July 27, 2006

Via U.S. Mail

J. Steven Whisler, Esq.
Chairman and Chief Executive Officer
Phelps Dodge Corporation
One North Central Avenue
Phoenix, AZ  85004

	Re:	Phelps Dodge Corporation
Schedule 14A filed July 5, 2006
File No. 001-00082

Dear Mr. Whisler:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14A
1. We note your indication in the Notice of Special Meeting that
the
special meeting may be adjourned for the purpose of soliciting
additional proxies, which is accompanied by language indicating
your
ability to conduct any other business as may be properly brought
before the special meeting.  The postponement or adjournment of a
meeting to solicit additional proxies is a substantive proposal
for
which proxies must be independently solicited and for which
discretionary authority is unavailable.  See Rule 14a-4.  Please
revise this disclosure and the proxy card.  The proxy card should
have an additional voting box so that shareholders may decide
whether
or not to vote in favor of adjournment for the solicitation of
additional proxies, if this is an action that is contemplated.

2. Further, tell us what consideration you have given to setting
forth each of the amendments to the charter as separate proposals
for
consideration by shareholders.
3. We note that it would appear that you are relying upon an
exemption from registration in connection with your issuance of
shares.  Please advise us as to the exemption upon which you rely
and
the basis for your reliance upon such exemption.
4. Please ensure that you have updated your proxy statement with
respect to Xstrata`s 1) increased terms of the offer for
Falconbridge
shares and 2) intention to purchase Falconbridge shares through
the
facilities of the Toronto Stock Exchange commencing on July 28,
2006.
In doing so, discuss what impact, if any, both events may have on
your proposed combination.

Summary, page 1

	Conditions to the Combination, page 13
5. We note your indication that your and Inco`s obligation "to
complete the combination are subject to conditions that must be
satisfied or waived..."  Are all of these conditions, such as
shareholder approval of the charter amendments, waivable?  Please
advise or revise as it would appear that some of these conditions
are
not waivable.  Also, to the extent any of the conditions have been
satisfied or if the status of such condition is known, please
ensure
that you have appropriately advised shareholders of this.

Interests of Phelps Dodge Directors and Employees in the
Combination,
page 67
6. Tell us what consideration you have given to quantifying the
change-in-control payments payable to your officers in connection
with this transaction or, if because of the amendments that you
have
entered into with your executives, it is not believed that these
payments will be triggered, please state this.  Otherwise it is
not
clear whether or not this combination, in and of itself, would
trigger any of these payments.

Where you can find more information and incorporation by
reference,
page 120
7. Here and elsewhere in your offering materials, we note that you
are not taking responsibility for the accuracy or completeness of
the
information contained in your offering materials concerning Inco
or
Falconbridge as they are derived from publicly-available documents
and records.  While you may include appropriate language about the
limits on the reliability of the information, you may not disclaim
responsibility.  Please revise.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

								Sincerely,


								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at (212) 521-7334:

Matthew E. Kaplan, Esq.
Debevoise & Plimpton, LLP
Phelps Dodge Corporation
July 27, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE