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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                       For the quarter ended June 30, 1999

                           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. Yes [X]  No [ ].

Number of Common Shares outstanding at August 11, 1999:  57,994,102 shares.

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<PAGE>
                                      - i -

                            PHELPS DODGE CORPORATION

                          Quarterly Report on Form 10-Q

                       For the Quarter Ended June 30, 1999


                                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
         Consolidated Statement of Common Shareholders' Equity ...  4
         Financial Data by Business Segment ......................  5
         Notes to Consolidated Financial Information .............  6
         Review by Independent Accountants .......................  8
         Report of Independent Accountants on Review of
          Interim Financial Information ..........................  9

 Item 2. Management's Discussion and Analysis
         Results of Operations ................................... 10
         Results of Phelps Dodge Mining Company .................. 11
         Results of Phelps Dodge Industries ...................... 12
         Other Matters Relating to the Statement of
          Consolidated Operations ................................ 13
         Changes in Financial Condition .......................... 15

Part II. Other Information

 Item 1. Legal Proceedings ....................................... 15

 Item 4. Submission of Matters to a Vote of Security Holders ..... 16

 Item 6. Exhibits and Reports on Form 8-K ........................ 16

Signatures ....................................................... 16

Index to Exhibits ................................................ 16
<PAGE>
                                      -1-

                    PHELPS DODGE CORPORATION AND SUBSIDIARIES
                          Part I. Financial Information

<TABLE>
<CAPTION>
Item 1. Financial Statements                                  Second Quarter         First Six Months
                                                           --------------------    --------------------
                                                             1999         1998       1999        1998
                                                             ----         ----       ----        ----
<S>                                                        <C>          <C>        <C>          <C>
STATEMENT OF CONSOLIDATED OPERATIONS
(Unaudited; in millions except per share data)

SALES AND OTHER OPERATING REVENUES ....................    $ 691.1        794.4     1,354.2      1,592.7
                                                           -------      -------    --------     --------
OPERATING COSTS AND EXPENSES
    Cost of products sold .............................      549.1        605.7     1,073.2      1,196.1
    Depreciation, depletion and amortization ..........       71.1         71.0       144.3        144.5
    Selling and general administrative expense ........       30.4         30.4        59.8         64.2
    Exploration and research expense ..................       12.3         13.4        21.1         26.3
    Non-recurring charges and provision for
      asset disposition (see Notes 4 and 5) ...........       83.0          0.1        83.0       (186.1)
                                                           -------      -------    --------     --------
                                                             745.9        720.6     1,381.4      1,245.0
                                                           -------      -------    --------     --------
OPERATING INCOME (LOSS) ...............................      (54.8)        73.8       (27.2)       347.7
    Interest expense ..................................      (24.0)       (22.9)      (48.1)       (44.6)
    Capitalized interest ..............................         --          0.7         0.1          1.2
    Miscellaneous income and expense, net .............        1.0         16.0        (6.4)        22.3
                                                           -------      -------    --------     --------
INCOME (LOSS) BEFORE TAXES, MINORITY INTERESTS,
 EQUITY IN NET EARNINGS OF AFFILIATED COMPANIES
 AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE ...........      (77.8)        67.6       (81.6)       326.6
    Provision for taxes on income .....................       20.1        (25.6)       18.7       (119.5)
    Minority interests in consolidated subsidiaries ...        0.9         (1.4)        0.5         (3.8)
    Equity in net earnings of affiliated companies ....       (0.7)        (0.2)        5.4          0.8
                                                           -------      -------    --------     --------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE ...................................      (57.5)        40.4       (57.0)       204.1

    Cumulative effect of accounting change
      (see Note 6).....................................         --           --        (3.5)          --
                                                           -------      -------    --------     --------

NET INCOME (LOSS) .....................................    $ (57.5)        40.4       (60.5)       204.1
                                                           =======      =======    ========     ========

AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC ..........       57.8         58.5        57.8         58.4

BASIC EARNINGS (LOSS) PER SHARE BEFORE
 CUMULATIVE EFFECT OF ACCOUNTING CHANGE ...............    $ (0.99)        0.69       (0.98)        3.49
    Cumulative effect of accounting change (see Note 6)         --           --       (0.06)          --
                                                           -------      -------    --------     --------
BASIC EARNINGS (LOSS) PER SHARE .......................    $ (0.99)        0.69       (1.04)        3.49
                                                           ========     =======    ========     ========

AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED ........       57.8         58.7        57.8         58.7

DILUTED EARNINGS (LOSS) PER SHARE BEFORE CUMULATIVE
 EFFECT OF ACCOUNTING CHANGE ..........................    $ (0.99)        0.69       (0.98)        3.48
 Cumulative effect of accounting change (see Note 6) ..         --           --       (0.06)          --
                                                           -------      -------    --------     --------

DILUTED EARNINGS (LOSS) PER SHARE .....................    $ (0.99)        0.69       (1.04)        3.48
                                                           ========     =======     =======     ========
</TABLE>

See Notes to Consolidated Financial Information.
<PAGE>
                                      -2-
CONSOLIDATED BALANCE SHEET
(Unaudited; in millions)

<TABLE>
<CAPTION>
                                                         June 30,   December 31,
                                                          1999         1998
                                                          ----         ----
<S>                                                     <C>          <C>
Assets
  Cash and cash equivalents ........................... $   143.9       221.7
  Accounts receivable, net ............................     395.5       321.1
  Inventories .........................................     263.5       266.0
  Supplies ............................................     104.5       110.9
  Prepaid expenses ....................................      14.9        16.5
  Deferred income taxes ...............................      44.7        43.8
                                                        ---------    --------

     Current assets ...................................     967.0       980.0
  Investments and long-term accounts receivable .......      94.3        85.6
  Property, plant and equipment, net ..................   3,501.1     3,587.2
  Other assets and deferred charges ...................     339.1       383.7
                                                        ---------    --------
                                                        $ 4,901.5     5,036.5
                                                        =========    ========
Liabilities
  Short-term debt ..................................... $   214.1       116.1
  Current portion of long-term debt ...................      61.9        68.5
  Accounts payable and accrued expenses ...............     455.7       451.3
  Dividends payable (see Note 8) ......................      29.0          --
  Accrued income taxes ................................      10.8        15.2
                                                        ---------    --------

     Current liabilities ..............................     771.5       651.1
  Long-term debt ......................................     801.7       836.4
  Deferred income taxes ...............................     492.8       508.6
  Other liabilities and deferred credits ..............     375.9       359.7
                                                        ---------    --------
                                                          2,441.9     2,355.8
                                                        ---------    --------

Minority interests in consolidated subsidiaries .......      86.2        93.3
                                                        ---------    --------
Common shareholders' equity
  Common shares, 58.0 outstanding (12/31/98 - 57.9)....     362.4       362.1
  Capital in excess of par value ......................       4.6         1.8
  Retained earnings ...................................   2,197.6     2,345.0
  Accumulated other comprehensive income (loss) .......    (183.3)     (113.9)
  Other ...............................................      (7.9)       (7.6)
                                                        ---------    --------
                                                          2,373.4     2,587.4
                                                        ---------    --------
                                                        $ 4,901.5     5,036.5
                                                        =========    ========
</TABLE>
See Notes to Consolidated Financial Information.
<PAGE>
                                      -3-

CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited; in millions)
<TABLE>
<CAPTION>
                                                       Six months ended June 30,
                                                       -------------------------
                                                         1999             1998
                                                       --------         -------
<S>                                                    <C>               <C>
OPERATING ACTIVITIES
Net income (loss) .................................... $  (60.5)          204.1
Adjustments to reconcile net income (loss) to
 net cash provided by operating activities:
  Depreciation, depletion and amortization ...........    144.3           144.5
  Deferred income taxes ..............................     (8.8)           21.6
  Equity earnings (loss) net of dividends received ...     (5.4)            0.4
Changes in current assets and liabilities:
  (Increase) decrease in accounts receivable .........    (88.0)          (32.0)
  (Increase) decrease in inventories .................     (5.2)          (17.8)
  (Increase) decrease in supplies ....................      3.7            (4.1)
  (Increase) decrease in prepaid expenses ............      1.1            (5.9)
  (Increase) decrease in deferred income taxes .......     (0.9)            1.1
  Increase (decrease) in interest payable ............     (1.7)            3.2
  Increase (decrease) in other accounts payable ......    (17.4)          (50.6)
  Increase (decrease) in accrued income taxes ........     (4.1)           48.8
  Increase (decrease) in other accrued expenses ......     (2.3)           (4.9)
Asset dispositions and non-recurring charges
  (see Notes 4 and 5) ................................     84.7          (186.1)
Other adjustments, net ...............................      6.5           (13.1)
                                                       --------         -------

   Net cash provided by operating activities .........     46.0           109.2
                                                       --------         -------
INVESTING ACTIVITIES
Capital outlays ......................................    (64.5)         (179.8)
Capitalized interest .................................     (0.1)           (1.2)
Investment in subsidiaries ...........................    (75.3)         (129.6)
Proceeds from asset dispositions and other,
net (see Notes 4 and 5) ..............................      6.4           452.0
                                                       --------         -------
   Net cash provided by (used in)
     investing activities.............................   (133.5)          141.4
                                                       --------         -------
FINANCING ACTIVITIES
Increase in debt .....................................    110.0            19.1
Payment of debt ......................................    (41.4)          (33.9)
Common dividends .....................................    (58.0)          (58.9)
Other, net ...........................................     (0.9)            1.2
                                                       --------         -------
   Net cash provided by (used in)
     financing activities.............................      9.7           (72.5)
                                                       --------         -------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .....    (77.8)          178.1
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .....    221.7           157.9
                                                       --------         -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ........... $  143.9           336.0
                                                       ========         =======
</TABLE>
See Notes to Consolidated Financial Information.
<PAGE>
                                      -4-

CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS' EQUITY
(Unaudited; in millions)

<TABLE>
<CAPTION>
                                            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
                                         ---------   -----   ---------   --------   -------------    -----      ------
<S>                                       <C>       <C>        <C>       <C>          <C>           <C>         <C>
Balance at December 31, 1998 ............  57.9     $362.1     $ 1.8     $2,345.0     $ (113.9)     $ (7.6)     $2,587.4
 Stock options exercised ...............    0.1        0.2       0.8           --                                    1.0
 Restricted shares issued, net .........     --        0.1       1.1           --                     (0.3)          0.9
 Other investment adjustments ..........                --       0.9           --                                    0.9
 Dividends on common shares ............                                    (86.9)                                 (86.9)
 Comprehensive income (loss):
  Net income (loss) ....................                                    (60.5)                                 (60.5)
  Other comprehensive income (loss),
    net of tax:
     Reclassification adjustment * .....                                                  11.8                      11.8
     Translation adjustment ............                                                 (81.2)                    (81.2)
                                                                                        ------                  --------
     Other comprehensive income (loss)..                                                 (69.4)                    (69.4)
                                                                                        ------                  --------
  Comprehensive income (loss) ..........                                                                          (129.9)
                                           ----     ------     -----     --------     --------      ------      --------
BALANCE AT JUNE 30, 1999 ...............   58.0     $362.4     $ 4.6     $2,197.6     $ (183.3)     $ (7.9)     $2,373.4
                                           ====     ======     =====     ========     ========      ======      ========
</TABLE>

DISCLOSURE OF RECLASSIFICATION AMOUNT:

*  The 1999  reclassification  adjustment represents the write-off of cumulative
   translation adjustments as a result of the sale of PD Mining Ltd.

See Notes to Consolidated Financial Information.
<PAGE>
                                      -5-


FINANCIAL DATA BY BUSINESS SEGMENT
(Unaudited; in millions)
<TABLE>
<CAPTION>
                                                          PD Industries
                                      Phelps  ------------------------------------
                                      Dodge   Specialty   Wire &   Other *          Segment     Corp.   Reconciling
                                      Mining  Chemicals   Cable   Segments   Total  Subtotal   & Other     Elims.    Totals
----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>       <C>      <C>     <C>       <C>       <C>        <C>       <C>
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)    (11.4)     (0.4)     (54.8)
 Assets at June 30 ................  3,158.7    756.5     815.9      --    1,572.4   4,731.1   1,065.4    (895.0)   4,901.5
----------------------------------------------------------------------------------------------------------------------------

Second Quarter 1998
Sales & other operating revenues:
     Unaffiliated customers ....... $  440.4    109.0     245.0      --      354.0     794.4        --        --      794.4
     Intersegment .................     67.2       --       0.7      --        0.7      67.9        --     (67.9)        --
 Gain on asset disposition ........       --       --        --    (0.1)      (0.1)     (0.1)       --        --       (0.1)
 Operating income (loss) ..........     34.4     21.8      24.7    (0.1)      46.4      80.8      (5.0)     (2.0)      73.8
 Assets at June 30 ................  3,255.9    487.1     929.1      --    1,416.2   4,672.1     593.0    (204.1)   5,061.0
----------------------------------------------------------------------------------------------------------------------------

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)    (22.9)     (1.2)     (27.2)
  Assets at June 30 ...............  3,158.7    756.5     815.9      --    1,572.4   4,731.1   1,065.4    (895.0)   4,901.5
----------------------------------------------------------------------------------------------------------------------------

First Six Months 1998
Sales & other operating revenues:
   Unaffiliated customers ......... $  881.6    222.3     488.8      --      711.1   1,592.7        --        --    1,592.7
   Intersegment ...................    133.3       --       1.4      --        1.4     134.7        --    (134.7)        --
 Gain on asset disposition ........       --       --        --   186.1      186.1     186.1        --        --      186.1
 Operating income (loss) ..........     92.0     43.6      49.2   186.1      278.9     370.9     (21.2)     (2.0)     347.7
 Assets at June 30 ................  3,255.9    487.1     929.1      --    1,416.2   4,672.1     593.0    (204.1)   5,061.0
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*  Other segments include Accuride  Corporation which was sold effective January
   1, 1998. (See Note 5 for a further discussion of this sale.)
<PAGE>
                                      -6-

NOTES TO CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)

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, 1998. This
     information reflects all adjustments that are, in the opinion of
     management, necessary to a fair statement of the results for the interim
     periods reported.

2.   The results of operations for the three-month and six-month periods ended
     June 30, 1999, are not necessarily indicative of the results to be expected
     for the full year.

3.   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. We currently have no such copper price protection contracts
     in place.

4.   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 Columbian Chemicals Company's carbon black plant in the
     Philippines. These actions resulted in a total non-recurring, pre-tax
     charge of $84.7 million (or $58.7 million, $1.01 per share, after taxes and
     minority interests) in the 1999 second quarter.

     Our mining segment had non-recurring, pre-tax charges of $34.5 million in
     the 1999 second quarter, including $7.0 million resulting from a loss on
     the sale of our fluorspar mining operation in South Africa. The
     curtailments and temporary suspensions of certain operations associated
     with the mining segment restructuring are expected to result in a reduction
     in total average annual copper production of 150 million pounds (130
     million pounds for our interest). The temporary closures and curtailments
     will occur during the second half of 1999 and will result in the
     elimination of nearly 900 positions, including temporary and contract
     employees. The restructuring at our mining segment comprised the following
     charges:

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
         (in millions)
         <S>                                            <C>
         Severance ...................................  $  8.2
         Pension/post retirement costs ...............     5.6
         Environmental clean up ......................     7.3
         Mothballing and take or pay contracts .......     6.4
         Loss on the sale of fluorspar mine ..........     7.0
                                                        ------
                                                        $ 34.5
                                                        ======
</TABLE>
--------------------------------------------------------------------------------

     For the mining segment, the revenue and operating income or loss from the
     temporarily closed or sold operations were either not separately
     identifiable or were immaterial.

     Our specialty chemicals segment had non-recurring, pre-tax charges of $19.9
     million in the 1999 second quarter for costs associated with the suspension
     of its carbon black operations in the Philippines. The operations will be
     suspended by the end of 1999 which will result in the elimination of
     approximately 80 jobs. The restructuring at our specialty chemicals segment
     comprised the following charges:

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
         (in millions)
         <S>                                            <C>
         Write-off  of assets and investments ........  $ 14.9
         Environmental and other clean up ............     3.0
         Severance costs .............................     2.0
                                                        ------
                                                        $ 19.9
                                                        ======
</TABLE>
--------------------------------------------------------------------------------

     Our wire and cable segment had non-recurring, pre-tax charges of $30.1
     million in the 1999 second quarter for costs associated with the
     restructuring of some of its operations in North and South America.
     Included in that amount was $1.7 million for the write-off of a
<PAGE>
                                      -7-

     small equity basis investment that was charged to miscellaneous income and
     expense. Operations to be closed in the wire and cable restructuring
     include the Phelps Dodge Magnet Wire plant in Hopkinsville, Kentucky, which
     will be closed in the year 2000, and two small high performance conductor
     plants in New Jersey which will be closed by mid-year 2000. Additionally, a
     plant located in Ecuador will cease manufacturing wire and cable products
     in the 1999 third quarter. Certain equipment from the closed facilities
     will be re-deployed to other manufacturing facilities resulting in no
     overall loss in production capacity. The overall wire and cable
     restructuring will result in the elimination of nearly 700 full-time,
     permanent positions. The restructuring comprised the following charges:

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
         (in millions)
         <S>                                            <C>
         Write-off of assets                            $ 21.4
         Severance costs                                   5.0
         Disposal and other costs                          2.0
                                                        ------
                                                          28.4
         Write-off of equity basis investment              1.7
                                                        ------
                                                        $ 30.1
                                                        ======
</TABLE>
--------------------------------------------------------------------------------

     The revenue and operating income or loss (before non-recurring,
     restructuring charges) from operations that will not be continued and that
     can be separately identified for the specialty chemical and wire and cable
     segments are as follows:

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
         (in millions)                                Specialty        Wire &
                                                      Chemicals        Cable
                                                      ---------        -----
         <S>                                            <C>             <C>
         Second Quarter 1999
              Revenue .............................      2.4            20.6
              Operating income (loss) .............     (0.3)            0.2

         Second Quarter 1998
              Revenue .............................      1.8            34.6
              Operating income (loss) .............     (0.7)            3.1

         First Six Months 1999
              Revenue .............................      4.7            42.2
              Operating income (loss) .............     (0.6)            0.8

         First Six Months 1998
              Revenue .............................      4.0            73.2
              Operating income (loss) .............     (1.2)            7.3
</TABLE>
--------------------------------------------------------------------------------

5.   Effective January 1, 1998, we sold a 90 percent interest in our wheel and
     rim manufacturing business, Accuride Corporation and related subsidiaries
     (Accuride), to an affiliate of Kohlberg Kravis Roberts and Co. (KKR) and
     the existing management of Accuride. That sale resulted in a pre-tax gain
     of $186.1 million in the first half of 1998 ($122.8 million after taxes, or
     $2.09 per common share). The remaining 10 percent interest in Accuride was
     sold to RSTW Partners III, L.P., on September 30, 1998, resulting in a
     pre-tax gain of $12.6 million ($8.3 million after taxes, or $0.14 per
     common share). Under the terms of the sales agreements, we received total
     proceeds of $465.9 million from the two transactions, less $16.4 million in
     working capital adjustments and transaction costs.

6.   In the 1999 first quarter, we adopted SOP 98-5, "Reporting on the Costs of
     Start-Up Activities." The implementation resulted in a $3.5 million
     after-tax charge, or $0.06 cents 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 Monterrey, Mexico.

7.   In June 1998, the Financial Accounting Standards Board 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 recorded 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 in the first quarter of 2000. Citing concerns about
     companies' ability to modify their information systems and educate their
     managers in time to apply SFAS No.133, the Financial Accounting Standards
     Board has delayed its effective date for one year. We are evaluating the
     effect this statement will have on our financial reporting and disclosures
     as well as on our derivative and hedging activities.

8.   On June 23, 1999, our board of directors declared a regular quarterly
     dividend of 50 cents per common share for the 1999 third quarter. This
     dividend is to be paid on
<PAGE>
                                      -8-

     September 10, 1999, to common shareholders of record at the close of
     business on August 19, 1999. This has resulted in an outstanding dividends
     payable balance of $29.0 million as of June 30, 1999.

                        REVIEW BY INDEPENDENT ACCOUNTANTS

     The financial information as of June 30, 1999, and for the three-month and
six-month periods ended June 30, 1999 and 1998, included in Part I pursuant to
Rule 10-01 of Regulation S-X has been reviewed by PricewaterhouseCoopers LLP
(PricewaterhouseCoopers), our 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.
<PAGE>
                                       -9-
<AUDIT-REPORT>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
  of the Phelps Dodge Corporation

We have reviewed the accompanying consolidated balance sheet of Phelps Dodge
Corporation and its subsidiaries as of June 30, 1999, and the related
consolidated statements of operations, for each of the three-month and six-month
periods ended June 30, 1999 and 1998 and the consolidated statement of cash
flows and of common shareholders' equity for the six-month periods ended June
30, 1999 and 1998. 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 financial information referred to above
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, 1998, and the related
consolidated statements of income, of cash flows and of common shareholders'
equity for the year then ended (not presented herein), and in our report dated
January 14, 1999, 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, 1998, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.


PricewaterhouseCoopers LLP
Phoenix, Arizona
July 12, 1999
</AUDIT-REPORT>
<PAGE>
                                      -10-

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, 1998.

RESULTS OF OPERATIONS

         EARNINGS

         The company had consolidated earnings in the second quarter of $1.2
million, or 2 cents per common share, before non-recurring, after-tax charges of
$58.7 million, or $1.01 per common share ($61.0 million before minority
interests) from a restructuring announced on June 30, 1999. (Please refer to
Note 4 to the Consolidated Financial Information for a discussion of this
restructuring plan.) Our second quarter net loss after the restructuring charges
was $57.5 million, or 99 cents per common share. Net income in the 1998 second
quarter was $40.4 million, or 69 cents per common share.

         Earnings for the six months ended June 30, 1999, were $1.7 million, or
3 cents per common share, before the restructuring charges and an after-tax
charge of $3.5 million, or 6 cents per common share, recognized in the first
quarter for the cumulative effect of an accounting change associated with
unamortized start-up costs (please refer to Note 6 to the Consolidated Financial
Information). The net loss for the six months ended June 30, 1999, after the
non-recurring charges was $60.5 million, or $1.04 per common share. Earnings for
the first half of 1998 were $81.3 million, or $1.39 per common share, before a
non-recurring, after-tax gain of $122.8 million, or $2.09 per common share, from
the sale of Accuride Corporation (please refer to Note 5 to the Consolidated
Financial Information).

         Earnings before non-recurring items were less in the three-month and
six-month periods ended June 30, 1999, than in the corresponding 1998 periods
principally as a result of lower average copper prices and reduced earnings from
our wire and cable segment. The average spot price per pound of cathode copper
on the New York Commodity Exchange (COMEX) was approximately 11 cents per pound
(14 percent) lower in the second quarter of 1999 than the second quarter of
1998, and 13 cents per pound (17 percent) lower than the average price in the
first half of 1998. The effect of this price decrease was somewhat mitigated by
decreased copper production costs and increased earnings at our specialty
chemicals segment.

         The COMEX spot price per pound of copper cathode, upon which we base
our selling price, averaged 67 cents in the second quarter and 65 cents in the
first six months of 1999, compared with 78 cents in the corresponding 1998
periods. From July 1 to August 11, 1999, the COMEX price averaged 76 cents per
pound, closing at 77 cents on August 11, 1999.

         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 1.6 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 $16 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. We currently have no such copper price protection contracts in
place.

         The outlook for earnings in 1999 is uncertain due to the variability of
copper prices and currency fluctuations. At copper prices ranging from 65 to 70
cents per pound, and excluding foreign currency exchange fluctuations, we
believe the company should operate near breakeven.

         SALES

         Sales were $691.1 million in the 1999 second quarter and $1,354.2
million in the first six months of 1999, compared with $794.4 million and
$1,592.7 million in the corresponding 1998 periods. The 1999 decreases
principally resulted from lower average copper prices, lower sales volumes of
copper and lower sales of wire and cable products, which were partially offset
by higher sales volumes of carbon black.
<PAGE>
                                      -11-


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 and
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. We also, at times, smelt and refine copper and produce copper
rod for others on a toll basis. We also produce gold, silver, molybdenum and
copper chemicals as by-products, and sulfuric acid from our air quality control
facilities. This business segment also includes our other mining operations and
investments (including silver and zinc operations) and our worldwide mineral
exploration and development programs.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           Second Quarter
                                                       ----------------------
                                                         1999          1998
                                                         ----          ----
<S>                                                     <C>           <C>
Copper production (short tons):
  Total production ...............................      240,200       263,100
  Less minority participants'
    shares (A) ...................................       41,500        44,500
                                                       --------       -------

  Net Phelps Dodge share .........................      198,700       218,600
                                                       ========       =======
Copper sales (short tons):
  Net Phelps Dodge share
    from own mines ...............................      189,400       214,800
  Purchased copper ...............................       73,300        79,100
                                                       --------       -------

  Total copper sales .............................      262,700       293,900
                                                       ========       =======
New York Commodity Exchange
  Average spot price per pound -
  copper cathodes ................................     $   0.67          0.78

                                                            (in millions)
Sales and other operating revenues
  - unaffiliated customers .......................     $  351.3         440.4

Operating income (loss) (B) ......................     $  (33.1)         34.4

                                                          First Six Months
                                                       ----------------------
                                                         1999          1998
                                                       --------       -------
Copper production (short tons):
  Total production ...............................      492,800       526,900
  Less minority participants'
    shares (A) ...................................       84,800        89,300
                                                       --------       -------
  Net Phelps Dodge share .........................      408,000       437,600
                                                       ========       =======
Copper sales (short tons):
  Net Phelps Dodge share
    from own mines ...............................      402,300       430,100
  Purchased copper ...............................      134,300       159,000
                                                       --------       -------
  Total copper sales .............................      536,600       589,100
                                                       ========       =======
New York Commodity Exchange
  Average spot price per pound -
  copper cathodes ................................     $   0.65          0.78

                                                            (in millions)
Sales and other operating revenues
  - unaffiliated customers .......................     $  695.4         881.6

Operating income (loss) (B) ......................     $  (28.0)         92.0
</TABLE>
----------

(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, and (iii) a 20
     percent interest in Candelaria in Chile held by SMMA Candelaria, Inc., a
     jointly owned subsidiary of Sumitomo Metal Mining Co., Ltd. and Sumitomo
     Corporation.

(B)  Operating income has been presented in compliance with SFAS No. 131,
     "Disclosures about Segments of an Enterprise and Related Information" (with
     1998 restated). 1999 includes a second quarter non-recurring, pre-tax
     charge of $34.5 million for costs associated with a restructuring (see Note
     4 to the Consolidated Financial Information).

--------------------------------------------------------------------------------
<PAGE>
                                      -12-


         PD MINING - SALES

         Phelps Dodge Mining Company's sales and other operating revenues
decreased by $89.1 million, or 20 percent, in the 1999 second quarter and by
$186.2 million, or 21 percent, in the first six months of 1999 compared with the
corresponding 1998 periods. These variances primarily reflected decreased
average selling prices for copper that resulted in revenue reductions of
approximately $65 million and $153 million, respectively. The sales and other
operating revenue variance also reflected the effect of lower volumes associated
with the indefinite suspension of operations at our Cobre copper mine in New
Mexico and our Ojos del Salado copper mine in Chile, and the curtailment of
production at our Chino copper operations in New Mexico that we announced in the
1998 fourth quarter. The Ojos del Salado suspension occurred on October 21,
1998, while the suspension of Cobre and the curtailment at Chino were completed
in phases between October 21, 1998, and the 1999 first quarter.

         PD MINING - OPERATING INCOME

         PD Mining reported operating income of $1.4 million in the 1999 second
quarter, before non-recurring, pre-tax charges of $34.5 million from a
restructuring (please refer to Note 4 to the Consolidated Financial
Information). This compares with $34.9 million in the corresponding 1998 period.
For the six-month period ended June 30, 1999, PD Mining reported operating
income of $6.5 million, before the effects of the restructuring charges,
compared with operating income of $89.5 million in the corresponding 1998
period. These decreases primarily reflected the lower average copper prices and
lower sales volumes of PD mined copper, partially offset by lower copper
production costs. (Please refer to the preceding table.) Lower 1999 production
costs were due in part to the 1998 curtailment and shutdown of certain higher
cost operations.

RESULTS OF PHELPS DODGE INDUSTRIES

         Phelps Dodge Industries (PD Industries), our manufacturing division,
produces engineered products principally for the global energy,
telecommunications 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). Our wire and cable segment includes
Phelps Dodge Magnet Wire Company and its subsidiaries (PD Magnet Wire) and
Phelps Dodge International Corporation and its affiliates (PDIC).

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         Second Quarter
                                                    ----------------------
                                                       1999          1998
                                                       ----          ----
                                                        (in millions)
<S>                                                 <C>              <C>
Sales and other operating revenues
  - unaffiliated customers:
  Specialty chemicals ...........................   $   134.9        109.0
  Wire and cable ................................       204.9        245.0
                                                    ---------     --------
                                                    $   339.8        354.0
                                                    =========     ========

Operating income (loss): (A)
  Specialty chemicals (B) .......................   $    10.3         21.8
  Wire and Cable (C) ............................       (20.2)        24.7
  Other (wheels and rims) (D) ...................        --           (0.1)
                                                    ---------     --------
                                                    $    (9.9)        46.4
                                                    =========     ========

                                                        First Six Months
                                                    ----------------------
                                                      1999           1998
                                                      ----           ----
                                                        (in millions)
Sales and other operating revenues
  - unaffiliated customers:
  Specialty chemicals ...........................   $   265.9        222.3
  Wire and cable ................................       392.9        488.8
                                                    ---------     --------
                                                    $   658.8        711.1
                                                    =========     ========
Operating income (loss): (A)
  Specialty chemicals (B) .......................   $    40.8         43.6
  Wire and Cable (C) ............................       (15.9)        49.2
  Other (wheels and rims) (D) ...................        --          186.1
                                                    ---------     --------
                                                    $    24.9        278.9
                                                    =========     ========
</TABLE>
----------
(A)  Operating income has been presented in compliance with SFAS No. 131,
     "Disclosures about Segments of an Enterprise and Related Information" (with
     1998 restated).

(B)  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 plant
     in the Philippines.

(C)  Includes a pre-tax charge of $28.4 million in the 1999 second quarter for
     costs associated with restructuring of certain wire and cable operations.
     Another $1.7 million representing the write-off of a small equity basis
     investment was charged to miscellaneous income and expense.

(D)  See Note 5 to the Consolidated Financial Information for a description of
     the sale of our wheels and rims business in 1998.

--------------------------------------------------------------------------------
<PAGE>
                                      -13-

         PD INDUSTRIES - SALES

         PD Industries reported sales of $339.8 million in the second quarter
and $658.8 million for the first six months of 1999, compared with $354.0
million and $711.1 million in the corresponding 1998 periods. The decreases
principally reflected lower sales in the wire and cable segment, which were
partially offset by higher sales volumes in the specialty chemicals segment.

         PD INDUSTRIES - OPERATING INCOME

         During the 1999 second quarter, PD Industries recorded operating income
of $38.4 million before non-recurring charges of $48.3 million (please refer to
Note 4 to the Consolidated Financial Information). This compares with $46.4
million in the corresponding 1998 period. Operating income in the first six
months of 1999 was $73.2 million before the 1999 second quarter non-recurring
charges, compared with $92.8 million in the first six months of 1998, before a
$186.1 million pre-tax gain from the sale of Accuride. PD Industries' 1999
operating income decrease was principally due to the effect of continuing Asian
and South American economic difficulties and a continued slowdown in aerospace
and relevant electronic markets in the United States. These effects were
partially offset by strong performances by our carbon black businesses, which
had overall increases in sales volumes in excess of 30 percent compared with
corresponding prior periods. These volume increases reflected the 1998 fourth
quarter acquisition of a carbon black facility in Brazil, and the 1999 first
quarter acquisition of a carbon black facility in Korea.

OTHER MATTERS RELATING TO THE STATEMENT OF CONSOLIDATED OPERATIONS

         EXPLORATION AND RESEARCH AND DEVELOPMENT EXPENSE

         Our exploration and research and development expense for the first six
months of 1999 was $21.1 million, compared with $26.3 million in the
corresponding 1998 period. The decrease reflects continuing cutbacks in
exploration programs in view of current market conditions; exploration charges
were $16.1 million in the 1999 first half, compared with $20.5 million in the
corresponding period in 1998.

         MISCELLANEOUS INCOME AND EXPENSE, NET

         Miscellaneous income and expense, net, decreased by $28.7 million in
the first six months of 1999 compared with the corresponding 1998 period. This
change primarily reflected a 1998 second quarter, pre-tax gain of $8.8 million
from the dissolution of joint venture partnerships in the wire and cable
business, 1999 currency exchange losses at our Brazilian operations of $11.3
million, $6.6 million in lower interest income and a $1.7 million pre-tax charge
representing the write-off of an equity basis investment in the 1999 second
quarter.

         INCOME TAXES

         Our federal income tax returns for the years 1990 through 1997 are
either under examination or review by the Internal Revenue Service (IRS). The
years 1994 through 1997 are currently being examined. We have received
preliminary assessments for the years 1992 through 1994 and could reach an
agreement with the IRS on these assessments before year end. Additionally, we
have received proposed assessments for the years 1990 and 1991 and have reached
a conditional settlement with the IRS appeals division on the issues involved.
The settlement is conditioned on the recognition of certain inventory
adjustments in 1994 and three subsequent years, our acceptance of not yet
finalized "terms and conditions" to be imposed on those adjustments, and
approval of the settlement agreement by the Joint Committee on Taxation. The
1990 - 1991 conditional settlement would result in a refund which would be
substantially offset by the preliminary assessment amounts for the years 1992
through 1994.

         Our management believes it has made adequate provision so that
final resolution of the issues involved, including application of those
determinations to subsequent years, will not have an adverse effect on our
consolidated financial condition or results of operations.

         EQUITY EARNINGS

         Equity in net earnings of affiliated companies increased in the first
six months of 1999 by $4.6 million primarily due to the 1999 first quarter sale
of land by our equity basis Philippine wire and cable operation.
<PAGE>
                                      -14-

         YEAR 2000

         We continue to review our "Year 2000" readiness. The Year 2000 issue
stems from the predominant use in computer applications of a two-digit field to
capture the year (e.g., "99" for 1999). Because the "19" is assumed in the date,
when computers turn their clocks to the year 2000, the two-digit field will read
"00" and some computer programs will assume the year is 1900. Programs that
calculate, compare or sort on a date field may cause erroneous results and
errors leading to the risk of business interruption or shutdown and other
potential problems. The Year 2000 issue is a global issue that is very complex
because of the many programs that may be impacted in any computer system. These
computer systems are used to support the activities of our businesses including
financial systems, process control technology and other computer-controlled
equipment.

         We have identified the scope of the Year 2000 issue as it relates to
our operations and all levels of management are providing leadership to effect
workable solutions. A program office team has been assembled to oversee all
facets of this project including information technology and process control
system conversions, contracts and agreements with vendors, suppliers and
customers, insurance policies and security systems. We are working with major
industry associations and agencies in North America, Europe, Latin America and
Asia Pacific to facilitate the sharing of strategies and solutions. We have
hired PKS Systems Integration LLC, a consulting firm, to assist us in the
assessment and implementation of our Year 2000 conversion.

         The conversion project has been structured into four phases:

*    inventory phase (100 percent complete);

*    assessment phase - the final cost estimation and action plan identification
     phase (100 percent complete);

*    remediation and testing phase (100 percent complete); and

*    field implementation phase (substantially completed for all information
     technology (IT) and non-IT systems with the exception of one significant
     system, used to track the movement of metals, that has been rescheduled for
     completion by the end of the 1999 third quarter).

         The process of identifying and prioritizing critical suppliers and
customers has been completed. We have reviewed contracts and agreements with
vendors, suppliers and customers. Appropriate language has been added to all new
contracts and agreements to address our requirements for Year 2000 compliance.
Where possible, existing contracts and agreements were amended for these same
considerations. We prepared an inventory of all existing relationships with
vendors and suppliers. We reviewed the nature of those relationships to
determine whether the loss of service or product would result in a material
impact to us. From that overall list, we identified vendors and suppliers that
are considered key to our individual businesses, and we contacted each of those
554 vendors and suppliers. In special situations, such as suppliers of
transportation, electrical power, communications, and water, we visited the
suppliers to review their Year 2000 preparations. We received responses from all
these vendors and suppliers, and we are convinced, based on the materials and
information they supplied to us, that they are compliant. In a similar approach,
we identified key customers and worked with them to determine compliance and
assessed the nature of our relationship. In each of these cases, the customer
was advanced in its Year 2000 preparation and provided a schedule for its
overall compliance.

         Our investment in standardizing business system platforms over the past
several years has streamlined and facilitated our Year 2000 conversion
requirements by eliminating redundant technologies and allowing the sharing of
services. These systems, some of which were IT systems and others of which were
non-IT systems (mostly process control devices), were installed to meet other,
non-Year 2000 business needs. As a part of the Year 2000 project, we have
upgraded key financial and manufacturing systems in each operating unit and in
the corporate headquarters by installing updates to purchased application
software systems. These systems have been certified by their vendors to be
compliant and tested in the context in which they will operate. The compliant
versions of these systems currently function in support of day-to-day business.
Non-information technology systems have been remediated where required to
compliant versions. The updated systems have been tested at manufacturers'
laboratories and on-site, and they have been demonstrated to be compliant. These
systems also currently function in support of day-to-day business.

         The total cost associated with our Year 2000 conversion is not expected
to be material to our financial position and should not exceed $5 million. This
estimate does not include our potential share of Year 2000 costs that may be
incurred at operations that we do not consolidate or those expenditures for
planned system and process control upgrades that are undertaken for other
reasons and also incorporate Year
<PAGE>
                                      -15-


2000 compliant technology. Spending to date has been approximately $3 million.

         Failure to correct a material Year 2000 problem could result in a
potential disruption to one or more of our operations. Such failures could
materially and adversely affect our results of operations, liquidity and
financial condition. Due to the general uncertainty inherent in the Year 2000
issue, resulting in part from the uncertainty of the readiness of suppliers and
customers, we are unable to determine with any certainty the consequences of
Year 2000 failures and the materiality of these potential failures. Therefore,
we are in the process of developing contingency plans. A team from each
operating unit, under the direction of an assigned project leader in the program
office, is preparing a specific plan to address contingencies for that
operation. Contingencies include failure of our own IT and non-IT systems,
failure to deliver supplies, lack of transportation, failure of electrical
power, and failure of other utilities. Our priorities in addressing these
contingencies are safety, environment, customer service, and loss of production.
The plans are scheduled for completion by October 31, 1999.

CHANGES IN FINANCIAL CONDITION

         DEBT

         At June 30, 1999, our total debt was $1,077.7 million, compared with
$1,021.0 million at year-end 1998. The $56.7 million increase principally
resulted from financing for the purchase of a carbon black business in Korea.
Our ratio of debt to total capitalization was 30.5 percent at June 30, 1999,
compared with 27.6 percent at December 31, 1998.

         CAPITAL EXPENDITURES AND INVESTMENTS

         Capital expenditures and investments during the first six months of
1999 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. Capital expenditures and investments in the corresponding 1998 period were
$241.7 million for PD Mining, including $113.3 million for the acquisition of
Cobre Mining Company, and $71.0 million for PD Industries. The company expects
capital expenditures and investments for the year 1999 to be approximately $100
million for PD Mining and approximately $175 million for PD Industries.

         DIVIDENDS

         On June 10, 1999, we paid a regular quarterly dividend of 50 cents per
share on our common shares for the 1999 second quarter. The total amount paid
was $29.0 million, bringing total 1999 dividends paid through June 30 to $58.0
million. On June 23, 1999, our board of directors declared a 1999 third quarter
regular dividend of 50 cents per common share to be paid on September 10, 1999,
to shareholders of record at the close of business on August 19, 1999.

         SHARE PURCHASES

         This year through August 11, we have not purchased any of our shares
under our May 7, 1997, share purchase authorization. Under that program,
1,662,500 shares remain authorized for purchase. There were 57,978,000 common
shares outstanding at June 30, 1999.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         In UNITED STEELWORKERS OF AMERICA LOCAL 890 AND SOUTHWEST RESEARCH AND
INFORMATION CENTER V. CHINO MINES COMPANY AND PHELPS DODGE CORPORATION, CIV
98-1123 LH (D. N.M.), filed in 1998, the plaintiffs alleged the company failed
to adequately report under Section 313 of the Emergency Planning and Community
Right-To-Know Act of 1986. The company denied any failure or inadequacy in
reporting. On June 21, 1999, the plaintiffs voluntarily dismissed the suit with
prejudice.
<PAGE>
                                      -16-


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Our annual meeting was held on May 5, 1999. A total of 50,588,387
common shares, or about 87.3 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:

      Archie W. Dunham              50,395,964          192,423

      William A. Franke             50,387,385          201,002

      Southwood J. Morcott          50,402,442          185,945

      J. Steven Whisler             50,400,863          187,524

                              For        Against       Abstain
                              ---        -------       -------
Appointment of Auditors    50,439,611     30,884       117,892

         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 on this page.

     (b)  The company filed no reports on Form 8-K during the quarter ended June
          30, 1999.

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, we
have duly caused this report to be signed on its behalf by the undersigned duly
authorized officer.


                                PHELPS DODGE CORPORATION
                               (Corporation or Registrant)


Date: August 13, 1999           By:  Gregory W. Stevens
                                    ------------------------------
                                     Gregory W. Stevens
                                     Vice President and Controller
                                    (Principal Accounting Officer)


INDEX TO EXHIBITS

3.1      Complete composite copy of the Restated Certificate of Incorporation,
         as amended to date (SEC File No. 1-82).

10.9     Second amendment to the Phelps Dodge Corporation Supplemental
         Retirement Plan, effective January 1, 1999 (SEC File No. 1-82).

10.12    Amended Form of Stock Option Agreement, effective June 22, 1999, under
         the company's 1998 Stock Option and Restricted Stock Plan (SEC File No.
         1-82).

10.16    Retirement Agreement dated June 15, 1999, between Thomas M. St. Clair
         and the company (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