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

April 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	(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:

[    ] 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))

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     (b) On April 4, 2006, Mr. Robert N. Burt advised the board of directors (the “Board”) of Phelps Dodge Corporation (the “Company”) that he has decided to retire from the Board after thirteen years of service and will not stand for re-election as a director at the Company’s annual meeting of stockholders scheduled for May 26, 2006 (the “2006 Annual Meeting”).

     On April 4, 2006, Mr. Robert D. Krebs advised the Board that he has decided to retire from the Board after nineteen years of service and will not stand for re-election as a director at the 2006 Annual Meeting.

     Messrs. Burt and Krebs will continue to serve as directors until the expiration of their terms at the 2006 Annual Meeting.

ITEM 7.01 REGULATION FD DISCLOSURE

     On April 5, 2006, the Company issued a press release announcing that it had nominated two new director candidates to stand for election as directors at the 2006 Annual Meeting:

• Dustan E. McCoy, 56, chairman and chief executive officer of Brunswick Corporation

• Martin Richenhagen, 53, president and chief executive officer of AGCO Corporation

     See Exhibit 99.1 furnished herewith.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press Release of Phelps Dodge Corporation, dated April 5, 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/ Ramiro G. Peru
	Name:	Ramiro G. Peru
	Title:	Executive Vice President and Chief Financial
		Officer
Date: April 10, 2006

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Exhibit Index

Exhibit Number	Description
Exhibit 99.1	Press release, dated April 5, 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. Board Members Robert N. Burt, Robert D. Krebs to Retire;
Dustan E. McCoy, Martin Richenhagen Will Stand for Election

PHOENIX, April 5, 2006 — Two members of the Phelps Dodge Corp. (NYSE:PD) board of directors, Robert N. Burt and Robert D. Krebs, are retiring from the board and will not stand for re-election at the company’s annual meeting on May 26. Burt, retired chairman and chief executive officer of FMC Corp., and Krebs, retired chairman and chief executive officer of Burlington Northern Santa Fe Corp., served on the Phelps Dodge board for 13 years and 19 years, respectively.

The board of directors has nominated the following candidates to stand for election at the upcoming annual meeting:

• Dustan E. McCoy, 56, chairman and chief executive officer of Brunswick Corp., a leading manufacturer of high-quality recreational products. McCoy joined Brunswick in 1999 and became chairman and chief executive officer in December 2005. Before joining Brunswick, he held senior positions with Witco Corp., a chemical manufacturer. McCoy holds a bachelor of arts degree in political science from Eastern Kentucky University and a juris doctor degree from the Salmon P. Chase College of Law at Northern Kentucky University. He also serves on the board of directors of Louisiana-Pacific Corp.

• Martin Richenhagen, 53, president and chief executive officer of AGCO Corp., a leading manufacturer and distributor of agricultural equipment. Richenhagen joined AGCO in 2004. Before coming to AGCO, he held senior positions with Forbo International SA, a Swiss-based manufacturer of flooring materials, and CLAAS KgaA mbH, a German-based manufacturer of agricultural equipment. Richenhagen holds a degree in theology and Romance literature from the University of Bonn and a diploma in business administration from AKAD University of Stuttgart. He is a director of AGCO Corp.

“Bob Burt and Rob Krebs have made important contributions to Phelps Dodge during their many years of service, and I certainly understand their desire for less-structured schedules,” said J. Steven Whisler, chairman and chief executive officer. “We are delighted Dusty McCoy and Martin Richenhagen will be joining our board. Each is a strong, respected, independent business leader with broad and varied business experiences.”

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 employs more than 13,500 people worldwide.

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