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

March 4, 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 of incorporation)	(Commission File Number)	(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))

ITEM 8.01 OTHER EVENTS

     On March 7, 2006, Phelps Dodge Corporation (“Phelps Dodge”) issued a press release announcing that Phelps Dodge entered into an agreement (the “Agreement”) to sell Phelps Dodge High Performance Conductors of SC and GA, Inc. (“HPC”) to International Wire Group (“IWG”). Pursuant to the Agreement, IWG will purchase the stock of HPC, including certain copper inventory, for approximately $47 million in cash, subject to a working capital adjustment at closing. In addition, the Agreement provides for a contingent payment to Phelps Dodge of up to $3 million based on HPC’s 2006 results. Phelps Dodge expects to record a special, net after-tax loss on the transaction of approximately $5 million, primarily associated with transaction and employee-related costs.

     The transaction is subject to certain regulatory approvals.

     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 March 7, 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:	March 9, 2006

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Exhibit Index

Exhibit Number	Description
Exhibit 99.1	Press release, dated March 7, 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 to Sell High Performance Conductor Business

PHOENIX, March 7, 2006 - Phelps Dodge Corp. (NYSE:PD) announced today it has agreed to sell Phelps Dodge High Performance Conductors of SC & GA, Inc. (HPC) to International Wire Group (IWG). Under the agreement, IWG will purchase the stock of HPC, including certain copper inventory, for approximately $47 million in cash, subject to a working capital adjustment at the time of closing, plus a contingent payment to Phelps Dodge of up to $3 million based on HPC’s 2006 results. Phelps Dodge expects to record a special, net after-tax loss on the transaction of approximately $5 million. The sale is subject to certain regulatory approvals.

The sale will include HPC manufacturing operations in Inman, S.C., and Trenton, Ga. The transaction will not include a Phelps Dodge facility at Elizabeth, N.J., which will become a unit of the Phelps Dodge Smelting, Refining and Rod Group. Under the agreement, Phelps Dodge will continue to be a primary supplier of certain copper alloys to IWG. Phelps Dodge also is a primary supplier of copper rod to IWG.

HPC is a manufacturer of specialty high-performance conductors for the aerospace, medical, automotive, computer, telecommunications, mass transportation, geophysical and electronics markets.

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, 2005.