EXHIBIT 10.15


                                  AMENDMENT TO
                   PHELPS DODGE CORPORATION 1993 STOCK OPTION
                            AND RESTRICTED STOCK PLAN
                            -------------------------


                  WHEREAS,  Phelps Dodge Corporation (the "Corporation") adopted
the Phelps Dodge 1993 Stock Option and Restricted Plan (the "Plan"); and

                  WHEREAS,  pursuant  to  Section  7 of the  Plan,  the Board of
Directors retained the right to amend the Plan;

                  NOW, THEREFORE, the Plan is amended as follows:

                  1. The  definition of  "Committee" in Section 2(h) of the Plan
is deleted in its entirety and new definition of "Committee" is inserted in lieu
thereof, to read as follows:

                  (h)  "Committee"  shall mean a Committee  of the Board,  which
         shall  consist of two or more  members.  Each  member of the  Committee
         shall be a "Non-Employee  Director" within the meaning of Rule 16b-3 as
         promulgated  under the Act, or meet any other  applicable  standard for
         administrators  under that or any  similar  rule which may be in effect
         from time to time.  Each  member of the  Committee  shall  serve at the
         pleasure of the Board.

                  2. The  definition of Retirement  contained in Section 2(t) is
deleted in its entirety and a new  definition  is inserted in lieu  thereof,  to
read as follows:

                  (t)  "Retirement"  shall mean  termination of a  Participant's
         employment  on or after the  Participant's  normal  retirement  date or
         early   retirement   under  any  pension  or  retirement  plan  of  the
         Corporation or a Subsidiary.
<PAGE>
                  3.  Section  3.1 is  amended  to add a new  sentence  thereto,
immediately following the first sentence thereof, to read as follows:

         Notwithstanding  anything else  contained in the preceding  sentence to
         the contrary,  in no event may the number of Common  Shares  subject to
         Options  granted to any single  Participant  within any 12 month period
         exceed 350,000 Common Shares,  as such number may be adjusted  pursuant
         to Section 4.3.

                  4. Section 4.3 is amended to delete the third sentence thereof
in its  entirety  and to add a new third  sentence in lieu  thereof,  to read as
follows:

         Subject to  adjustment  as  provided  in Section  4.3 below,  the total
         number of Common  Shares (i) which may be sold to  Employees  under the
         Plan pursuant to Options,  (ii) with respect to which  Participants may
         relinquish  Options  in order to  exercise  Stock  Appreciation  Rights
         described  in Section  5.7 below and (iii) that may be  transferred  or
         issued as Restricted  Stock  pursuant to Section 6 shall not exceed the
         sum of (A)  5,000,000  Common Shares  (inclusive of the 200,000  Common
         Shares  authorized  for  issuance  under the 1987 Plan by action of the
         Board in December  1992) plus (B) the number of Common Shares  received
         by the  Corporation  after  February 3, 1993 in payment of the exercise
         price under any Option,  whether issued under the Plan or a Predecessor
         Plan.

                  5.  Section  4.2 is  deleted  in its  entirety  and a new such
Section is added in lieu thereof, to read as follows:

         If an Option granted hereunder or an Option granted under the 1987 Plan
         which is  outstanding on the date hereof  expires,  or is terminated or
         canceled  prior to its  exercise  or prior to  exercise  of any related
         Stock Appreciation Right, or if shares of Restricted Stock are returned
         to the  Corporation  pursuant  to the terms of the Plan or if shares of
         Restricted Stock awarded under the 1987 Plan which are still restricted
         on the date hereof are returned to the Corporation prior to the time at
         which a Participant's rights become  nonforfeitable,  the Common Shares
         covered by such  Option or such Stock  Appreciation  Right  immediately
         prior to such  expiration  or other  termination  or  affected  by such
         return shall be available for future grants under the Plan.

                  6. Section 4.3 is amended to delete the first sentence thereof
in its  entirety  and to add a new first  sentence in lieu  thereof,  to read as
follows:

         The  number and price of Common  Shares  covered  by each  Option,  the
         maximum  number of Common  Shares  that be  awarded  as  Options  under
         Section  3.1 and the total  number of Common  Shares  that may be sold,
         issued or transferred under the Plan shall be proportionately  adjusted
         to reflect,  as deemed  equitable and appropriate by the Committee,  an
         Adjustment Event.
<PAGE>
                  7. Section 9.1 is amended to delete the first sentence thereof
in its  entirety  and to add a new first  sentence in lieu  thereof,  to read as
follows:

         Unless the Committee  otherwise  determines at or after grant, an award
         granted under the Plan may not be sold, transferred,  pledged, assigned
         or otherwise  alienated or  hypothecated,  other than by will or by the
         laws of descent and distribution.

                  8. Section 9.2 is amended to delete the first sentence thereof
in its  entirety  and to add a new first  sentence in lieu  thereof,  to read as
follows:

         Instruments  evidencing Options may contain such other provisions,  not
         inconsistent with the Plan, as the Committee deems advisable, including
         a requirement  that the  Participant  represent to the  Corporation  in
         writing,  when an Option is granted or when he receives shares upon its
         exercise or at such other time as the Committee deems appropriate, that
         he is  accepting  such Option,  or  receiving or acquiring  such shares
         (unless they are then covered by a Securities Act of 1933  registration
         statement), for his own account for investment only and with no present
         intention to transfer,  sell or otherwise dispose of such shares except
         such disposition by a legal representative as shall be required by will
         or the  laws  of any  jurisdiction  in  winding  up the  estate  of the
         Participant.

                  9. The amendments contained in Paragraph 3 shall be and become
effective,  upon and subject to, approval thereof by the affirmative vote of the
holders  of a  majority  of the  shares of  Common  Stock  present  in person or
represented by proxy at the Annual Meeting of Stockholders  and entitled to vote
thereon.  The  remaining  amendments  contained  herein shall be effective as of
_________________.

                  IN WITNESS WHEREOF,  the Corporation has caused this Amendment
to be  executed  by  its  duly  authorized  officer  on  the  _________  day  of
___________, 1997.

                                        PHELPS DODGE CORPORATION



                                        By:
                                           ------------------------------
                                        Title:
                                              ---------------------------

WITNESS:



-----------------------------------
Title:
      -----------------------------