate amount of approximately $26.0 million upon entering into such forward contracts. The counterparty to the $15.00 Forwards paid such Reporting Persons an aggregate amount of approximately $164.6 million upon entering into such forward contracts.

The forward contracts provided for physical settlement, with the Reporting Persons party thereto retaining the right to elect cash settlement. The forward contracts did not give any Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which such contracts related. On September 22, 2015, the Reporting Persons exercised all such forward contracts and thereby acquired 100,000,000 Shares, in the aggregate.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 22, 2015

ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

HOPPER INVESTMENTS LLC

BARBERRY CORP.

HIGH RIVER LIMITED PARTNERSHIP

By: Hopper Investments LLC, general partner

By: Barberry Corp.

Name: Edward E. Mattner

Title: Authorized Signatory

ICAHN CAPITAL LP

By: IPH GP LLC, its general partner

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

IPH GP LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

Name: SungHwan Cho

Title: Chief Financial Officer

CARL C. ICAHN

[Signature Page of Amendment No. 2 to Schedule 13D – Freeport-McMoRan Inc.]