8-K

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

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

                       Date of Report: October 8, 1999
                        (Date of earliest event reported)

                            Phelps Dodge Corporation
             (Exact name of registrant as specified in its charter)



         New York                         1-82                   13-1808503
(State or other jurisdiction         (Commission File         (I.R.S. Employer
     of incorporation)                   Number)             Identification No.)


                2600 North Central Avenue, Phoenix, AZ 85004-3089
               (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:
                                 (602) 234-8100
                       ----------------------------------


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



Item 5.  Other Events.

     The information set forth in the press release issued by Phelps Dodge
Corporation on October 8, 1999, attached hereto as Exhibit 99.1, is incorporated
by reference herein.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

         99.1 Press release by Phelps Dodge Corporation, dated October 8, 1999



                                    SIGNATURE

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

                             PHELPS DODGE CORPORATION
                             (Registrant)


                             By: /s/ Ramiro G. Peru
                                   ------------------------------------------
                             Name:  Ramiro G. Peru
                             Title: Senior Vice President and
                                    Chief Financial Officer

Date:   October 8, 1999





                                    EXHIBIT INDEX

Exhibit
Number                                Exhibits
- -----------                           -----------


99.1           Press release by Phelps Dodge Corporation, dated October 8, 1999

EX-99.1

FOR IMMEDIATE RELEASE

Contacts:
Investors                                      Media
Phelps Dodge                                   Phelps Dodge
Thomas M. Foster                               Susan M. Suver
(602) 234-8139                                 (602) 234-8003
Gregory W. Stevens
(602) 234-8166

Arthur Schmidt & Associates, Inc.              Sard Verbinnen & Co
Martin Zausner/Alan Weinstein/Joan Harper      George Sard/Paul Caminiti/
                                                 Debbie Miller
(212) 953-5555                                 (212) 687-8080

                  PHELPS DODGE WILL NOT RAISE OFFER FOR ASARCO
            --------------------------------------------------------

      PHOENIX, AZ, October 8, 1999 -- Phelps Dodge Corporation (NYSE: PD) today
issued the following statement in response to the revised Grupo Mexico, S.A. de
C.V. offer to acquire Asarco Incorporated (NYSE: AR) for $29.50 per share in
cash:

      "Phelps Dodge took seriously the Asarco Board of Directors' request to
submit best and final offers -- and we did exactly that. Phelps Dodge will not
raise its offer for Asarco, and we're confident that shareholders of Phelps
Dodge and Cyprus Amax will understand and appreciate the financial discipline
behind our decision. We remain committed to shareholder value."

      Phelps Dodge Corporation is among the world's largest producers of copper.
The company also is one of the world's largest producers of carbon black, one of
the world's largest manufacturers of magnet wire, and has operations and
investments in mines and wire and cable manufacturing facilities around the
world. Phelps Dodge has operations in 28 countries.

STATEMENTS IN THIS PRESS RELEASE INCLUDE "FORWARD-LOOKING STATEMENTS" THAT
EXPRESS EXPECTATIONS OF FUTURE EVENTS OR RESULTS. ALL STATEMENTS BASED ON FUTURE
EXPECTATIONS RATHER THAN ON HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS THAT
INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, AND THE COMPANY CANNOT GIVE
ASSURANCE THAT SUCH STATEMENTS WILL PROVE TO BE CORRECT. PLEASE REFER TO THE
MANAGEMENT'S DISCUSSION AND ANALYSIS SECTIONS OF THE COMPANY'S REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1998.