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 15, 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:

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

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

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

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

TABLE OF CONTENTS

	ITEM 7.01 REGULATION FD DISCLOSURE
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
Exhibit Index
EX-99.1

ITEM 7.01 REGULATION FD DISCLOSURE

     On February 15, 2006, Phelps Dodge Corporation issued a press release responding to a letter received from Atticus Management LLC, which was filed with its 13D Amendment on February 15, 2006.

     A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 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 15, 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 15, 2006

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Exhibit Index

Exhibit Number	Description
Exhibit 99.1	Press release, dated February 15, 2006.

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EX-99.1

Exhibit 99.1

For Immediate Release
Media:                     Peter J. Faur
(602) 366-7993

Investors:   Stanton K. Rideout
(602) 366-8589

Phelps Dodge Reaffirms Commitment to Returning Cash to Shareholders
and Rejects Reckless Demand by Atticus Capital

PHOENIX, Feb. 15, 2006 — Phelps Dodge Corp. (NYSE:PD) today reaffirmed its commitment to returning substantial cash to its shareholders and rejected a reckless demand from Atticus Capital to add a substantial debt burden to the company to fund an additional share repurchase program.

Chairman and Chief Executive Officer J. Steven Whisler said: “I have spoken with representatives of Atticus Capital on several occasions in recent months to try to gain a clear understanding of their proposals for Phelps Dodge. We believe their demand to add a substantial debt burden to Phelps Dodge at this point in the metal-pricing cycle to fund an additional stock buyback program represents a reckless bet that could threaten our company’s future.

“There should be no doubt, however, about our board’s commitment to return cash to our shareholders. Last October, the board authorized a shareholder capital return program of $1.5 billion, and we already have authorized the return of more than $900 million to Phelps Dodge shareholders through special dividends. We are committed to returning another $600 million by the end of 2006 — and possibly more — but we will do so only as our actual results justify it. We will not compromise our financial discipline based merely on a hope about future prices in an extremely volatile market.

“We find it regrettable that Atticus Capital has chosen to mischaracterize our discussions, as well as our commitment to shareholder interests. We regularly meet with our shareholders, including Atticus Capital, and listen carefully to their views. In our most recent conversation with Atticus Capital last week, Atticus asked whether Mr. Barakett, the Atticus chairman, or an independent individual they would suggest to us could be added to our board of directors. I told Mr. Barakett that if he would identify specific potential director candidates, I would forward that information to our board’s Committee on Directors and Corporate Governance for consideration. Mr. Barakett assured me that he would call me back promptly with specific suggestions. Unfortunately, our next communication from Atticus was today’s public letter.

-more-

“The company intends to maintain a solid, investment-grade credit rating throughout the copper cycle, keep an appropriate debt-to-capitalization ratio and retain sufficient cash balances to maintain Phelps Dodge’s financial flexibility and to ensure appropriate funding of its growth and asset improvement projects. We will continue to maintain financial discipline by focusing on these priorities in the context of our capital structure and potential strategic opportunities with the objective of increasing long-term shareholder value.

“The future of this 172-year-old company has never looked brighter. We have significant, exciting growth projects scheduled to come on stream over the next several years. Our cutting-edge technology is significantly enhancing our competitive position. These growth projects and investments in technology, however, require substantial capital. We will not recklessly add debt that could threaten our ability to make these investments in a risky bet on future metals prices in a very volatile market. We are absolutely committed, however, to returning substantial cash to our shareholders as our actual results warrant it.”

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.

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