8-K

                                  UNITED STATES
                       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


                                 April 14, 2003

                (Date of Report/Date of earliest event reported)


                            PHELPS DODGE CORPORATION

             (Exact name of registrant as specified in its charter)

          New York                 333-67606                     13-1808503
(State or other jurisdiction    (Commission File               (IRS Employer
     of incorporation)              Number)                  Identification No.)

                            ONE NORTH CENTRAL AVENUE
                             PHOENIX, ARIZONA 85004
              (Address and zip code of principal executive offices)



                                 (602) 366-8100
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)










ITEM 9 AND ITEM 12.    REGULATION FD DISCLOSURE.

On April 14, 2003, Phelps Dodge Corporation issued a press release announcing,
among other things, the rescheduling of the company's annual meeting from May 1,
2003 to May 23, 2003. A copy of the press release is attached hereto as exhibit
99.1 and incorporated by reference herein.


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                                    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 hereunto duly authorized.



Date:  April 14, 2003               PHELPS DODGE CORPORATION
                                    (Registrant)
                                    By:      /s/ Ramiro G. Peru
                                             ------------------
                                             Name:  Ramiro G. Peru
                                             Title:    Senior Vive President and
                                             Chief Financial Officer



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                                  EXHIBIT INDEX


         99.1     Press release, dated April 14, 2003.




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EX-99.1

                                                                    Exhibit 99.1

PD LOGO

                                                           For Immediate Release
                                                       Media:      Peter J. Faur
                                                                  (602) 366-7993
                                                 Investors:   Stanton K. Rideout
                                                                  (602) 366-8589

             Phelps Dodge Corp. Annual Meeting Date Moved to May 23

PHOENIX, April 14, 2003  --  The Board of Directors of Phelps Dodge Corp.
(NYSE:PD) today rescheduled the company's annual meeting from May 1 to May 23.
The meeting will take place at 8 a.m. MST at the Phoenix Art Museum, 1625 N.
Central Ave. Only shareholders of record at the close of business April 21 will
be entitled to vote at the meeting, the company said.

The board took the action to ensure sufficient time in advance of the meeting
for the company's 2002 annual report and proxy statement to be delivered to
shareholders. The company postponed filing its Annual Report on Form 10-K for
the year ended December 31, 2002, from March 31 until today. Phelps Dodge did so
to incorporate changes in response to comments from the U.S. Securities and
Exchange Commission staff resulting from a routine and ordinary course review of
the company's previous public filings.

While the net effects of the changes were positive in certain prior periods and
negative in others, the cumulative adjustments resulting from the changes
increased retained earnings by $22.9 million at December 31, 2001, the company
said. The adjustments lowered Phelps Dodge's net loss to $338.1 million for 2002
instead of the previously announced $341.6 million.

Phelps Dodge Corp. is the world's second-largest producer of copper, a world
leader in the production of molybdenum, the largest producer of molybdenum-based
chemicals and continuous-cast copper rod, and among the leading producers of
magnet wire and carbon black. The company's two divisions, Phelps Dodge Mining
Co. and Phelps Dodge Industries, employ approximately 13,500 people in 27
countries.