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

July 19, 2005

(Date of Report/Date of earliest event reported)

PHELPS DODGE CORPORATION

(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction
of incorporation) 001-00082
(Commission File
Number) 13-1808503
(IRS Employer
Identification No.)

ONE NORTH CENTRAL AVENUE
PHOENIX, ARIZONA 85004

(Address and of principal executive offices)

(Zip Code)

(602) 366-8100

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 7.01 REGULATION FD DISCLOSURE
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

ITEM 7.01 REGULATION FD DISCLOSURE

     On July 19, 2005, Phelps Dodge issued a press release announcing the completion of its previously announced tender offer for its 8³/4 percent notes due 2011. The tender offer expired at 5:00 p.m. New York City time on Tuesday, July 19, 2005.

     The principal amount validly tendered and not withdrawn in response to the offer was $276.4 million, which represented approximately 72 percent of the outstanding notes. All notes validly tendered and not withdrawn have been accepted for payment. The total purchase price, which Phelps Dodge intends to fund on Wednesday, July 20, 2005 with available cash, is $331.7 million.

     Phelps Dodge expects to record a third-quarter, pretax charge of approximately $54.0 million related to the purchase of the notes pursuant to the tender offer.

     A copy of the press release issued by Phelps Dodge on July 19, 2005 is filed as Exhibit 99.1 hereto and is incorporated in this Item 7.01 by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit 99.1: Press release of Phelps Dodge Corporation, dated July 19, 2005, announcing completion of tender offer for its 8³/4 percent notes due 2011.

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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: July 19, 2005	PHELPS DODGE CORPORATION (Registrant)
	By:	/s/ Ramiro G. Peru
		Name:	Ramiro G. Peru
		Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

99.1 Press release of Phelps Dodge Corporation, dated July 19, 2005, announcing completion of tender offer for its 8³/4 percent notes due 2011.

4

EX-99.1

NEWS RELEASE

One North Central Avenue, Phoenix, AZ 85004  (602)  366-8100

For Immediate Release

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

Phelps Dodge Announces Results of Tender Offer

PHOENIX, July 19, 2005 — Phelps Dodge Corp. (NYSE: PD) today announced the completion of its previously announced tender offer for its 8³/4 percent notes due 2011. The tender offer expired at 5:00 p.m. New York City time on Tuesday, July 19, 2005. J. P. Morgan Securities Inc. acted as the dealer manager for the tender offer, and Global Bondholder Services Corp. served as the depositary and information agent for the tender offer.

The principal amount validly tendered and not withdrawn in response to the offer was $276.4 million, which represented approximately 72 percent of the outstanding notes. All notes validly tendered and not withdrawn have been accepted for payment. The total purchase price, which Phelps Dodge intends to fund tomorrow with available cash, is $331.7 million.

Phelps Dodge expects to record a third-quarter, pretax charge of approximately $54.0 million related to the purchase of the notes pursuant to the tender offer.

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 and its two divisions, Phelps Dodge Mining Co. and Phelps Dodge Industries, employ more than 13,000 people in 27 countries.

# # #

This news release contains certain forward-looking statements. The statements are based upon Phelps Dodge’s current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results could differ materially as a result of factors discussed in Phelps Dodge’s 2004 Form 10-K and other reports filed with the U.S. Securities and Exchange Commission. Phelps Dodge undertakes no obligation to update the information contained in this news release.

U.S. investors are urged to consider closely the disclosure in Phelps Dodge’s 2004 Form 10-K (SEC File 001-00082). Copies of Phelps Dodge’s SEC filings are available from the company by calling (800) 528-1182. The reports also are available on the Phelps Dodge web site, www.phelpsdodge.com. Interested parties can also obtain the 2004 Form 10-K from the SEC by calling (800) 732-0330.