SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934


Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                          Cyprus Amax Minerals Company
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


                            Phelps Dodge Corporation
- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         1) Title of each class of securities to which transaction applies:

            --------------------------------------------------------------------

         2) Aggregate number of securities to which transaction applies:

            --------------------------------------------------------------------

         3) Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on
            which the filing fee is calculated and state how it was
            determined):

            --------------------------------------------------------------------

         4) Proposed maximum aggregate value of transaction:

            --------------------------------------------------------------------

         5) Total fee paid:

            --------------------------------------------------------------------

[ ]      Fee paid previously by written preliminary materials.
[ ]      Check box if any part of the fee is offset as provided by
         Exchange Act Rule 0-11(a)(2) and identify the filing for which
         the offsetting fee was paid previously. Identify the previous
         filing by registration statement number, or the Form or Schedule
         and the date of its filing.

         1)     Amount Previously Paid:_________________________________________
         2)     Form, Schedule or Registration Statement No.:-__________________
         3)     Filing Party:___________________________________________________
         4)     Date Filed:_____________________________________________________
Notes:




Return Address
PROXYGRAM SERVICES
500 EIGHTH AVENUE
NEW YORK, NY  10018
 .Text
CONFIDENTIAL IDENTIFICATION NUMBER: [CIN]
(Your identification number is confidential. It is to assure the
operator of your identity.)


                         -- URGENT --

                                          September 24, 1999

Dear Cyprus Amax Shareholder:

            PHELPS DODGE HAS INCREASED ITS OFFER

                ISS RECOMMENDS A VOTE AGAINST
        PROPOSED ASARCO/CYPRUS AMAX NO-PREMIUM MERGER

On September 22, Phelps Dodge increased its offer for Cyprus
Amax  which  values your shares at a 40%  premium  to  their
unaffected  price.  Under the amended offer,  you  have  the
option  of electing to receive Phelps Dodge shares or cash(1).
If  you elect Phelps Dodge shares, you will also realize the
benefits  a  $2.00 per share annual cash dividend,  and  the
greater  upside potential resulting from the creation  of  a
world-class global copper company.

You  should  also  be  aware that Institutional  Shareholder
Services  ("ISS"),  the  nation's  leading  voting  advisory
service,    recommended   that   its   clients,    including
institutional investors, mutual funds and other fiduciaries,
vote  AGAINST  the  proposed no-premium  Asarco/Cyprus  Amax
merger.

REMEMBER,  Phelps  Dodge  will withdraw  its  offer  if  the
Asarco/Cyprus  Amax merger is approved.   To  preserve  your
opportunity  to receive Phelps Dodge's superior  offer,  you
must vote against the proposed Asarco/Cyprus merger.

             ACT NOW PROTECT YOUR INVESTMENT --
         VOTE AGAINST THE ASARCO/CYPRUS AMAX MERGER



Since  time  is  short  and  your  vote  critical,  we  have
established a method which will enable you to vote by  toll-
free  proxygram.  Please take a few minutes of your time  to
follow the simple steps listed below.

If  you  have any questions or need assistance in the  last-
minute  voting  of  your  shares,  please  call  our   proxy
solicitors, Innisfree M&A Incorporated, toll-free at 877-750-
5838.

Thank you for your support.

Sincerely,

PHELPS DODGE CORPORATION

- ------------------------------------
(1) Subject to proration to maintain the overall cash/stock
allocation.



  TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
                 ARE AVAILABLE TO ASSIST YOU NOW!!!

                            INSTRUCTIONS

1.  Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00
    midnight eastern time.

2.  Tell the operator that you wish to send a collect ProxyGram to
    ID No. 8791, Phelps Dodge Corporation in opposition to the
    proxy solicited by the Directors of Cyprus Amax Minerals
    Company.

3.  State your name, address and telephone number.

4.  State your confidential identification number, and number
    of shares as shown below:

    CONFIDENTIAL IDENTIFICATION NUMBER: [CIN]

    NUMBER OF SHARES: [NumShares]





  PROXY SOLICITED BY PHELPS DODGE CORPORATION IN OPPOSITION TO THE
  PROXY SOLICITED BY THE DIRECTORS OF CYPRUS AMAX MINERALS COMPANY

The undersigned, a holder of record of shares of common stock,
without par value (the "Shares"), of Cyprus Amax Minerals Company, a
Delaware corporation ("Cyprus Amax"), at the close of business on
August 25, 1999 (the "Record Date"), hereby appoints Douglas C.
Yearley, J. Steven Whisler and Manuel J. Iraola, or any of them, the
proxy or proxies of the undersigned, each with full power of
substitution, to attend the Special Meeting of Cyprus Amax
Shareholders to be held on September 30, 1999 (and any adjournments,
postponements, continuations or reschedulings thereof), at which
holders of Shares will be voting on, among other things, approval
and adoption of the Agreement and Plan or Merger, dated as of July
15, 1999, by and among Cyprus Amax, ASARCO Incorporated, a New
Jersey corporation ("Asarco"), Asarco Cyprus Incorporated, a
Delaware corporation ("Asarco Cyprus Incorporated"), and two wholly
owned subsidiaries of Asarco Cyprus Incorporated (the "Asarco/Cyprus
Amax Merger Agreement"), providing for the merger of the two wholly
owned subsidiaries with and into Asarco and Cyprus Amax,
respectively, with Asarco and Cyprus Amax each surviving, and to
vote as specified in this Proxy all the Shares which the undersigned
would otherwise be entitled to vote if personally present.  The
undersigned also directs the Trustees of Cyprus Amax Savings Plan
and Trust, Cyprus Amax Thrift Plan For Bargaining Unit Employees,
the Equatorial Mining North America, Inc. ("Equatorial") 401(k)
Profit Sharing Plan, and the Chemetall Corporation ("Chemetall")
Savings Plan (as applicable, with respect to shares of common stock
held for the benefit of the undersigned) to vote in person or by
proxy at such special meeting, all Shares held by or for the benefit
of the undersigned.  The Trustee of Equatorial Plan may or may not
vote undirected Shares in the plan, the Trustee of the Chemetall
Plan will vote solely in accordance with written directions of the
participants in the plan, and the Trustees of the remaining plans
will vote undirected Shares held by them in direct proportion to the
voting of Shares for which instructions have been received.  The
undersigned hereby revokes any previous proxies with respect to the
matters covered in this Proxy.














     THE BOARD OF DIRECTORS OF PHELPS DODGE CORPORATION RECOMMENDS A
VOTE AGAINST APPROVAL AND ADOPTION OF THE ASARCO/CYPRUS AMAX MERGER
AGREEMENT AND THE PROPOSED ASARCO/CYPRUS AMAX TRANSACTION.  IF
RETURNED CARDS ARE SIGNED BUT NOT MARKED, THE UNDERSIGNED WILL BE
DEEMED TO HAVE VOTED AGAINST APPROVAL AND ADOPTION OF THE
ASARCO/CYPRUS AMAX MERGER AGREEMENT AND THE PROPOSED ASARCO/CYPRUS
AMAX TRANSACTION.

THE BOARD OF DIRECTORS OF PHELPS DODGE CORPORATION RECOMMENDS A VOTE
AGAINST THE PROPOSAL.

PROPOSAL:  APPROVAL AND ADOPTION OF THE ASARCO/CYPRUS AMAX MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY

(  ) AGAINST             (  ) FOR                 (  ) ABSTAIN

In its discretion, this Proxy is authorized to vote upon such other
business as may properly come before the meeting or any
adjournments, postponements, continuations or reschedulings thereof.

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CONTACT
INNISFREE M&A INCORPORATED AT 1-877-750-5838.

Please give your name to the operator exactly as it appears hereon.
When shares are held of record by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.  If a corporation, please
sign in full corporate name by president or authorized officer.  If
a partnership name, please sign in partnership name by authorized
person.