SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Danner Denise R

(Last)

(First)

(Middle)

C/O PHELPS DODGE CORPORATION

ONE NORTH CENTRAL AVENUE

(Street)

PHOENIX

85004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2004

3. Issuer Name and Ticker or Trading Symbol
PHELPS DODGE CORP [ PD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON SHARES	200	I	SHARES HELD IN THE PHELPS DODGE CORPORATION EMPLOYEE SAVINGS PLAN.
COMMON SHARES	1,000⁽¹⁾	D
COMMON SHARES	1,200⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
EMPLOYEE STOCK OPTION/RIGHT TO PURCHASE	⁽³⁾	12/04/2011	COMMON SHARES	1,667	$34.67	D
EMPLOYEE STOCK OPTION/RIGHT TO PURCHASE	⁽⁴⁾	07/02/2012	COMMON SHARES	667	$40.605	D

Explanation of Responses:

1. AWARD OF RESTRICTED SHARES ON JULY 2, 2002 PURSUANT TO THE PHELPS DODGE CORPORATION 1998 STOCK OPTION AND RESTRICTED STOCK PLAN.

2. AWARD OF RESTRICTED SHARES ON FEBRUARY 3, 2004 PURSUANT TO THE PHELPS DODGE CORPORATION 2003 STOCK OPTION AND RESTRICTED STOCK PLAN.

3. THESE OPTIONS WILL BECOME EXERCISABLE ON DECEMBER 4, 2004 PURSUANT TO THE PHELPS DODGE CORPORATION 1998 STOCK OPTION AND RESTRICTED STOCK PLAN.

4. THESE OPTIONS WILL BECOME EXERCISABLE ON JULY 2, 2005 PURSUANT TO THE PHELPS DODGE CORPORATION 1998 STOCK OPTION AND RESTRICTED STOCK PLAN.

	/ s / S. David Colton, Attorney-in-fact for Denise R. Danner	11/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.