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                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

                                            
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12



                              ASARCO INCORPORATED
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                (Name of Registrant as Specified in Its Charter)

                            PHELPS DODGE CORPORATION
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    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a6(i)(2) or Item
     22(a)(2) of Schedule 14A.

[ ]  Fee computed on table below per Exchange Act Rules 14a-(6)(i)(4) and 0-11.

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     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

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[ ]  Fee paid previously with preliminary materials.

[ ]  Fee paid previously by written preliminary materials

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
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                        [Phelps Dodge Corporation Logo]



September 16, 1999


Dear Asarco Shareholder:

                      HAVE YOU SEEN YOUR DIRECTORS LATELY?

We haven't. In August we proposed to your Board and management a compelling
3-way merger that would provide you a substantial premium for your shares.
However, your directors have repeatedly refused to meet with us to inform
themselves about our offer. Instead we were told that they were prohibited by
their own agreement from doing so -- a revolutionary new "EYES WIDE SHUT"
entrenchment defense.

Therefore, we've gone directly to you through our exchange offer. OUR OFFER
PROVIDES YOU WITH A SIGNIFICANT PREMIUM, A $2.00 ANNUAL CASH DIVIDEND AND
SUBSTANTIAL UPSIDE POTENTIAL. Yet your Board rejected our superior, premium
proposal as "inadequate" and instead endorsed the no-premium Asarco/Cyprus Amax
merger.

Without even talking to us, how can your Board have determined that our premium
offer is "inadequate" and their no-premium deal is "fair"?

Is it because the Asarco/Cyprus Amax transaction all but guarantees senior
management their jobs into 2002, with lucrative new employment contracts that
cannot be changed without approval by 75% of the Board?

Clearly, your Board's decision cannot be based on performance. OVER THE PAST 15
YEARS, PHELPS DODGE HAS PRODUCED A TOTAL SHAREHOLDER RETURN OF 1024%, while
Asarco and Cyprus Amax have returned only 25% and 102%, respectively.(1)

Asarco and Cyprus Amax have only begun looking at tough management decisions in
the face of the competing Phelps Dodge proposal. When our proposal was
announced, they changed the synergy numbers they had announced on July 15. We
wouldn't be surprised if they changed these numbers a few more times before your
shareholders meeting on September 30.

Asarco and Cyprus Amax have also tried to confuse you with a barrage of
production and capacity statistics. We haven't seen an emphasis on these kinds
of numbers since the fall of Soviet-style economic planning. Why not just
compare the value of the two proposals -- ours with theirs.

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(1) Total 15-year shareholders return through 8/11/99; Cyprus Amax returns
measured from 5/85 IPO

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Don't be confused by the Asarco/Cyprus Amax rhetoric. We believe that the
principal obstacles to completing a 3-way merger -- and therefore the principal
obstacle to you receiving our superior price and performance -- are the numerous
entrenchment devices the Asarco and Cyprus Amax Boards are placing between you
and value.

SEND YOUR BOARD A CLEAR MESSAGE THAT YOU WANT SUPERIOR VALUE. VOTE NO TO THE
ASARCO/CYPRUS AMAX NO-PREMIUM MERGER BY SIGNING, DATING AND RETURNING THE BLUE
PROXY CARD TODAY.

Thank you for your support.


PHELPS DODGE CORPORATION



           IF YOU NEED HELP VOTING YOUR SHARES OF HAVE ANY QUESTIONS,
       PLEASE CALL INNISFREE M&A INCORPORATED TOLL FREE AT 877-750-5838.


This letter is neither an offer to exchange nor a solicitation of an offer to
exchange the common stock of Asarco or Cyprus Amax for common stock of Phelps
Dodge. The offers are being made solely by means of Phelps Dodge's Prospectus
and related letter of Transmittal. This letter shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
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                        [Phelps Dodge Corporation Logo]



September 16, 1999


Dear Asarco Shareholder:

                      HAVE YOU SEEN YOUR DIRECTORS LATELY?

WE HAVEN'T. In August, Phelps Dodge proposed to your Boards and management a
compelling 3-way merger that would provide you substantial premiums for your
shares. However, your directors have repeatedly refused to meet with us to
inform themselves about our offers--a revolutionary new "EYES WIDE SHUT"
entrenchment defense.

Therefore, we've gone directly to you, through our exchange offers. Our offers
provide you with significant premiums, a $2.00 annual cash dividend and
substantial upside potential. Yet your Boards rejected our superior premium
proposals as "inadequate" and instead endorsed the no-premium ASARCO/Cyprus Amax
merger.

WITHOUT EVEN TALKING TO US, HOW CAN YOUR BOARDS HAVE DETERMINED THAT OUR PREMIUM
OFFERS ARE "INADEQUATE" AND THEIR NO-PREMIUM DEAL IS "FAIR"?

IS IT BECAUSE THE ASARCO/CYPRUS AMAX TRANSACTION ALL BUT GUARANTEES SENIOR
MANAGEMENT THEIR JOBS INTO 2002, WITH LUCRATIVE NEW EMPLOYMENT CONTRACTS?

Clearly, their decisions cannot be based on performance. Over the past 15
years, Phelps Dodge has produced a total shareholder return of 1024%--while
ASARCO and Cyprus Amax have returned only 25% and 102%, respectively.(1)

Don't be confused by the ASARCO/Cyprus Amax rhetoric. We believe the principal
obstacles to completing a 3-way merger--and therefore, the principal obstacle
to you receiving our superior price and performance--are the numerous
entrenchment devices the ASARCO and Cyprus Amax Boards are placing between you
and value.

SEND YOUR BOARDS A CLEAR MESSAGE THAT YOU WANT SUPERIOR VALUE. VOTE NO TO THE
ASARCO/CYPRUS AMAX NO-PREMIUM MERGER BY SENDING IN YOUR BLUE ASARCO AND GOLD
CYPRUS AMAX PROXY CARDS.

 IF YOU NEED HELP VOTING YOUR SHARES AGAINST THE ASARCO/CYPRUS AMAX NO-PREMIUM
   MERGER, PLEASE CALL INNISFREE M&A INCORPORATED TOLL FREE AT 877-750-5838.


                        [PHELPS DODGE CORPORATION LOGO]


(1) Total 15-year shareholder return through 8/11/99; Cyprus Amax returns
measured from 5/85 IPO.

This advertisement is neither an offer to exchange nor a solicitation of an
offer to exchange the common stock of ASARCO or Cyprus Amax for common stock of
Phelps Dodge. The offers will be made solely by means of Phelps Dodge's
Prospectus and the related Letter of Transmittal. This advertisement shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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                      ASARCO and Cyprus Amax Shareholders:

                            PERFORMANCE vs. PROMISES



15-YEAR PERFORMANCE FOR SHAREHOLDERS

[Graphical design omitted
The graph displays the total return on common stock of Phelps Dodge (1024%),
Cyprus Amax (102%) and Asarco (25%) over the past 15 years using a base date of
August 10, 1984. Source: Morgan Stanley Dean Witter Note: Cyprus Amax returns
measured from 5/85 IPO.]


Do you want Phelps Dodge's proven performance - or more promises from ASARCO and
Cyprus Amax?


Which stock do you want to own - new ASARCO Cyprus shares created in their
no-premium merger or Phelps Dodge shares through premium offers for your
shares? The choice is yours.


Don't be confused by the rhetoric. Your votes at the September 30 shareholder
meetings are simply about value -- and which company you believe will deliver
it.




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If you need help voting your shares AGAINST the ASARCO/Cyprus Amax no-premium
merger, please call INNISFREE M&A INCORPORATED toll-free at 877-750-5838.
- --------------------------------------------------------------------------------


                            PHELPS DODGE CORPORATION


     This advertisement is neither an offer to exchange nor a solicitation of an
offer to exchange the common stock of Asarco or Cyprus Amax for common stock of
Phelps Dodge. The offers will be made solely by means of Phelps Dodge's
Prospectus and the related Letter of Transmittal. This advertisement shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state