8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

Amendment No. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

PHELPS DODGE CORPORATION

(Exact name of registrant as specified in its charter)

New York	13-1808503
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
One North Central Avenue, Phoenix, AZ	85004-4414
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Rights to Purchase Series A Junior Participating Preferred Stock, par value $1.00 per share	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: 001-00082 (if applicable).

Securities to be registered pursuant to Section 12(g) of the Act:

None
 

(Title of Class)

AMENDMENT NO. 1 TO FORM 8-A

     This Amendment No. 1 amends and supplements the Registration Statement on Form 8-A filed by Phelps Dodge Corporation, a New York corporation (the “Company”) with the Securities and Exchange Commission on February 6, 1998 (the “Form 8-A”).

Item 1. Description of Registrant’s Securities to be Registered

     Item 1 of the Form 8-A is hereby amended by adding the following at the end thereof:

     On November 18, 2006, the Company, Freeport McMoRan Copper & Gold, Inc., a Delaware corporation (“Parent”), and Panther Acquisition Corporation, a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), whereupon the separate existence of Merger Sub will cease, and the Company will continue as a wholly-owned subsidiary of Parent. The Merger has been approved by the respective Boards of Directors of the Company, Parent and Merger Sub.

     Prior to execution of the Merger Agreement, the Company and Mellon Investor Services LLC as successor in interest to The Chase Manhattan Bank (the “Rights Agent”), entered into Amendment No. 1 to Rights Agreement, dated as of November 18, 2006 (the “Rights Agreement Amendment”), amending the Rights Agreement, dated as of February 5, 1998 (the “Rights Agreement”), between the Company and the Rights Agent. Capitalized terms used below but not defined herein have the meanings given to them in the Rights Agreement, as amended by the Rights Agreement Amendment. The Rights Agreement Amendment provides that none of the execution and delivery of the Merger Agreement, the performance of any obligation thereunder, and the consummation of any one or more of the transactions contemplated thereby, including, without limitation, the Merger (any such event, a “Permitted Event”), will trigger the separation or exerciseability of the Rights under the Rights Agreement. In particular, the Rights Agreement Amendment amends the Rights Agreement to provide, among other things, that (i) neither Parent nor Merger Sub (with respect to acquisitions of Beneficial Ownership pursuant to a Permitted Event only) will be deemed to be an Acquiring Person, (ii) the acquisition of Beneficial Ownership of Common Shares as a result of a Permitted Event shall constitute neither a Section 11(a)(ii) Event nor a Section 13 Event and (iii) the acquisition of Beneficial Ownership of Common Shares as a result of a Permitted Event will cause neither the Distribution Date nor the Stock Acquisition Time to occur.

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     The Rights Agreement, including the form of the Rights Certificate, is filed as an exhibit to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 6, 1998 and is hereby incorporated herein by reference. The Rights Agreement Amendment is filed as Exhibit 4.1 hereto and is hereby incorporated herein by reference. The foregoing description of the Rights Agreement and the Rights Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 2. Exhibits

Exhibit No.	Description
4.1	Amendment No. 1 to Rights Agreement, dated as of November 18, 2006, between Phelps Dodge Corporation and Mellon Investor Services LLC as successor in interest to The Chase Manhattan Bank, as Rights Agent.

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SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: November 20, 2006

PHELPS DODGE CORPORATION.
By:	: /s/ S. David Colton
	Name:	S. David Colton
	Title:	Senior Vice President and General Counsel

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 to Rights Agreement (the “Amendment”), dated as of November 18, 2006, is entered into by and between Phelps Dodge Corporation, a New York corporation (the “Company”), and Mellon Investor Services LLC as successor in interest to The Chase Manhattan Bank, as Rights Agent (the “Rights Agent”).

     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement, dated as of February 5, 1998 (the “Agreement”);

     WHEREAS, the Company wishes to amend the Agreement; and

     WHEREAS, Section 27 of the Agreement provides, among other things, that prior to the Stock Acquisition Time (as defined in the Agreement) the Company may, and the Rights Agent shall, if the Company so directs, amend any provision of the Agreement without the approval of any holders of certificates representing common shares of the Company.

     NOW, THEREFORE, the Company and the Rights Agent hereby amend the Agreement as follows:

     1. Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Agreement.

     2. Section 1(s) of the Agreement is hereby amended by adding the following at the end of the first sentence thereof immediately prior to the period:

     “or (with respect to acquisitions of Beneficial Ownership pursuant to a Permitted Event only) Freeport or Freeport Merger Sub.

     3. Section 1(jj) is hereby amended to add the following at the end thereof immediately prior to the period:

     “(other than a public announcement or communication that an Acquiring Person has become such as a result of any Permitted Event)”.

     4. Section 1 of the Agreement is hereby further amended by inserting the following defined terms after Section 1(nn):

          a. “(oo) “Freeport” shall mean Freeport-McMoRan Copper & Gold Inc., a Delaware corporation.”

          b. “(pp) “Freeport Merger Sub” shall mean Panther Acquisition Corporation, a New York corporation and a wholly-owned subsidiary of Freeport.”

          c. “(qq) “Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of November 18, 2006, as the same may be amended from time to time, by and among the Company, Freeport and Freeport Merger Sub, pursuant to which Freeport Merger Sub will be merged with and into the Company.”

          d. “(rr) “Permitted Event” shall mean the execution and delivery of the Merger Agreement, the performance of any obligation thereunder, and the consummation of any one or more of the transactions contemplated thereby, including, without limitation, the Merger (as defined in the Merger Agreement).”

     5. Section 3(a) of the Agreement is hereby amended to add the following at the end of the first sentence thereof immediately prior to the period:

          “; provided, however, that, notwithstanding anything in this Agreement to the contrary, the acquisition of Beneficial Ownership of Common Shares as a result of any Permitted Event shall not constitute or result in the occurrence of the Distribution Date”.

     6. Section 11(a)(ii) of the Agreement is amended to add the following at the end thereof immediately prior to the period:

     “; provided, however, that, notwithstanding anything in this Agreement to the contrary, the acquisition of Beneficial Ownership of Common Shares as a result of any Permitted Event shall not constitute or result in the occurrence of a Section 11(a)(ii) Event”.

     7. Section 13(a) of the Agreement is amended to add the following at the end thereof immediately prior to the period:

     “; provided, however, that, notwithstanding anything in this Agreement to the contrary, neither the Merger (as defined in the Merger Agreement) nor any other Permitted Event shall constitute or result in the occurrence of a Section 13 Event”.

     8. Section 25 of the Agreement is amended to add the following subsection (c) to read as follow:

     “(c) Notwithstanding anything in this Agreement to the contrary, neither the Merger (as defined in the Merger Agreement) nor any other Permitted Event shall constitute an event requiring notice under this Section 25.”

     9. The term “Agreement” as used in the Agreement shall be deemed to refer to the Agreement as amended hereby.

     10. Except as expressly amended hereby, all of the terms and provisions of the Agreement shall continue and remain in full force and effect, and each party confirms, ratifies and approves each and every of its obligations under the Agreement, as amended by this Amendment.

     11. This Amendment shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

     12. This Agreement may be executed in any number of counterparts (including by facsimile) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of this 18th day of November, 2006.

PHELPS DODGE CORPORATION
By:	/s/ Ramiro G. Peru
	Name:	Ramiro G. Peru
	Title:	Executive Vice President and Chief Financial Officer

MELLON INVESTOR SERVICES LLC as Rights Agent
By:	/s/ Asa Drew
	Name:	Asa Drew
	Title:	Assistant Vice President

CERTIFICATE

     The undersigned, being a duly elected, qualified and acting officer of the Company, hereby certifies to the Rights Agent that the foregoing Amendment is in compliance with the terms of Section 27 of the Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of November 18, 2006.

PHELPS DODGE CORPORATION
By:	/s/ Ramiro G. Peru
	Name:	Ramiro G. Peru
	Title:	Executive Vice President and Chief Financial Officer