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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))
 
 

 

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

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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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