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: December 2, 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 2.  Acquisition or Disposition of Assets

        On December 2, 1999, Phelps Dodge Corporation, a New York corporation
("Phelps Dodge"), completed the acquisition of Cyprus Amax Minerals Company, a
Delaware corporation ("Cyprus Amax"). The acquisition was effected by the merger
(the "Merger") of Cyprus Amax into CAV Corporation, a Delaware corporation and a
wholly owned subsidiary of Phelps Dodge.

        The Merger was consummated pursuant to an Agreement and Plan of Merger
(the "Merger Agreement") among Phelps Dodge, CAV Corporation and Cyprus Amax,
dated as of September 30, 1999. A copy of the Merger Agreement was included as
Exhibit 2.1 to Phelps Dodge's Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 30, 1999, and is incorporated
herein by reference.

        Pursuant to the Merger, each outstanding common share, no par value, of
Cyprus Amax (other than those owned by Phelps Dodge, Cyprus Amax or their
respective subsidiaries) was converted into the right to receive 0.3500 shares
of common stock, par value $6.25 per share, of Phelps Dodge and cash in lieu of
any fractional Phelps Dodge shares.

        A copy of the press release announcing the completion of the Merger is
included as Exhibit 99.1 to this Report and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

        (c) Exhibits

        99.1 Press release by Phelps Dodge Corporation, dated December 2, 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:   December 2, 1999







                                      EXHIBIT INDEX

Exhibit
Number                                Exhibits
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99.1           Press release by Phelps Dodge Corporation, dated December 2, 1999

EX-99.1

FOR IMMEDIATE RELEASE

Contacts:

Investors                                                    Media
Thomas M. Foster                                             Clayton D. Allen
(602) 234-8139                                               (602) 234-8129

       PHELPS DODGE COMPLETES ACQUISITION OF CYPRUS AMAX MINERALS COMPANY
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      PHOENIX, Ariz., December 2, 1999 - Phelps Dodge Corporation (NYSE: PD)
announced that it has acquired all remaining outstanding shares of Cyprus Amax
Minerals Company (NYSE: CYM) following a special meeting today in Phoenix for
Cyprus Amax shareholders.

      Prior to the shareholder meeting, 89.5 percent of outstanding shares of
Cyprus Amax stock had been tendered to Phelps Dodge through an exchange offer
that was completed in mid October. Based on the merger agreement between the two
companies, Cyprus Amax merged with a Phelps Dodge subsidiary and each remaining
outstanding Cyprus Amax common share was converted into the right to receive
0.3500 Phelps Dodge common shares and cash in lieu of any fractional Phelps
Dodge shares.

      With Phelps Dodge's acquisition of all remaining shares, Cyprus Amax will
cease trading on the New York Stock Exchange effective at the market's closing
today. The combined company will retain the Phelps Dodge Corporation name and
will continue to be traded on the exchange under the "PD" symbol. For the time
being, all individual operations and business units will continue operating
under their current names.

      Phelps Dodge Corporation is the world's second largest producer of copper.
The company also is ranked among the world's largest producers of carbon black
and magnet wire, and has operations and investments in mines and manufacturing
facilities in 28 countries. Phelps Dodge employs 17,500 people worldwide.

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