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

February 7, 2006/ February 1, 2006
(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 85004-4414
(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)

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:

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

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

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

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

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

ITEM 8.01 OTHER EVENTS

On February 1, 2006, Phelps Dodge Corporation (the “Company”) issued a press release announcing that its Board of Directors approved a two-for-one stock split of the Company’s common stock, par value $6.25 per share, to be effected in the form of a 100 percent stock dividend, with holders of record on the record date receiving one additional share of common stock for each share owned. The press release also announced that the Board of Directors declared a regular quarterly cash dividend of 37.5 cents per common share (pre-split) and a special dividend of $4.00 per common share (pre-split), as part of the Company’s previously announced program to return $1.5 billion in capital to shareholders. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

99.1 Press release of Phelps Dodge Corporation dated February 1, 2006.

2

SIGNATURES

     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.

PHELPS DODGE CORPORATION
(Registrant)
By:	/s/ S. David Colton
	Name:	S. David Colton
	Title:	Senior Vice President and
		General Counsel
Date: February 7, 2006

3

EXHIBIT INDEX

Exhibit
Number	Exhibit
99.1	Press release of Phelps Dodge Corporation dated February 1, 2006.

4

EX-99.1

Exhibit 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 Declares Two-for-One Stock Split, Special Dividend,
and March 3, 2006, Dividend on Common Shares

PHOENIX, Feb. 1, 2006 — Phelps Dodge Corp. (NYSE: PD) announced today that its board of directors has:

§	Approved a two-for-one split of the company’s outstanding common stock. The split will be effected in the form of a 100 percent stock dividend and will increase the number of shares outstanding to approximately 203.2 million from approximately 101.6 million. Common shareholders of record at the close of business on Feb. 17, 2006, will receive one additional share of common stock for every share they own as of that date. The additional shares will be distributed on March 10, 2006. The company’s common stock will begin trading at its post-split price at the beginning of trading on March 13, 2006.
§	Declared a special dividend of $4.00 per share (pre-split), or approximately $406 million, payable on March 3, 2006, to common shareholders of record as of Feb. 14, 2006. Last year the board approved a program to reward shareholders by returning $1.5 billion of capital by the end of 2006. This special dividend is part of that program, which was initiated with a special dividend of $5.00 per share paid in December 2005.
§	Declared a regular dividend of 37.5 cents per share (pre-split) on the common shares of the corporation. The dividend is payable on March 3, 2006, to common shareholders of record at the close of business on Feb. 14, 2006.

“Based on our continuing strong financial results, the appreciation of our stock price and our business outlook, we are pleased to be splitting our stock and declaring a $4.00 per share (pre-split) special dividend,” said J. Steven Whisler, chairman and chief executive officer. “We have stated one of our priorities for cash is to reward shareholders, and today’s actions further support that objective. We will continue to seek opportunities to create value for our shareholders.”

Both the quarterly dividend and the special dividend should be treated as dividend income and not as a “return of capital” for income tax purposes. The date on which a buyer of shares will not be entitled to the dividend (the “ex-dividend date”) for both cash dividends is Feb. 10, 2006.

-more-

Phelps Dodge Page 2 of 2

Phelps Dodge Corp. is one of the world’s leading producers of copper and molybdenum and is the largest producer of molybdenum-based chemicals and continuous-cast copper rod. The company and its two divisions, Phelps Dodge Mining Co. and Phelps Dodge Industries, employ more than 15,500 people worldwide.

# # #