EXHIBIT 3.1



                            Certificate of Amendment
                                     of the
                          Certificate of Incorporation
                                       of
                            Phelps Dodge Corporation
                Under Section 805 of the Business Corporation Law
                -------------------------------------------------


         We,  Douglas  C.  Yearley  and  Robert C.  Swan,  being,  respectively,
Chairman of the Board,  President and Chief Executive Officer and Vice President
and Secretary of Phelps Dodge  Corporation,  a corporation formed under the laws
of the State of New York (the "Corporation"), DO HEREBY CERTIFY as follows:

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

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

3.       The  Certificate of  Incorporation  of the  Corporation,  as amended to
date,  is hereby  amended as  authorized  by Section  801(b)(7)  of the Business
Corporation  Law to increase the aggregate  number of authorized  Common Shares,
par value $6.25 per share,  from  100,000,000 to 200,000,000.  Such amendment is
effected by the deleting  Article THIRD of the Certificate of  Incorporation  of
the Corporation and inserting in lieu thereof the following:
                                                                      
                  "THIRD:   The  total  number  of  shares  which   the
         Corporation shall have authority to issue shall be two hundred
         six   million   (206,000,000),   consisting   of  six  million
         (6,000,000)  Preferred Shares having a par value of one dollar
         ($1.00) per share and two hundred million (200,000,000) Common
         Shares having a par value of six dollars and twenty-five cents
         ($6.25) per share."

4.       The  Certificate of  Incorporation  of the  Corporation,  as amended to
date, is hereby further  amended as authorized by Section 801(a) of the Business
Corporation  Law to decrease  the  maximum  size of the  Corporation's  Board of
Directors from 15 to 12. Such amendment is effected by deleting Article SIXTH of
the  Certificate  of  Incorporation  of the  Corporation  and  inserting in lieu
thereof the following:
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                  "SIXTH:  The  number of the  Corporation's  Directors
         shall not be less than  nine nor more  than  twelve,  provided
         that  whenever  the  holders  of any  one or  more  series  of
         Preferred  Shares of the Corporation  become entitled to elect
         one or more  Directors to the Board of Directors in accordance
         with  any  applicable   provisions  of  this   Certificate  of
         Incorporation,  such  maximum  number  of  Directors  shall be
         increased  automatically  by  the  number  of  Directors  such
         holders are so entitled to elect.  Such increase  shall remain
         in  effect  until  the  right of such  holders  to elect  such
         Director or  Directors  shall cease and until the  Director or
         Directors  elected  by  such  holders  shall  no  longer  hold
         office."

5.       The amendments of the Certificate of  Incorporation  of the Corporation
set forth in  paragraphs  3 and 4 of this  Certificate  of  Amendment  were duly
authorized by an affirmative  vote of the Board of Directors of the Corporation,
followed by an affirmative  vote of the holders of a majority of all outstanding
shares entitled to vote thereon at a meeting of shareholders.


         IN WITNESS  WHEREOF,  we have executed this Certificate and affirm that
the  statements  made herein are true under  the  penalties of perjury,  on this
11th day of June, 1997.

                                                  /s/ Douglas C. Yearley
                                                  -----------------------
                                                  Douglas C. Yearley
                                                  Chairman of the Board,
                                                  President, and
                                                  Chief Executive Officer


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