EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            PHELPS DODGE CORPORATION


     Under Section 807 of the Business Corporation Law

     I, Robert C. Swan, being the Vice President and Secretary of PHELPS DODGE
CORPORATION, a corporation formed under the laws of the State of New York (the
"Corporation"), to effect the amendment and restatement of the Restated
Certificate of Incorporation of the Corporation, DO HEREBY CERTIFY as follows:

     1. The name of the Corporation is PHELPS DODGE CORPORATION. The name under
which the Corporation was formed was Copper Queen Consolidated Mining Company.

     2. The Certificate of Incorporation of the Corporation was filed by the
Department of State of the State of New York on August 10, 1885. A Restated
Certificate of Incorporation was filed by such Department on June 16, 1987.

     3. The Restated Certificate of Incorporation, as amended to date, is hereby
further amended as authorized by Section 801 of the Business Corporation Law (a)
to delete as obsolete Paragraph A.1 of Article THIRD of the Restated Certificate
of Incorporation, setting forth the number, designation, relative rights,
preferences and limitations of the $12.00 Convertible Exchangeable Preference
Shares (all shares of such series having been purchased, redeemed or converted
by the Corporation and subsequently cancelled), (b) to delete as obsolete
references to the $12.00 Convertible Exchangeable Preference Shares contained in
Paragraph A.2 of Article THIRD of the Restated Certificate of Incorporation, and
(c) to renumber Paragraph A.2 of Article THIRD of the Restated Certificate of
Incorporation as Paragraph A.1. The foregoing amendments are reflected by the
deletion of Article THIRD of the Restated Certificate of Incorporation of the
Corporation as now in force and effect and the addition of the new text
constituting Article THIRD of the Restated Certificate of Incorporation of the
Corporation, as set forth below.

     4. The text of the Restated Certificate of Incorporation of the
Corporation, as amended and supplemented to date, and as further amended by the
filing of this Restated Certificate of Incorporation, is hereby restated to read
in full as follows:

                                    * * * * *

                          CERTIFICATE OF INCORPORATION

                                       OF

                            PHELPS DODGE CORPORATION


     FIRST: The name of the Corporation is Phelps Dodge Corporation.

     SECOND: The objects for which this Corporation is formed are to do any of
the things herein set forth to the same extent as natural born persons might,
and in any part of the world and as principal or agent, to wit: To conduct
mining operations of all kinds; to explore for, develop and deal in, any natural
resources of any kind; to purchase, take, hold, sell, convey, lease, explore,
develop, improve or otherwise deal in mining, natural resources, land, town
site, building, power, water and other properties of all forms; to mine, extract
or otherwise develop minerals, ores, metals, oil and other substances of all
kinds; to smelt, reduce and otherwise treat minerals, ores, metals, oil and
other substances of all kinds; to sell the product of all the foregoing
operations; to undertake and carry on any business and operations incidental to
such dealings, exploration, development; mining and treatment.

     To apply for, purchase, or otherwise acquire, and to hold, own, use,
operate and to sell, assign or to otherwise dispose of, to grant licenses in
respect to or otherwise turn to account letters patent and any and all
inventions, improvements and processes used in connection with or secured under
letters patent of the United States or elsewhere, or otherwise.

     To build and construct houses, structures, engines, cars, machinery and
other equipment, and mining and metallurgical facilities and plants, including
plants for the handling, concentrating, smelting, reduction and treatment of
minerals, ores, metals, oil and other substances of all kinds, and to operate
the same.

     To conduct manufacturing operations of all kinds; to manufacture, purchase
or otherwise acquire, hold, own, mortgage, pledge, sell, assign, transfer or
otherwise dispose of, invest, trade and deal in goods, wares and merchandise and
property of all classes and descriptions; to transact a general mercantile
business.

     To act as the agent of others in disposing of their minerals, ores and
metals of all kinds or other substances, and to make contracts with others with
reference to handling, smelting, treating and disposing of their minerals, ores
and metals of all kinds and other substances.

     The Corporation may purchase, acquire, hold and dispose of the stocks,
bonds and other evidences of indebtedness of any corporation, domestic or
foreign, and issue in exchange therefor its stock, bonds or other obligations.

     The Corporation may do everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinabove set forth, either alone or in
association with other corporations, firms or individuals, and do every other
act or thing incidental or appurtenant to or growing out of or connected with
the aforesaid business or powers, or any part thereof.

     THIRD: The total number of shares which the Corporation shall have
authority to issue shall be two hundred six million (206,000,000), consisting of
six million (6,000,000) Preferred Shares having a par value of one dollar
($1.00) per share and two hundred million (200,000,000) Common Shares having a
par value of six dollars and twenty-five cents ($6.25) per share. The
designations, relative rights, preferences and limitations of each class of
shares of the Corporation shall be as follows:

          A. The Preferred Shares may be issued from time to time in one or more
series, in such number, and with such distinctive serial designations and
relative rights, preferences and limitations, as may be fixed by the Board of
Directors. Subject to the limitations set forth herein and any limitations
prescribed by law, the Board of Directors is expressly authorized, prior to
issuance of any series of Preferred Shares, to fix the number of shares included
in such series and the designation, relative rights, preferences and limitations
of such series and to file a certificate of amendment pursuant to Section 805 of
the Business Corporation Law or any statute amendatory thereof or supplemental
thereto, establishing or changing the number, designation and relative rights,
preferences and limitations of such series. Pursuant to the foregoing general
authority vested in the Board of Directors, but not in limitation of the powers
conferred on the Board of Directors thereby and by the laws of the State of New
York, the Board of Directors is expressly authorized to determine with respect
to each series of Preferred Shares:

          (a) the distinctive designation or designations of such series and the
     number of shares constituting such series;

          (b) the rate or amount and times at which, and the preferences and
     conditions under which, dividends shall be payable on shares of such
     series, the status of such dividends as cumulative or noncumulative, the
     date or dates form which dividends, if cumulative, shall accumulate, and
     the status of such shares as participating or non-participating after the
     payment of dividends as to which such shares are entitled to any
     preference;

          (c) the rights and preferences, if any, of the holders of shares of
     such series upon the liquidation, dissolution or winding-up of the affairs
     of, or upon any distribution of the assets of, the Corporation, which
     amount may vary depending upon whether such liquidation, dissolution or
     winding-up is voluntary or involuntary and, if voluntary, may vary at
     different dates, and the status of the shares of such series as
     participating or non-participating after the satisfaction of any such
     rights and preferences;

          (d) the full or limited voting rights, if any, to be provided for
     shares of such series, in addition to the voting rights provided by law;

          (e) the times, terms and conditions, if any, upon which shares of such
     series shall be subject to redemption, including the amount the holders of
     shares of such series shall be entitled to receive upon redemption (which
     amount may vary under different conditions or at different redemption
     dates) and the amount, terms, conditions and manner of operation of any
     purchase, retirement or sinking fund to be provided for the shares of such
     series;

          (f) the rights, if any, of holders of shares of such series to convert
     such shares into, or to exchange such shares for, shares of any other class
     or classes or of any other series of the same class, the prices or rates of
     conversion or exchange, and adjustments thereto, and any other terms and
     conditions applicable to such conversion or exchange;

          (g) the limitations, if any, applicable while such series is
     outstanding on the payment of dividends or making of distributions on, or
     the acquisition or redemption of, Common Shares or any other class of share
     ranking junior, either as to dividends or upon liquidation, to the shares
     of such series;

          (h) the conditions or restrictions, if any, upon the issue of any
     additional shares (including additional shares of such series or any other
     series or of any other class) ranking on a parity with or prior to the
     shares of such series either as to dividends or upon liquidation; and

          (i) any other preferences and relative, participating, optional or
     other special rights, and the qualifications, limitations or restrictions
     thereof, of shares of such series;

in each case, so far as not inconsistent with the provisions of this Certificate
of Incorporation or the laws of the State of New York as then in effect. All
Preferred Shares shall be identical and of equal rank except in respect to the
particulars that may be fixed by the Board of Directors as provided above, and
all shares of each series of Preferred Shares shall be identical and of equal
rank except as to the times from which cumulative dividends, if any, thereon
shall be cumulative. The number of authorized Preferred Shares may be increased
or decreased by the affirmative vote of the holders of a majority of the shares
of the Corporation entitled to vote thereon, without any requirement that such
increase or decrease be approved by a class vote on the part of the holders of
the Preferred Shares or any series thereof, or on the part of any other class of
stock of the Corporation, except as may be otherwise required by the laws of the
State of New York or provided in the certificate of amendment establishing the
voting rights of any series of Preferred Shares. The Board of Directors may from
time to time amend any of the provisions of any certificate of amendment
establishing any series of Preferred Shares, subject to any class voting rights
of the holders of such shares and subject to the requirements of the laws of the
State of New York.

          A.1 Junior Participating Cumulative Preferred Shares

               The number, designation, relative rights, preferences and
limitations of the Junior Participating Cumulative Preferred Shares are as
follows:

               (1) DESIGNATION AND NUMBER OF SHARES. 400,000 of the Preferred
          Shares shall be, and be designated as, Junior Participating Cumulative
          Preferred Shares (hereinafter referred to as the "Junior Preferred
          Shares").

               (2) DIVIDENDS.

                    A. Subject to the provisions of subclauses B and D of this
               clause (2), holders of the Junior Preferred Shares shall be
               entitled to receive, when, as and if declared by the Board of
               Directors out of funds legally available for the purpose,
               quarterly dividends payable in cash on the tenth day of March,
               June, September and December in each year (each such date, which
               is subject to change pursuant to the provisions of subclause D of
               this clause (2), being hereinafter referred to as a "Quarterly
               Dividend Payment Date"), commencing on the first Quarterly
               Dividend Payment Date after the first issuance of a Junior
               Preferred Share, in an amount per share (rounded to the nearest
               cent) equal to the greater of (i) $2.50 per share ($10.00 per
               annum), and (ii) subject to the provision for adjustment
               hereinafter set forth, 100 times the aggregate per share amount
               of all cash dividends, and 100 times the aggregate per share
               amount (payable in kind) of all non-cash dividends or other
               distributions, other than a dividend payable in Common Shares or
               a subdivision of the outstanding Common Shares (by
               reclassification or otherwise), declared on the Common Shares
               since the immediately preceding Quarterly Dividend Payment Date,
               or, with respect to the first Quarterly Dividend Payment Date,
               since the first issuance of any Junior Preferred Share. In the
               event the Corporation shall at any time declare or pay any
               dividend on Common Shares payable in Common Shares, or effect a
               subdivision or combination or consolidation of the outstanding
               Common Shares (by reclassification or otherwise than by payment
               of a dividend in Common Shares) into a greater or lesser number
               of Common Shares, then the number 100 (or such number to which it
               may previously have been adjusted) in subclause (ii) of the
               preceding sentence shall be adjusted (or further adjusted) by
               multiplying such number by a fraction the numerator of which is
               the number of Common Shares outstanding immediately after such
               event and the denominator of which is the number of Common Shares
               that were outstanding immediately prior to such event.

                    B. Holders of the Junior Preferred Shares shall be entitled
               to receive such dividends in preference to and in priority over
               dividends upon the Common Shares and upon any other shares which
               are by their terms junior to the Junior Preferred Shares as to
               dividends. Junior Preferred Shares shall be junior as to
               dividends to any other Preferred Shares which are by their terms
               senior to the Junior Preferred Shares as to dividends, and if at
               any time the Corporation has failed to pay accrued dividends on
               any such other Preferred Shares at the time outstanding at the
               times such dividends are payable, the Corporation shall not
               declare or pay any dividends on the Junior Preferred Shares.

                    C. If at any time the Corporation has failed to pay accrued
               dividends on any Junior Preferred Shares at the time outstanding
               at the times such dividends are payable, the Corporation shall
               not

                         (i) declare or pay any dividend on the Common Shares or
                    make any payment on account of, or set apart money for a
                    sinking or other analogous fund for, the purchase,
                    redemption or other retirement of any Common Shares or make
                    any distribution in respect thereof, either directly or
                    indirectly and whether in cash or property or in obligations
                    or shares of the Corporation (other than in Common Shares),

                         (ii) purchase any Junior Preferred Shares (except for a
                    consideration payable in Common Shares), or

                         (iii) permit any corporation or other entity directly
                    or indirectly controlled by the Corporation to purchase any
                    Common Shares or Junior Preferred Shares, unless, in the
                    case of any such dividend, payment, distribution, purchase
                    or redemption, all dividends accrued and payable but unpaid
                    on the Junior Preferred Shares have been or
                    contemporaneously are declared and paid in full or declared
                    and a sum sufficient for the payment thereof set aside for
                    such payment.

                    D. The Corporation shall declare a dividend or distribution
               on the Junior Preferred Shares as provided in subclause A of this
               clause (2) immediately after it declares a dividend or
               distribution on the Common Shares (other than a dividend payable
               in Common Shares); provided that, in the event no dividend or
               distribution shall have been declared on the Common Shares during
               the period between any Quarterly Dividend Payment Date and the
               next subsequent Quarterly Dividend Payment Date, a dividend of
               $2.50 per share ($10.00 per annum) on the Junior Preferred Shares
               shall nevertheless be payable on such subsequent Quarterly
               Dividend Payment Date. The Board of Directors may change any of
               the Quarterly Dividend Payment Dates to a different date to
               coincide with the payment date for a dividend or distribution on
               the Common Shares.

                    E. Dividends at the $10.00 minimum annual rate shall begin
               to accrue and be cumulative on outstanding Junior Preferred
               Shares from the Quarterly Dividend Payment Date next preceding
               the date of issue of such Junior Preferred Shares, unless the
               date of issue of such shares is prior to the record date for the
               first Quarterly Dividend Payment Date, in which case dividends on
               such shares shall begin to accrue from the date of issue of such
               shares, or unless the date of issue is a Quarterly Dividend
               Payment Date or is a date after the record date for the
               determination of holders of Junior Preferred Shares entitled to
               receive a quarterly dividend and before such Quarterly Dividend
               Payment Date, in either of which events such dividends shall
               begin to accrue and be cumulative from such Quarterly Dividend
               Payment Date. Accrued but unpaid dividends shall accumulate but
               shall not bear interest. Dividends paid on the shares of Junior
               Preferred Shares in an amount less than the total amount of such
               dividends at the time accrued and payable on such shares shall be
               allocated pro rata on a share-by-share basis among all such
               shares at the time outstanding. The Board of Directors may fix a
               record date for the determination of holders of Junior Preferred
               Shares entitled to receive payment of a dividend or distribution
               declared thereon, which record date shall be not more than 50
               days prior to the date fixed for the payment thereof.

               (3) NO REDEMPTION. The Junior Preferred Shares shall not be
          redeemable.

               (4) LIQUIDATION.

                    A. The liquidation price of the Junior Preferred Shares, in
               case of the voluntary or involuntary liquidation, dissolution or
               winding-up of the Corporation, shall be an amount per share equal
               to the greater of (i) $100 and (ii) an aggregate amount (subject
               to the provisions for adjustment hereinafter set forth) equal to
               100 times the aggregate per share amount to be distributed to
               holders of Common Shares. In the event the Corporation shall at
               any time declare or pay any dividend on Common Shares payable in
               Common Shares, or effect a subdivision or combination or
               consolidation of the outstanding Common Shares (by
               reclassification or otherwise than by payment of a dividend in
               Common Shares) into a greater or lesser number of Common Shares,
               then the number 100 (or such number to which it may previously
               have been adjusted) in subclause (ii) of the preceding sentence
               shall be adjusted (or further adjusted) by multiplying such
               number by a fraction the numerator of which is the number of
               Common Shares outstanding immediately after such event and the
               denominator of which is the number of Common Shares that were
               outstanding immediately prior to such event.

                    B. In the event of any voluntary or involuntary liquidation,
               dissolution or winding-up of the Corporation, the holders of
               Junior Preferred Shares (i) shall not be entitled to receive the
               liquidation price of such shares held by them until the
               liquidation price of any other Preferred Shares which are by
               their terms senior to the Junior Preferred Shares as to the
               distribution of assets on any voluntary or involuntary
               liquidation of the Corporation shall have been paid in full and
               (ii) shall be entitled to receive the liquidation price of such
               shares held by them in preference to and in priority over any
               distributions upon the Common Shares and upon any other shares
               which are by their terms junior to the Junior Preferred Shares as
               to the distribution of assets on any voluntary or involuntary
               liquidation of the Corporation. Upon payment in full of the
               liquidation price to which the holders of Junior Preferred Shares
               are entitled, the holders of Junior Preferred Shares will not be
               entitled to any further participation in any distribution of
               assets by the Corporation. If the assets of the Corporation are
               not sufficient to pay in full the liquidation price payable to
               the holders of Junior Preferred Shares, the holders of all such
               shares shall share pro rata on a share-by-share basis among all
               such shares at the time outstanding.

                    C. Neither a consolidation or merger of the Corporation with
               or into any other corporation, nor a merger of any other
               corporation with or into the Corporation, nor a sale or transfer
               of all or any part of the Corporation's assets for cash or
               securities shall be considered a liquidation, dissolution or
               winding-up of the Corporation within the meaning of this clause
               (4).

               (5) CONVERTIBILITY. The Junior Preferred Shares shall not be
          convertible into any other securities of the Corporation.

               (6) OTHER SHARES. The Junior Preferred Shares do not restrict in
          any way the issuance of any additional shares (including additional
          Junior Preferred Shares) ranking on a parity with or prior to the
          Junior Preferred Shares either as to dividends or upon liquidation or
          any additional Common Shares or other shares that may be entitled to
          vote with the Junior Preferred Shares. Any Junior Preferred Shares
          which are acquired by the Corporation and subsequently cancelled by
          the Board of Directors shall have the status of authorized but
          unissued Preferred Shares, without designation as to series, subject
          to reissuance by the Board of Directors as Junior Preferred Shares or
          of any one or more series.

               (7) VOTING RIGHTS. The holders of Junior Preferred Shares shall
          have the following voting rights:

                    A. Subject to the provisions for adjustment hereinafter set
               forth, each Junior Preferred Share shall entitle the holder
               thereof to 100 votes on all matters submitted to a vote of
               shareholders of the Corporation and the holders of Junior
               Preferred Shares and the holders of Common Shares shall vote
               together as one class on all such matters. In the event the
               Corporation shall at any time declare or pay any dividend on
               Common Shares payable in Common Shares, or effect a subdivision
               or combination or consolidation of the outstanding Common Shares
               (by reclassification or otherwise than by payment of a dividend
               in Common Shares) into a greater or lesser number of Common
               Shares, then the number 100 in the preceding sentence (or such
               number to which it may previously have been adjusted) shall be
               adjusted (or further adjusted) by multiplying such number by a
               fraction the numerator of which is the number of Common Shares
               outstanding immediately after such event and the denominator of
               which is the number of Common Shares that were outstanding
               immediately prior to such event.

                    B. Except as otherwise provided herein or required by law,
               the holders of Junior Preferred Shares shall have no voting
               rights for taking any corporate action.

               (8) CONSOLIDATION, MERGER, ETC. In case the Corporation shall
          enter into any consolidation, merger, combination or other transaction
          in which the Common Shares are exchanged for or changed into other
          stock or securities, cash and/or any other property, then in any such
          case (subject to the provision for adjustment hereinafter set forth)
          each Junior Preferred Share shall at the same time be similarly
          exchanged for or changed into 100 times the aggregate per share amount
          of stock, securities, cash and/or any other property (payable in
          kind), as the case may be, for which or into which each Common Share
          is exchanged or changed. In the event the Corporation shall at any
          time declare or pay any dividend on Common Shares payable in Common
          Shares, or effect a subdivision or combination or consolidation of the
          outstanding Common Shares (by reclassification or otherwise than by
          payment of a dividend in Common Shares) into a greater or lesser
          number of Common Shares, then the number 100 in the preceding sentence
          (or such number to which it may previously have been adjusted) shall
          be adjusted (or further adjusted) by multiplying such number by a
          fraction the numerator of which is the number of Common Shares
          outstanding immediately after such event and the denominator of which
          is the number of Common Shares that were outstanding immediately prior
          to such event.

               (9) DEFINITION OF "COMMON SHARES". As used in this Paragraph A.1
          of this Certificate of Incorporation, the term "Common Shares" shall
          mean the Common Shares of the Corporation having a par value of six
          dollars and twenty-five cents ($6.25) per share, as such shares may be
          changed through any subdivision, combination or consolidation thereof.

                    B. Except as otherwise provided by the laws of the State of
               New York or by any certificate of amendment filed pursuant to
               Paragraph A of this Article THIRD, setting forth the relative
               rights, preferences and limitations of any series of Preferred
               Shares, the entire voting power of the shares of the Corporation
               for the election of Directors and for all other purposes, as well
               as all other rights appertaining to shares of the Corporation,
               shall be vested exclusively in the Common Shares. Each Common
               Share shall have one vote upon all matters to be voted on by the
               holders of the Common Shares, and shall be entitled to
               participate equally in all dividends payable with respect to the
               Common Shares and to share ratably, subject to the rights and
               preferences of any such Preferred Shares, in all assets of the
               Corporation in the event of any voluntary or involuntary
               liquidation, dissolution or winding-up of the affairs of the
               Corporation.

                    C. No present or future holder of any shares of the
               Corporation, whether heretofore or hereafter issued, shall have
               any preemptive rights with respect to (a) any shares of the
               Corporation or (b) any other securities of the Corporation
               (including bonds and debentures) convertible into or carrying
               rights or options to purchase any shares of the Corporation.

     FOURTH: The office of the Corporation shall be located in the City of New
York, County of New York, State of New York. CT Corporation System, 1633
Broadway, New York, New York 10019, is designated as the registered agent of the
Corporation upon whom process in any action or proceeding against it may be
served. The Secretary of State of the State of New York is also designated as
the agent of the Corporation upon whom process in any action or proceeding
against it may be served. The address to which the Secretary of State shall mail
a copy of process in any action or proceeding against the Corporation which may
be served upon him is: Phelps Dodge Corporation, c/o CT Corporation System, 1633
Broadway, New York, New York 10019.

     FIFTH: The duration of the Corporation shall be perpetual.

     SIXTH: The number of the Corporation's Directors shall not be less than
nine nor more than twelve, provided that whenever the holders of any one or more
series of Preferred Shares of the Corporation become entitled to elect one or
more Directors to the Board of Directors in accordance with any applicable
provisions of this 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.
No Director may be removed without cause by shareholders of the Corporation.

     SEVENTH: The personal liability of the Directors of the Corporation for any
breach of duty in such capacity is hereby eliminated and limited to the fullest
extent permitted by Section 402(b) of the New York Business Corporation Law, as
the same may be amended from time to time.

                                    * * * * *

     5. Pursuant to authority vested in the Board of Directors by the provisions
of Article THIRD of the Restated Certificate of Incorporation of the Corporation
and Section 807 of the Business Corporation Law, the amendments to the
Corporation's Restated Certificate of Incorporation described above and the
restatement of the Restated Certificate of Incorporation of the Corporation set
forth above were authorized by the affirmative vote of a majority of the Board
of Directors of the Corporation at a meeting held on June 23, 1999.

     IN WITNESS WHEREOF, I have executed this certificate, and affirm that the
statements made herein are true under penalties of perjury, on this 30th day of
June, 1999.


                                                    /s/ Robert C. Swan
                                                    ----------------------------
                                                    Robert C. Swan
                                                    Vice President and Secretary