Exhibit 3.2



                         Amended Effective March 5, 1997



                                  B Y - L A W S

                            PHELPS DODGE CORPORATION


         ARTICLE I.  NAME, LOCATION and CORPORATE SEAL

         Sec. 1.  The name of this Corporation is PHELPS DODGE CORPORATION.

         Sec. 2. The  principal  office of the  Company  shall be in the City of
Phoenix, County of Maricopa,  State of Arizona. The Company shall also have such
other offices,  either within or without the United States, and may transact its
business at such other places, as the Board of Directors may appoint.

         Sec. 3. The corporate seal of the Company shall have inscribed  thereon
the name of the  corporation,  and the year of its creation.  It shall be of the
form impressed upon the margin hereof. It shall be in charge of the Secretary. A
duplicate of the seal may be kept and used by the  Treasurer or by any Assistant
Secretary or Assistant Treasurer, when so ordered by the Board of Directors.

         (Imprint of corporate seal)



         ARTICLE II.  SHAREHOLDERS

         Sec. 1. Annual  Meeting.  The annual meeting of  shareholders  shall be
held at 12:00 noon on the first  Wednesday in May of each year, or at such other
time on that day or at such time on such  other  day as the  Board of  Directors
shall from time to time determine, at the principal office of the Company in the
City of Phoenix,  County of Maricopa,  State of Arizona,  or at such other place
within or  without  the State of New York as the Board of  Directors  shall from
time to time  determine,  for the  purpose  of  electing  Directors  and for the
transaction  of such  other  business  as may  properly  be  brought  before the
meeting.

         The Secretary  shall cause to be sent by first class mail not less than
ten nor more than fifty days before the date of such meeting,  a notice  thereof
addressed to each  shareholder of record entitled to vote at such meeting at his
or her  address as it appears  on the books of the  Company.  Notice may also be
sent by third  class  mail not less than  twenty-four  nor more than  fifty days
before the date of such meeting.  Any  previously  scheduled  annual  meeting of
shareholders  may be postponed  by  resolution  of the Board of  Directors  upon
public  announcement  of the  postponement  on or prior  to the date  previously
scheduled for such annual meeting of shareholders.

         Sec. 2. Special  Meetings.  Special meetings of the shareholders may be
held at the  principal  office of the Company in the City of Phoenix,  County of
Maricopa,  State of Arizona,  or at such other place within or without the State
of New York as the Board of  Directors  or the  Chairman of the Board shall from
time to time determine,  and may be called by vote of a majority of the Board of
Directors,   or  by  the  Chairman  of  the  Board.   Special  meetings  of  the
shareholders, or of the holders of a particular class or series of shares, shall
also be called when required by the  Certificate of  Incorporation  at the times
and in the manner therein set forth.

         Notice of the time,  place and  purposes  of any such  special  meeting
shall be served  personally or sent by first class mail to each  shareholder  of
record  entitled to vote at such meeting,  not less than ten nor more than fifty
days before the date of such meeting, at his or her address as it appears on the
books of the Company.  Notice may also be sent by third class mail not less than
twenty-four nor more than fifty days before the date of such meeting.  A written
waiver of notice of any meeting may be made by any  shareholder.  Any previously
scheduled  special meeting of the shareholders may be postponed by resolution of
the Board of Directors upon public  announcement of the postponement on or prior
to the date previously scheduled for such special meeting of shareholders.

         Sec.  3.  Quorum.  At any  meeting of  shareholders,  unless  otherwise
provided by law or by the  Certificate of  Incorporation,  the holders of shares
(of any  class)  aggregating  a  majority  of the total  number of shares of all
classes of the Company then issued and  outstanding  and entitled to vote at the
meeting,  present in person or represented by proxy,  shall constitute a quorum,
provided  that,  unless  otherwise  provided  by law or by  the  Certificate  of
Incorporation,  when a specified  item of business is required to be voted on by
any one or more of a particular class or series of shares,  voting as a separate
class, the holders of a majority of the shares so eligible to vote as a separate
class shall  constitute a quorum for the  transaction  of such specified item of
business.

         The shareholders  present at any duly organized meeting may continue to
transact  business  until   adjournment,   notwithstanding   the  withdrawal  of
sufficient  shareholders  to constitute the remaining  shareholders  less than a
quorum. Whether or not a quorum is present at a meeting, the person presiding at
the  meeting or the  holders of a majority  of the shares of all  classes of the
Company  entitled to vote at the meeting so present or  represented  may adjourn
the meeting from time to time. At any such  adjourned  meeting at which a quorum
shall  be  present,  any  business  may be  transacted  which  might  have  been
transacted at the meeting as originally called.

         Sec. 4.  Chairman  and  Secretary.  Meetings of  shareholders  shall be
presided  over by the  Chairman  of the Board or, if he is not  present,  by the
President or, if neither of them is present,  by a Vice Chairman,  or if none of
them is present,  by a Vice  President or, if neither the Chairman of the Board,
the President,  a Vice Chairman nor a Vice President is present,  by a person to
be chosen at the meeting. The Secretary of the Company shall act as Secretary at
all  meetings  of the  shareholders,  but in the  absence of the  Secretary  the
presiding officer may appoint any person to act as Secretary of the meeting.

         Sec.  5.  Voting.  Except  as  otherwise  provided  by  law  or by  the
Certificate of Incorporation,  each shareholder entitled to vote at a meeting of
shareholders  shall be  entitled  to one vote,  in person or by proxy,  for each
share  having  voting  power  held by him or her on the  record  date  for  such
meeting, as appears on the books of the Company.

         Only the person in whose name shares  stand on the books of the Company
at the time of closing of the transfer  books for such meeting shall be entitled
to vote, in person or by proxy, the shares so standing in his or her name.

         The Board of Directors  shall have the power and authority to fix a day
not less than ten nor more  than  fifty  days  prior to the day of  holding  any
meeting of shareholders,  as the day as of which shareholders entitled to notice
of and to vote at such  meeting  shall be  determined;  and all  persons who are
holders of record of shares with voting rights on such day, and no others, shall
be entitled to notice of and to vote at such meeting.

         Sec. 6. Inspectors of Election.  The Board of Directors,  in advance of
any  shareholders'  meeting,  may appoint one or more  inspectors  to act at the
meeting or any  adjournment  thereof.  If inspectors  are not so appointed,  the
person  presiding  at a  shareholders'  meeting  may,  and on the request of any
shareholder entitled to vote thereat shall,  appoint one or more inspectors.  In
case any person  appointed  fails to appear or act, the vacancy may be filled by
appointment  made by the Board of  Directors in advance of the meeting or at the
meeting by the person presiding  thereat.  Each inspector,  before entering upon
the  discharge of his or her duties,  shall take and sign an oath  faithfully to
execute the duties of inspector at such  meeting  with strict  impartiality  and
according to the best of his or her ability.  Thereafter  each  inspector  shall
have at such meeting all of the powers and duties provided by law.

         Sec.  7.  Business  Conducted  at  Meetings.  At an annual  meeting  of
shareholders,  only such  business may be conducted as shall have been  properly
brought  before the meeting.  To be properly  brought  before an annual  meeting
business  must  be (a)  specified  in  the  notice  of  meeting  (including  any
supplement thereto) given by or at the direction of the Board of Directors,  (b)
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board of Directors,  or (c) otherwise  properly  brought before the meeting by a
shareholder of the Company who was a shareholder of record at the time of giving
of notice provided for in this Section 7, who is entitled to vote at the meeting
and who  complies  with the notice  procedures  set forth in this Section 7. For
business to be properly  brought before an annual meeting by a shareholder,  the
shareholder must have given timely notice thereof in writing to the Secretary of
the Company. To be timely, a shareholder's notice must be delivered to or mailed
and  received at the  principal  office of the Company not less than 60 days nor
more than 90 days prior to the  meeting;  provided,  however,  that in the event
that the date of the annual  meeting is scheduled for a day other than the first
Wednesday  in May in such  year and less than 70 days'  notice  or prior  public
announcement  of the new date of the  meeting is given or made to  shareholders,
notice by the  shareholder  to be timely must be so received  not later than the
close of business on the 10th day  following the day on which such notice of the
new date of the annual meeting was mailed or such public announcement was made.

         A  shareholder's  notice  to the  Secretary  shall set forth as to each
matter the  shareholder  proposes to bring before the annual meeting (a) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address  of the  shareholder  proposing  such  business,  as they  appear on the
Company's  books,  and of the  beneficial  owner,  if any, on whose  behalf such
notice is being given,  (c) the class and number of shares of the Company  which
are owned  beneficially and of record by such shareholder and by such beneficial
owner, and (d) any material  interest in such business of such shareholder or of
such beneficial owner.

         At a  special  meeting  of  shareholders,  only  such  business  may be
conducted as shall have been properly brought before the meeting. To be properly
brought  before a special  meeting,  business  must be related to the purpose or
purposes  set  forth in the  notice of the  meeting  (including  any  supplement
thereto)  given by or at the direction of the Board of Directors or the Chairman
of the Board.

         Notwithstanding  anything in the By-Laws to the  contrary,  no business
shall be conducted at a meeting of  shareholders  except in accordance  with the
procedures set forth in this Section 7. The chairman of a meeting shall,  if the
facts  warrant,  determine  and declare to the  meeting  that  business  was not
properly  brought  before the meeting in accordance  with the provisions of this
Section 7, and if the chairman  should so determine,  he or she shall declare to
the meeting that any such business not properly brought before the meeting shall
not  be  transacted.  In  addition  to  the  provisions  of  this  Section  7, a
shareholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth  herein.  Nothing in these By-Laws shall be deemed to affect any rights of
shareholders to request  inclusion of proposals in the Company's proxy statement
pursuant to Rule 14a-8 under the  Securities  Exchange  Act of 1934,  as amended
from time to time  (the  "Exchange  Act") and to put  before  such  meeting  any
proposals so included in the Company's proxy statement at his or her request.

         Sec. 8.  Nomination  of  Directors.  Only persons who are  nominated in
accordance with the procedures set forth in this Section 8 shall be eligible for
election as  Directors at any meeting of  shareholders  held for the election of
Directors (an "Election  Meeting").  Nominations  of persons for election to the
Board of  Directors  of the Company may be made at an Election  Meeting by or at
the direction of the Board of Directors or by a  shareholder  of the Company who
was a shareholder of record at the time of giving of notice provided for in this
Section  8,  who is  entitled  to vote for the  election  of  Directors  at such
Election  Meeting and who complies with the notice  procedures set forth in this
Section 8. Such nominations, other than those made by or at the direction of the
Board of  Directors,  shall be made  pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a shareholder's notice must be delivered
to or mailed and received at the  principal  office of the Company not less than
60 days nor more than 90 days prior to such Election Meeting; provided, however,
that in the event the date of the Election  Meeting is scheduled for a day other
than the first  Wednesday  in May and less than 70 days'  notice or prior public
announcement  of the  date  of  such  Election  Meeting  is  given  or  made  to
shareholders,  notice by the  shareholder  to be timely must be so received  not
later than the close of business on the 10th day following the day on which such
notice  of the  date  of  such  Election  Meeting  was  mailed  or  such  public
announcement was made. Notwithstanding anything in the foregoing sentence to the
contrary,  in the event that the number of  Directors to be elected to the Board
of Directors of the Company at such Election  Meeting is increased or there is a
vacancy  to be filled at such  Election  Meeting in a class of  Directors  whose
terms do not expire at such Election Meeting and there is no public announcement
at least 70 days prior to such Election  Meeting  naming all of the nominees for
Director or  specifying  the size of the  increased  Board of  Directors  or the
number of  Directors  to be elected,  a  shareholder's  notice  required by this
Section 8 shall also be considered timely, but only with respect to nominees for
any positions  created by such increase or vacancy,  if it shall be delivered to
or mailed and received at the principal office of the Company not later than the
close of  business  on the  10th day  following  the day on  which  such  public
announcement is first made by the Company.

         Such  shareholder's  notice to the Secretary  shall set forth (a) as to
each  person  whom  the  shareholder   proposes  to  nominate  for  election  or
re-election as a Director,  (i) the name,  age,  business  address and residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person,  (iii)  the class and  number of shares of the  Company  which are owned
beneficially  by such  person  and (iv) any other  information  concerning  such
person that is required to be disclosed in connection  with the  solicitation of
proxies for  election  of  directors,  or is  otherwise  required,  in each case
pursuant to Regulation 14A under the Exchange Act (including  without limitation
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected);  and (b) as to the shareholder  giving
the notice and the beneficial  owner,  if any, on whose behalf the nomination is
made,  (i) the name and  address  of such  shareholder,  as they  appear  on the
Company's  books,  and of such beneficial owner and (ii) the class and number of
shares  of the  Company  which  are  owned  beneficially  and of  record by such
shareholder  and by such  beneficial  owner.  At the  request  of the  Board  of
Directors  any person  nominated  by the Board of  Directors  for  election as a
Director shall furnish to the Secretary of the Company that information required
to be set forth in a  shareholder's  notice of nomination  which pertains to the
nominee.

         No person  shall be eligible  for election as a Director of the Company
unless  nominated in accordance with the procedures set forth in this Section 8.
In the event that a person is validly designated as a nominee in accordance with
the  foregoing  and shall  thereafter  become  unable or  unwilling to stand for
election to the Board of  Directors,  the Board of Directors or the  shareholder
who  proposed  such  nominee,  as the case may be, may  designate  a  substitute
nominee. The chairman of the meeting shall, if the facts warrant,  determine and
declare to the meeting that a  nomination  was not made in  accordance  with the
provisions of this Section 8, and if the chairman should so determine, he or she
shall declare to the meeting that the defective nomination shall be disregarded.
In addition to the provisions of this Section 8, a shareholder shall also comply
with  all  applicable  requirements  of the  Exchange  Act  and  the  rules  and
regulations thereunder with respect to the matters set forth herein.

         Sec. 9. Public  Announcement.  For purposes of this Article II, "public
announcement"  shall mean disclosure in a communication sent by first class mail
to  shareholders,  in a press  release  reported by the Dow Jones News  Service,
Reuters Information Services, Inc., Associated Press or comparable national news
service or in a document  filed by the Company with the  Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.


         ARTICLE III.  DIRECTORS

         Sec. 1. Number;  Classification of Board;  Newly Created  Directorships
and Vacancies.  The business of the Company shall be managed under the direction
of its Board of  Directors,  which shall  consist of not less than nine nor more
than fifteen  Directors,  provided  that whenever the holders of any one or more
series of Preferred  Shares of the Company become  entitled to elect one or more
Directors to the Board of Directors in accordance with any applicable provisions
of the Certificate of  Incorporation,  such maximum number of Directors shall be
increased  automatically by the number of Directors such holders are so entitled
to elect.  Such increase  shall remain in effect until the right of such holders
to elect such  Director  or  Directors  shall  cease and until the  Director  or
Directors elected by such holders shall no longer hold office.  The exact number
of  Directors  within the  foregoing  minimum and maximum  limitations  shall be
determined from time to time by resolution  adopted by the affirmative vote of a
majority of the entire Board.

         Except  as  otherwise  provided  in any  applicable  provisions  of the
Certificate of Incorporation  relating to Preferred  Shares of the Company,  the
Directors shall be divided into three classes,  designated Class I, Class II and
Class III. All classes shall be as nearly equal in number as possible. The terms
of office of the Directors initially classified shall be as follows: at the 1988
annual  meeting  of  shareholders,  Class I  Directors  shall be  elected  for a
one-year  term  expiring at the 1989 annual  meeting of  shareholders,  Class II
Directors  for  a  two-year  term  expiring  at  the  1990  annual   meeting  of
shareholders, and Class III Directors for a three-year term expiring at the 1991
annual meeting of shareholders. At each annual meeting of shareholders after the
1988 annual  meeting,  Directors so classified  who are elected to replace those
whose terms expire at such annual  meeting shall be elected to hold office until
the third  succeeding  annual  meeting.  Each Director so classified  shall hold
office until the expiration of his term and until his successor has been elected
and qualified.

         Except  as  otherwise  provided  in any  applicable  provisions  of the
Certificate of Incorporation  relating to Preferred  Shares of the Company,  (a)
newly  created  directorships  resulting  from  an  increase  in the  number  of
Directors and  vacancies  occurring on the Board of Directors for any reason may
be filled by vote of the  Directors  (including a majority of Directors  then in
office if less than a quorum  exists),  and (b) if the  number of  Directors  is
changed,  (i) any newly created  directorships  or any decrease in directorships
shall be apportioned by the Board among the classes so as to make all classes as
nearly equal as possible,  and (ii) when the number of Directors is increased by
the Board and any newly  created  directorships  are filled by the Board,  there
shall be no  classification  of the additional  Directors  until the next annual
meeting  of  shareholders.  Any  Director  elected  by the Board to fill a newly
created  directorship  or a vacancy  shall  hold  office  until the next  annual
meeting of shareholders  and until his successor,  classified in accordance with
these  By-Laws,  has been  elected and  qualified.  No decrease in the number of
Directors  constituting  the  Board  shall  shorten  the  term of any  incumbent
Director.

         Sec.  2.  Quorum.  One-third,  but in any event not fewer than five (5)
members of the Board of  Directors,  shall  constitute a quorum for  transacting
business at all meetings.  In the event of a quorum not being present,  a lesser
number may adjourn the meeting to a time not more than twenty (20) days later.

         Sec. 3. Place of Meetings. The Directors may hold their meetings either
within or without the State of New York.

         Sec.  4.  Meetings.  Regular  and  special  meetings  of the  Board  of
Directors shall be held whenever  called by the Chairman of the Board,  any Vice
Chairman, the President,  any Executive Vice President or Senior Vice President,
or any member of the Executive  Committee of the Board and shall be held at such
time and place as the notice of the meeting  shall  specify.  Notice of any such
meeting  shall be given to each  Director (a)  personally  (either  orally or in
writing)  not less than 12 hours in  advance  of such  meeting,  (b) by telex or
similar  method of  communication  dispatched to his usual place of business not
less  than 24 hours  in  advance  of such  meeting,  or (c) by mail or  telegram
dispatched  to his address on file at the Company for such purpose not less than
two days in advance of such meeting. Such notice shall be given by the Secretary
or, if the Secretary is not  available,  by the  individual  calling the meeting
and,  in the case of  special  meetings,  shall also  specify  the object of the
meeting.  At any such meeting  held without  notice at which every member of the
Board  shall be present  or shall  waive  notice in writing  before or after the
meeting,  any business may be  transacted  which might have been  transacted  if
notice of the meeting had been duly given.

         Regular meetings may also be held at such times and places as the Board
may  designate  from time to time,  and no notice shall be required for any such
regular meeting when held as so designated.

         Any one or more  members of the Board may  participate  in a meeting of
the Board by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time.  Participation  by such means shall  constitute  presence in person at the
meeting.

         Sec. 5.  Removal.  Any  officer  elected or  appointed  by the Board of
Directors,  may be removed at any time by the affirmative  vote of a majority of
the whole Board.

         Sec. 6.  Compensation.  Each  Director of the Company who is neither an
officer or  employee  of the  Company or of a  subsidiary  of the  Company nor a
Chairman of a Committee of the Board of Directors of the Company  shall  receive
an annual retainer of Twenty-Five  Thousand Dollars ($25,000).  Each Director of
the Company who is not an officer or employee of the Company or of a  subsidiary
of the Company and who is a Chairman of a Committee of the Board of Directors of
the Company shall receive an annual  retainer of Twenty-Eight  Thousand  Dollars
($28,000).  In addition,  each  Director of the Company who is not an officer or
employee of the Company or of a subsidiary of the Company shall  receive:  (i) a
fee of One Thousand  Dollars  ($1,000) per meeting for attendance at any regular
or special  meeting of the Board or as a member or by  invitation at any regular
or special  meeting of any Committee of the Board and (ii) a fee of One Thousand
Dollars  ($1,000) for each day  (prorated  for part of a day) that such Director
renders  service to the Company in excess of that  required  by such  Director's
usual  responsibilities  either  as a member of the  Board of  Directors  of the
Company or as a member of a Committee thereof.

         Sec. 7.  Indemnification--Third Party and Derivative Actions.

                  (a) The Company shall indemnify any person made, or threatened
to be made, a party to an action or proceeding other than one by or in the right
of the Company to procure a judgment in its favor,  whether  civil or  criminal,
including an action by or in the right of any other  corporation  of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit plan or other  enterprise,  which any Director or officer of the Company
served in any capacity at the request of the Company, by reason of the fact that
he, his testator or  intestate,  is or was a Director or officer of the Company,
or is or was serving such other corporation,  partnership, joint venture, trust,
employee  benefit plan or other enterprise in any capacity,  against  judgments,
fines,  amounts paid in  settlement  and expenses  (including  attorneys'  fees)
incurred in connection  with such action or proceeding,  or any appeal  therein,
provided that no  indemnification  may be made to or on behalf of such person if
(i) his acts were  committed  in bad faith or were the  result of his active and
deliberate  dishonesty and were material to such action or proceeding or (ii) he
personally  gained in fact a financial profit or other advantage to which he was
not legally entitled.

                  (b) The Company shall indemnify any person made, or threatened
to be made,  a party to an action by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he, his testator or  intestate,
is or was a  Director  or officer of the  Company,  or is or was  serving at the
request of the Company as a Director or officer of any other  corporation of any
type or kind, domestic or foreign, or of any partnership,  joint venture, trust,
employee benefit plan or other enterprise,  against  judgments,  amounts paid in
settlement and expenses (including  attorneys' fees) incurred in connection with
such action, or any appeal therein, provided that no indemnification may be made
to or on behalf of such  person if (i) his acts were  committed  in bad faith or
were the result of his active and  deliberate  dishonesty  and were  material to
such action or (ii) he  personally  gained in fact a  financial  profit or other
advantage to which he was not legally entitled.

                  (c) For the purpose of this  Section 7, the  Company  shall be
deemed to have  requested a person to serve an employee  benefit  plan where the
performance  by such person of his duties to the Company also imposes duties on,
or otherwise  involves  services by, such person to the plan or  participants or
beneficiaries of the plan;  excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered fines.

                  (d)  The  termination  of any  civil  or  criminal  action  or
proceeding  by  judgment,  settlement,   conviction  or  upon  a  plea  of  nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such  Director or officer has not met the  standard of conduct set forth in this
Section 7. However,  no Director or officer shall be entitled to indemnification
under this  Section 7 if a judgment or other final  adjudication  adverse to the
Director or officer establishes (i) that his acts were committed in bad faith or
were the result of active and  deliberate  dishonesty  and were  material to the
cause of action so  adjudicated,  or (ii)  that he  personally  gained in fact a
financial profit or other advantage to which he was not legally entitled.

         Sec. 8.  Payment of Indemnification; Repayment.

                  (a) A  person  who  has  been  successful,  on the  merits  or
otherwise,  in the defense of a civil or criminal  action or  proceeding  of the
character  described  in  Section  7  of  this  Article  shall  be  entitled  to
indemnification as authorized in such Section.

                  (b) Except as provided in Section  8(a),  any  indemnification
under Section 7 of this Article, unless ordered by a court, shall be made by the
Company only if authorized in the specific case:

                           (1) by the  Board  of  Directors  acting  by a quorum
consisting of Directors  who are not parties to the action or proceeding  giving
rise to the indemnity  claim upon a finding that the Director or officer has met
the standard of conduct set forth in Section 7 of this Article; or

                           (2) if a quorum under the foregoing clause (1) is not
obtainable  or,  even if  obtainable,  a quorum of  disinterested  Directors  so
directs:

                                    (i) by  the  Board  of  Directors  upon  the
opinion in writing of independent legal counsel (i.e., a reputable lawyer or law
firm not under regular retainer from the Company or any subsidiary  corporation)
that  indemnification  is proper in the  circumstances  because the  standard of
conduct set forth in Section 7 of this Article has been met by such  Director or
officer, or

                                    (ii) by the holders of the Common  Shares of
the Company upon a finding that the Director or officer has met such standard of
conduct.

                  (c) Expenses  incurred by a Director or officer in defending a
civil or criminal  action or proceeding  shall be paid by the Company in advance
of the  final  disposition  of such  action or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such Director or officer to repay such amount in
case he is ultimately found, in accordance with this Article, not to be entitled
to indemnification or, where indemnity is granted, to the extent the expenses so
paid exceed the indemnification to which he is entitled.

                  (d)  Any  indemnification  of a  Director  or  officer  of the
Company under Section 7 of this  Article,  or advance of expenses  under Section
8(c) of this Article,  shall be made promptly,  and in any event within 60 days,
upon the written request of the Director or officer.

         Sec. 9. Enforcement; Defenses. The right to indemnification or advances
as granted by this Article  shall be  enforceable  by the Director or officer in
any court of competent jurisdiction if the Company denies such request, in whole
or in part, or if no disposition  thereof is made within 60 days.  Such person's
expenses  incurred in connection  with  successfully  establishing  his right to
indemnification,  in  whole  or in  part,  in any  such  action  shall  also  be
indemnified by the Company. It shall be a defense to any such action (other than
an action  brought to enforce a claim for the advance of expenses  under Section
8(c) of this Article where the required  undertaking,  if any, has been received
by the Company)  that the claimant has not met the standard of conduct set forth
in Section 7 of this Article, but the burden of proving such defense shall be on
the  Company.  Neither  the  failure  of the  Company  (including  its  Board of
Directors, its independent legal counsel, and the holders of its Common Shares),
to have made a determination  that  indemnification of the claimant is proper in
the  circumstances  nor the fact that there has been an actual  determination by
the Company  (including its Board of Directors,  its independent  legal counsel,
and the holders of its Common  Shares) that  indemnification  of the claimant is
not  proper in the  circumstances,  shall be a defense to the action or create a
presumption that the claimant is not entitled to indemnification.

         Sec. 10.  Contract; Savings Clause; Preservation of Other Rights.

                  (a) The foregoing  indemnification  provisions shall be deemed
to be a contract between the Company and each Director and officer who serves in
such  capacity  at any  time  while  these  provisions  as well as the  relevant
provisions of the New York Business Corporation Law are in effect and any repeal
or  modification  thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously  existing or any action or
proceeding  previously or thereafter  brought or threatened based in whole or in
part upon any such  state of facts.  Such a contract  right may not be  modified
retroactively without the consent of such Director or officer.

                  (b) If this Article or any portion hereof shall be invalidated
on any ground by any court of  competent  jurisdiction,  then the Company  shall
nevertheless   indemnify  each  Director  or  officer  of  the  Company  against
judgments,  fines, amounts paid in settlement and expenses (including attorneys'
fees) incurred in connection with any actual or threatened action or proceeding,
whether civil or criminal, including an actual or threatened action by or in the
right of the Company, or any appeal therein, to the full extent permitted by any
applicable  portion of this Article that shall not have been  invalidated and to
the full extent permitted by applicable law.

                  (c) The indemnification  provided by this Article shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any by-law,  agreement,  vote of  shareholders  or Directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a Director or officer and shall inure to the benefit of the heirs,  executors
and administrators of such a person. The Company is hereby authorized to provide
further  indemnification  if it deems it advisable by resolution of shareholders
or Directors or by agreement.

         Sec. 11.  Indemnification  of Persons Not  Directors or Officers of the
Company. The Company may, by resolution adopted by the Board of Directors of the
Company,  indemnify any person not a Director or officer of the Company,  who is
made,  or  threatened  to be made, a party to an action or  proceeding,  whether
civil or criminal, by reason of the fact that he, his testator or intestate,  is
or was an employee  or other agent of the  Company,  against  judgments,  fines,
amounts paid in settlement and expenses (including  attorneys' fees) incurred in
connection with such action or proceeding,  or any appeal therein, provided that
no  indemnification  may be made to or on behalf of such  person if (i) his acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to such action or proceeding, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

         ARTICLE IV.  EXECUTIVE AND OTHER COMMITTEES

         Sec.  1. The Board of  Directors  shall,  by an  affirmative  vote of a
majority of the whole Board,  appoint from the Directors an Executive  Committee
not more than nine and not less than  three,  of which  one-third  (but not less
than two) shall constitute a quorum. Should it be impracticable at any time, due
to absence or  illness  of  members  or other  cause,  to obtain a quorum of the
members  so  appointed  for any  desired  meeting,  the  Secretary,  or,  if the
Secretary is not available,  the member  calling the meeting,  may call upon any
other  Director or Directors,  not members of such  Executive  Committee but who
have  been  designated  by the  Board  as  alternate  members  of the  Executive
Committee, to make up a quorum for that particular meeting, which other Director
or Directors  shall for the time being be members of said  Executive  Committee,
and the acts and proceedings of the Committee as so constituted for such meeting
shall  have the same force and effect as the acts and  proceedings  of  meetings
where a quorum of the regular committee is in attendance.

         The Board of Directors  may from among their number also,  by a similar
vote, appoint any other committees.

         The Board of Directors shall fill vacancies in the Executive  Committee
by election from  Directors;  and at all times it shall be the duty of the Board
of  Directors  to keep  the  membership  of the  Executive  Committee  up to the
required number.

         Any member of the Executive  Committee who shall cease to be a Director
shall ipso facto cease to be a member of the Committee.

         All action by the Executive Committee, or by other committees appointed
by the Board of  Directors,  shall be reported to said Board at its meeting next
succeeding such action,  and, except to the extent stated in the second sentence
of the  first  paragraph  of  Section 2 of this  Article,  shall be  subject  to
revision, alteration, or approval by the Board of Directors.

         The  Executive  and other  committees  shall  each fix its own rules of
procedure and arrange its own place of meeting; but in every case (except in the
case of the Executive Committee) a majority of such committee shall be necessary
to  constitute a quorum,  and in every case (except in the case of the Executive
Committee)  the  affirmative  vote of a majority  of the members of each of such
committees  shall be necessary  for its adoption of any  resolution.  Any one or
more  members of the  Executive  or any other  committee  may  participate  in a
meeting  of such  committee  by  means  of a  conference  telephone  or  similar
communications  equipment  allowing all persons  participating in the meeting to
hear each other at the same time.  Participation  by such means shall constitute
presence in person at the meeting.

         Meetings of the Executive  Committee  shall be held whenever  called by
the Chairman of the Board, any Vice Chairman, the President,  any Executive Vice
President or Senior Vice President or any member of that Committee, and shall be
held at such time and place as the notice of the meeting shall  specify.  Notice
of any  such  meeting  shall  be  given  to each  member  of the  Committee  (a)
personally  (either  orally or in writing)  not less than 12 hours in advance of
such meeting, (b) by telex or similar method of communication  dispatched to his
usual place of business  not less than 24 hours in advance of such  meeting,  or
(c) by mail or  telegram  dispatched  to his  address on file at the Company for
such  purpose  not less than two days in advance of such  meeting.  Such  notice
shall be given by the Secretary or, if the  Secretary is not  available,  by the
individual calling the meeting and shall also specify the object of the meeting.

         The Executive Committee shall keep regular minutes and cause them to be
recorded  in a book to be kept in the  principal  office of the Company for that
purpose.

         Sec. 2. Powers of Committees.  The Executive Committee shall,  whenever
the Board of Directors is not in session,  direct the  management of the affairs
of the Company in all cases in which  specific  directions to the contrary shall
not have been given, or specific action of the Board of Directors is required by
law.  Notwithstanding  anything to the contrary stated in the fifth paragraph of
Section 1 of this Article,  the rights of third persons  acquired in reliance on
an Executive  Committee  resolution  prior to receiving  notice of action by the
Board of Directors shall not be prejudiced by action by the Board of Directors.

         Other  committees  appointed by the Board of Directors  shall have such
powers as the Board may delegate by resolution.

         Sec. 3.  Compensation.  The members of the Executive  Committee and the
members of any other committee appointed by the Board of Directors shall receive
such  compensation for their services as from time to time shall be fixed by the
Board of Directors.



         ARTICLE V.  OFFICERS AND THEIR DUTIES

         Sec. 1. Officers. The officers of the Company shall be: Chairman of the
Board of Directors,  President,  Treasurer,  Secretary, and Controller, and such
Vice  Chairmen,  such  Vice  Presidents  (one or more of whom may be  designated
Executive  Vice  President or Senior Vice  President),  and such  Assistant Vice
Presidents,   Assistant  Treasurers,   Assistant   Secretaries,   and  Assistant
Controllers as the Board of Directors in its discretion may elect or appoint. No
officer  other than the  Chairman  of the Board need be a member of the Board of
Directors. Any number of offices may be held by the same person, except that the
same person shall not be (i)  Treasurer  and  Controller or (ii) Chairman of the
Board or President and Secretary.

         Officers shall be elected annually at the first meeting of the Board of
Directors following the annual meeting of shareholders,  subject to the power of
the Board of Directors to fill  vacancies at any time.  All officers shall serve
at the  pleasure  of the Board of  Directors  and may be removed as  provided in
Article III, Section 5 of these By-Laws.

         Sec. 2.  Chairman of the Board.  The Chairman of the Board of Directors
shall be the chief executive  officer of the Company and shall be responsible to
the Board of Directors for the administration and operations of the Company.  He
shall  preside at all meetings of the Board of Directors  and at all meetings of
shareholders.  By  virtue of his  office  he shall be a member of the  Executive
Committee  of the  Board of  Directors  and shall  preside  at  meetings  of the
Executive  Committee.  He shall have such other  powers and  perform  such other
duties as from time to time may be assigned to him by, and shall be  responsible
solely  to,  the  Board of  Directors.  He may  sign,  with the  Treasurer,  all
promissory  notes of the Company and any guarantees of the Company in respect of
borrowed  money,  and,  with  the  Secretary  when the  corporate  seal is to be
affixed,  all share  certificates,  bonds,  mortgages and other contracts of the
Company.

         Sec. 2-A. Vice Chairmen.  Each Vice Chairman shall have such powers and
perform  such duties as from time to time may be assigned to him by the Board of
Directors or the  Chairman of the Board.  Any Vice  Chairman may sign,  with the
Treasurer, all promissory notes of the Company and any guarantees of the Company
in respect of borrowed money, and, with the Secretary when the corporate seal is
to be affixed, all share certificates,  bonds, mortgages, and other contracts of
the Company.

         Sec. 3.  President.  The  President  shall have such powers and perform
such  duties  as from  time to  time  may be  assigned  to him by the  Board  of
Directors or by the Chairman of the Board. He may sign, with the Treasurer,  all
promissory  notes of the Company and any guarantees of the Company in respect of
borrowed  money,  and,  with  the  Secretary  when the  corporate  seal is to be
affixed, all share certificates,  bonds,  mortgages,  and other contracts of the
Company.

         Sec. 3-A. Vice  Presidents.  Each Vice President shall have such powers
and perform such duties as from time to time may be assigned to him by the Board
of Directors,  the Chairman of the Board,  any Vice Chairman,  or the President.
Any Vice  President may sign,  with the Treasurer,  all promissory  notes of the
Company and any  guarantees  of the Company in respect of borrowed  money,  and,
with  the  Secretary  when  the  corporate  seal  is to be  affixed,  all  share
certificates, bonds, mortgages, and other contracts of the Company.

         Sec. 4. Assistant Vice Presidents.  The Board of Directors may elect or
appoint  one or more  Assistant  Vice  Presidents,  each of whom shall have such
powers and  perform  such  duties as from time to time may be assigned to him by
the Board of  Directors,  the  Chairman  of the Board,  any Vice  Chairman,  the
President, or any Vice President.

         Sec. 5. Secretary. The Secretary shall keep a record of all proceedings
of the Board of Directors,  and of all meetings of the shareholders,  and of the
Executive  Committee  and of all other  committees,  in books  provided for that
purpose,  and he shall  attend to giving and serving all notices of the Company.
The  Secretary  shall keep in safe  custody the seal of the Company and he shall
affix such seal on all share certificates, bonds, mortgages, and other contracts
of the Company  executed under such seal. He shall have charge of the records of
shareholders of the Company,  including  transfer books, and share ledgers,  and
such  other  books and papers as the Board of  Directors  shall  direct,  and in
general shall perform all the duties incident to the office of Secretary.

         Sec. 6. Assistant  Secretaries.  The Board of Directors may appoint one
or more Assistant  Secretaries,  who shall have power to sign, with the Chairman
of the Board,  any Vice Chairman,  the President,  or any Vice President,  share
certificates  of the Company.  In the absence of the  Secretary,  the  Assistant
Secretaries  shall be vested with the powers of, and any one of them may perform
the duties of, the Secretary.  Each Assistant Secretary shall perform such other
duties as from time to time may be  assigned  to him by the Board of  Directors,
the  Chairman  of the  Board,  any Vice  Chairman,  the  President,  or any Vice
President.

         Sec. 7. Treasurer. The Treasurer shall have in his charge all the funds
and  securities  of the Company.  When  necessary  or proper,  he, or such other
officer or officers of the Company as may be so duly  authorized by the Board of
Directors,  shall endorse on behalf of the Company for collection checks,  notes
or other  obligations and shall deposit the same to the credit of the Company in
such bank or banks or depositories as the Board of Directors may designate or as
may be designated  by persons  authorized by the Board of Directors to make such
designations.  He, or such other  officers or employees of the Company or any of
its subsidiaries,  acting individually  unless otherwise  provided,  as may from
time to time be designated by the Board of Directors or be designated in writing
by any  officer or  officers  of the  Company  duly  authorized  by the Board of
Directors  to make such  designations,  shall sign all receipts and vouchers for
payments  made to the  Company,  and shall sign all  checks,  drafts or bills of
exchange,  provided that the Board of Directors  from time to time may designate
other  persons as  authorized  signatories  of the  Company or  authorize  other
persons  to make  such  designations  on behalf of the  Company.  The  Treasurer
jointly with the Chairman of the Board, any Vice Chairman, the President, or any
Vice President shall sign all promissory notes of the Company and any guarantees
of the  Company in respect of borrowed  money,  and shall pay out and dispose of
the same  under the  direction  of the Board;  he shall  keep a complete  set of
books, showing the financial  transactions of the Company, and shall exhibit his
books to any Director  upon  application  at the office of the  Company,  during
business  hours;  he shall make such  reports as the Board of  Directors  or the
Executive Committee may from time to time request; and he shall perform all acts
incidental to the office of Treasurer, subject,  nevertheless, to the control of
the Board of Directors.

         He shall give such bonds for the  faithful  discharge  of his duties as
Treasurer as the Board of Directors may require.

         Sec. 8. Assistant Treasurers. The Board of Directors may appoint one or
more  Assistant  Treasurers.  In the  absence of the  Treasurer,  the  Assistant
Treasurers  shall be vested  with the powers of, and any one of them may perform
the duties of, the Treasurer.  Each Assistant Treasurer shall perform such other
duties as from time to time may be  assigned  to him by the Board of  Directors,
the  Chairman  of the  Board,  any Vice  Chairman,  the  President,  or any Vice
President.

         Sec. 9. Controller. The Controller shall have supervision and direction
of all  accounts  of the  Company,  and shall see that the system of accounts is
duly enforced and maintained.

         There shall be kept in his office a general set of books  containing  a
complete set of all the business  transactions of the Company,  and he shall, as
often as necessary, make an examination of the accounts of any officer, agent or
employee entrusted with the handling or care of money of the Company.

         It shall be the duty of the Controller to know that all money belonging
to the Company,  collected from any source by any officer, agent or employee, is
properly  accounted  for and  promptly  paid  into  the  treasury,  and that all
accounts of the Company are properly and promptly settled.

         It shall be the duty of the  Controller to know that all bonds required
of officers,  agents and employees for the faithful  performance of their duties
are given.  Such bonds shall be  transmitted  to the Controller for safe custody
and shall be released  only upon a complete and  satisfactory  settlement of the
accounts covered by them, unless otherwise ordered by the Board.

         Sec. 10. Additional  Officers;  Division  Officers.  In addition to the
above  officers,  the Board of  Directors  may also  appoint one or more general
counsel and one or more  auditors and such other  officers as they may deem wise
and  advisable  for the best  interests of the Company,  who shall  perform such
duties as from time to time may be assigned  to them by the Board of  Directors.
If the Board of Directors  establishes  divisions of the Corporation,  the Board
may also establish such division  offices and appoint such division  officers as
the Board deems  appropriate.  Such division officers shall have such powers and
perform such duties as from time to time may be assigned to them by the Board of
Directors.  The Board of  Directors  shall fix  salaries for all officers of the
Company,  or may  delegate,  to any committee of the Board or to the Chairman of
the Board,  the power to fix  salaries of officers of the Company in cases where
the Board deems it appropriate to so delegate.

         Sec. 11. Voting upon Stocks.  Unless otherwise  ordered by the Board of
Directors,  the Chairman of the Board,  any Vice Chairman,  the President or any
Vice  President  shall have full power and authority on behalf of the Company to
attend,  act  and  vote,  or in the  name  of the  Company  to  execute  proxies
appointing  any  person  or  persons  to  attend,  act and vote on behalf of the
Company,  at any meeting of stockholders of any corporation in which the Company
may hold  stock,  and at any such  meeting  such  officer  or person or  persons
appointed in any such proxy,  as the case may be, shall possess and may exercise
on behalf of the Company any and all rights,  powers and privileges  incident to
the ownership of such stock.  The Board of Directors may by resolution from time
to time confer like powers upon any other person or persons.

         Sec.  12.  Sales of Stock.  Neither  the  corporation  of Phelps  Dodge
Corporation nor any subsidiary company by it controlled,  shall speculate in the
stock either of Phelps Dodge Corporation or of any subsidiary  company, or shall
buy or sell same except in the  regular  course of  legitimate  business of such
company or for the purpose of retirement and this provision shall be unalterable
save by the vote of the holders of a majority of the stock of the company voting
thereon at a meeting called, as provided by these By-Laws.

         ARTICLE VI.  SHARE CERTIFICATES AND TRANSFERS

         Sec. 1. Certificates for Shares.  The Board of Directors shall prepare,
in form  according to law, and approve,  certificates  evidencing  shares of the
Company.

         No  certificate  shall be valid  unless it is signed by the Chairman of
the Board, any Vice Chairman,  the President or any Vice President;  and also by
the Secretary or an Assistant  Secretary.  The signatures of the officers upon a
certificate may be facsimiles if the certificate is  countersigned by a transfer
agent or  registered  by a  registrar  other  than  the  Company  itself  or its
employee.

         Sec. 2. Transfer of Shares.  Shares of the Company shall be transferred
only on the books of the  Company by the  holder  thereof in person or by his or
her  attorney  duly  authorized  thereto in  writing,  and by  cancellation  and
surrender of certificates for a like number of shares.

         ARTICLE VII.  AMENDMENTS

         These  By-Laws,  with the  exception of Section 12 of Article V, may be
amended or repealed by a vote of a majority of all the  Directors at any regular
or special meeting of the Board.

         ARTICLE VIII.

         The  Company  expressly  elects not to be  governed  by the  provisions
currently  designated as Article 2, Chapter 23, Title 10 of the Arizona  Revised
Statutes.