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 10, 2006
(Date of Report/Date of earliest event reported)

PHELPS DODGE CORPORATION

(Exact name of registrant as specified in its charter)

NEW YORK	001-00082	13-1808503
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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

ITEM 8.01 OTHER EVENTS

     On February 10, 2006, Phelps Dodge Corporation (the “Company”) issued a press release announcing that it and Phelps Dodge Industries, Inc., a wholly-owned subsidiary of the Company (Phelps Dodge Industries, Inc. and the Company together, “Phelps Dodge”), have completed the sale of substantially all of its North American magnet wire assets to Rea Magnet Wire Company, Inc. (“Rea”) pursuant to an Asset and Stock Purchase Agreement entered into between Phelps Dodge and Rea on November 15, 2005 (the “Agreement”). Under the Agreement, Rea purchased the assets, including certain copper inventory, for approximately $139 million in cash, which includes a base purchase price of approximately $125 million and a working capital adjustment estimated at closing to be approximately $14 million.

     Phelps Dodge estimates special, net after-tax charges of approximately $16 million associated with this transaction, resulting mostly from employee-related costs and asset impairment charges. Of this amount, approximately $11 million was recognized in the 2005 fourth quarter.

     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

(d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press Release of Phelps Dodge Corporation, dated February 10, 2006.

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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 13, 2006

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Exhibit Index

Exhibit Number	Description
Exhibit 99.1	Press release, dated February 10, 2006.

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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 Corp. Completes Sale of North American Magnet Wire Assets

PHOENIX, Feb. 10, 2006 - Phelps Dodge Corp. (NYSE:PD) announced today it has completed the sale of substantially all its North American magnet wire assets to Rea Magnet Wire Co., Inc.

Under the agreement, which was announced Nov. 16, 2005, Rea purchased Phelps Dodge Magnet Wire’s manufacturing operations in Fort Wayne, Ind., and Monterrey, Mexico, as well as approximately 24 million pounds of copper inventory held at various North American warehouses. Phelps Dodge will continue to be a primary supplier of copper rod to Rea.

The transaction does not include the Phelps Dodge One Technology Center (OTC) in Fort Wayne; a magnet wire plant in Suzhou, China, that will become a unit of Phelps Dodge International Corp.; and certain intellectual property assets. Phelps Dodge plans to sell the 23-acre OTC property, which includes a multilevel office building and two warehouses.

Rea purchased the Phelps Dodge Magnet Wire assets, including the copper inventory, for approximately $139 million in cash. This figure includes a base purchase price of approximately $125 million and a working capital adjustment estimated at closing to be approximately $14 million.

Phelps Dodge estimates special, net after-tax charges of approximately $16 million associated with this transaction, resulting mostly from employee-related costs and asset impairment charges. Of this amount, approximately $11 million was recognized in the 2005 fourth quarter.

Rea offered positions to approximately 580 magnet wire employees in manufacturing operations at the Fort Wayne and Monterrey plants.

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 approximately 15,000 people worldwide.

# # #

This news release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In addition to the risks and uncertainties noted in this news release, there are certain factors that could cause results to differ materially from those anticipated by some of the statements made. These factors include those listed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the company’s most recently filed annual report on Form 10-K for the fiscal year ended December 31, 2004.