UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 5, 1995

                              ASARCO Incorporated
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(Exact name of registrant as specified in its charter)

     New Jersey                1-164                13-492440
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(State or other jurisdiction  (Commission     (IRS Employer
     of incorporation)        File Number)   Identification No.)

180 Maiden Lane, New York, New York                   10038
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(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code (212) 510-2000
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                                   FORM 8-K/A
                                 April 7, 1995

The  undersigned  registrant  hereby amends the Current Report on Form 8-K dated
April 6, 1995 as follows to delete certain unrelated information with respect to
the "Second Rights Agreement  Amendment" which forms part of a Current Report on
Form 8-K filed on February 24, 1995.

The following item has been refiled to reflect such amendment.

Item 5.  Other Events.
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On April 5, 1995 ASARCO Incorporated  ("Asarco") purchased the 10.7% interest in
Southern  Peru Copper  Corporation  ("SPCC")  held by Newmont Gold Company for a
total purchase price of $116.4 million in cash. The purchase  increases Asarco's
interest in SPCC to 63% from 52.3%.

As a result of the purchase,  Asarco will fully  consolidate the results of SPCC
in its financial statements.  Asarco had previously accounted for its investment
in SPCC by the equity method.

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                 ASARCO Incorporated

                                                 By:  s/ Augustus Kinsolving
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                                                      Augustus Kinsolving
                                                      Vice President

Date:  April 7, 1995