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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Mailhot Nancy F 2. Date of Event Requiring Statement (Month/Day/Year) 10/04/2005 3. Issuer Name and Ticker or Trading Symbol PHELPS DODGE CORP [PD] (Last) (First) (Middle) C/O PHELPS DODGE CORPORATION, ONE NORTH CENTRAL AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President-Human Resources 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PHOENIX, AZ 85004 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 1,704 D   Common Shares 2,500 (1) D   Common Shares 900 (2) D   Common Shares 1,870 (3) D   Common Shares 1,900 (4) D   Common Shares 509 I Shares held in the Phelps Dodge Employee Savings Plan (401(k) Plan).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options/Right to Purchase	02/03/2005(5)	02/04/2014	Common Shares	667	$ 74.61	D	Â
Employee Stock Options/Right to Purchase	02/01/2006(6)	02/02/2015	Common Shares	1,000	$ 96.19	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mailhot Nancy F C/O PHELPS DODGE CORPORATION ONE NORTH CENTRAL AVENUE PHOENIX, AZ 85004	Â	Â	  Vice President-Human Resources	Â

Signatures

/s/Catherine R. Hardwick, Attorney-in-fact for Nancy F. Mailhot		10/14/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Award of restricted shares on March 1, 2001 pursuant to the Phelps Dodge Corporation 1998 Stock Option and Restricted Stock Plan.
(2)	Award of restricted shares on July 2, 2002 pursuant to the Phelps Dodge Corporation 1998 Stock Option and Restricted Stock Plan.
(3)	Award of restricted shares on February 3, 2004 pursuant to the Phelps Dodge Corporation 2003 Stock Option and Restricted Stock Plan.
(4)	Award of restricted shares on February 1, 2005 pursuant to the Phelps Dodge Corporation 2003 Stock Option and Restricted Stock Plan.
(5)	Option grant on February 3, 2004 pursuant to the Phelps Dodge Corporation 2003 Stock Option and Restricted Stock Plan; the option became exerciseable with respect to 333 shares on February 3, 2005; the remaining shares vest in two substantially equal annual installments on February 3, 2006 and 2007.
(6)	Option grant on February 1, 2005 pursuant to the Phelps Dodge Corporation 2003 Stock Option and Restricted Stock Plan; shares vest in three substantially equal annual installments on February 1, 2006, 2007 and 2008.

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