UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF



For the quarter ended June 30, 2000

Commission file number 1-82

PHELPS DODGE CORPORATION

(a New York corporation)

13-1808503

(I.R.S. Employer Identification No.)

2600 N. Central Avenue, Phoenix, AZ 85004-3089

Registrants telephone number: (602) 234-8100

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject
to such filing requirements for the past
90 days.  Yesx  No.

Number of Common Shares outstanding at August 8, 2000:
78,719,898 shares.









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i

PHELPS DODGE CORPORATION

Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2000

Table of Contents

|                              |                                                             |                                                                               |  |    |    | 
|----------------------------- | ----------------------------------------------------------- | ----------------------------------------------------------------------------- |  | -- | -- | 
|                              |                                                             | Page                                                                         
|                              |                                                             |                                                                              
|Part I. Financial Information |                                                             |                                                                               |  |   
|                              | Item 1. Financial Statements                                |                                                                               |  |    |   
|                             
|                             
|                             
|                             
|                              |                                                             | Statement of Consolidated Operations                                          |  |    | 1  | 
|                             
|                             
|                             
|                             
|                              |                                                             | Consolidated Balance Sheet                                                    |  |    | 2  | 
|                             
|                             
|                             
|                             
|                              |                                                             | Consolidated Statement of Cash Flows                                          |  |    | 3  | 
|                             
|                             
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|                              |                                                             | Consolidated Statement of Common Shareholders Equity                         |  |    | 4  | 
|                             
|                             
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|                              |                                                             | Financial Data by Business Segment                                            |  |    | 5  | 
|                             
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|                              |                                                             | Notes to Consolidated Financial Information                                   |  |    | 6  | 
|                             
|                             
|                             
|                             
|                              |                                                             | Review by Independent Accountants                                             |  |    | 9  | 
|                             
|                             
|                             
|                             
|                              |                                                             | Report of Independent Accountants on Review of Interim Financial
	Information |  |    | 10 | 
|                              | Item 2. Managements Discussion and Analysis                |                                                                               |  |    |   
|                             
|                             
|                             
|                             
|                              |                                                             | Results of Operations                                                         |  |    | 11 | 
|                             
|                             
|                             
|                             
|                              |                                                             | Results of Phelps Dodge Mining Company                                        |  |    | 12 | 
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|                             
|                              |                                                             | Results of Phelps Dodge Industries                                            |  |    | 13 | 
|                             
|                             
|                             
|                             
|                              |                                                             | Other Matters Relating to the Statement of Consolidated
	Operations           |  |    | 14 | 
|                             
|                             
|                             
|                             
|                              |                                                             | Changes in Financial Condition                                                |  |    | 14 | 
|Part II. Other Information    |                                                             |                                                                               |  |   
|                             
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|                             
|                              | Item 1. Legal Proceedings                                   |                                                                               |  | 15 |   
|                             
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|                              | Item 4. Submission of Matters to a Vote of Security Holders |                                                                               |  | 15 |   
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|                              | Item 6. Exhibits and Reports on Form 8-K                    |                                                                               |  | 15 |   
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|                             
|                              | Signatures                                                  |                                                                               |  | 16 |   
|                             
|                             
|                             
|                             
|                              | Index to Exhibits                                           |                                                                               |  | 16 |   



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-1-

PHELPS DODGE CORPORATION AND SUBSIDIARIES

Part I. Financial Information

|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |         |  
|----------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | -------------- | ------- | ---------------- | - | ---- | ----- | ----- | - |  | ------- | ------- | - |  | ------- | ------- | -
|                                                                                                                                          |                                                         |                |         |                 
|Item 1. Financial Statements                                                                                                              |                                                         | Second Quarter |         | First six months
|                                                                                                                                          |                                                         |                |         |                 
|                                                                                                                                          |                                                         | 2000           |         | 1999             |   | 2000 |       | 1999 
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |      
|STATEMENT OF CONSOLIDATED OPERATIONS                                                                                                      |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|(Unaudited; in millions except per share data)                                                                                            |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|Sales and other operating revenues                                                                                                        |                                                         | $              | 1,112.9 |                  |   |      | 691.1 |       |   |  | 2,232.6 |         |   |  | 1,354.2 |        
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|Operating costs and expenses                                                                                                              |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Cost of products sold (see Note 3)                      |                |         | 895.2            |   |      |       | 554.2 |   |  |         | 1,768.6 |   |  |         | 1,083.2 |  
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Depreciation, depletion and amortization                |                |         | 119.1            |   |      |       | 71.1  |   |  |         | 238.5   |   |  |         | 144.3   |  
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Selling and general administrative expense (see Note 3) |                |         | 34.8             |   |      |       | 25.3  |   |  |         | 67.0    |   |  |         | 49.8    |  
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Exploration and research expense                        |                |         | 14.4             |   |      |       | 12.3  |   |  |         | 27.2    |   |  |         | 21.1    |  
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Non-recurring charges and other (see Note 6)            |                |         | 44.2             |   |      |       | 83.0  |   |  |         | 46.3    |   |  |         | 83.0    |  
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                          |                                                         |                | 1,107.7 |                  |   |      | 745.9 |       |   |  | 2,147.6 |         |   |  | 1,381.4 |        
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|Operating income (loss)                                                                                                                   |                                                         |                | 5.2     |                  |   |      | (54.8 | )     |   |  | 85.0    |         |   |  | (27.2   | )      
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Interest expense                                        |                |         | (54.0            | ) |      |       | (24.0 | ) |  |         | (109.4  | ) |  |         | (48.1   | )
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Capitalized interest                                    |                |         | 0.9              |   |      |       | -     |   |  |         | 1.3     |   |  |         | 0.1     |  
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Miscellaneous income and expense, net                   |                |         | 5.0              |   |      |       | 1.0   |   |  |         | 11.4    |   |  |         | (6.4    | )
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|Loss before taxes, minority interests, equity in net earnings
	(loss) of affiliated companies and cumulative effect of
	accounting change |                                                         |                | (42.9   | )                |   |      | (77.8 | )     |   |  | (11.7   | )       |   |  | (81.6   | )      
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Provision for taxes on income                           |                |         | 5.9              |   |      |       | 20.1  |   |  |         | (5.3    | ) |  |         | 18.7    |  
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Minority interests in consolidated subsidiaries         |                |         | (1.5             | ) |      |       | 0.9   |   |  |         | (2.9    | ) |  |         | 0.5     |  
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Equity in net earnings (loss) of affiliated companies   |                |         | 0.7              |   |      |       | (0.7  | ) |  |         | 1.5     |   |  |         | 5.4     |  
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|Loss before cumulative effect of accounting change                                                                                        |                                                         |                | (37.8   | )                |   |      | (57.5 | )     |   |  | (18.4   | )       |   |  | (57.0   | )      
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Cumulative effect of accounting change (see Note 7)     |                |         | -                |   |      |       | -     |   |  |         | -       |   |  |         | (3.5    | )
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|Net loss                                                                                                                                  |                                                         | $              | (37.8   | )                |   |      | (57.5 | )     |   |  | (18.4   | )       |   |  | (60.5   | )      
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                         
|Average number of shares outstanding - basic                                                                                              |                                                         |                | 78.4    |                  |   |      | 57.8  |       |   |  | 78.4    |         |   |  | 57.8    |        
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|Basic loss per share before cumulative effect of accounting
	change                                                                       |                                                         | $              | (0.48   | )                |   |      | (0.99 | )     |   |  | (0.23   | )       |   |  | (0.98   | )      
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Cumulative effect of accounting change (see Note 7)     |                |         | -                |   |      |       | -     |   |  |         | -       |   |  |         | (0.06   | )
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|Basic loss per share                                                                                                                      |                                                         | $              | (0.48   | )                |   |      | (0.99 | )     |   |  | (0.23   | )       |   |  | (1.04   | )      
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                         
|Average number of shares outstanding - diluted                                                                                            |                                                         |                | 78.4    |                  |   |      | 57.8  |       |   |  | 78.4    |         |   |  | 57.8    |        
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|Diluted loss per share before cumulative effect of accounting
	change                                                                     |                                                         | $              | (0.48   | )                |   |      | (0.99 | )     |   |  | (0.23   | )       |   |  | (0.98   | )      
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                          | Cumulative effect of accounting change (see Note 7)     |                |         | -                |   |      |       | -     |   |  |         | -       |   |  |         | (0.06   | )
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        
|Diluted loss per share                                                                                                                    |                                                         | $              | (0.48   | )                |   |      | (0.99 | )     |   |  | (0.23   | )       |   |  | (1.04   | )      
|                                                                                                                                          |                                                         |                |         |                  |   |      |       |       |   |  |         |         |   |  |         |        

See Notes to Consolidated Financial Information.



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-2-

CONSOLIDATED BALANCE SHEET




|                                                |                                                        |                     |   |          |         |              |         |  |         |         |         | 
|----------------------------------------------- | ------------------------------------------------------ | ------------------- | - | -------- | ------- | ------------ | ------- |  | ------- | ------- | ------- | 
|                                                |                                                        |                     |   | June 30, |         | December 31,
|                                                |                                                        |                     |   | 2000     |         | 1999        
|                                                |                                                        |                     |   |          |         |             
|Assets                                          |                                                        |                     |   |          |         |              |         |  |         |        
|                                               
|                                               
|                                               
|                                               
|                                                | Cash and cash equivalents                              |                     | $ |          |         | 246.3        |         |  |         | 234.2   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Accounts receivable, net                               |                     |   |          |         | 572.3        |         |  |         | 541.5   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Inventories                                            |                     |   |          |         | 440.8        |         |  |         | 498.3   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Supplies                                               |                     |   |          |         | 149.8        |         |  |         | 149.0   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Other current assets and prepaid expenses (see Note 9) |                     |   |          |         | 39.8         |         |  |         | 172.4   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Deferred income taxes                                  |                     |   |          |         | 101.3        |         |  |         | 98.0    |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|                                                |                                                        | Current assets      |   |          |         |              | 1,550.3 |  |         |         | 1,693.4 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Investments and long-term accounts receivable          |                     |   |          |         | 122.7        |         |  |         | 136.1   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Property, plant and equipment, net                     |                     |   |          |         | 5,935.1      |         |  |         | 6,037.7 |        
|                                               
|                                               
|                                               
|                                               
|                                                | Non-current deferred income taxes                      |                     |   |          |         | 16.9         |         |  |         | 16.9    |        
|                                               
|                                               
|                                               
|                                               
|                                                | Other assets and deferred charges                      |                     |   |          |         | 347.6        |         |  |         | 344.9   |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|                                                |                                                        | $                   |   |          | 7,972.6 |              |         |  | 8,229.0 |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|                                               
|Liabilities                                     |                                                        |                     |   |          |         |              |         |  |         |        
|                                               
|                                               
|                                               
|                                               
|                                                | Short-term debt                                        |                     | $ |          |         | 418.0        |         |  |         | 451.2   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Current portion of long-term debt                      |                     |   |          |         | 121.9        |         |  |         | 131.3   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Accounts payable and accrued expenses                  |                     |   |          |         | 744.9        |         |  |         | 786.5   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Accrued income taxes                                   |                     |   |          |         | 21.5         |         |  |         | 49.3    |        
|                                               
|                                               
|                                               
|                                               
|                                                | Dividends payable                                      |                     |   |          |         | 39.4         |         |  |         | -       |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|                                                |                                                        | Current liabilities |   |          |         |              | 1,345.7 |  |         |         | 1,418.3 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Long-term debt                                         |                     |   |          |         | 2,157.7      |         |  |         | 2,172.5 |        
|                                               
|                                               
|                                               
|                                               
|                                                | Deferred income taxes                                  |                     |   |          |         | 399.1        |         |  |         | 385.7   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Other liabilities and deferred credits                 |                     |   |          |         | 849.8        |         |  |         | 879.4   |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|                                                |                                                        |                     |   |          | 4,752.3 |              |         |  | 4,855.9 |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|Minority interests in consolidated subsidiaries |                                                        |                     |   |          | 87.8    |              |         |  | 96.3    |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|Common shareholders equity                     |                                                        |                     |   |          |         |              |         |  |         |        
|                                               
|                                               
|                                               
|                                               
|                                                | Common shares, 78.7 outstanding (12/31/99 - 78.7)      |                     |   |          |         | 492.0        |         |  |         | 491.6   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Capital in excess of par value                         |                     |   |          |         | 1,019.0      |         |  |         | 1,016.4 |        
|                                               
|                                               
|                                               
|                                               
|                                                | Retained earnings                                      |                     |   |          |         | 1,823.3      |         |  |         | 1,959.8 |        
|                                               
|                                               
|                                               
|                                               
|                                                | Accumulated other comprehensive loss                   |                     |   |          |         | (190.2       | )       |  |         | (180.3  | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Other                                                  |                     |   |          |         | (11.6        | )       |  |         | (10.7   | )      
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|                                                |                                                        |                     |   |          | 3,132.5 |              |         |  | 3,276.8 |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        
|                                                |                                                        | $                   |   |          | 7,972.6 |              |         |  | 8,229.0 |        
|                                                |                                                        |                     |   |          |         |              |         |  |         |        

See Notes to Consolidated Financial Information.



---



-3-

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited; in millions)


|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |       |       |       |        |  
|------------------------------------------------ | -------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------------------------- | --------------------------------------------------- | ----- | ----- | ------ | ----- | ----- | ----- | ------ | -
|                                                 |                                                                                  |                                                  
|                                                 |                                                                                  | Six months ended                                 
|                                                 |                                                                                  | June 30,                                         
|                                                 |                                                                                  |                                                  
|                                                 |                                                                                  | 2000                                              |                                               | 1999                                               
|                                                 |                                                                                  |                                                   |                                               |                                                    
|Operating activities                             |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Net loss                                                                         |                                                   | $                                             | (18.4                                               | )     |       |        | (60.5 | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net loss to net cash provided by
	operating activities: |                                                   |                                               |                                                     |       |       |        |       |      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  | Depreciation, depletion and amortization          |                                               |                                                     | 238.5 |       |        |       | 144.3 |      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  | Deferred income taxes                             |                                               |                                                     | 6.8   |       |        |       | (8.8  | )    
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  | Equity loss net of dividends received             |                                               |                                                     | (0.4  | )     |        |       | (5.4  | )    
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  | Changes in current assets and liabilities:        |                                               |                                                     |       |       |        |       |       |      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | (Increase) decrease in accounts receivable    |                                                     |       | (18.4 | )      |       |       | (88.0 | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | (Increase) decrease in inventories            |                                                     |       | 42.2  |        |       |       | (5.2  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | (Increase) decrease in supplies               |                                                     |       | (1.4  | )      |       |       | 3.7   |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | (Increase) decrease in prepaid expenses       |                                                     |       | (7.8  | )      |       |       | 1.1   |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | (Increase) decrease in deferred income taxes  |                                                     |       | (0.1  | )      |       |       | (0.9  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | Increase (decrease) in interest payable       |                                                     |       | (12.4 | )      |       |       | (1.7  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | Increase (decrease) in other accounts payable |                                                     |       | (5.4  | )      |       |       | (17.4 | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | Increase (decrease) in accrued income taxes   |                                                     |       | (21.2 | )      |       |       | (4.1  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  |                                                   | Increase (decrease) in other accrued expenses |                                                     |       | (58.2 | )      |       |       | (2.3  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  | Non-recurring charges and provisions (see Note 6) |                                               |                                                     | 53.5  |       |        |       | 84.7  |      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                  | Other adjustments, net                            |                                               |                                                     | (32.8 | )     |        |       | 6.5   |      
|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|                                                 |                                                                                  |                                                   |                                               | Net cash provided by operating activities           |       |       | 164.5  |       |       |       | 46.0   |  
|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|Investing activities                             |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Capital outlays                                                                  |                                                   |                                               | (151.9                                              | )     |       |        | (64.5 | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Capitalized interest                                                             |                                                   |                                               | (1.1                                                | )     |       |        | (0.1  | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Investment in subsidiaries                                                       |                                                   |                                               | (12.7                                               | )     |       |        | (75.3 | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from asset dispositions and other (see Note 9)                          |                                                   |                                               | 149.7                                               |       |       |        | 6.4   |      
|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|                                                 |                                                                                  |                                                   |                                               | Net cash used in investing activities               |       |       | (16.0  | )     |       |       | (133.5 | )
|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|Financing activities                             |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Increase in debt                                                                 |                                                   |                                               | 22.0                                                |       |       |        | 110.0 |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Payment of debt                                                                  |                                                   |                                               | (80.4                                               | )     |       |        | (41.4 | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Common dividends                                                                 |                                                   |                                               | (78.7                                               | )     |       |        | (58.0 | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Other, net                                                                       |                                                   |                                               | 0.7                                                 |       |       |        | (0.9  | )    
|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|                                                 |                                                                                  |                                                   |                                               | Net cash provided by (used in) financing activities |       |       | (136.4 | )     |       |       | 9.7    |  
|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|Increase (decrease) in cash and cash equivalents |                                                                                  |                                                   | 12.1                                          |                                                     |       |       | (77.8  | )    
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of year   |                                                                                  |                                                   | 234.2                                         |                                                     |       |       | 221.7  |      
|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |      
|Cash and cash equivalents at end of period       |                                                                                  | $                                                 | 246.3                                         |                                                     |       |       | 143.9  |      
|                                                 |                                                                                  |                                                   |                                               |                                                     |       |       |        |      

See Notes to Consolidated Financial Information.



---



-4-

CONSOLIDATED STATEMENT OF COMMON
SHAREHOLDERS EQUITY

(Unaudited; in millions)


|                              |                               |                                         |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  |       |       |      |   |   |         |        |       |       |  
|----------------------------- | ----------------------------- | --------------------------------------- | ------------------------------ | ---------- |  | --------- | ----- | ----------- |  | ------------- | ------- | ------ | - | ------------- | ------- | ------ | ----- | - | ------ | - |  | ----- | ----- | ---- | - | - | ------- | ------ | ----- | ----- | -
|                              |                               |                                         |                                |            |  |           |       |             |  |               |         |       
|                              |                               | Common Shares                           |                                |            |  |           |       | Accumulated |  |               |         |       
|                              |                               |                                         |                                | Capital in |  |           |       | Other       |  |               |         | Common
|                              |                               | Number                                  |                                | At Par     |  | Excess of |       | Retained    |  | Comprehensive |         |        |   | Shareholders
|                              |                               | of Shares                               |                                | Value      |  | Par Value |       | Earnings    |  | Income (loss) |         | Other  |   | Equity       
|                              |                               |                                         |                                |            |  |           |       |             |  |               |         |        |   |              
|Balance at December  31, 1999 |                               |                                         | 78.7                           |            |  | $         | 491.6 |             |  | $             | 1,016.4 |        |   | $             | 1,959.8 |        |       | $ | (180.3 | ) |  | $     | (10.7 | )    |   | $ | 3,276.8 |       
|                             
|                             
|                             
|                             
|                              | Stock options exercised       |                                         |                                | -          |  |           |       | 0.1         |  |               |         | 1.0    |   |               |         | -      |       |   |        |   |  |       |       |      |   |   |         | 1.1    |      
|                             
|                             
|                             
|                             
|                              | Restricted shares issued, net |                                         |                                | -          |  |           |       | 0.3         |  |               |         | 2.2    |   |               |         | -      |       |   |        |   |  |       |       | (0.9 | ) |   |         | 1.6    |      
|                             
|                             
|                             
|                             
|                              | Other investment adjustments  |                                         |                                |            |  |           |       |             |  |               |         | (0.6   | ) |               |         | -      |       |   |        |   |  |       |       |      |   |   |         | (0.6   | )    
|                             
|                             
|                             
|                             
|                              | Dividends on common shares    |                                         |                                |            |  |           |       |             |  |               |         |        |   |               |         | (118.1 | )     |   |        |   |  |       |       |      |   |   |         | (118.1 | )    
|                             
|                             
|                             
|                             
|                              | Comprehensive income:         |                                         |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  |       |       |      |   |   |         |        |      
|                             
|                             
|                             
|                             
|                              |                               | Net loss                                |                                |            |  |           |       |             |  |               |         |        |   |               |         |        | (18.4 | ) |        |   |  |       |       |      |   |   |         |        | (18.4 | )    
|                             
|                             
|                             
|                             
|                              |                               | Other comprehensive income, net of tax: |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  |       |       |      |   |   |         |        |       |      
|                             
|                             
|                             
|                             
|                              |                               |                                         | Translation adjustment         |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  | (10.4 | )     |      |   |   |         |        |       | (10.4 | )
|                             
|                             
|                             
|                             
|                              |                               |                                         | Unrealized gains on securities |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  | 0.5   |       |      |   |   |         |        |       | 0.5   |  
|                              |                               |                                         |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  |       |       |      |   |   |         |       
|                              |                               |                                         | Other comprehensive loss       |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  | (9.9  | )     |      |   |   |         |        |       | (9.9  | )
|                              |                               |                                         |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  |       |       |      |   |   |         |       
|                              |                               | Comprehensive loss                      |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  |       |       |      |   |   |         |        | (28.3 | )    
|                              |                               |                                         |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  |       |       |      |   |   |         |       
|Balance at June 30, 2000      |                               |                                         | 78.7                           |            |  | $         | 492.0 |             |  | $             | 1,019.0 |        |   | $             | 1,823.3 |        |       | $ | (190.2 | ) |  | $     | (11.6 | )    |   | $ | 3,132.5 |       
|                              |                               |                                         |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |       |   |        |   |  |       |       |      |   |   |         |       

See Notes to Consolidated Financial Information.



---



-5-

FINANCIAL DATA BY BUSINESS SEGMENT



|                      |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |         |         | 
|--------------------- | --------------------------------- | ---------------------- |  | ------------- | ------- | ------ |  | ----------- | ----- | -------- |  | ------------- | ----- | ------ |  | ------- | ----- |  |  | ------- | ------- |  |  | ----- | ------ | - |  | ------- | ------- | 
|                      |                                   |                        |  |               |         |        |  | Corporate   |       |         
|                      |                                   |                        |  | PD Industries |         |        |  | Unallocated |       |         
|                      |                                   | Phelps                 |  |               |         |        |  | &           |       |         
|                      |                                   | Dodge                  |  | Specialty     |         | Wire & |  |             |       | Segment  |  | Reconciling   |       |       
|                      |                                   | Mining                 |  | Chemicals     |         | Cable  |  | Total       |       | Subtotal |  | Eliminations* |       | Totals
|                     
|                     
|Second Quarter 2000   |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |        
|                     
|                     
|                     
|                     
|                      | Sales & other operating revenues: |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |         |        
|                     
|                     
|                     
|                     
|                      |                                   | Unaffiliated customers |  | $             | 753.9   |        |  |             | 150.1 |          |  |               | 208.9 |        |  |         | 359.0 |  |  |         | 1,112.9 |  |  |       | -      |   |  |         | 1,112.9 | 
|                     
|                     
|                     
|                     
|                      |                                   | Intersegment           |  |               | 58.2    |        |  |             | -     |          |  |               | 1.0   |        |  |         | 1.0   |  |  |         | 59.2    |  |  |       | (59.2  | ) |  |         | -       | 
|                     
|                     
|                     
|                     
|                      | Non-recurring charges             |                        |  | 5.2           |         |        |  | -           |       |          |  | 39.0          |       |        |  | 39.0    |       |  |  | 44.2    |         |  |  | -     |        |   |  | 44.2    |        
|                     
|                     
|                     
|                     
|                      | Operating income (loss)           |                        |  | 38.1          |         |        |  | 26.4        |       |          |  | (37.9         | )     |        |  | (11.5   | )     |  |  | 26.6    |         |  |  | (21.4 | )      |   |  | 5.2     |        
|                     
|                     
|                     
|                     
|                      | Assets at June 30                 |                        |  | 6,256.2       |         |        |  | 779.5       |       |          |  | 711.9         |       |        |  | 1,491.4 |       |  |  | 7,747.6 |         |  |  | 225.0 |        |   |  | 7,972.6 |        
|                     
|Second Quarter 1999   |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |        
|                     
|                     
|                     
|                     
|                      | Sales & other operating revenues: |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |         |        
|                     
|                     
|                     
|                     
|                      |                                   | Unaffiliated customers |  | $             | 351.3   |        |  |             | 134.9 |          |  |               | 204.9 |        |  |         | 339.8 |  |  |         | 691.1   |  |  |       | -      |   |  |         | 691.1   | 
|                     
|                     
|                     
|                     
|                      |                                   | Intersegment           |  |               | 56.7    |        |  |             | -     |          |  |               | 0.1   |        |  |         | 0.1   |  |  |         | 56.8    |  |  |       | (56.8  | ) |  |         | -       | 
|                     
|                     
|                     
|                     
|                      | Non-recurring charges             |                        |  | 34.5          |         |        |  | 19.9        |       |          |  | 28.4          |       |        |  | 48.3    |       |  |  | 82.8    |         |  |  | 0.2   |        |   |  | 83.0    |        
|                     
|                     
|                     
|                     
|                      | Operating income (loss)           |                        |  | (33.1         | )       |        |  | 10.3        |       |          |  | (20.2         | )     |        |  | (9.9    | )     |  |  | (43.0   | )       |  |  | (11.8 | )      |   |  | (54.8   | )      
|                     
|                     
|                     
|                     
|                      | Assets at June 30                 |                        |  | 3,158.7       |         |        |  | 756.5       |       |          |  | 815.9         |       |        |  | 1,572.4 |       |  |  | 4,731.1 |         |  |  | 170.4 |        |   |  | 4,901.5 |        
|                     
|First Six Months 2000 |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |        
|                     
|                     
|                     
|                     
|                      | Sales & other operating revenues: |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |         |        
|                     
|                     
|                     
|                     
|                      |                                   | Unaffiliated customers |  | $             | 1,507.3 |        |  |             | 305.0 |          |  |               | 420.3 |        |  |         | 725.3 |  |  |         | 2,232.6 |  |  |       | -      |   |  |         | 2,232.6 | 
|                     
|                     
|                     
|                     
|                      |                                   | Intersegment           |  |               | 118.9   |        |  |             | -     |          |  |               | 1.0   |        |  |         | 1.0   |  |  |         | 119.9   |  |  |       | (119.9 | ) |  |         | -       | 
|                     
|                     
|                     
|                     
|                      | Non-recurring charges             |                        |  | 5.2           |         |        |  | -           |       |          |  | 41.1          |       |        |  | 41.1    |       |  |  | 46.3    |         |  |  | -     |        |   |  | 46.3    |        
|                     
|                     
|                     
|                     
|                      | Operating income (loss)           |                        |  | 106.4         |         |        |  | 51.1        |       |          |  | (35.7         | )     |        |  | 15.4    |       |  |  | 121.8   |         |  |  | (36.8 | )      |   |  | 85.0    |        
|                     
|                     
|                     
|                     
|                      | Assets at June 30                 |                        |  | 6,256.2       |         |        |  | 779.5       |       |          |  | 711.9         |       |        |  | 1,491.4 |       |  |  | 7,747.6 |         |  |  | 225.0 |        |   |  | 7,972.6 |        
|                     
|First Six Months 1999 |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |        
|                     
|                     
|                     
|                     
|                      | Sales & other operating revenues: |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |       |  |  |         |         |  |  |       |        |   |  |         |        
|                     
|                     
|                     
|                     
|                      |                                   | Unaffiliated customers |  | $             | 695.4   |        |  |             | 265.9 |          |  |               | 392.9 |        |  |         | 658.8 |  |  |         | 1,354.2 |  |  |       | -      |   |  |         | 1,354.2 | 
|                     
|                     
|                     
|                     
|                      |                                   | Intersegment           |  |               | 108.5   |        |  |             | -     |          |  |               | 0.1   |        |  |         | 0.1   |  |  |         | 108.6   |  |  |       | (108.6 | ) |  |         | -       | 
|                     
|                     
|                     
|                     
|                      | Non-recurring charges             |                        |  | 34.5          |         |        |  | 19.9        |       |          |  | 28.4          |       |        |  | 48.3    |       |  |  | 82.8    |         |  |  | 0.2   |        |   |  | 83.0    |        
|                     
|                     
|                     
|                     
|                      | Operating income (loss)           |                        |  | (28.0         | )       |        |  | 40.8        |       |          |  | (15.9         | )     |        |  | 24.9    |       |  |  | (3.1    | )       |  |  | (24.1 | )      |   |  | (27.2   | )      
|                     
|                     
|                     
|                     
|                      | Assets at June 30                 |                        |  | 3,158.7       |         |        |  | 756.5       |       |          |  | 815.9         |       |        |  | 1,572.4 |       |  |  | 4,731.1 |         |  |  | 170.4 |        |   |  | 4,901.5 |        
|                     



|  |                                                                                      
|- | -------------------------------------------------------------------------------------
|* | Represents corporate, unallocated and reconciling
	elimination activities and assets.



---



-6-

NOTES TO CONSOLIDATED FINANCIAL

INFORMATION






|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The unaudited consolidated financial information presented herein
	 has been prepared in accordance with the instructions to
	Form 10-Q and does not include all of the information and
	note disclosures required by generally accepted accounting
	principles. Therefore, this information should be read in
	conjunction with the consolidated financial statements and notes
	thereto included in our Form 10-K for the year ended
	December 31, 1999. This information reflects all adjustments that
	 are, in the opinion of management, necessary to a fair
	presentation of the results for the interim periods reported.                                                                    
|  
|2. | The results of operations for the three-month and six-month
	periods ended June  30, 2000, are not necessarily indicative
	 of the results to be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|3. | The results of operations for the three-month and six-month
	periods ended June  30, 1999, reflect the reclassification
	of $5.1 million and $10.0 million, respectively, in
	operation support costs from selling and general administrative
	expenses to cost of products sold to conform to the current year
	presentation.                                                                                                                                                                                                                                                                                                                                                                       
|  
|4. | Depending on market circumstances, we may periodically purchase
	or liquidate various copper price protection contracts for a
	portion of our expected future mine production to mitigate the
	risk of adverse price fluctuations. As of June 30, 2000, the
	 company had a total of approximately 110  million pounds of
	 year 2000 copper cathode production under various price
	protection agreements with various financial institutions. These
	annual contracts effectively ensure minimum (approximately
	72  cents) and maximum (approximately 95 cents) prices
	per pound. The minimum and maximum prices are based on the
	average London Metal Exchange price for the protection period.
|  
|5. | Cyprus Amax Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Liabilities recorded in the acquisition of Cyprus Amax included
costs of $22  million associated with merging Cyprus
Amaxs operations into the companys operations (e.g.,
lease and other cancellation costs and employee termination
costs, primarily for duplicate administrative and management
functions). Through June 30, 2000, we have paid
$11 million for such costs, including approximately
$10 million for employee termination and severance costs.
Costs for these liabilities are expected to be substantially paid
 out by the end of 2000.



|   |                                              
|-- | ---------------------------------------------
|6. | Restructuring Charges and Non-Recurring Items

On June 27, 2000, we announced a plan to reduce operating
costs and restructure operations at our mining and wire and cable
 segments by (i) curtailing operations at the Miami copper
mine in Arizona and the Henderson molybdenum mine in Colorado;
(ii) ceasing production at two wire and cable operations in
Venezuela; (iii) announcing the planned closure of a
telephone cable operation in El Salvador; and
(iv) recognizing impairment charges for our wire and cable
operations in Austria and the Philippines. These actions resulted
 in non-recurring, pre-tax charges of $41.3  million
($36.9 million, $0.47 per share, after taxes and
minority interests), $6.4 million ($6.4 million,
$0.08 per share after taxes and minority interests) in
charges to cost of products sold, representing the working
capital writedown component of the above actions, and a
$7.2 million charge ($7.2  million, $0.09 per
share after taxes and minority interests) to miscellaneous income
 and expense representing the impairment of our equity investment
 in a wire and cable operation in the Philippines.

In addition to the above items, we recognized certain ongoing
costs of $2.9  million ($1.9 million, $0.02 per
share after taxes and minority interests) relating to the
June 30, 1999, restructuring plan and received a tax refund
of $6.5 million and related interest income of
$5.8 million ($3.6  million, $0.04 per share after
 taxes and minority interests) resulting from the settlement of
the companys 1990 and 1991 income tax audits. In total,
pre-tax second quarter 2000 restructuring charges and
non-recurring items were $52.0  million



---



-7-



Of PD Minings $5.2 million second quarter 2000
restructuring charge for employee severance related to
curtailments at the Miami and Henderson mines, $2.6 million
in payments had been made as of June 30, 2000.

During the second quarter of 2000 our wire and cable segment
recorded pre-tax restructuring charges and non-recurring items of
 $52.6 million, of which the current liability portion
relating primarily to employee severance and plant removal and
dismantling costs was $5.0  million. As of June 30,
2000, $2.2  million in payments had been made.

On June 30, 1999, we announced a plan to reduce costs and
improve operating performance at all three of our business
segments by (i) curtailing higher-cost copper production by
temporarily closing our Hidalgo smelter in New Mexico and the
smaller of two concentrators at our Morenci mining operations in
Arizona, as well as curtailing production by 50  percent at
our copper refinery in El Paso, Texas; (ii) selling a
non-core South African fluorspar mining unit;
(iii) restructuring certain wire and cable assets to respond
 to changing market conditions; and (iv) suspending
operations at our carbon black plant in the Philippines. These
actions resulted in a total non-recurring, pre-tax charge of
$96.7 million ($65.7 million, $1.07  per share,
after taxes and minority interests) in 1999 and $2.9 million
 ($1.9 million, $0.02 per share, after taxes) in the
2000 second quarter.

Our mining segment had no charges in the 2000 second quarter from
 the June 30, 1999, restructuring plan. The current
liability components of the restructuring plan for the mining
segment related to employee severance, mothballing and take or
pay contracts during the first six months of 2000 were as
follows:




|                      |                       |           |      |              |  |       |      |     |  |  |      |     | 
|--------------------- | --------------------- | --------- | ---- | ------------ |  | ----- | ---- | --- |  |  | ---- | --- | 
|(in millions)         |                       |           |      |              |  |      
|                      |                       |           |      | Mothballing/ |  |      
|                      |                       |           |      | Take or      |  |      
|                      |                       | Employee  |      | Pay          |  |      
|                      |                       | Severance |      | Contracts    |  | Total
|                      |                       |           |      |              |  |      
|Dec. 31, 1999 balance |                       |           | 1.4  |              |  |       | 3.5  |     |  |  | 4.9  |    
|                     
|                     
|                     
|                     
|Payments made         |                       |           | (0.8 | )            |  |       | (0.6 | )   |  |  | (1.4 | )  
|                      |                       |           |      |              |  |       |      |     |  |  |      |    
|                      | June 30, 2000 balance |           |      | 0.6          |  |       |      | 2.9 |  |  |      | 3.5 | 
|                      |                       |           |      |              |  |       |      |     |  |  |      |    



---



| |                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our specialty chemicals segment had no charges in the 2000 second
	 quarter from the June 30, 1999, restructuring plan. The
	current liability components of the restructuring plan for our
	specialty chemicals segment related to employee severance and
	disposal and dismantling costs during the first six months of
	2000 were as follows:



---

|                                    |  |           |      |             |  |       |      |   |  |  |      |  
|----------------------------------- |  | --------- | ---- | ----------- |  | ----- | ---- | - |  |  | ---- | -
|(in millions)                       |  |           |      |             |  |      
|                                    |  |           |      | Disposal    |  |      
|                                    |  | Employee  |      | and         |  |      
|                                    |  | Severance |      | Dismantling |  | Total
|                                    |  |           |      |             |  |      
|Dec. 31, 1999 balance               |  |           | 1.0  |             |  |       | 1.9  |   |  |  | 2.9  |  
|                                   
|                                   
|                                   
|                                   
|Reclassification of the restructure |  |           | (0.6 | )           |  |       | -    |   |  |  | (0.6 | )
|                                   
|                                   
|                                   
|                                   
|Payments made                       |  |           | (0.3 | )           |  |       | (0.3 | ) |  |  | (0.6 | )
|                                    |  |           |      |             |  |       |      |   |  |  |      |  
|June 30, 2000
	balance              |  |           | 0.1  |             |  |       | 1.6  |   |  |  | 1.7  |  
|                                    |  |           |      |             |  |       |      |   |  |  |      |  



---



| |                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our wire and cable segment had non-recurring, pre-tax charges of
	$2.9 million in the 2000 second quarter from the
	June 30, 1999 restructuring plan. The components of the
	restructuring plan related to employee severance and disposal and
	 dismantling



---



-8-

| |                                                           
| | ----------------------------------------------------------
| | costs during the first six months of 2000 were as follows:




|                      |                        |            |      |             |  |       |      |     |  |  |      |     | 
|--------------------- | ---------------------- | ---------- | ---- | ----------- |  | ----- | ---- | --- |  |  | ---- | --- | 
|(in millions)         |                        |            |      |             |  |      
|                      |                        |            |      | Equipment   |  |      
|                      |                        | Employee   |      | Disposal,   |  |      
|                      |                        | Severance  |      | Dismantling |  |      
|                      |                        | &          |      | &           |  |      
|                      |                        | Relocation |      | Relocation  |  | Total
|                      |                        |            |      |             |  |      
|Dec. 31, 1999 balance |                        |            | 3.2  |             |  |       | 1.0  |     |  |  | 4.2  |    
|                     
|                     
|                     
|                     
|Relocation expenses   |                        |            | 1.6  |             |  |       | 3.2  |     |  |  | 4.8  |    
|                     
|                     
|                     
|                     
|Additional severance  |                        |            | 0.3  |             |  |       | -    |     |  |  | 0.3  |    
|                     
|                     
|                     
|                     
|Payments made         |                        |            | (2.7 | )           |  |       | (3.2 | )   |  |  | (5.9 | )  
|                      |                        |            |      |             |  |       |      |     |  |  |      |    
|                      | June 30, 2000
	balance |            |      | 2.4         |  |       |      | 1.0 |  |  |      | 3.4 | 
|                      |                        |            |      |             |  |       |      |     |  |  |      |    



|  |                                                      
|- | -----------------------------------------------------
|* | Relocation costs are charged to expense as
	incurred.



---



|   |                     
|-- | --------------------
|7. | Accounting Standards

In June 1998, the Financial Accounting Standards Board
(FASB) issued SFAS No.  133, Accounting for
Derivative Instruments and Hedging Activities. This
statement requires recognition of all derivatives as either
assets or liabilities on the balance sheet and measurement of
those instruments at fair value. Changes in the fair value of
derivatives are re corded each period in current earnings or
other comprehensive income (loss). Proper accounting for changes
in fair value of derivatives held is dependent on whether the
derivative transaction qualifies as an accounting hedge and on
the classification of the hedge transaction. The statement was
originally required to be adopted on January 1, 2000. Citing
 concerns about companies ability to modify their
information systems and educate their managers in time to apply
SFAS No. 133, the FASB has delayed its effective date for
one year. We will adopt SFAS No. 133 effective
January 1, 2001, and are in the process of evaluating the
effect this statement will have on our financial reporting and
disclosures as well as on our ongoing derivative and hedging
activities.

In the 1999 first quarter, we adopted SoP 98-5,
Reporting on the Costs of Start-Up Activities. The
adoption resulted in a $3.5 million after-tax charge, or
$0.06 per common share, representing the write-off of previously
unamortized start-up costs at our Candelaria mining operation in
Chile and our magnet wire operation in Mexico.

In December 1999, the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin
(SAB) No. 101, Revenue Recognition in Financial
Statements that provides guidance on the recognition,
presentation and disclosure of revenue in financial statements
filed with the SEC. SAB No.  101 outlines the basic
criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition policies.
 Citing the numerous requests from groups requesting additional
time to determine the effect on revenue recognition practices,
the SEC issued SAB No. 101B in June 2000 which
delayed the implementation date of SAB  101 to no later than
 the fourth fiscal quarter of 2000. We are currently awaiting
additional guidance from the SEC on the application of
SAB 101 in order to evaluate the effect this bulletin may
have, if any, on our consolidated financial statements.

The Emerging Issues Task Force (EITF) issued Topic
No. D-88, Planned Major Maintenance Activities
in March 2000. Topic D-88 requires companies to
disclose in their Form 10-Qs for 2000, their accounting
policy for repair and maintenance costs incurred in connection
with planned major maintenance activities. Our policy for repair
and maintenance costs incurred in connection with planned major
maintenance activities is to charge to operations such costs
equally over the twelve months of the year in which the major
maintenance activities are incurred.



|   |                      
|-- | ---------------------
|8. | Environmental Matters

As of December 31, 1999, we had a reserve balance of
$336.1 million for estimated future costs associated with
environmental matters. During the first six months of 2000, net
spending against that reserve totaled $15.1 million. As of
June 30, 2000, the reserve balance was $321.0 million.

The company has received notice of an agreement to perform a
Remedial Investigation/ Feasibility Study (RI/ FS) at a site for
which it may have an indemnity obligation. The cost of the RI/ FS
 is not consid-



---



-9-



The company has contingencies regarding environmental, closure
and other matters. For a further discussion of these
contingencies please see Note 19 to the Consolidated
Financial Statements of the companys 1999 Form 10-K.



|   |            
|-- | -----------
|9. | Asset Sales

On March 30, 2000, we sold Cyprus Australia Coal Company, a
wholly owned subsidiary, to Glencore Coal Australia Pty. Ltd., a
subsidiary of Switzerland-based Glencore International AG, for
US$150 million in cash. We acquired Cyprus Australia Coal
Company as part of our acquisition of Cyprus Amax Minerals
Company on October 16, 1999. Cyprus Australia Coal Company
owned 48  percent of Oakbridge Pty. Ltd. and 50 
percent of the Springvale Mine in Australia.



|    |     
|--- | ----
|10. | Debt

An agreement on a new, unsecured revolving credit facility was
entered into by the company and several lenders on May 10,
2000.

The facility is to be used for general corporate purposes,
primarily as a commercial paper backstop. This facility, which
replaces the June 1997 agreement, permits borrowings of up
to $1 billion until its maturity on May 10, 2005. It allows
for one-year extensions beyond the maturity date under certain
circumstances. Interest is payable at a fluctuating rate based on
 the agent banks base rate or a fixed rate based on the
London Interbank Offered Rate (LIBOR), or at fixed rates offered
independently by the several lenders, for maturities of from one
month to twelve months. This agreement provides for an annual
facility fee of 15 basis points (0.15 percent) on total
commitments. The agreement requires the company to maintain
minimum consolidated tangible net worth of $1.5 billion and
limits indebtedness to 60 percent of total consolidated
capitalization.

REVIEW BY INDEPENDENT ACCOUNTANTS

The financial information as of June 30, 2000, and for the
three-month and six-month periods ended June 30, 2000 and
1999, included in Part I pursuant to Rule 10-01 of
Regulation S-X has been reviewed by PricewaterhouseCoopers
LLP (PricewaterhouseCoopers), the companys independent
accountants, in accordance with standards established by the
American Institute of Certified Public Accountants.
PricewaterhouseCoopers report is included in this quarterly
 report.

PricewaterhouseCoopers does not carry out any significant or
additional audit tests beyond those that would have been
necessary if its report had not been included in this quarterly
report. Accordingly, such report is not a report or
part of a registration statement within the meaning
of Sections 7 and 11 of the Securities Act of 1933 and the
liability provisions of Section 11 of such Act do not apply.



---



-10-



Report of Independent Accountants

To the Board of Directors and Shareholders



We have reviewed the accompanying consolidated balance sheet of
Phelps Dodge Corporation and its subsidiaries as of June 30,
 2000, and the related consolidated statements of operations, for
 each of the three-month and six-month periods ended
June 30, 2000 and 1999, and the consolidated statement of
cash flows for the six-month periods ended June 30, 2000 and
 1999 and consolidated statement of common shareholders
equity for the six month period ended June 30, 2000. This
financial information is the responsibility of the
Corporations management.

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
 regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying
consolidated interim financial information for it to be in
conformity with generally accepted accounting principles.

We previously audited in accordance with generally accepted
auditing standards, the consolidated balance sheet as of
December 31, 1999, and the related consolidated statements
of operations, of cash flows and of common shareholders
equity for the year then ended (not presented herein), and in our
 report dated January 26, 2000, we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying
consolidated balance sheet information as of December 31,
1999, is fairly stated in all material respects in relation to
the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP







---



-11-

Item 2. Managements Discussion and Analysis

The U.S. securities laws provide a safe harbor for
certain forward-looking statements. This quarterly report
contains forward-looking statements that express
expectations of future events or results. All statements based on
 future expectations rather than historical facts are
forward-looking statements that involve a number of risks and
uncertainties, and Phelps Dodge Corporation (the company, which
may be referred to as Phelps Dodge, we, us or ours) cannot give
assurance that such statements will prove to be correct. Please
refer to the Managements Discussion and Analysis sections
of the companys report on Form 10-K for the year ended
 December 31, 1999.

RESULTS OF OPERATIONS

Earnings

The company had consolidated earnings in the 2000 second quarter
of $4.5 million, or 6 cents per common share, before after-tax,
restructuring charges and non-recurring items of $42.3 million,
or 54 cents per share, from the companys restructuring plan
 announced on June 27, 2000, and other non-recurring items
arising during the quarter (see Note 6 to the Consolidated
Financial Information for a description of the restructuring plan
 and the non-recurring items). By comparison, earnings for the
second quarter of 1999 were $1.2 million, or 2 cents per
share, before after-tax restructuring charges of $58.7 million,
or $1.01 per share. After restructuring charges and non-recurring
 items, the 2000 second quarter net loss was $37.8 million, or 48
 cents per share, compared with a 1999 second quarter net loss of
 $57.5 million, or 99 cents per share.

Earnings before restructuring charges and non-recurring items
were higher in the 2000 second quarter than in the corresponding
1999 period principally as a result of higher average copper
prices and increased production from the properties acquired in
the October 16, 1999, Cyprus Amax Minerals Company (Cyprus
Amax) acquisition. These increases were partially offset by
higher copper production costs primarily due to higher electric
power and diesel fuel costs and a production shortfall at El
Abra.

The New York Commodity Exchange (COMEX) spot price per pound of
copper cathode, upon which we base our selling price, averaged
80 cents in the 2000 second quarter, compared with
67 cents, or 19 percent higher, than the corresponding
1999 period. From July 1 to August 8, 2000, the COMEX
price averaged 85 cents per pound, closing at 86 cents
per pound on August 8, 2000.

Any material change in the price we receive for copper, or in our
 unit production costs, has a significant effect on our results.
Our share of current annual production is approximately 2.4
billion pounds of copper. Accordingly, each 1-cent per pound
change in our average annual realized copper price, or in our
average annual unit production costs, causes a variation in
annual operating income before taxes of approximately $24
million.

Depending on market circumstances, we may periodically purchase
or liquidate various copper price protection contracts for a
portion of our expected future mine production to mitigate the
risk of adverse price fluctuations. See Note 4 to the
Consolidated Financial Information for a discussion of such
contracts as of June 30, 2000.

Sales

Sales were $1,112.9 million in the 2000 second quarter, compared
with $691.1 million in the corresponding 1999 period. This
increase principally resulted from the higher average copper and
carbon black prices, combined with higher sales volumes of copper
 and molybdenum.

Business Segments

Results for 2000 and 1999 can be meaningfully compared by
separate reference to our reporting divisions, Phelps Dodge
Mining Company and Phelps Dodge Industries. Phelps Dodge Mining
Company is a business segment that includes our worldwide copper
operations from mining through rod production, marketing and
sales; molybdenum operations from mining through manufacturing,
marketing and sales; other mining operations and investments; and
 worldwide mineral exploration and development programs. Phelps
Dodge Industries includes our specialty chemicals segment and our
 wire and cable segment.



---



-12-

RESULTS OF PHELPS DODGE MINING COMPANY

Phelps Dodge Mining Company (PD Mining) is an international
business comprising a group of companies involved in vertically
integrated copper operations including mining, concentrating,
electrowinning, smelting, refining, rod production, marketing and
 sales, and related activities. Copper is sold primarily to
others as rod, cathode or concentrates, and as rod to our wire
and cable segment. PD Mining, at times, smelts and refines copper
 and produces copper rod for others on a toll basis. PD Mining
also is an integrated producer of molybdenum, with mining,
roasting and processing facilities producing molybdenum
concentrate as well as metallurgical and chemical products. PD
Mining also produces gold, silver, molybdenum and copper
chemicals as by-products, and sulfuric acid from our air quality
control facilities. This business segment also includes our
worldwide mineral exploration programs.

|                                                            |                                                   |                |       |       |  |  |       |       | 
|----------------------------------------------------------- | ------------------------------------------------- | -------------- | ----- | ----- |  |  | ----- | ----- | 
|                                                           
|                                                           
|                                                            |                                                   |               
|                                                            |                                                   | Second Quarter
|                                                            |                                                   |               
|                                                            |                                                   | 2000           |       | 1999 
|                                                            |                                                   |                |       |      
|Copper production (thousand short tons):                    |                                                   |                |       |       |  |  |       |      
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Total production                                  |                |       | 367.4 |  |  |       | 240.2 | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Less minority participants shares(A)             |                |       | 64.9  |  |  |       | 41.5  | 
|                                                            |                                                   |                |       |       |  |  |       |      
|                                                            | Net Phelps Dodge share                            |                |       | 302.5 |  |  |       | 198.7 | 
|                                                            |                                                   |                |       |       |  |  |       |      
|Copper sales (thousand short tons):                         |                                                   |                |       |       |  |  |       |      
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Net Phelps Dodge share from own mines             |                |       | 307.8 |  |  |       | 189.4 | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Purchased copper                                  |                |       | 106.8 |  |  |       | 73.3  | 
|                                                            |                                                   |                |       |       |  |  |       |      
|                                                            | Total copper sales                                |                |       | 414.6 |  |  |       | 262.7 | 
|                                                            |                                                   |                |       |       |  |  |       |      
|New York Commodity Exchange                                 |                                                   |                |       |       |  |  |       |      
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Average spot price per pound - copper cathodes    |                | $     | 0.80  |  |  |       | 0.67  | 
|                                                           
|                                                           
|                                                           
|                                                           
|Molybdenum production (million pounds)                      |                                                   |                | 12.5  |       |  |  | 0.2   |      
|                                                           
|                                                           
|                                                           
|                                                           
|Molybdenum sales (million pounds)                           |                                                   |                | 15.5  |       |  |  | 0.2   |      
|                                                           
|Metals Week                                                 |                                                   |                |       |       |  |  |       |      
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Average dealer oxide price per pound - molybdenum |                | $     | 2.62  |  |  |       | 2.64  | 
|                                                            |                                                   | (in  millions)
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|Sales and other operating revenues - unaffiliated customers |                                                   | $              | 753.9 |       |  |  | 351.3 |      
|                                                           
|                                                           
|                                                           
|                                                           
|Operating income (loss)(B)(C)                               |                                                   | $              | 38.1  |       |  |  | (33.1 | )    

|                                                            |                                                   |                  |         |       |  |  |       |       | 
|----------------------------------------------------------- | ------------------------------------------------- | ---------------- | ------- | ----- |  |  | ----- | ----- | 
|                                                            |                                                   |                 
|                                                            |                                                   | First Six Months
|                                                            |                                                   |                 
|                                                            |                                                   | 2000             |         | 1999 
|                                                            |                                                   |                  |         |      
|Copper production (thousand short tons):                    |                                                   |                  |         |       |  |  |       |      
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Total production                                  |                  |         | 739.2 |  |  |       | 492.8 | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Less minority participants shares(A)             |                  |         | 132.3 |  |  |       | 84.8  | 
|                                                            |                                                   |                  |         |       |  |  |       |      
|                                                            | Net Phelps Dodge share                            |                  |         | 606.9 |  |  |       | 408.0 | 
|                                                            |                                                   |                  |         |       |  |  |       |      
|Copper sales (thousand short tons):                         |                                                   |                  |         |       |  |  |       |      
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Net Phelps Dodge share from own mines             |                  |         | 623.2 |  |  |       | 402.3 | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Purchased copper                                  |                  |         | 205.8 |  |  |       | 134.3 | 
|                                                            |                                                   |                  |         |       |  |  |       |      
|                                                            | Total copper sales                                |                  |         | 829.0 |  |  |       | 536.6 | 
|                                                            |                                                   |                  |         |       |  |  |       |      
|New York Commodity Exchange                                 |                                                   |                  |         |       |  |  |       |      
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Average spot price per pound - copper cathodes    |                  | $       | 0.81  |  |  |       | 0.65  | 
|                                                           
|                                                           
|                                                           
|                                                           
|Molybdenum production (million pounds)                      |                                                   |                  | 25.2    |       |  |  | 0.4   |      
|                                                           
|                                                           
|                                                           
|                                                           
|Molybdenum sales (million pounds)                           |                                                   |                  | 31.9    |       |  |  | 0.4   |      
|Metals Week                                                 |                                                   |                  |         |       |  |  |       |      
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Average dealer oxide price per pound - molybdenum |                  | $       | 2.57  |  |  |       | 2.67  | 
|                                                            |                                                   | (in millions)   
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|Sales and other operating revenues - unaffiliated customers |                                                   | $                | 1,507.3 |       |  |  | 695.4 |      
|                                                           
|                                                           
|                                                           
|                                                           
|Operating income (loss)(B)(C)                               |                                                   | $                | 106.4   |       |  |  | (28.0 | )    




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A) | Minority participant interests include (i) a
	15 percent undivided interest in the Morenci, Arizona,
	copper mining complex held by Sumitomo Metal Mining Arizona,
	Inc., (ii) a one-third partnership interest in Chino Mines
	Company in New Mexico held by Heisei Minerals Corporation,
	(iii) a 20 percent interest in Candelaria in Chile held
	 by SMMA Candelaria, Inc., a jointly owned indirect subsidiary of
	 Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation, and
	(iv) a 49 percent interest in the El Abra copper mining
	 operation in Chile held by Corporacion Nacional del Cobre de
	Chile (Codelco).



|    |                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(B) | Includes pre-tax charges of $5.2 million for costs
	 associated with the June 30, 2000, restructuring plans (see
	 Note 6 to the Consolidated Financial Information).



|    |                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(C) | Includes pre-tax charges of $34.5 million for
	costs associated with the June  30, 1999, restructuring
	plans (see Note 6 to the Consolidated Financial
	Information).




PD Mining - Sales

PD Mining sales and other operating revenues to unaffiliated
customers increased by $402.6 million, or 115 percent, in
the 2000 second quarter compared with the corresponding 1999
period. This variance reflected the effect of increased copper
sales volumes (approximately $206 million) primarily resulting
from the acquisition of Cyprus Amax, increased average selling
price for copper (approximately $108 million), an increase in
molybdenum sales revenue as a result of the properties acquired
as part of Cyprus Amax



---



-13-



PD Mining - Operating Income

PD Mining reported operating income of $43.3 million in the 2000
second quarter before non-recurring, pre-tax restructuring
charges of $5.2 million (see Note 6 to the Consolidated
Financial Information). This compares with operating income of
$1.4 million in the corresponding 1999 period before
non-recurring, pre-tax restructuring charges of $34.5 million
(see Note 6 to the Consolidated Financial Information). This
increase primarily reflected the higher average copper price for
sales of PD-mined copper (approximately $49 million) and higher
sales volumes of PD-mined copper (approximately $16 million).
These increases were partially offset by higher copper production
 costs (approximately $25 million) and losses from molybdenum
operations (approximately $5 million). Higher 2000 copper
production costs when compared with the second quarter of 1999
primarily were due to higher diesel fuel and power costs, higher
depreciation expenses and the impact of higher cost production
from the properties acquired from Cyprus Amax.

The higher costs for power and petroleum products increased our
second quarter 2000 mining operating costs by approximately $11
million, relative to the first quarter of 2000.

PD Mining - Other Matters

On May 8, 2000, we announced the curtailment of molybdenum
production at our Henderson mine in Colorado. This curtailment
will reduce molybdenum production by approximately 5 million
pounds annually and result in a workforce reduction of
approximately 130 workers. The severance related costs associated
 with the curtailment resulted in a non-recurring, pre-tax
restructuring charge of $4.3 million ($2.7 million or 3 cents per
 share after taxes).

On June 27, 2000, we announced the curtailment of operations
 at our Miami mine in Arizona. The curtailment will result in a
reduction in the workforce of approximately 65 positions. The
severance related costs associated with the curtailment resulted
in a non-recurring, pre-tax restructuring charge of $0.9 million
($0.6 million or 1 cent per share after taxes).

RESULTS OF PHELPS DODGE INDUSTRIES

Phelps Dodge Industries (PD Industries), our manufacturing
division, produces engineered products principally for the global
 energy, telecommunications, transportation and specialty
chemicals sectors. Its operations are characterized by products
with significant market share, internationally competitive cost
and quality, and specialized engineering capabilities. The
manufacturing division includes our specialty chemicals segment
and our wire and cable segment. Our specialty chemicals segment
includes Columbian Chemicals Company and its subsidiaries
(Columbian Chemicals or Columbian). Our wire and cable segment
consists of three worldwide product line businesses including
magnet wire, energy and telecommunications cables, and specialty
conductors.

|                                                             |                        |                |       |       |   |  |       |       |  
|------------------------------------------------------------ | ---------------------- | -------------- | ----- | ----- | - |  | ----- | ----- | -
|                                                            
|                                                            
|                                                             |                        |               
|                                                             |                        | Second Quarter
|                                                             |                        |               
|                                                             |                        | 2000           |       | 1999 
|                                                             |                        |                |       |      
|                                                             |                        |               
|                                                             |                        | (in millions) 
|                                                            
|                                                            
|                                                            
|                                                            
|Sales and other operating revenues - unaffiliated customers: |                        |                |       |       |   |  |       |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Specialty chemicals    |                | $     | 150.1 |   |  |       | 134.9 |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Wire and cable         |                |       | 208.9 |   |  |       | 204.9 |  
|                                                             |                        |                |       |       |   |  |       |      
|                                                             |                        | $              | 359.0 |       |   |  | 339.8 |      
|                                                             |                        |                |       |       |   |  |       |      
|Operating income (loss):                                     |                        |                |       |       |   |  |       |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Specialty chemicals(A) |                | $     | 26.4  |   |  |       | 10.3  |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Wire and cable(B)(D)   |                |       | (37.9 | ) |  |       | (20.2 | )
|                                                             |                        |                |       |       |   |  |       |      
|                                                             |                        | $              | (11.5 | )     |   |  | (9.9  | )    
|                                                             |                        |                |       |       |   |  |       |      

|                                                             |                         |               |       |       |   |  |       |       |  
|------------------------------------------------------------ | ----------------------- | ------------- | ----- | ----- | - |  | ----- | ----- | -
|                                                             |                         |              
|                                                             |                         | First Six    
|                                                             |                         | Months       
|                                                             |                         |              
|                                                             |                         | 2000          |       | 1999 
|                                                             |                         |               |       |      
|                                                             |                         |              
|                                                             |                         | (in millions)
|                                                            
|                                                            
|                                                            
|                                                            
|Sales and other operating revenues - unaffiliated customers: |                         |               |       |       |   |  |       |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Specialty chemicals     |               | $     | 305.0 |   |  |       | 265.9 |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Wire and cable          |               |       | 420.3 |   |  |       | 392.9 |  
|                                                             |                         |               |       |       |   |  |       |      
|                                                             |                         | $             | 725.3 |       |   |  | 658.8 |      
|                                                             |                         |               |       |       |   |  |       |      
|Operating income (loss):                                     |                         |               |       |       |   |  |       |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Specialty chemicals(A)  |               | $     | 51.1  |   |  |       | 40.8  |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Wire and cable(B)(C)(D) |               |       | (35.7 | ) |  |       | (15.9 | )
|                                                             |                         |               |       |       |   |  |       |      
|                                                             |                         | $             | 15.4  |       |   |  | 24.9  |      
|                                                             |                         |               |       |       |   |  |       |      




|    |                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A) | Includes a pre-tax charge of $19.9 million in the
	1999 second quarter for costs associated with the suspension of
	operations at a carbon black facility in the Philippines (see
	Note 6 to the Consolidated Financial Information).



|    |                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(B) | Includes pre-tax charges of $45.4 million for
	costs associated with the June  27, 2000, and June 30,
	1999, restructuring plans (see Note 6 to the Consolidated
	Financial Information).



|    |                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(C) | Includes a pre-tax charge of $2.1 million in the
	2000 first quarter for costs associated with the June 30,
	1999, restructuring plan.                                                                           
|   
|(D) | Includes a pre-tax charge of $28.4 million in the
	1999 second quarter for costs associated with the restructuring
	of certain wire and cable operations (see Note 6 to the
	Consolidated Financial Information).






---



-14-

PD Industries - Sales

PD Industries reported sales to unaffiliated customers of $359.0
million in the 2000 second quarter, compared with $339.8 million
in the corresponding 1999 period. The increase reflected higher
sales both in the specialty chemicals and wire and cable
segments. An 11 percent specialty chemicals sales increase
principally reflected higher average selling prices following an
increase in feedstock costs. A 2 percent increase in wire
and cable sales was primarily a result of higher copper prices
and higher sales volumes to the aerospace and geophysical
markets.

PD Industries - Operating Income

PD Industries reported 2000 second quarter operating income of
$33.9 million before non-recurring, pre-tax charges of $45.4
million for costs associated with the June 27, 2000 and
June 30, 1999 restructuring plans. Operating income in the
1999 second quarter was $38.4 million before non-recurring
pre-tax charges of $48.3 million for costs relating to the June
30, 1999 restructuring plan. The decrease from the 1999 second
quarter was principally due to the effect of higher feedstock
costs at our specialty chemicals segment as a result of increased
 petroleum prices.

OTHER MATTERS RELATING TO THE STATEMENT OF CONSOLIDATED
OPERATIONS

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization expense was $119.1
million in the 2000 second quarter, compared with $71.1 million
in the corresponding 1999 period. The 2000 depreciation expense
includes depreciation at the recently acquired Cyprus Amax
properties.

Selling and General Administrative Expense

Selling and general administrative expense was $34.8 million in
the 2000 second quarter, compared with $25.3 million in the
corresponding 1999 period. The increase is primarily related to
the addition of administrative functions to support the recently
acquired Cyprus Amax properties and the inclusion of molybdenum
selling expenses from the Cyprus Amax properties. (Also, see Note
 3 to the Consolidated Financial Information for a brief
discussion of a reclassification of certain 1999 expenses.)

Exploration and Research and Development Expense

Our 2000 second quarter exploration and research expense was
$14.4 million, an increase of $2.1 million from that in the 1999
second quarter. The increase is a result of higher exploration
spending in Brazil, primarily on the Sossego copper project.

Interest Expense

Net interest expense was $53.1 million in the 2000 second quarter
 compared with $24.0 million in the 1999 second quarter. The
increase primarily reflected the assumption of Cyprus Amaxs
 debt.

Miscellaneous Income and Expense, Net

Miscellaneous income and expense, net, increased by $4.0 million
in the 2000 second quarter compared with the corresponding 1999
period. This change principally reflected interest income of $5.9
 million on income tax refunds, higher interest income ($1.3
million), and higher currency exchange gains ($2.0 million),
offset by the impairment of our investment in PD Philippines
($7.2 million).

Provision for Taxes on Income

The effective tax benefit rate of 14 percent for the
three-month period ended June 30, 2000, varies from the
customary effective tax rate of 37 percent as a result of
certain non-recurring charges in foreign jurisdictions that did
not generate tax benefits, partially offset by the receipt of a
$6.5 million tax refund resulting from 1990 and 1991 federal
income tax audits.

Equity Earnings

Equity in net earnings of affiliated companies increased by $1.4
million primarily due to the 2000 second quarter gain on the sale
 of land by an equity-basis wire and cable operation.

CHANGES IN FINANCIAL CONDITION

Debt

At June 30, 2000, our total debt was $2,697.6 million,
compared with $2,755.0 million at year-end 1999. The $57.4
million decrease principally reflected the use of proceeds from
the sale of the companys wholly owned subsidiary, Cyprus
Australia Coal Company, for $150 million (please refer to
Note 9 to the Consolidated Financial Information). Our ratio
 of debt to total capitalization was 45.6 percent at
June 30, 2000, compared with 45.0 percent at
December 31, 1999.



---



-15-

An agreement on a new, unsecured revolving credit facility was
entered into by the company and several lenders on May 10,
2000. For a discussion of this agreement, please see Note 10
 to the Consolidated Financial Information.

Capital Expenditures and Investments

Capital expenditures and investments during the first six months
of 2000 were $114.6 million for PD Mining,
$46.1 million for PD Industries, including
$19.0 million for the purchase of the remaining
40 percent minority interest in our Hungarian carbon black
facility, and $3.9 million for Corporate and other. Capital
expenditures and investments in the corresponding 1999 period
were $37.9 million for PD Mining and
$100.5 million for PD Industries, including
$76.1 million for the acquisition of an 85 percent
interest in the Korean carbon black manufacturing business of
Korea Kumho Petrochemical Co. Ltd. The company expects
capital expenditures and investments for the year 2000 to be
approximately $336 million for PD Mining, including
$133 million for the companys share of the Morenci
mine-for-leach project, and approximately $100 million for
PD Industries.

Dividends

On June 10, 2000, we paid a regular quarterly dividend of 50
 cents per share on our common shares for the 2000 second
quarter; the total amount paid was $39.4 million. On
June 21, 2000, the Board of Directors declared a regular
dividend in the 2000 third quarter of 50 cents per common share.
The dividend is to be paid on September 8, 2000, to
shareholders of record at the close of business on
August 18, 2000.

Share Purchases

This year through August 8, we have not purchased any of our
 shares under our May 7, 1997, share purchase authorization.
 Under that program, 1.7 million shares remain authorized for
purchase. There were 78.7 million common shares outstanding at
June 30, 2000.

Other Matters

For a discussion of costs incurred associated with merging Cyprus
 Amaxs operations into our operations, please refer to
Note 5 of the Consolidated Financial Information. For a
discussion of the status of the current liability components of
the 1999 restructuring charges, please refer to Note 6 of
the Consolidated Financial Information. For a discussion of new
accounting standards, please refer to Note 7 of the
Consolidated Financial Information.

Part II.  Other Information

Item 1.  Legal Proceedings

Reference is made to Paragraph III of Item 3. Legal Proceedings of the Corporations
 Form 10-K for the year ended December 31, 1999,
regarding the following matter:

In February 1999, the Connecticut Department of
Environmental Protection advised the company of its intent to
file suit regarding purported violations of the state air
emissions limitations associated with the Phelps Dodge Norwich
rod mill in Norwich, Connecticut. Since that time, the company
initiated several measures to address the Departments
concerns and continued efforts to resolve these issues with the
Department. Through these efforts, the company believes it has
satisfied the Department concerning future operations, although
the company is pursuing clarification of certain conditions
contained in its permits. Also, although no complaint has yet
been filed, the company has been advised that the Office of the
Attorney General intends to pursue a complaint regarding alleged
past air and waste noncompliance.

Item 4.  Submission of Matters to a Vote of Security
 Holders

Our annual meeting was held on May 3, 2000. A total of
66,848,465 common shares, or about 84.91 percent of our
issued and outstanding common shares, were represented at the
meeting. Set forth below is a description of the matters
voted upon at the meeting and a summary of the voting regarding
each matter:

|                       |                 |     |  |            |  |  |         |  |  |  |  |  | 
|---------------------- | --------------- | --- |  | ---------- |  |  | ------- |  |  |  |  |  | 
|                       |                 |     |  |            |  | 
|                       |                 |     |  |           
|                       |                 | For |  | Withheld  
|                       |                 |     |  |           
|Election of Directors: |                 |     |  |            |  |  |         |  |  |  |  | 
|                      
|                      
|                      
|                      
|                       | Robert N. Burt  |     |  | 66,487,580 |  |  | 360,885
|                      
|                      
|                      
|                      
|                       | Robert D. Krebs |     |  | 66,496,455 |  |  | 352,010

|                        |  |     |            |         |  |         |        |  |  |  |         | 
|----------------------- |  | --- | ---------- | ------- |  | ------- | ------ |  |  |  | ------- | 
|                        |  | For |            | Against |  | Abstain
|                        |  |     |            |         |  |        
|Appointment of Auditors |  |     | 66,600,287 |         |  |         | 55,951 |  |  |  | 192,227 | 

There were no broker non-votes included in the results of the
election of directors listed above, or in the appointment of
auditors.

Item 6.  Exhibits and Reports on Form 8-K



| |     |                                                                                       
| | --- | --------------------------------------------------------------------------------------
| | (a) | Any exhibits required to be filed by the company are listed in
	the Index to Exhibits.
|
| | (b) | No reports on Form 8-K were filed by us during the quarter
	ended June 30, 2000.      



---



-16-

Signatures

Pursuant to the requirements of the Securities Exchange Act of
1934, the Corporation has duly caused this report to be signed on
 its behalf by the undersigned thereunto duly authorized.

PHELPS DODGE CORPORATION



Date:  August 14, 2000  By:  Stanton K.
Rideout 

                             Stanton
 K. Rideout 

                         Vice
 President and 

                         Controller
 

                         (Principal
 Accounting 

                         Officer)

Index to Exhibits

|      |  |                                                                                                                                     
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------
|3.2   |  | Bylaws of the Corporation, as amended, effective July 1,
	2000 (SEC File No. 1-82).                                                 
|10.9  |  | Third amendment to the Phelps Dodge Corporation Supplemental
	Retirement Plan, effective as of January 1, 2000
	(SEC File No. 1-82).
|10.10 |  | Second amendment to the Phelps Dodge Corporation Supplemental
	Savings Plan, effective as of January 1, 2000 (SEC File
	No. 1-82).  
|10.11 |  | First amendment to the Phelps Dodge Corporation Directors Stock
	Unit Plan, effective as of January 1, 2001 (SEC File 
	No. 1-82).  
|10.12 |  | First amendment to the Phelps Dodge 1998 Stock Option and
	Restricted Stock Plan, effective as of May 4, 2000 (SEC File
	 No. 1-82).
|12    |  | Computation of ratios of total debt to total capitalization.                                                                        
|15    |  | Letter from PricewaterhouseCoopers LLP with respect to unaudited
	interim financial information.                                    
|27    |  | Financial Data Schedule