8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

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

                        Date of Report: October 22, 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
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Item 5.  Other Events.

         The information set forth in the press release issued by Phelps Dodge
Corporation on October 22, 1999, attached hereto as Exhibit 99.1 is incorporated
by reference herein.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

         99.1 Press release of Phelps Dodge Corporation, dated October 22, 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
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                                         Name:  Ramiro G. Peru
                                         Title: Senior Vice President and
                                                Chief Financial Officer

Date: October 22, 1999




                                  EXHIBIT INDEX

Exhibit
Number                              Exhibits
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99.1          Press release of Phelps Dodge Corporation, dated October 22, 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/David Reno/Paul Caminiti
(212) 953-5555                              (212) 687-8080

         PHELPS DODGE ANNOUNCES COMPLETION OF CYPRUS AMAX EXCHANGE OFFER
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      PHOENIX, AZ, October 22, 1999 - Phelps Dodge Corporation (NYSE: PD)
announced today the completion of its offer to exchange $7.61 in cash and 0.2203
Phelps Dodge shares for each share of Cyprus Amax Minerals Company (NYSE: CYM)
on a fully prorated basis. The exchange offer expired at 12:00 midnight, New
York City time, October 15, 1999.

      Phelps Dodge said that it has been informed by ChaseMellon Shareholder
Services, the exchange agent for the offer, that based on a final count,
81,499,599 shares of Cyprus Amax stock were tendered, representing 89.59% of the
outstanding shares of Cyprus Amax. Of the 81,499,599 shares tendered, 51,334,022
elected cash, 29,814,800 elected stock and 350,777 made no election. All shares
of Cyprus Amax tendered were accepted for exchange by Phelps Dodge according to
the terms of the exchange offer.

      Since the cash election was oversubscribed, all Cyprus Amax shareholders
requesting stock, as well as all non-electing shareholders, will receive 0.3500
Phelps Dodge shares per Cyprus Amax share. Those shareholders requesting cash
will be prorated to receive approximately $13.48878207 in cash and approximately
0.1202 shares of Phelps Dodge common stock per Cyprus Amax share. Phelps Dodge
expects to commence distribution of the cash and stock consideration today,
October 22, 1999, to Cyprus Amax shareholders who tendered into the exchange
offer.

      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.