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                                                                     Exhibit 4.1


                             [FORM OF FACE OF NOTE]

                          8-3/4% Note Due June 1, 2011

                            PHELPS DODGE CORPORATION

         If the registered owner of this security is The Depository Trust
Company or a nominee thereof, the following legend is applicable: THIS SECURITY
IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF
THE DEPOSITORY TRUST COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY
TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY
TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY THE
DEPOSITORY TRUST COMPANY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

No. __________________________                      $___________________________


         Phelps Dodge Corporation, a corporation duly organized and existing
under the laws of the State of New York (herein called the "Company"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $[ ] on June 1, 2011, and to pay interest thereon from May 30,
2001 or from the most recent interest payment date to which interest has been
paid or duly provided for. Interest shall be payable on this Note semiannually
on December 1 and June 1 in each year, commencing on December 1, 2001, at the
rate of 8-3/4% per annum, until the principal hereof is paid or made available
for payment, and at the rate borne by this Note on any overdue principal and (to
the extent that the payment of such interest shall be legally enforceable) on
any overdue installment of interest. The interest so payable on any interest
payment date which is punctually paid or duly provided for on any interest
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payment date will, as provided in the Indenture referred to below, be paid to
the person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest, which shall be May 15 or November 15, as
the case may be, preceding such interest payment date. Interest payable on this
Note that is not punctually paid or duly provided for on any interest payment
date shall forthwith cease to be payable to the person in whose name this Note
is registered on the relevant Regular Record Date, and such defaulted interest
shall instead be payable to the person in whose name this Note is registered on
the special record date or other specified date determined in accordance with
the Indenture referred to on the reverse hereof.

         Payment of the principal of and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York (which shall initially be the office of the
Corporate Trust Department of the Trustee), in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company interest on the Notes may be paid (i) by check mailed to the address of
the person entitled thereto as such address shall appear in the register of
Holders of the Notes or (ii) by wire transfer to an account maintained by the
person entitled thereto as specified in the register of Holders of the Notes.

         Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to below or be valid or
obligatory for any purpose.
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         IN WITNESS WHEREOF, PHELPS DODGE CORPORATION has caused this instrument
to be executed in its corporate name by the manual or facsimile signatures of
its duly authorized officers named below.


Dated:  May 30, 2001

                                       PHELPS DODGE CORPORATION


                                       By:______________________________________
                                           Name:
                                           Title:


                                       By:______________________________________
                                           Name:
                                           Title:


[Corporate Seal]
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                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

         This is one of the Securities of a series described in the
within-mentioned Indenture.

Dated: May 30, 2001

                                       FIRST UNION NATIONAL BANK,
                                             as Trustee

                                       By:______________________________________
                                           Authorized Signatory


[Corporate Seal]
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                            [FORM OF REVERSE OF NOTE]

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 22, 1997 (herein called the
"Indenture"), from the Company to First Union National Bank, as successor
trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited to $625,000,000 in aggregate principal
amount, and is issued pursuant to resolutions of the Board of Directors of the
Company adopted on June 21, 2000 and May 2, 2001, resolutions of the Executive
Committee of the Board of Directors of the Company adopted on May 24, 2001 and
actions taken by officers of the Company pursuant to such resolutions.

         The Securities of this series shall be subject to optional redemption
of the Company at any time in accordance with the redemption provisions
described in the prospectus supplement and underlying prospectus pursuant to
which the securities were sold. The Company shall have no obligation to redeem
or purchase the Securities pursuant to any sinking fund.

         The Indenture contains provisions for defeasance and covenant
defeasance at any time of the indebtedness on this Security upon compliance by
the Company with certain conditions set forth therein, which provisions apply to
this Security.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time outstanding, on
behalf of the Holders of all Securities of such series, to waive certain
existing defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.
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         As provided in the Indenture and subject to certain limitations as
therein set forth, the transfer of this Security is registrable on the Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company, the Trustee and the Registrar
duly executed by the Holder hereof or his or her attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         The Securities of this series are issuable in denominations of $1,000
and any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination, as requested by the Holder surrendering
the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name this Security is registered as the owner hereof for all
purposes (subject to the provisions hereof with respect to determination of the
person to whom interest is payable).

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.