SC 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

PHELPS DODGE CORPORATION

(Name of Issuer)

Common Stock, par value $6.25 per share
(Title of Class of Securities)

717265102
(CUSIP Number)

John F. Brown
c/o Atticus Capital, L.L.C.
152 West 57th Street, 45th Floor
New York, New York 10019
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 30, 2005
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 717265102
	1.	Name of Reporting Person: Atticus Capital, L.L.C.			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 8,356,300
			8.	Shared Voting Power: 0
			9.	Sole Dispositive Power: 8,356,300
			10.	Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 8,356,300
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 8.6%
	14.	Type of Reporting Person (See Instructions): OO

CUSIP No. 717265102
	1.	Name of Reporting Person: Timothy R. Barakett			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Canada
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 8,356,300
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 8,356,300
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 8,356,300
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 8.6%
	14.	Type of Reporting Person (See Instructions): IN

TABLE OF CONTENTS

EX-99.1: JOINT FILING AGREEMENT

EX-99.2: LETTER TO MR. J. STEVEN WHISLER

EX-99.3: SCHEDULE OF TRANSACTIONS IN THE SHARES

EX-99.4: POWER OF ATTORNEY

Item 1. Security and Issuer

The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, $6.25 par value per share (the “Shares”), of Phelps Dodge Corporation, a New York corporation (the “Issuer” or the “Company”), with its principal executive offices located at One North Central Avenue, Phoenix, Arizona, 85004-4414.

Item 2. Identity and Background

(a), (b) and (c) This statement is being filed by Atticus Capital, L.L.C. (“Atticus Capital”) and Timothy R. Barakett (collectively, the “Reporting Persons”). The principal business address of the Reporting Persons is c/o Atticus Capital, L.L.C., 152 West 57th Street, 45th Floor, New York, New York 10019.

Mr. Barakett is the Chairman, Chief Executive Officer and Managing Member of Atticus Capital, a Delaware limited liability company. Atticus Capital, together with certain of its affiliated entities (collectively, the “Atticus Entities”), acts as adviser for various investment funds (the “Funds”) and managed accounts (the “Accounts”). Based on his relationship with the Atticus Entities, the Funds and the Accounts, Mr. Barakett is deemed to be a beneficial owner of the Shares owned by the Funds and Accounts for purposes of Section 13(d) of the Act.

(d) None of the Reporting Persons, nor any of their officers or managing directors, have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons, nor any of their officers or managing directors, have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Mr. Barakett is a citizen of Canada.

Item 3. Source and Amount of Funds or Other Consideration

As of the date hereof, the Reporting Persons are deemed to beneficially own an aggregate of 8,356,300 Shares as detailed in Item 5.

The aggregate purchase price for the 4,012,300 Shares that the Reporting Persons are deemed to beneficially own is $428,209,893 and the aggregate purchase price for the options to purchase 4,344,000 shares is $65,512,377.

The funds for the purchase of the Shares held by the Funds or the Accounts beneficially owned by the Reporting Persons have come from the working capital of the Funds and the Accounts.

Item 4. Purpose of Transaction

The Reporting Persons acquired the Shares for investment purposes. On September 30, 2005, the Reporting Persons met with the Company’s management (via conference call) to discuss potential actions the Company might take to deliver value to stockholders. On October 3, 2005, the Reporting Persons sent a letter to Mr. J. Steven Whisler, Chairman of the Board & Chief Executive Officer, of the Company. The letter is attached hereto as Exhibit 2.

The Reporting Persons expect to consider and evaluate on an on-going basis all of their options with respect to the investment in the Company. Among other alternatives, the Reporting Persons may continue to engage in discussions with management and/or the board of directors to encourage them to take steps to maximize stockholder value. The Reporting Persons may also attempt to encourage the Company and third parties to consider other strategic transactions involving the Company that are designed to maximize shareholder value.

In addition, the Reporting Persons may pursue other alternatives available in order to maximize the value of the investment in the Company. Such alternatives could include, without limitation, (i) the purchase of additional shares of common stock, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) the sale of all or a portion of the shares of common stock, options or related derivatives now beneficially owned or hereafter acquired by them.

The Reporting Persons may contact and consult with other stockholders of the Company concerning the Company, its prospects and any or all of the foregoing matters.

The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in the best interests of the Funds and the Accounts.

Except as set forth above, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) and (b) Based on the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2005, as of July 26, 2005 there were 96,951,907 Shares outstanding. The Reporting Persons are deemed to beneficially own and hold sole dispositive power over an aggregate of 8,356,300 Shares (8.6%) comprised of (i) 4,012,300 Shares owned directly by the Funds and the Accounts and (ii) 4,344,000 Shares issuable upon exercise of options which are deemed to be outstanding for the purposes of this Schedule 13D.

The Reporting Persons share the power to vote, direct the vote, dispose of or direct the disposition of the Shares that they own.

(c) All transactions in the Shares effected during the past 60 days on behalf of a Fund or an Account over which the Reporting Persons have investment discretion are set forth in Exhibit 3 attached hereto.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

Exhibit 1       Joint Filing Agreement of the Reporting Persons

Exhibit 2       Letter to Mr. J. Steven Whisler, dated October 3, 2005

Exhibit 3       Schedule of transactions effected during the last 60 days

Exhibit 4       Power of attorney dated April 26, 2005

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 3, 2005

ATTICUS CAPITAL, L.L.C.
By:	/s/ Timothy R. Barakett*
	Timothy R. Barakett
	Managing Member

TIMOTHY BARAKETT
By:	/s/ Timothy R. Barakett*
	Timothy R. Barakett

* by John F. Brown, attorney-in-fact

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Phelps Dodge Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 3rd day of October 2005.

ATTICUS CAPITAL, L.L.C.
By:	/s/ Timothy R. Barakett*
	Timothy R. Barakett
	Managing Member

TIMOTHY BARAKETT
By:	/s/ Timothy R. Barakett*
	Timothy R. Barakett

* by John F. Brown, attorney-in-fact

EX-99.2

EXHIBIT 2

[LETTERHEAD ATTICUS CAPITAL, L.L.C.]
152 West 57th Street, 45th Floor
New York, New York 10019

October 3, 2005

BY FACSIMILE & FEDEX

J. Steven Whisler
Chairman of the Board & Chief Executive Officer
Phelps Dodge Corp.
One North Central Avenue
Phoenix, AZ 85004

Dear Mr. Whisler,

     We very much appreciate the opportunity to discuss Phelps Dodge with you and other members of your management team this past Friday. Let us repeat our praise for your and your team’s skill in husbanding the vast and valuable resources of Phelps Dodge, your innovation in developing proprietary extraction processes, and your success in capitalizing on recent favorable trends in the copper and molybdenum markets. These accomplishments have put PD in the enviable position of having amassed a large cash surplus while having the ability, we believe, to generate significant free cash flow for some time to come. It must be disappointing how little credit the stock market is giving to your achievements. At 3.0x 2005 EV/EBITDA and 5.5x 2005 P/E, Phelps Dodge trails its comparables significantly. As we expressed to you, it is our view that the basis for the market’s skepticism is ironically the very by-product of your success — PD’s cash build-up.

     We were pleased to hear that you share our optimism for the copper industry’s prospects. We appreciate that your decades of experience with the cycles of the industry lead you to be cautious. At the same time, you must realize that hesitancy on your part can be misread. For the reasons we discussed, we are convinced that things are indeed different this time; that the supply constraints and the ability of the industry to respond to growing demand, especially from Asia, are different. This view has led us to become your second largest shareholder, with current holdings representing nearly 9% of your outstanding shares. Although Atticus has funds under management exceeding $8 Billion, our investment in PD is significant.

     Even if one prefers to take a “wait and see” approach to the industry’s future, one would have to be an ardent pessimist to believe that an un-levered PD requires a “rainy day” fund amounting to almost $2.5 Billion by year-end. It is odd, but the pessimistic view of PD seems to grow only stronger as PD’s cash horde grows larger. It is important for you and the Board to address the question of the cash’s use swiftly.

     Let us reiterate our opinion. As one of your largest shareholders, we believe the best investment opportunity the Company has before it is to buy PD stock. You have informed shareholders that it is your view that PD should use cash surpluses 1) to invest in its own business to improve the productivity of its existing assets, 2) to invest in other, undervalued mining assets that augment or compliment existing assets, or 3) to deliver funds to shareholders. By implementing a multi-billion dollar self-tender or similar stock retirement, PD can accomplish not one, but all three of these goals. It returns cash to shareholders. It is an investment in a mining asset that is undervalued — an investment that belies any concern the market may have that acquisitions or other investments outside the existing business may squander the treasure you have accumulated on behalf of your shareholders. And there is no more direct means of investing in PD. We would venture that you would agree that a stock repurchase offers a return on equity superior to most capital expenditures. Most importantly, it is a very visible vote of confidence by you, your management team and the Board in PD’s business. We urge you and the Board to take this opportunity to express your optimism for Phelps Dodge’s future by using PD’s cash surpluses to buy in its undervalued shares.

     Because we wish to more actively engage with you, the Board and perhaps from time to time with other shareholders on this and other subjects of strategic importance to PD, we will today file a Schedule 13D with the Securities and Exchange Commission, and we will shortly file a notification with the Federal Trade Commission under the Hart-Scott-Rodino Act. We appreciate and look forward to the opportunity to continue our discussions with you.

Sincerely,

/s/ Timothy R. Barakett	/s/ David Slager
Timothy R. Barakett Chairman & CEO, Portfolio Manager	David Slager Sr. Managing Director, Portfolio Manager

EX-99.3

EXHIBIT 3

STOCK
Party
effecting
transaction	Date		Transaction	Quantity			Average of Price
Atticus Capital, L.L.C.		8/2/05	BUY		10,000			109.7500
Atticus Capital, L.L.C.		8/2/05	SELL		(10,000	)		109.7500
Atticus Capital, L.L.C.		8/5/05	SELL		(25,000	)		108.8221
Atticus Capital, L.L.C.		8/9/05	BUY		25,000			107.9692
Atticus Capital, L.L.C.		8/10/05	BUY		150,200			110.3404
Atticus Capital, L.L.C.		8/10/05	SELL		(200	)		113.5500
Atticus Capital, L.L.C.		8/12/05	BUY		50,000			113.0861
Atticus Capital, L.L.C.		8/17/05	SELL		(50,000	)		106.5012
Atticus Capital, L.L.C.		8/18/05	SELL		(230,500	)		106.4950
Atticus Capital, L.L.C.		8/19/05	SELL		(75,000	)		106.0442
Atticus Capital, L.L.C.		8/22/05	SELL		(50,000	)		108.2773
Atticus Capital, L.L.C.		8/23/05	SELL		(100,000	)		105.3199
Atticus Capital, L.L.C.		8/24/05	SELL		(100,000	)		103.1516
Atticus Capital, L.L.C.		8/26/05	SELL		(100,000	)		104.3265
Atticus Capital, L.L.C.		9/1/05	SELL		(100,000	)		109.7093
Atticus Capital, L.L.C.		9/2/05	SELL		(50,000	)		111.1434
Atticus Capital, L.L.C.		9/6/05	SELL		(11,200	)		109.1142
Atticus Capital, L.L.C.		9/9/05	BUY		50,000			109.4583
Atticus Capital, L.L.C.		9/12/05	BUY		500,000			112.4510
Atticus Capital, L.L.C.		9/13/05	BUY		50,000			112.1439
Atticus Capital, L.L.C.		9/16/05	BUY		250,000			113.0252
Atticus Capital, L.L.C.		9/19/05	BUY		50,000			115.5703
Atticus Capital, L.L.C.		9/20/05	BUY		150,000			119.4169
Atticus Capital, L.L.C.		9/22/05	BUY		50,000			117.0932
Atticus Capital, L.L.C.		9/23/05	BUY		299,400			120.1321
Atticus Capital, L.L.C.		9/26/05	BUY		250,000			124.3596
Atticus Capital, L.L.C.		9/27/05	BUY		96,100			125.4614
Atticus Capital, L.L.C.		9/27/05	SELL		(21,100	)		124.2500
Atticus Capital, L.L.C.		9/30/05	BUY		25,000			129.9300
Atticus Capital, L.L.C.		9/30/05	SELL		(25,000	)		129.9300

OPTIONS
Party
effecting
transaction	Date		Transaction	Quantity			Average of Price
Atticus Capital, L.L.C.		8/1/05	BUY		124,700			6.2000
Atticus Capital, L.L.C.		8/10/05	SELL		(25,000	)		12.5000
Atticus Capital, L.L.C.		8/10/05	BUY		75,000			7.6000
Atticus Capital, L.L.C.		8/10/05	BUY		250,000			19.3990
Atticus Capital, L.L.C.		8/23/05	BUY		100,000			4.0000
Atticus Capital, L.L.C.		9/1/05	SELL		(25,000	)		6.0400
Atticus Capital, L.L.C.		9/2/05	SELL		(75,000	)		6.4000
Atticus Capital, L.L.C.		9/8/05	BUY		100,000			6.8862
Atticus Capital, L.L.C.		9/8/05	BUY		141,200			9.4192
Atticus Capital, L.L.C.		9/9/05	BUY		150,000			5.2484
Atticus Capital, L.L.C.		9/9/05	BUY		77,000			6.4000
Atticus Capital, L.L.C.		9/9/05	BUY		100,000			8.7000
Atticus Capital, L.L.C.		9/9/05	BUY		96,300			9.3000
Atticus Capital, L.L.C.		9/9/05	BUY		100,000			13.7000
Atticus Capital, L.L.C.		9/12/05	BUY		150,000			6.6500
Atticus Capital, L.L.C.		9/12/05	BUY		500,000			16.4193
Atticus Capital, L.L.C.		9/13/05	BUY		100,000			3.6500
Atticus Capital, L.L.C.		9/14/05	BUY		200,000			11.8000
Atticus Capital, L.L.C.		9/16/05	BUY		100,000			12.8500
Atticus Capital, L.L.C.		9/19/05	SELL		(50,000	)		5.6716
Atticus Capital, L.L.C.		9/20/05	SELL		(24,700	)		7.4000
Atticus Capital, L.L.C.		9/23/05	SELL		(50,000	)		9.8000
Atticus Capital, L.L.C.		9/23/05	BUY		498,400			22.2916
Atticus Capital, L.L.C.		9/26/05	SELL		(125,000	)		21.9040
Atticus Capital, L.L.C.		9/26/05	BUY		125,000			9.9040
Atticus Capital, L.L.C.		9/26/05	SELL		(50,000	)		10.5000
Atticus Capital, L.L.C.		9/26/05	BUY		250,000			21.3839
Atticus Capital, L.L.C.		9/27/05	BUY		50,000			8.5000
Atticus Capital, L.L.C.		9/27/05	SELL		(25,000	)		8.6000
Atticus Capital, L.L.C.		9/27/05	BUY		250,000			5.5800
Atticus Capital, L.L.C.		9/27/05	SELL		(168,800	)		13.6319
Atticus Capital, L.L.C.		9/27/05	SELL		(97,100	)		16.3799
Atticus Capital, L.L.C.		9/27/05	SELL		(12,500	)		17.0000
Atticus Capital, L.L.C.		9/27/05	SELL		(33,200	)		21.0000
Atticus Capital, L.L.C.		9/27/05	SELL		(75,300	)		30.4000
Atticus Capital, L.L.C.		9/27/05	BUY		105,500			17.0000
Atticus Capital, L.L.C.		9/27/05	SELL		(12,500	)		26.3080
Atticus Capital, L.L.C.		9/28/05	SELL		(100,000	)		12.2944
Atticus Capital, L.L.C.		9/28/05	BUY		69,300			6.2811
Atticus Capital, L.L.C.		9/28/05	SELL		(69,300	)		8.8000
Atticus Capital, L.L.C.		9/28/05	BUY		400,000			23.7220
Atticus Capital, L.L.C.		9/28/05	BUY		250,000			20.9690

EX-99.4

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that I, TIMOTHY R. BARAKETT, hereby make, constitute and appoint each of JOHN F. BROWN and NANDITA HOGAN, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as chief executive officer of, member of or in other capacities with Atticus Capital, L.L.C. (“Atticus”) and each of its affiliates or entities advised by me or Atticus, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

     THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of Atticus Capital, L.L.C. or one of its affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 26, 2005.

/s/ Timothy R. Barakett Timothy R. Barakett